Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 15, 2024, Landstar System, Inc. (“Landstar” or the “Company”) announced the appointment of Joseph J. Beacom as President of the Company’s subsidiary, Landstar System Holdings, Inc., and each of its agent-based transportation services companies, effective December 1, 2024. Mr. Beacom, age 60, has served as Vice President and Chief Safety and Operations Officer of the Company since May 2011. Prior to that, Mr. Beacom served as Vice President and Chief Safety, Security and Compliance Officer of the Company since 2006 and has held various other positions within subsidiaries of the Company since 1993. Mr. Beacom will remain in the role of President of Landstar System Holdings, Inc. until the end of 2025, at which point he will transition to the role of Special Advisor to the Chief Executive Officer of the Company until March 1, 2026. In connection with this appointment, the Company entered into a letter agreement with Mr. Beacom, dated November 15, 2024, pursuant to which, Mr. Beacom’s annual base salary will increase to $400,000 and he will be eligible for an annual bonus under the Company’s Executive Incentive Compensation Plan with a “threshold” target bonus percentage of 80% of his annual base salary. The letter agreement also provides that Mr. Beacom’s Key Executive Employment Protection Agreement will be terminated as of December 28, 2025 (the first day of the Company’s 2026 fiscal year), and he will not receive any new equity grants under Landstar’s 2011 Equity Incentive Plan following November 15, 2024. Under the letter agreement, Mr. Beacom’s base salary will remain the same in the Special Advisor position, but he will not be eligible for a bonus for any portion of the 2026 fiscal year.
Also on November 15, 2024, the Company announced the promotion of Matthew Miller to Vice President and Chief Safety and Operations Officer of the Company, succeeding Mr. Beacom in that role, effective December 1, 2024. Mr. Miller, age 51, has served as an Executive Vice President of Landstar Transportation Logistics, Inc. and certain affiliated agent-based transportation services companies of the Company since March 2022 and as a Vice President of various subsidiaries of the Company since 2015. In connection with his promotion, Mr. Miller’s annual base salary will increase to $300,000 and he will be eligible for an annual bonus under the Company’s Executive Incentive Compensation Plan with a “threshold” target bonus percentage of 50% of his annual base salary.