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o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only | ||||||||
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o | Definitive Additional Materials | ||||||||||
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|
Ryder System, Inc.
2333 Ponce de Leon Blvd., Suite 700 Coral Gables, Florida 33134 |
Date: | May 3, 2024 | |||||||
Time: | 10:00 a.m. Eastern Daylight Time | |||||||
Location: |
Hotel Colonnade Coral Gables, 180 Aragon Avenue, Coral Gables, Florida 33134
|
|||||||
Purpose: |
1. To elect eleven directors for a one-year term expiring at the 2025 Annual Meeting of Shareholders.
|
|||||||
2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2024 fiscal year.
|
||||||||
3. To approve, on an advisory basis, the compensation of our named executive officers. | ||||||||
4-5. To vote, on an advisory basis, on shareholder proposals.
|
||||||||
6. To consider any other business that is properly presented at the meeting. | ||||||||
Who May Vote: |
You may vote if you were a record owner of our common stock at the close of business on
March 4, 2024.
|
|||||||
Proxy Voting: | Your vote is important. You may vote: | |||||||
• by internet; | ||||||||
• by telephone; or | ||||||||
• by mail, if you received a paper copy of these proxy materials. |
TABLE OF CONTENTS |
PAGE | |||||
CORPORATE GOVERNANCE
FRAMEWORK
|
|||||
RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM (PROPOSAL 2) | |||||
COMPENSATION DISCUSSION AND ANALYSIS
|
|||||
ADVISORY VOTE ON SHAREHOLDER PROPOSALS (PROPOSALS 4 AND 5)
|
|||||
OTHER MATTERS |
Ryder System, Inc.
|
2024 Proxy Statement
|
i
|
|
Proxy Summary |
PROXY SUMMARY |
ANNUAL MEETING |
Date: | May 3, 2024 | |||||||||||||
Time: | 10:00 a.m. Eastern Daylight Time | |||||||||||||
Location: |
Hotel Colonnade Coral Gables, 180 Aragon Avenue, Coral Gables, Florida 33134
|
|||||||||||||
Record Date: | March 4, 2024 |
|
|
|
|||||||||
By Internet | By Phone | By Mail | |||||||||
www.ProxyVote.com | 1.800.690.6903 |
Completing, signing and
returning your proxy card |
|||||||||
VOTING MATTERS AND BOARD RECOMMENDATIONS |
Matter | Board Recommendation | Page | |||||||||
No. 1 | Election of Directors |
FOR each
director nominee |
|||||||||
No. 2 | Ratification of PricewaterhouseCoopers LLP as Independent Auditor | FOR | |||||||||
No. 3 | Advisory Vote on Executive Compensation | FOR | |||||||||
Nos. 4-5 |
Advisory Vote on Shareholder Proposals
|
AGAINST each
shareholder proposal |
Ryder System, Inc.
|
2024
Proxy Statement
|
1
|
|
Proxy Summary |
2023 RYDER HIGHLIGHTS
|
$8.73 EPS &
$406M NET EARNINGS
|
$11.8B
TOTAL REVENUE
|
19%
ADJUSTED ROE
|
$2.4B
OPERATING CASH FLOW
|
|||||||||||||||||
•
Diluted earnings per share ("EPS") from continuing operations of $8.73
•
Comparable EPS* of $12.95
•
Net earnings of $406M
•
Comparable EBITDA* of $2.7B
|
•
Total revenue of $11.8B
•
Operating revenue* increased 2% to $9.5B from prior year of $9.3B
|
•
Strong adjusted ROE* ("ROE")
|
•
Net cash provided by operating activities from continuing operations ("operating cash flow") of $2.4B
•
Free cash flow* of negative $54M
|
|||||||||||||||||
103% TSR | EXPANDED SUPPLY CHAIN & DEDICATED SERVICES | DRIVING VALUE FOR CUSTOMERS | 12 YEARS A WORLD'S MOST ADMIRED COMPANY | |||||||||||||||||
•
Absolute three-year total shareholder return ("TSR") of 103%, well above respective TSR of S&P 400 MidCap (+26%) and Dow Jones Transportation average (+32%)
|
•
Acquired Impact Fulfillment Services, adding contract packaging and manufacturing capabilities
•
Acquired Cardinal Logistics in Q1 2024, expanding customized dedicated transportation solutions
|
•
Achieved positive overall score on customer engagement surveys across all businesses.
|
•
Selected by FORTUNE
magazine as one of the World's Most Admired Companies
®
for 12
th
consecutive year
|
|||||||||||||||||
CORPORATE GOVERNANCE HIGHLIGHTS |
4 |
Independent and Diverse Board
; all directors are independent, other than our Board Chair/CEO, and are diverse by experience, skill, gender, race, ethnicity and age, with six of our eleven director nominees identifying as women or minorities
|
4 |
Published 2022 Corporate Sustainability Report
("
CSR
") highlighting environmental, social and governance ("
ESG
") initiatives and referencing
the Global Reporting Initiative ("
GRI
") Standards 2021, Sustainability Accounting Standards Board ("
SASB
"), and Task Force on Climate-Related Financial Disclosures ("
TCFD
")
|
||||||||
4 |
Strong Lead Independent Director
who is highly engaged and skilled, with authority to call meetings, prepare meeting agendas, and engage with shareholders as appropriate
|
4 |
Strong Board oversight of
risk management and strategic planning
, with in-depth annual review process and regular updates throughout the year
|
||||||||
4 |
All independent directors meet in
executive sessions
without management at each Board meeting
|
4 |
Strong Board oversight of
management development and succession planning
|
||||||||
4 |
Routinely
evaluate our governance policies
and those of our largest shareholders, and make changes when appropriate; for example, we have adopted meaningful shareholder participation rights, such as
written consent, proxy access and special meetings
|
4 |
Frequent shareholder engagement
; in 2023, we reached out to holders constituting a majority of our outstanding shares to request feedback on various matters, and as a result management met with several institutional holders
|
||||||||
4 |
Annual director elections
with majority voting standards and
regular evaluations of our Board
and committees
|
4 |
Robust
stock ownership requirements;
6x annual salary
or annual retainer for CEO and directors, as applicable, and
3x annual salary
for other NEOs
|
||||||||
4 |
We
prohibit
our executive officers and directors from
hedging or pledging
Ryder stock
|
4 |
Robust
Principles of Business Conduct
and
Supplier Code of Conduct
|
Ryder System, Inc.
|
2024
Proxy Statement
|
2
|
|
Proxy Summary |
BOARD HIGHLIGHTS |
BOARD OF DIRECTORS | |||||||||||||||||
Name | Age | Director Since | Professional Background | Independent | Committee Memberships | ||||||||||||
Robert J. Eck |
65
|
2011
|
Retired CEO of Anixter International, Inc. | Lead Independent Director |
ú
Compensation
ú
Governance (Chair)
|
||||||||||||
Robert A. Hagemann |
67
|
2014
|
Retired CFO of Quest Diagnostics Incorporated | ü |
ú
Audit
ú
Finance
|
||||||||||||
Michael F. Hilton |
69
|
2012
|
Retired President and CEO of Nordson Corporation | ü |
ú
Compensation (Chair)
ú
Governance
|
||||||||||||
Tamara L. Lundgren |
66
|
2012
|
Chairman, President and CEO of Radius Recycling | ü |
ú
Audit
ú
Governance
|
||||||||||||
Luis P. Nieto, Jr. |
68
|
2007
|
Retired President of the Consumer Foods Group for ConAgra Foods Inc. | ü |
ú
Compensation
ú
Finance
|
||||||||||||
David G. Nord |
66
|
2018
|
Retired Executive Chairman of Hubbell Incorporated | ü |
ú
Audit (Chair)
ú
Finance
|
||||||||||||
Robert E. Sanchez |
58
|
2013
|
Board Chair and CEO of Ryder System, Inc.
|
||||||||||||||
Abbie J. Smith |
70
|
2003
|
Professor of Accounting at the University of Chicago Booth School of Business | ü |
ú
Audit
ú
Finance (Chair)
|
||||||||||||
E. Follin Smith |
64
|
2005
|
Retired EVP, CFO and Chief Administrative Officer of Constellation Energy Group, Inc. | ü |
ú
Compensation
ú
Governance
|
||||||||||||
Dmitri L. Stockton |
59
|
2018
|
Retired Chairman, President and CEO of GE Asset Management | ü |
ú
Compensation
ú
Finance
|
||||||||||||
Charles M. Swoboda |
57
|
2022
|
Retired Chairman, President and CEO of Cree, Inc. | ü |
ú
Audit
ú
Governance
|
10 directors
with senior leadership experience
|
8 directors
with financial or accounting background
|
10 directors
with public company experience
|
7 directors
with industry experience
|
7 directors
brand management/corporate strategy/ product development experience
|
10 directors
with business development/M&A experience
|
EXECUTIVE COMPENSATION HIGHLIGHTS |
4 |
Directly link pay with Company performance;
majority of pay in performance-based compensation
|
4 |
Balance between cash and equity
that appropriately incentivizes executives to
create long-term value
|
||||||||
4 |
Incentive awards use a
variety of distinct metrics
with
maximum threshold payouts
to avoid overemphasis on one metric or excessive risk taking
|
4 |
Three-year performance periods and targets
for long-term performance-based awards
|
||||||||
4 |
Incentive awards include
double trigger
and
clawback provisions
|
4 |
Annual say-on-pay vote
; last year we received 95% support for compensation paid to our executives
|
||||||||
4 |
No tax gross-ups or excessive parachute payments
for equity awards
|
4 |
Engage an
independent compensation consultant
to evaluate executive compensation
|
4 |
Most total direct compensation was performance-based and considered "at risk"; 88% of our CEO's total direct compensation was at risk
|
4 |
All performance-based metrics in Long-Term Incentive Plan ("
LTIP
") and Annual Incentive Plan ("
AIP
") have payouts ranging from 0% to 200%
|
||||||||
4 |
Base salary increases for each NEO as a result of annual salary review process
|
4 |
Continued use of distinct and complimentary metrics in both AIP and LTIP, reflecting shareholder alignment
|
||||||||
4 | Adopted recoupment policy in compliance with NYSE listing rules, and maintained separate recoupment policy above and beyond NYSE requirements | 4 | Updated severance agreements in line with market practice |
Ryder System, Inc.
|
2024
Proxy Statement
|
3
|
|
Information About Our Annual Meeting |
INFORMATION ABOUT OUR ANNUAL MEETING |
Proposal | Board Recommendation | |||||||
No. 1
|
To elect each of the following eleven directors for a one-year term expiring at the 2025 Annual Meeting of Shareholders: Robert J. Eck, Robert A. Hagemann, Michael F. Hilton, Tamara L. Lundgren, Luis P. Nieto, Jr., David G. Nord, Robert E. Sanchez, Abbie J. Smith, E. Follin Smith, Dmitri L. Stockton and Charles M. Swoboda
|
FOR each
director nominee |
||||||
No. 2
|
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2024 fiscal year
|
FOR | ||||||
No. 3
|
To approve, on an advisory basis, the compensation of our named executive officers, which we refer to as "Say on Pay" | FOR | ||||||
Nos. 4-5 |
To vote, on an advisory basis, on shareholder proposals
|
AGAINST each shareholder proposal |
Ryder System, Inc.
|
2024
Proxy Statement
|
4
|
|
Corporate Governance Framework
|
CORPORATE GOVERNANCE FRAMEWORK |
Ryder System, Inc.
|
2024
Proxy Statement
|
5
|
|
Board of Directors
|
BOARD OF DIRECTORS |
Director Independence | |||||
10 of 11 Directors are Independent |
|
Ryder System, Inc.
|
2024
Proxy Statement
|
6
|
|
Board of Directors
|
SHAREHOLDER ENGAGEMENT AND COMMUNICATIONS WITH THE BOARD |
Board Assessment and Monitoring
|
è | Outreach and Engagement |
è
|
Evaluate and Respond | ||||||||||
•
Shareholder voting results for Ryder and other peer companies
•
Shareholder governance and proxy voting policies
•
Investor sentiment
•
Emerging trends in sustainability, executive compensation and other matters
•
Ryder governance policies and practices
|
•
Ryder's Board Chair/CEO, CFO, CLO/Corporate Secretary, and VP of Investor Relations regularly meet with shareholders to actively solicit input on a range of issues
•
Independent Board members, such as our Lead Independent Director or a committee chair, may participate as appropriate
•
Feedback is reviewed with our Governance Committee and full Board as appropriate
|
•
Shareholder input is integral to our Board's continuous improvement of governance and executive compensation practices
•
Our Board identifies and evaluates consistent feedback raised by shareholders
•
Our Board may respond with enhancements to policy, practices and disclosures
|
BOARD MEETINGS |
Ryder System, Inc.
|
2024
Proxy Statement
|
7
|
|
Board of Directors
|
BOARD LEADERSHIP STRUCTURE |
4 | Call meetings of the Board or of the independent directors, as necessary | |||||||||||||
4 | Review and approve meeting agendas for the Board, in collaboration with the Chair and CLO/Corporate Secretary, to ensure that topics requested by the independent directors are included | |||||||||||||
4 | Request and preview information sent to the Board, as necessary | |||||||||||||
4 | Serve as liaison between Board and management to ensure Board obtains the materials and information it needs | |||||||||||||
4 | Serve as liaison between Chair and independent directors, and work with the Chair to make sure all director viewpoints are considered and that decisions are appropriately made | |||||||||||||
4 | Preside at all Board meetings at which the Chair is not present, including outside director sessions of the independent directors (which are held at every regular meeting) | |||||||||||||
4 | Consult with shareholders on their concerns and expectations, upon request | |||||||||||||
4 | Engage with other independent directors to identify matters for discussion at outside director sessions | |||||||||||||
4 | Oversee annual CEO evaluation | |||||||||||||
4 | Serve as Governance Committee Chair and oversee the Board’s annual evaluation process and the search process for new director candidates |
BOARD COMMITTEES |
Ryder System, Inc.
|
2024
Proxy Statement
|
8
|
|
Audit Committee
|
AUDIT COMMITTEE |
David G. Nord
(Chair)
|
Robert A. Hagemann | Tamara L. Lundgren | Abbie J. Smith | Charles M. Swoboda |
Key Responsibilities | |||||
4 | Approve compensation and evaluate the independence of our independent registered certified public accounting firm | ||||
4 | Approve scope of annual audit and related audit fees | ||||
4 | Review scope of internal audit's activities and performance of internal audit function | ||||
4 | Review and discuss adequacy and effectiveness of internal control over financial reporting with internal audit and independent registered certified public accounting firm | ||||
4 | Oversee investigations regarding accounting and financial complaints and Ryder's compliance and ethics program | ||||
4 | Review financial statements, audit results, financial disclosures and earnings guidance | ||||
4 | Review reports related to cybersecurity and information technology risks, network security and data privacy | ||||
4 | Oversee process by which the Company assesses and manages risk | ||||
4 | Oversee matters relating to accounting, auditing and financial reporting practices and policies | ||||
Independence and Financial Expertise | |||||
4 | All members are independent | ||||
4 | All members are financial experts |
Ryder System, Inc.
|
2024
Proxy Statement
|
9
|
|
Compensation Committee
|
COMPENSATION COMMITTEE |
Michael F. Hilton
(Chair) |
Robert J. Eck | Luis P. Nieto, Jr. | E. Follin Smith | Dmitri L. Stockton |
Key Responsibilities | ||||||||||||||||||||
4 | Oversee and approve our executive and director compensation plans, policies and programs | |||||||||||||||||||
4 | Review industry trends and benchmark data, and determine whether compensation actions support key business objectives and pay-for-performance philosophy | |||||||||||||||||||
4 | Approve compensation actions for direct reports to the CEO, and recommend compensation actions for the CEO for consideration by the independent directors | |||||||||||||||||||
4 | Review and discuss results of shareholder advisory vote on executive compensation (and frequency of such vote) and other shareholder input, and consider whether to recommend any adjustments to policies and practices based on this feedback | |||||||||||||||||||
4 | Review and assess compensation policies from a risk management perspective | |||||||||||||||||||
4 | Oversee the preparation of the Compensation Discussion and Analysis section of the Company's annual proxy statement and determine whether to recommend it for inclusion in the proxy statement | |||||||||||||||||||
Independence | ||||||||||||||||||||
4 | All members are independent |
Ryder System, Inc.
|
2024
Proxy Statement
|
10
|
|
Corporate Governance and
Nominating Committee |
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE |
Robert J. Eck
(Chair) |
Michael F. Hilton | Tamara L. Lundgren | E. Follin Smith | Charles M. Swoboda |
Key Responsibilities | ||||||||
4 | Identify and recommend qualified individuals to serve as directors | |||||||
4 | Review qualifications of director candidates, including those recommended by our shareholders pursuant to our By-Laws | |||||||
4 | Recommend to the Board the nominees to be proposed by the Board for election as directors at our Annual Meeting of Shareholders | |||||||
4 | Recommend size, structure, composition and functions of Board committees | |||||||
4 | Review and recommend changes to charters of each committee of the Board | |||||||
4 | Oversee Board and committee evaluation processes, as well as annual CEO evaluation process | |||||||
4 | Review and recommend changes to Corporate Governance Guidelines and Principles of Business Conduct, and oversee and approve governance practices of the Company and Board | |||||||
4 | Oversee process by which Board identifies and prepares for a crisis and reviews material issues related to public policy, public affairs and corporate responsibility | |||||||
4 | Oversee the Company's strategy relating to environmental, governmental affairs, safety, health and security, diversity and charitable giving initiatives | |||||||
Independence | ||||||||
4 | All members are independent |
1 |
Evaluate Board Composition
|
2 | Identify Diverse Pool of Qualified Candidates | 3 | Assess Potential Candidates | 4 | Recommend Candidates for Approval | |||||||||||||||||||
•
Independent directors review existing strengths and contributions of current Board members and discuss areas for composition enhancements
•
Independent directors use a board composition matrix to assist them in this interactive process
|
•
Engage experienced director search firm
•
Review Board recommendations
•
Review shareholder recommendations
•
Seek slate of qualified director candidates who are diverse
|
•
Review experience, skills, expertise and professional background
•
Evaluate ability to commit adequate time given other obligations
•
Meet with director candidates
|
•
Recommend selected candidates for appointment to our Board
|
|
Ryder System, Inc.
|
2024
Proxy Statement
|
11
|
|
Corporate Governance and
Nominating Committee |
In identifying individuals to nominate for election to our Board, the Governance Committee seeks candidates who: | ||||||||||||||
4 | Have a high level of personal integrity and exercise sound business judgement; | |||||||||||||
4 | Are highly accomplished, with superior credentials, recognition and strong senior leadership experience in their respective fields; | |||||||||||||
4 | Are diverse by experience, perspectives, background, race, ethnicity, gender, tenure and age; | |||||||||||||
4 | Have relevant expertise and experience that is valuable to the business of the Company and its long-term strategy, goals and initiatives; | |||||||||||||
4 | Have an understanding of, and concern for, the interests of our shareholders; and | |||||||||||||
4 | Have sufficient time to devote to fulfilling their obligations as directors. |
Ryder System, Inc.
|
2024
Proxy Statement
|
12
|
|
Corporate Governance and
Nominating Committee |
1 |
Governance Committee Review
|
2 | Open Dialogue Sessions | 3 | Thorough Review of Results | ||||||||||||||||||
Our Governance Committee periodically reviews the format of the Board and committee evaluation process to ensure that actionable feedback is solicited on the performance of the Board and committees.
For 2023, the Governance Committee distributed a list of potential evaluation topics to the Board for review and consideration prior to scheduling open dialogue sessions.
|
Open dialogue sessions were conducted with the Lead Independent Director and each Board member, as well as with the committee chairs and their respective committee members. The topics considered for discussion include:
•
Overall Board and committee composition and Board and individual effectiveness;
•
Oversight of corporate strategy and CEO evaluation and succession planning;
•
Quantity and quality of information presented by management;
•
Oversight and management of risks;
•
Access to members of management; and
•
Identification of topics that should receive more attention and discussion.
|
A summary of Board and committee evaluation results were reviewed and discussed by the Board and each committee in outside director sessions. | |||||||||||||||||||||
4 | Feedback Incorporated | ||||||||||||||||||||||
Policies and practices were updated as a result of director feedback. Examples of changes made in response to the evaluation process include:
•
Enhanced the information regularly provided to directors;
•
Allotted more time for strategic discussion with members of management; and
•
Further evolved the format of meeting materials to enable directors to focus on key data.
|
Ryder System, Inc.
|
2024
Proxy Statement
|
13
|
|
Corporate Governance and
Nominating Committee |
Ryder System, Inc.
|
2024
Proxy Statement
|
14
|
|
Finance Committee and
Risk Management |
FINANCE COMMITTEE |
Abbie J. Smith
(Chair) |
Robert A. Hagemann | Luis P. Nieto, Jr. | David G. Nord | Dmitri L. Stockton |
Key Responsibilities | ||||||||
4 | Review key financial metrics, liquidity position, and financing arrangements and requirements | |||||||
4 | Review, and approve or recommend, capital allocation strategy, including significant capital expenditures, significant acquisitions and divestitures, issuances or repurchases of debt and equity securities, dividend policy and pension contributions | |||||||
4 | Review relationships with rating agencies, banks and analysts | |||||||
4 | Evaluate our risk management policies and activities (relating to business, economic, interest rate, foreign currency and other risks relating to capital structure and access to capital), and provide guidance to the Board with respect thereto | |||||||
4 | Review corporate insurance program and activities | |||||||
4 | Review post-audits of major capital expenditures and business acquisitions | |||||||
4 | Review and recommend to the Board candidates for the Company's Investment Committees | |||||||
Independence | ||||||||
4 | All members are independent |
RISK MANAGEMENT |
Ryder System, Inc.
|
2024
Proxy Statement
|
15
|
|
Risk Management
|
Board/Committee Areas of Risk Oversight | ||||||||
Full Board | 4 | Company culture and tone at the top | ||||||
4 | Strategic, financial, competitive and execution risks associated with the annual business operating plan and strategic plan | |||||||
4 | Allocation of significant capital investments | |||||||
4 | Major litigation and regulatory matters | |||||||
4 | Significant acquisitions and divestitures | |||||||
4 | CEO and executive management succession planning | |||||||
4 | Business conditions and competitive landscape | |||||||
4 | Natural disasters and pandemics | |||||||
Audit Committee | 4 | Financial matters (including financial reporting, accounting, public disclosure and internal controls) | ||||||
4 | Cybersecurity and information technology | |||||||
4 | Major litigation and regulatory matters | |||||||
4 | Internal audit function and the compliance and ethics program | |||||||
4 | Process by which the Company assesses and manages risk | |||||||
Compensation Committee | 4 | CEO and other executive and director compensation | ||||||
4 | Equity and incentive-based compensation programs | |||||||
4 | Compensation risk assessment | |||||||
Governance Committee | 4 | Board effectiveness, organization and corporate governance | ||||||
4 | CEO evaluation process and director succession planning | |||||||
4 | Company strategy relating to environmental, governmental affairs, safety, health and security, diversity and charitable giving | |||||||
Finance Committee | 4 | Capital structure, expenditures, significant acquisitions and dispositions, financing transactions and asset management | ||||||
4 | Liquidity, cost of capital and access to capital, currency and interest rate exposures and insurance strategies |
Ryder System, Inc.
|
2024
Proxy Statement
|
16
|
|
Related Person Transactions |
RELATED PERSON TRANSACTIONS |
No Related Person Transactions in 2023
|
|
Ryder System, Inc.
|
2024
Proxy Statement
|
17
|
|
Election of Directors
(Proposal 1) |
PROPOSAL NO. 1 | ||
ELECTION OF DIRECTORS |
KEY FACTS ABOUT OUR BOARD |
10 directors
with senior leadership experience
|
8 directors
with financial or accounting background
|
10 directors
with public company experience
|
||||||
7 directors
with our Company's industry expertise
|
7 directors
with brand management/corporate strategy/product development background
|
10 directors
with business development and M&A experience
|
Ryder System, Inc.
|
2024
Proxy Statement
|
18
|
|
Election of Directors
(Proposal 1) |
DIRECTOR NOMINEES |
Robert J. Eck | |||||
|
BUSINESS EXPERIENCE:
Mr. Eck served as CEO of Anixter International Inc. ("Anixter"), a global distributor of network and security solutions, electrical and electronic solutions, and utility power solutions, from 2008 until he retired in 2018.
Mr. Eck joined Anixter in 1989 and held roles of increasing responsibility in strategy, supply chain management, sales and marketing, and human resources. From 2007 to 2008, Mr. Eck served as Executive Vice President and Chief Operating Officer of Anixter. Prior to that position, Mr. Eck served as Executive Vice President of Enterprise Cabling and Security Solutions for Anixter from 2004 to 2007. In 2003, he served as Senior Vice President of Physical Security Products and Integrated Supply of Anixter.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
A past director of Anixter (until June 2020)
QUALIFICATIONS:
The Board nominated Mr. Eck as a director because of his leadership experience and expertise in supply chain management, domestic and international operations, and marketing and business development. In addition, Mr. Eck has prior leadership experience as President and CEO and a director of a global public company.
Consistent with our policies and practices related to director service, in making a determination as to Mr. Eck’s nomination, the Board considered Mr. Eck’s qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director Since:
2011
Age:
65
Committees:
•
Compensation
•
Corporate Governance & Nominating (Chair)
Lead Independent Director
|
Ryder System, Inc.
|
2024
Proxy Statement
|
19
|
|
Election of Directors
(Proposal 1) |
Robert A. Hagemann | |||||
|
BUSINESS EXPERIENCE:
Mr. Hagemann served as Senior Vice President and Chief Financial Officer of Quest Diagnostics Incorporated ("Quest") until he retired in 2013.
Mr. Hagemann joined Quest's predecessor, Corning Life Sciences, Inc. ("Corning"), in 1992, and held roles of increasing responsibility until he was named Chief Financial Officer of Quest in 1998. Prior to joining Corning, Mr. Hagemann held senior financial positions at Prime Hospitality, Inc. and Crompton & Knowles, Inc. He also held various positions in corporate accounting and audit at Merrill Lynch & Company and Ernst & Young.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
Graphic Packaging Holding Company
•
Zimmer Biomet Holdings, Inc.
QUALIFICATIONS:
The Board nominated Mr. Hagemann as a director because of his leadership experience and expertise in finance and accounting, business development, strategy, supply chains and government contracting. In addition, Mr. Hagemann has leadership experience of a global public company as Chief Financial Officer and as a director, including serving on audit, compensation, governance and research/innovation/technology committees.
Consistent with our policies and practices related to director service, in making a determination as to Mr. Hagemann's nomination, the Board considered Mr. Hagemann's current service on the board of two other public companies. Mr. Hagemann was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since:
2014
Age:
67
Committees:
•
Audit
•
Finance
|
Michael F. Hilton | |||||
|
BUSINESS EXPERIENCE:
Mr. Hilton served as the President and CEO of Nordson Corporation ("Nordson"), an engineering and manufacturing company, from 2010 until he retired in 2019.
Prior to joining Nordson, Mr. Hilton served as Senior Vice President and General Manager of Air Products & Chemicals, Inc. ("Air Products") from 2007 until 2010, and was responsible for leading the company's global Electronics and Performance Materials segment. Mr. Hilton joined Air Products in 1976, where he held roles of increasing responsibility in a variety of management and operations positions. Air Products serves customers in industrial, energy, technology and healthcare markets worldwide with a unique portfolio of atmospheric gases, process and specialty gases, performance materials, equipment and services.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
Jeld-Wen Holding, Inc.
•
Lincoln Electric Holdings, Inc.
•
Regal Beloit Corporation
•
A past director of Nordson (until December 2019)
QUALIFICATIONS:
The Board nominated Mr. Hilton as a director because of his leadership experience and expertise in global operations, strategy development, business-to-business marketing and oversight of large and diverse business units. In addition, Mr. Hilton has leadership experience from his past service as CEO of a global public company and as a current director on two other global public company boards.
Consistent with our policies and practices related to director service, in making a determination as to Mr. Hilton's nomination, the Board considered Mr. Hilton's past leadership experience and his current service on two other public company boards. Mr. Hilton was renominated based on his qualifications listed above, his valuable contributions to the Board, his in-depth knowledge of the Company gleaned from his years of service on the Board, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since:
2012
Age:
69
Committees:
•
Compensation (Chair)
•
Corporate Governance & Nominating
|
Ryder System, Inc.
|
2024
Proxy Statement
|
20
|
|
Election of Directors
(Proposal 1) |
Tamara L. Lundgren | |||||
|
CURRENT PRINCIPAL OCCUPATION:
Ms. Lundgren serves as Chairman, President and CEO of Radius Recycling ("Radius"), previously Schnitzer Steel Industries, Inc. ("SSI"). Radius is one of the largest publicly-traded manufacturers and exporters of recycled metals in North America, operating over 100 facilities throughout North America, including seven deep-water ports located on both coasts of the U.S. and Puerto Rico and a retail auto parts business with over four million annual retail visits.
BUSINESS EXPERIENCE:
Ms. Lundgren was appointed President and CEO of SSI in 2008 and Chairman in 2020. Ms. Lundgren joined SSI in 2005 as Chief Strategy Officer and held positions of increasing responsibility, including Executive Vice President and Chief Operating Officer. Prior to joining SSI, Ms. Lundgren was an investment banker and lawyer with 25 years of experience in the U.S. and Europe. Ms. Lundgren was a Managing Director at JPMorgan Chase and Deutsche Bank in London and New York. Earlier she was a partner in the Washington, D.C. law firm of Hogan Lovells (then Hogan & Hartson, LLP).
OTHER PUBLIC BOARD MEMBERSHIPS:
•
Radius Recycling
•
A past director of Parsons Corporation (until April 2020)
OTHER RELEVANT EXPERIENCE:
•
A past member of the Board of Directors of Federal Reserve Bank of San Francisco (until December 2023); former Chair of the Board
•
A past member of the Board of Directors of the U.S. Chamber of Commerce (until June 2022); former Chairman of the Board
QUALIFICATIONS:
The Board nominated Ms. Lundgren as a director because of her leadership experience and expertise in global operations, strategy, and finance and corporate law. In addition, Ms. Lundgren has leadership experience as President and CEO and as a director of a global public company.
Consistent with our policies and practices related to director service, in making a determination as to Ms. Lundgren's nomination, the Board considered Ms. Lundgren's current role as CEO of another public company and service on the board of her company. Ms. Lundgren was renominated based on her qualifications listed above, her significant contributions to the Board and Company, and her demonstrated willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since:
2012
Age:
66
Committees:
•
Audit
•
Corporate Governance & Nominating
|
Luis P. Nieto, Jr. | |||||
|
BUSINESS EXPERIENCE:
Mr. Nieto served as President of the Consumer Foods Group for ConAgra Foods Inc. ("ConAgra"), one of the largest packaged food companies in North America, from 2007 until he retired in 2009.
Mr. Nieto joined ConAgra in 2005 and held various leadership positions, including President of the Meats Group and Refrigerated Foods Group. Prior to joining ConAgra, Mr. Nieto was President and CEO of the Federated Group, a leading private label supplier to the retail grocery and foodservice industries, from 2002 to 2005. From 2000 to 2002, he served as President of the National Refrigerated Products Group of Dean Foods Company. Prior to joining Dean Foods, Mr. Nieto held positions in brand management and strategic planning with Mission Foods, Kraft Foods and the Quaker Oats Company. Mr. Nieto is the President of Nieto Advisory LLC, a consulting firm and is affiliated with Akoya Capital Partners.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
A past director of AutoZone, Inc. (until December 2019)
QUALIFICATIONS:
The Board nominated Mr. Nieto as a director because of his leadership experience and expertise in finance, operations, supply chains, brand management, marketing and strategic planning. In addition, Mr. Nieto has leadership experience in positions of executive oversight and senior management at a global public company. He also has experience as a director on a global public company board, including serving on audit and governance committees.
Consistent with our policies and practices related to director service, in making a determination as to Mr. Nieto's nomination, the Board considered Mr. Nieto’s past service on the board of another public company. Mr. Nieto was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since:
2007
Age:
68
Committees:
•
Compensation
•
Finance
|
Ryder System, Inc.
|
2024
Proxy Statement
|
21
|
|
Election of Directors
(Proposal 1) |
David G. Nord | |||||
|
BUSINESS EXPERIENCE:
Mr. Nord served as Executive Chairman of Hubbell Incorporated ("Hubbell"), an international manufacturer of electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications until May 2021, and as Chief Executive Officer from May 2014 until he retired in October 2020.
Mr. Nord joined Hubbell in 2005 as Senior Vice President and Chief Financial Officer, and subsequently served as President and Chief Operating Officer from 2012 to 2013. Prior to joining Hubbell, Mr. Nord held various senior financial positions at United Technologies Corporation, including Vice President and Controller as well as Vice President of Finance and Chief Financial Officer of Hamilton Sundstrand Corporation, one of its principal subsidiaries.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
Jeld-Wen Holding, Inc.
•
A past director of Hubbell (until May 2021)
QUALIFICATIONS:
The Board nominated Mr. Nord as a director because of his leadership experience, expertise in global operations and strong financial acumen. In addition, Mr. Nord has past leadership experience as President and CEO and as a director of a global public company.
Consistent with our policies and practices related to director service, in making a determination as to Mr. Nord's nomination, the Board considered Mr. Nord's past role as CEO of another public company and current service on a public company board. Mr. Nord was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since: 2018
Age:
66
Committees:
•
Audit (Chair)
•
Finance
|
Robert E. Sanchez | |||||
|
CURRENT PRINCIPAL OCCUPATION:
Mr. Sanchez currently serves as Board Chair and CEO of Ryder.
BUSINESS EXPERIENCE:
Mr. Sanchez was appointed Chair of Ryder's Board in May 2013, after his appointment as President and CEO in January 2013. Mr. Sanchez joined Ryder in 1993 and has served in positions of increasing responsibility, including a broad range of leadership positions in Ryder's business segments. Mr. Sanchez served as President and Chief Operating Officer from February 2012 to December 2012. Prior to that position, he served as President of Global Fleet Management Solutions, Ryder's largest business segment, from September 2010 to February 2012. Mr. Sanchez also served as Executive Vice President and Chief Financial Officer from October 2007 to September 2010; as Executive Vice President of Operations, U.S. Fleet Management Solutions from October 2005 to October 2007; and as Senior Vice President and Chief Information Officer from January 2003 to October 2005. Mr. Sanchez has been a member of Ryder's Executive Leadership team since 2003.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
Texas Instruments, Inc.
OTHER RELEVANT EXPERIENCE:
•
Member of the Board of Directors of the Truck Renting and Leasing Association ("TRALA")
QUALIFICATIONS:
The Board nominated Mr. Sanchez as a director because of his leadership experience and expertise in transportation, supply chains/logistics, global operations, finance and information technology. He has broad leadership experience based on years of diverse senior management roles at Ryder, including serving as President and Chief Operating Officer, Division President of Ryder's largest business segment, Chief Financial Officer and Chief Information Officer. He also has experience as a director on a global public company board, including having served as compensation committee chair.
Mr. Sanchez was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since:
2013
Age:
58
Board Chair
|
Ryder System, Inc.
|
2024
Proxy Statement
|
22
|
|
Election of Directors
(Proposal 1) |
Abbie J. Smith | |||||
|
CURRENT PRINCIPAL OCCUPATION:
Ms. Smith serves as the Boris and Irene Stern Distinguished Service Professor of Accounting at the University of Chicago Booth School of Business.
BUSINESS EXPERIENCE:
Ms. Smith joined the faculty of the University of Chicago Booth School of Business in 1980 upon completion of her Ph.D. in Accounting at Cornell University. The primary focus of her research is corporate restructuring, transparency and corporate governance. She was nominated for a 2005 Smith Breeden Prize for her publication in The Journal of Finance, and has received a Marvin Bower Fellowship from the Harvard Business School, a McKinsey Award for Excellence in Teaching, and a GE Foundation Research Grant.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
HNI Corporation
OTHER RELEVANT EXPERIENCE:
•
Trustee of the Dimensional ETF Trust, DFA Investment Trust Co, and Dimensional Emerging Markets Value Fund; Dimensional Investment Group Inc.; and DFA Investment Dimensions Group Inc.
•
Trustee of the Chicago-based UBS Funds
QUALIFICATIONS:
The Board nominated Ms. Smith as a director because of her leadership experience and expertise in business, accounting and corporate governance. In addition, Ms. Smith has an accomplished educational background with extensive academic and teaching experience in business, accounting and corporate governance. She also has experience as a director on global public company boards, including serving as lead independent director and member of audit and governance committees.
Consistent with our policies and practices related to director service, in making a determination as to Ms. Smith's nomination, the Board considered Ms. Smith's current role as a professor of a distinguished university and service on other company boards. Ms. Smith was renominated based on her qualifications listed above, her significant contributions to the Board and Company, and her demonstrated willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since:
2003
Age:
70
Committees:
•
Audit
•
Finance (Chair)
|
E. Follin Smith | |||||
|
BUSINESS EXPERIENCE:
Until May 2007, Ms. Smith served as the Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Constellation Energy Group, Inc. ("Constellation Energy Group"), then the nation's largest competitive supplier of electricity to large commercial and industrial customers and the nation's largest wholesale power seller.
Ms. Smith joined Constellation Energy Group as Senior Vice President, Chief Financial Officer in June 2001, and was appointed Chief Administrative Officer in December 2003. Before joining Constellation Energy Group, Ms. Smith was Senior Vice President and Chief Financial Officer of Armstrong Holdings, Inc. ("Armstrong"), the global leader in hard-surface flooring and ceilings. Prior to joining Armstrong, Ms. Smith held various senior financial positions with General Motors, including Chief Financial Officer for General Motors' Delphi Chassis Systems division.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
A past director of Kraft Foods Group (until July 2015)
•
A past director of Discover Financial Services (until May 2014)
QUALIFICATIONS:
The Board nominated Ms. Smith as a director based on her leadership experience and expertise in finance, human resources, risk management, legal and information technology. In addition, Ms. Smith has leadership experience serving as Chief Financial Officer, Chief Administrative Officer, and as a director of global public companies, including serving on audit, governance and risk committees.
Consistent with our policies and practices related to director service, in making a determination as to Ms. Smith's nomination, the Board considered Ms. Smith's past experience as a Chief Financial Officer and service on other company boards. Ms. Smith was renominated based on her qualifications listed above, her significant contributions to the Board and Company, and her demonstrated willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since:
2005
Age:
64
Committees:
•
Compensation
•
Corporate Governance & Nominating
|
Ryder System, Inc.
|
2024
Proxy Statement
|
23
|
|
Election of Directors
(Proposal 1) |
Dmitri L. Stockton | |||||
|
BUSINESS EXPERIENCE:
Mr. Stockton served as Senior Vice President and Special Advisor to the Chairman of General Electric Company ("GE"), a multinational industrial company that provides power and water, aviation, oil and gas, healthcare, appliances and lighting, energy management, transportation and financial services, from 2016 until he retired in 2017.
Mr. Stockton joined GE in 1987 and held various positions of increasing responsibility during his 30-year tenure. From 2011 to 2016, Mr. Stockton served as Chairman, President and CEO of GE Asset Management, a global asset management company affiliated with GE, and as Senior Vice President of GE. From 2008 to 2011, he served as President and CEO for GE Capital Global Banking and Senior Vice President of GE. He also served as President and Chief Executive Officer for GE Consumer Finance for Central and Eastern Europe.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
Deere & Company
•
Target Corporation
•
WestRock Company
•
A past director of Stanley Black & Decker (until December 2021)
OTHER RELEVANT EXPERIENCE:
•
GE Asset Management Inc. (until 2016); GE RSP US Equity and GE RSP Income Fund (until 2016); and GE Elfun Funds (until 2016)
QUALIFICATIONS:
The Board nominated Mr. Stockton as a director because of his leadership experience and his expertise in risk management, governance, finance and asset management. In addition, Mr. Stockton also has leadership experience in positions of executive oversight and senior management from his tenure at GE, as well as experience as a director on public company boards.
Consistent with our policies and practices related to director service, in making a determination as to Mr. Stockton's nomination, the Board considered Mr. Stockton's current service on the Board of three other public companies. Mr. Stockton was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since:
2018
Age:
59
Committees:
•
Compensation
•
Finance
|
Charles M. Swoboda | |||||
|
BUSINESS EXPERIENCE:
Mr. Swoboda served as Chairman and CEO of Cree, Inc. ("Cree"), a global company leader in silicone carbide technology, from May 2005 until he retired in May 2017. Mr. Swoboda was appointed President and CEO of Cree in 2001 and Chairman in 2005. Mr. Swoboda joined Cree in 1993 as a Manager of LED Product and held positions of increasing responsibility, including President and Chief Operating Officer. Prior to joining Cree, Mr. Swoboda held positions of significant responsibility, including Sales Engineer at Hewlett-Packard Company.
OTHER PUBLIC BOARD MEMBERSHIPS:
•
A past director of Anixter (until June 2020)
OTHER RELEVANT EXPERIENCE:
•
Executive Chairman of Vast Therapeutics, a preclinical stage drug development company
QUALIFICATIONS:
The Board nominated Mr. Swoboda as a director because of his leadership experience and expertise in global operations, and new product and technology development and commercialization. In addition, Mr. Swoboda has leadership experience in positions of executive oversight and senior management at global public companies. He also has experience as a director on global public company boards, including serving as a member of the governance and compensation committees.
Consistent with our policies and practices related to director service, in making a determination as to Mr. Swoboda's nomination, the Board considered Mr. Swoboda's past experience as a Chairman and CEO and service on other company boards. Mr. Swoboda was nominated based on his qualifications listed above, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
|
||||
Director since:
2022
Age:
57
Committees:
•
Audit
•
Corporate Governance & Nominating
|
Ryder System, Inc.
|
2024
Proxy Statement
|
24
|
|
Ratification of Independent Registered Certified Public Accounting Firm
(Proposal 2) |
PROPOSAL NO. 2 | ||
RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM |
2023
|
2022
|
|||||||
Audit Fees | $5.4 | $5.4 | ||||||
Audit-Related Fees | 0.2 | 0.2 | ||||||
Tax Fees | — | — | ||||||
All Other Fees | — | — | ||||||
Total Fees | $5.6 | $5.6 |
Ryder System, Inc.
|
2024
Proxy Statement
|
25
|
|
Ratification of Independent Registered Certified Public Accounting Firm
(Proposal 2) |
Ryder System, Inc.
|
2024
Proxy Statement
|
26
|
|
Audit Committee Report |
AUDIT COMMITTEE REPORT |
David G. Nord (Chair) | |||||
Robert A. Hagemann | |||||
Tamara L. Lundgren | |||||
Abbie J. Smith | |||||
Charles M. Swoboda |
Ryder System, Inc.
|
2024
Proxy Statement
|
27
|
|
Security Ownership of Officers and Directors
|
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS |
Name of Beneficial Owner |
Total Shares
Beneficially Owned
(1)
|
Percent of Class
(2)
|
Of the Total Shares Beneficially Owned, Shares Which May Be Acquired Within 60 days
(3)
|
|||||||||||||||||
Robert E. Sanchez
(4)(5)
|
1,044,547 | 2.3% | 622,656 | |||||||||||||||||
John J. Diez | 268,674 | * | 151,772 | |||||||||||||||||
Robert J. Eck
(4)
|
31,727 | * | 31,727 | |||||||||||||||||
Robert D. Fatovic
(4)(5)
|
188,804 | * | 132,483 | |||||||||||||||||
Robert A. Hagemann | 26,451 | * | 24,051 | |||||||||||||||||
Thomas M. Havens | 66,995 | * | 49,906 | |||||||||||||||||
Michael F. Hilton | 29,031 | * | 29,031 | |||||||||||||||||
Tamara L. Lundgren | 27,906 | * | 11,620 | |||||||||||||||||
Luis P. Nieto, Jr. | 28,569 | * | 28,569 | |||||||||||||||||
David G. Nord | 28,960 | * | 26,960 | |||||||||||||||||
J. Steven Sensing | 155,457 | * | 117,027 | |||||||||||||||||
Abbie J. Smith
(5)
|
70,323 | * | 47,130 | |||||||||||||||||
E. Follin Smith | 42,085 | * | 33,055 | |||||||||||||||||
Dmitri L. Stockton | 18,449 | * | 18,449 | |||||||||||||||||
Charles M. Swoboda | 3,751 | * | 3,751 | |||||||||||||||||
Directors and Executive Officers as a Group
(21 persons) (4)(5) |
2,321,369 | 5.1% | 1,485,072 |
* |
Represents less than 1% of our outstanding common stock, based on the 44,227,406 shares outstanding of the Company's common stock on February 23, 2024, plus any shares that the listed person could acquire upon the exercise of any other rights exercisable on or before April 24, 2023.
|
||||
(1) | Unless otherwise noted, all shares included in this table are owned directly, with sole voting and dispositive power. Listing shares in this table shall not be construed as an admission that such shares are beneficially owned for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). | ||||
(2) | Percent of class has been computed in accordance with Rule 13d-3(d)(1) of the Exchange Act. | ||||
(3) | Includes total vested but unexercised options to purchase shares of common stock held in the accounts of our executive officers as well as restricted stock units granted to our directors that will be delivered upon the director's departure from the Board, which shares vest upon grant following a director's first year of service on the Board. | ||||
(4) | Includes shares held through a trust, jointly with their spouses or other family members, or held solely by their spouses, as follows: Mr. Sanchez, 322,134 shares; Mr. Fatovic, 2,500 shares; and all directors and executive officers as a group, 324,634 shares. | ||||
(5) | Includes shares held in the accounts of executive officers pursuant to our 401(k) savings plan and deferred compensation plan and shares held in the accounts of directors pursuant to our deferred compensation plan as follows: Ms. A. Smith, 14,415 shares; Mr. Sanchez, 31,192 shares; Mr. Fatovic, 1,560 shares; and all directors and executive officers as a group, 51,584 shares. |
Ryder System, Inc.
|
2024
Proxy Statement
|
28
|
|
Security Ownership of Certain Beneficial Owners
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |
Name and Address |
Number of Shares
Beneficially Owned |
Percent of
Class
(1)
|
||||||
The Vanguard Group
(2)
100 Vanguard Blvd.
Malvern, PA 19355
|
5,113,466 |
11.6%
|
||||||
BlackRock, Inc.
(3)
50 Hudson Yards
New York, NY 10001
|
4,437,196 |
10.0%
|
||||||
Wellington Management Company LLP
(4)
280 Congress Street
Boston, MA 02210
|
3,442,545 |
7.8%
|
||||||
HG Vora Capital Management, LLC
(5)
330 Madison Ave., 20th Fl.
New York, NY 10017
|
2,450,000 |
5.5%
|
(1) |
Percent of class has been computed in accordance with Rule 13d-3(d)(1) of the Exchange Act, and based on the Company's 44,227,406 shares of common stock outstanding as of February 23, 2024.
|
||||
(2) | Based on the most recent SEC filing by The Vanguard Group, on Schedule 13G/A, dated February 13, 2024. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power, 0; shared voting power, 31,036; sole dispositive power, 5,034,265; and shared dispositive power, 79,201. | ||||
(3) | Based on the most recent SEC filing by BlackRock, Inc., on Schedule 13G/A, dated March 7, 2024. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power, 4,177,453; shared voting power, 0; sole dispositive power, 4,437,196; and shared dispositive power, 0. | ||||
(4) | Based on the most recent SEC filing by Wellington Management Company LLP, on Schedule 13G, dated February 8, 2024. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power, 0; shared voting power, 2,770,489; sole dispositive power, 0; and shared dispositive power, 3,442,545. | ||||
(5) | Based on the most recent SEC filing by HG Vora Capital Management, LLC, on Schedule 13G/A, dated February 14, 2024. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power, 0; shared voting power, 2,450,000; sole dispositive power, 0; and shared dispositive power, 2,450,000. |
Ryder System, Inc.
|
2024
Proxy Statement
|
29
|
|
Compensation Discussion and Analysis |
COMPENSATION DISCUSSION AND ANALYSIS |
Robert E. Sanchez | Board Chair and CEO | |||||||
John J. Diez | Executive Vice President and CFO | |||||||
J. Steven Sensing | President, Supply Chain Solutions ("SCS") and Dedicated Transportation Solutions ("DTS") | |||||||
Thomas M. Havens | President, Fleet Management Solutions ("FMS") | |||||||
Robert D. Fatovic
|
Executive Vice President, CLO and Corporate Secretary
|
Page | ||||||||
Ryder Compensation Philosophy and Objectives | 31 | |||||||
2023 Executive Compensation Program Structure
|
31 | |||||||
Suite of Compensation Metrics | 32 | |||||||
Base Salary | 33 | |||||||
2023 AIP Metrics, Targets and Results
|
33 | |||||||
2021-2023 LTIP Metrics, Award Results and Payouts
|
36 | |||||||
2023 LTIP Grants
|
38 | |||||||
Executive Compensation Governance Practices | 40 | |||||||
Other Compensation Information | 41 |
Ryder System, Inc.
|
2024
Proxy Statement
|
30
|
|
Compensation Discussion and Analysis |
Our compensation program has three key goals: | |||||||||||||||||
4 |
Attracting and Retaining Talent
Deliver market competitive compensation that attracts high-impact talent and encourages long-term retention
|
||||||||||||||||
4 |
Encouraging Shareholder Alignment
Tie a significant portion of executive compensation to Company performance to align the interests of our executives with our shareholders, as follows:
•
Drive company performance by setting targets that will promote long-term, sustainable and profitable growth, with appropriate risk-taking
•
Encourage long-term shareholder value creation
|
||||||||||||||||
4 |
Rewarding Individual Performance
Recognize individual performance and contribution to Ryder
|
Ryder System, Inc.
|
2024
Proxy Statement
|
31
|
|
Compensation Discussion and Analysis |
Settled in | Key Factors | Payout Linked to Strategy/Growth | ||||||||||||
|
Base Salary | Cash |
•
Based on experience, market data, performance, tenure, responsibility and succession potential
•
Reviewed annually
|
•
Competitively set to recruit and retain top talent who will drive Company performance
|
||||||||||
Annual Cash Incentive | Cash |
•
Target payout opportunities based on market data
•
Applicable performance metrics approved at the beginning of the year
•
Minimum performance threshold required for any payout, with payouts ranging from 0 - 200% of target
|
•
Comparable EBITDA
(a non-GAAP financial measure)
is a key annualized measure of operating performance and profitability
•
Operating revenue
(a non-GAAP financial measure)
reflects progress against strategic and operational goals
•
Strategic objectives reflect key components of strategic plan by business division
|
Ryder System, Inc.
|
2024
Proxy Statement
|
32
|
|
Compensation Discussion and Analysis |
Settled in | Key Factors | Payout Linked to Strategy/Growth | ||||||||||||
|
Performance-based restricted stock rights ("PBRSRs") | Stock |
•
Based on market data, level of responsibility, succession potential and desired pay mix
•
Target grant value established at the start of three-year performance period, and value vests at end of three-year performance period
•
Minimum performance threshold required for any payout, with payouts ranging from 0 - 200%
|
•
ROE
(a non-GAAP financial measure)
measures how effectively the Company manages returns, capital efficiency, and progress on strategic goals
•
Strategic revenue growth for 2023 - 2025 measures progress against long-term growth goals of more profitable businesses
•
Free cash flow
(a non-GAAP financial measure)
measures available cash for debt and dividend payments and for capital investments
•
TSR modifier measures stock performance against peer group, with no positive modification if actual TSR is negative
|
||||||||||
Time-vested restricted stock rights ("TVRSRs") | Stock |
•
Based on market data, level of responsibility, and desired pay mix
•
Granted at the start of three-year period, and vests ratably over three years
|
•
Provides link to shareholder experience
|
2023 AIP Metrics
|
CEO/Corporate
(1)
|
Division Presidents
(2)
|
|||||||||
RSI Comparable EBITDA | 60% | 30% | |||||||||
Division Comparable EBITDA
(3)
|
N/A | 30% | |||||||||
RSI Operating Revenue | 20% | N/A | |||||||||
Division Operating Revenue
(3)
|
N/A | 20% | |||||||||
RSI Strategic Objectives | 20% | N/A | |||||||||
Division Strategic Objectives
(3)
|
N/A | 20% |
Ryder System, Inc.
|
2024
Proxy Statement
|
33
|
|
Compensation Discussion and Analysis |
2023 Strategic Objectives
(weighted 20% in AIP)
|
Strategic Objectives Outcome | Payout Percentage* | ||||||||||||
CEO/Corporate
(1)
|
•
Includes each of the strategic objectives identified below for FMS, SCS and DTS
|
◦
Exceptional
◦
Very Successful
◦
Successful
◦
Inconsistent
◦
Unsatisfactory
|
200% 150% 100% 50% 0% |
|||||||||||
FMS
(2)
|
•
Improve ChoiceLease pricing
•
Improve maintenance costs
•
Achieve positive overall score on customer engagement survey
|
|||||||||||||
SCS
(3)
|
•
Grow net sales
•
Achieve rate increases
•
Achieve positive overall score on customer engagement survey
|
|||||||||||||
DTS
(3)
|
•
Grow net sales
•
Deploy flexible dedicated operating model
•
Achieve positive overall score on customer engagement survey
|
(1)
Represents Messrs. Sanchez (CEO), Diez (CFO) and Fatovic (CLO/Corporate Secretary).
|
* Actual payout percentages may vary between 0%-200%. | ||||
(2)
Represents Mr. Havens (President of FMS).
|
|||||
(3)
Represents Mr. Sensing (President of SCS/DTS).
|
AIP Metric Definitions | |||||
Comparable EBITDA*
(a non-GAAP financial measure)
|
Represents net earnings, first adjusted to exclude discontinued operations and the following items, all from continuing operations: (i) non-operating pension costs, net, and (ii) any other items that are not representative of our ongoing business operations (these items are the same items that are excluded from comparable earnings measures for the relevant periods and are described under comparable earnings measures in our SEC filings), and then adjusted further for (a) interest expense, (b) income taxes, (c) depreciation, (d) amortization, and (e) used vehicle sales results. Comparable EBITDA incentivizes management to optimize operations whether the economic cycle is negative or positive and is also more reflective of the Company's operating profitability. While the market prices for used vehicles continue to impact compensation heavily (via the LTIP payouts), the Committee determined that a metric more closely aligned with improved operating performance was valuable in the collective suite of incentive compensation metrics and that the best place for this metric was in the annual incentive plan.
|
||||
Operating Revenue*
(a non-GAAP financial measure)
|
Represents total revenue excluding any (i) fuel, and (ii) subcontracted transportation. We exclude fuel and subcontracted transportation as these services are largely pass-through to our customers, thus fluctuations generally minimally impact our profitability. The operating revenue used by the Committee is consistent with the operating revenue reported in Company press releases and public presentations. Operating revenue is intended to measure progress towards strategic and operational goals.
|
||||
Strategic Objectives
|
Represents alignment with the strategic plan and the expectation that attainment of each strategic objective will have occurred in 2023. A minimum threshold of EBITDA financial performance must be achieved in order to payout the strategic objectives. In the case of Messrs. Sanchez, Diez and Fatovic, the strategic objectives reflect initiatives from each business division (FMS, SCS and DTS), and in the case of Messrs. Havens and Sensing the strategic objectives reflect the strategic goals of their respective business divisions. Please refer to the chart above titled "
2023 Strategic Objectives
" for further information.
|
Ryder System, Inc.
|
2024
Proxy Statement
|
34
|
|
Compensation Discussion and Analysis |
Performance Metrics
(1)
(in millions)
|
2023 Threshold
(50% payout)
|
2023 Target
(100% payout)
|
2023 Maximum
(
200% payout)
|
Weight |
2023
Results
(2)
|
2023 Payout
(% of target
)
|
||||||||||||||
RSI Comparable EBITDA | $ | 2,422 | $ | 2,691 | $ | 2,771 | 60% | $ | 2,645 | 91 | % | |||||||||
RSI Operating Revenue
|
$ | 8,658 | $ | 9,620 | $ | 10,389 | 20% | $ | 9,460 | 92 | % | |||||||||
CEO/Corporate
Strategic Objectives |
Inconsistent | Successful | Exceptional | 20% | Successful | 110 | % | |||||||||||||
Earned Payout (weighted) | 95 | % |
(1) |
Comparable EBITDA and operating revenue are non-GAAP financial measures. For a reconciliation of net earnings from continuing operations to comparable EBITDA and total revenue to operating revenue, as well as the reasons why these measures are useful to shareholders, refer to the "Non-GAAP Financial Measures" on pages 44-52 of our Annual Report on Form 10-K for the year ended December 31, 2023.
|
||||
(2) |
The Committee determined to exclude (i) the higher than expected comparable EBITDA benefit from an asset impairment charge related to a customer bankruptcy from the comparable EBITDA results of RSI and SCS, and (ii) the acquisition of IFS Holdings, LLC, which the Company acquired in November 2023 for approximately $255 million, from the comparable EBITDA and operating revenue results of RSI and SCS.
|
Performance Metrics
(1)
(in millions)
|
2023 Threshold
(50% payout)
|
2023 Target
(100% payout)
|
2023 Maximum
(
200% payout)
|
Weight |
2023
Results
(2)
|
2023 Payout
(% of target
)
|
||||||||||||||
RSI Comparable EBITDA | $ | 2,422 | $ | 2,691 | $ | 2,771 | 30% | $ | 2,645 | 91 | % | |||||||||
FMS Comparable EBITDA | $ | 2,134 | $ | 2,371 | $ | 2,442 | 30% | $ | 2,336 | 93 | % | |||||||||
FMS Operating Revenue
|
$ | 4,644 | $ | 5,160 | $ | 5,418 | 20% | $ | 5,052 | 90 | % | |||||||||
FMS Strategic Objectives | Inconsistent | Successful | Exceptional | 20% | Successful | 125 | % | |||||||||||||
Earned Payout (weighted) | 98 | % |
(1) |
Comparable EBITDA and operating revenue are non-GAAP financial measures. For a reconciliation of net earnings from continuing operations to comparable EBITDA and total revenue to operating revenue, as well as the reasons why these measures are useful to shareholders, refer to the "Non-GAAP Financial Measures" on pages 44-52 of our Annual Report on Form 10-K for the year ended December 31, 2023.
|
||||
(2) |
The Committee determined to exclude (i) the higher than expected comparable EBITDA benefit from an asset impairment charge related to a customer bankruptcy from the comparable EBITDA results of RSI and SCS, and (ii) the acquisition of IFS Holdings, LLC, which the Company acquired in November 2023 for approximately $255 million, from the comparable EBITDA and operating revenue results of RSI and SCS.
|
Ryder System, Inc.
|
2024
Proxy Statement
|
35
|
|
Compensation Discussion and Analysis |
Performance Metrics
(1)
(in millions)
|
2023 Threshold
(50% payout)
|
2023 Target
(100% payout)
|
2023 Maximum
(
200% payout)
|
Weight |
2023
Results
(2)
|
2023 Payout
(% of target
)
|
||||||||||||||
RSI Comparable EBITDA | $ | 2,422 | $ | 2,691 | $ | 2,771 | 30% | $ | 2,645 | 91 | % | |||||||||
SCS/DTS Comparable EBITDA | $ | 360 | $ | 480 | $ | 528 | 30% | $ | 470 | 96 | % | |||||||||
SCS/DTS Operating Revenue | $ | 4,169 | $ | 4,905 | $ | 5,641 | 20% | $ | 4,889 | 99 | % | |||||||||
SCS/DTS Strategic Objectives | Inconsistent | Successful | Exceptional | 20% | Successful | 100 | % | |||||||||||||
Earned Payout (weighted) | 96 | % |
(1) |
Comparable EBITDA and operating revenue are non-GAAP financial measures. For a reconciliation of net earnings from continuing operations to comparable EBITDA and total revenue to operating revenue, as well as the reasons why these measures are useful to shareholders, refer to the "Non-GAAP Financial Measures" on pages 44-52 of our Annual Report on Form 10-K for the year ended December 31, 2023.
|
||||
(2) |
The Committee determined to exclude (i) the higher than expected comparable EBITDA benefit from an asset impairment charge related to a customer bankruptcy from the comparable EBITDA results of RSI and SCS, and (ii) the acquisition of IFS Holdings, LLC, which the Company acquired in November 2023 for approximately $255 million, from the comparable EBITDA and operating revenue results of RSI and SCS.
|
Name |
Target 2023 Award
($)
|
Actual 2023 Payout
($)
|
% of Target | ||||||||
Robert E. Sanchez | 1,751,000 | 1,667,652 | 95% | ||||||||
John. J. Diez | 683,000 | 650,489 | 95% | ||||||||
J. Steven Sensing | 683,000 | 655,475 | 96% | ||||||||
Thomas M. Havens | 630,000 | 618,219 | 98% | ||||||||
Robert D. Fatovic | 568,000 | 540,963 | 95% |
Ryder System, Inc.
|
2024
Proxy Statement
|
36
|
|
Compensation Discussion and Analysis |
2021-2023 LTIP Performance Metric Calculation Methodology
|
|||||
ROE*
(a non-GAAP financial measure)
|
Represents adjusted return on equity, which is calculated by dividing the Company's "adjusted net earnings" by our "adjusted average shareholders' equity" (each as defined below). The Company's adjusted net earnings is defined as net earnings from continuing operations, adjusted to exclude after-tax impact from other items that are not representative of our ongoing business operations, which may include costs related to the potential restructuring actions of international operations. Adjusted average shareholders' equity means the Company's average shareholders' equity, adjusted to exclude the impact from any other items that are not representative of our ongoing business operations, which may include costs related to the potential restructuring actions of international operations. ROE will be calculated at the end of each calendar year and averaged during the performance period. The Company's three-year ROE is determined by the Committee at the end of the performance period against a maximum, a target and a threshold three-year ROE. The Committee takes into account the Company's business plan when setting the three-year target. If the Company's three-year ROE falls above threshold and between the measuring points, the three-year ROE accrual percentage for the performance period will be determined proportionally between the measuring points. While ROE in any three-year period is highly unpredictable due to used vehicle cycles, the Committee believes a direct link to this key shareholder metric is appropriate.
|
||||
Strategic Revenue Growth
|
Represents the CAGR or contractual revenue from all business lines, transactional maintenance, and all new product revenue (other than FMS revenue from FMS Canada and Europe as the Company's strategy did not include growth in those markets, and revenue from our ChoiceLease liability insurance program). The Committee determines 2021-2023 strategic revenue CAGR at the end of the three-year performance period against a maximum, target and threshold three-year strategic revenue CAGR. The Committee considers the Company's business plan when setting the three-year target. If the 2021-2023 CAGR is above threshold and between measuring points, the 2021-2023 CAGR accrual percentage for the performance period will be determined proportionally between the measuring points. The Company believes that the 2021-2023 CAGR target is a rigorous measure of sustained strategic revenue growth.
|
||||
Free Cash Flow*
(a non-GAAP financial measure)
|
Represents the sum of (i) net cash provided by operating activities, (ii) net cash provided by the sale of revenue earning equipment, (iii) net cash provided by the sale of operating property and equipment, and (iv) other cash inflows from investing activities, less purchases of property and revenue earning equipment. We believe free cash flow provides investors with an important perspective on the cash available for debt service and for shareholders, after making capital investments required to support ongoing business operations. The free cash flow will be calculated at the end of each calendar year and averaged during the performance period. The Company's three-year free cash flow is determined by the Committee at the end of the performance period against a maximum, a target and a threshold three-year free cash flow. | ||||
TSR
|
Represents total shareholder return based on the Company's TSR relative to the TSR of the companies in our custom peer group. TSR is calculated based on the percentage change in a Company's stock price from the average closing price of the last ten trading days (prior to the beginning of the relevant performance period) to the average closing price of the last ten trading days (prior to the end of the relevant performance period), assuming reinvestment of dividends. The custom peer group for 2021 consists of 24 companies including Ryder: the 12 companies in Ryder's 2021 Compensation Peer Group, plus 11 additional related companies that operate in the markets in which we compete and that are viewed as competitors for capital by investors. At the end of the three-year performance period, the companies in the custom peer group will be sorted by TSR performance, and the 25th, 50th and 75th percentiles of the custom peer group are calculated. Ryder's TSR performance is compared to the TSR of the companies in the custom peer group. The number of accrued PBRSRs will then be adjusted upward or downward by a percentage based on the TSR relative percentile rank as shown below; provided, however, that (i) in no event will the TSR modifier adjustment result in payout of more than 200% of the target PBRSRs, and (ii) even if the Company's TSR rank is above the 50th percentile, no positive TSR modifier will be applied if the Company's absolute TSR is negative.
|
Ryder System, Inc.
|
2024
Proxy Statement
|
37
|
|
Compensation Discussion and Analysis |
PBRSR | ||||||||||||||||||||
ROE
(33.3% PBRSRs) |
Payout Range | ROE Range | ROE Results | Payout Percentage | ||||||||||||||||
3-year average | Threshold | 25% | 2% | 23.0% | 200% | |||||||||||||||
Target | 100% | 8% | ||||||||||||||||||
Maximum | 200% | 12.5% | ||||||||||||||||||
Strategic Revenue Growth
(33.3% PBRSRs) |
Payout Range | Strategic Revenue Growth Range | CAGR Results | Payout Percentage | ||||||||||||||||
3-year CAGR | Threshold | 25% | 0% | 12.0% | 200% | |||||||||||||||
Target | 100% | 3% | ||||||||||||||||||
Maximum | 200% | 6% | ||||||||||||||||||
Free Cash Flow
(33.3% PBRSRs) |
Payout Range | Free Cash Flow Range | Free Cash Flow Results | Payout Percentage | ||||||||||||||||
3-year average | Threshold | 25% | ($750M) | $639.2M | 200% | |||||||||||||||
Target | 100% | ($250M) | ||||||||||||||||||
Maximum | 200% | $250M | ||||||||||||||||||
TSR Modifier
(+/- 15%) |
Modifier Range | Ryder Relative TSR Percentile Rank to Peer Companies | Quartile | Modifier Adjustment | ||||||||||||||||
Jan 2021 - Dec 2023 | 15% |
At and above 75
th
percentile
|
2nd Quartile | 5% | ||||||||||||||||
5% |
At and between 50
th
and 75
th
percentile
|
|||||||||||||||||||
(5)% |
Between 50
th
and 25
th
percentile
|
|||||||||||||||||||
(15)% |
Below 25
th
percentile
|
|||||||||||||||||||
Overall PBRSR Payout
(1)
|
200% | |||||||||||||||||||
(1)
Overall PBRSR payout was not impacted by TSR modifier as results were 200%.
|
||||||||||||||||||||
NEO |
2023 LTIP Target Value
($)
|
PBRSRs
(1)
(60% of LTIP value)
($)
|
TVRSRs
(2)
(40% of LTIP value)
($)
|
||||||||
Robert E. Sanchez | 6,000,000 | 3,599,925 | 2,399,950 | ||||||||
John J. Diez | 2,500,000 | 1,499,969 | 999,979 | ||||||||
J. Steven Sensing | 2,100,000 | 1,259,954 | 839,905 | ||||||||
Thomas M. Havens | 1,800,000 | 1,079,920 | 719,946 | ||||||||
Robert D. Fatovic | 1,600,000 | 959,961 | 639,909 |
(1) |
The number of PBRSRs granted in 2023 for each of the NEOs is as follows: Mr. Sanchez, 37,332; Mr. Diez, 15,555; Mr. Sensing, 13,066; Mr. Havens, 11,199; and Mr. Fatovic, 9,955.
|
||||
(2) |
The number of TVRSRs granted in 2023 for each of the NEOs is as follows: Mr. Sanchez, 24,888; Mr. Diez, 10,370; Mr. Sensing, 8,710; Mr. Havens, 7,466; and Mr. Fatovic, 6,636.
|
Ryder System, Inc.
|
2024
Proxy Statement
|
38
|
|
Compensation Discussion and Analysis |
2023-2025 PBRSR Performance Metric Calculation Methodology | |||||
ROE
(a non-GAAP financial measure)
|
Has the meaning ascribed to it on page 37.
|
||||
Strategic Revenue Growth
|
Has the meaning ascribed to it on page 37, but for the applicable 2023-2025 performance period.
|
||||
Free Cash Flow
(a non-GAAP financial measure)
|
Has the meaning ascribed to it on page 37.
|
||||
TSR | Has the meaning ascribed to it on page 37. |
Ryder TSR Relative Percentile Rank to Peer Companies | TSR Modifier | ||||
At and above 75th percentile | +15% | ||||
At 50th percentile and between 50th and 75th percentile | +5% | ||||
At 25th percentile and between 25th and 50th percentile | -5% | ||||
Below 25th percentile | -15% |
Ryder System, Inc.
|
2024
Proxy Statement
|
39
|
|
Compensation Discussion and Analysis |
2023 Relative TSR Group
|
|||||||||||
Compensation Peer Group | Additional Performance Peer Companies* | ||||||||||
1. | Avis Budget Group, Inc. | 1. | Amerco (U-Haul) | ||||||||
2. | C. H. Robinson Worldwide, Inc. | 2. | Arc Best Corporation (Arkansas Best Corporation) | ||||||||
3. | CSX Corporation | 3. | FedEx Corporation | ||||||||
4. | Expeditors International of Washington, Inc. | 4. | Forward Air Corporation | ||||||||
5. | GXO Logistics | 5. | GATX Corporation | ||||||||
6. | Hub Group, Inc. | 6. | PACCAR International | ||||||||
7. | J.B. Hunt Transport Services Inc. | 7. | Rush Enterprises, Inc. | ||||||||
8. | Knight-Swift Transportation Holdings Inc. | 8. | Saia, Inc. | ||||||||
9. | Landstar System, Inc. | 9. | Trinity Industries, Inc. | ||||||||
10. | Old Dominion Freight Line, Inc. | 10. | United Parcel Service, Inc. | ||||||||
11. | Schneider National, Inc. | 11. | Universal Logistics Holdings, Inc. | ||||||||
12. | United Rentals, Inc. | 12. | Werner Enterprises, Inc. | ||||||||
13. | XPO Logistics, Inc. | ||||||||||
*Triton International Inc. was removed from the TSR Peer Group per Ryder's Terms & Conditions, as it was acquired in September 2023. |
What We Do | |||||
ü | Directly link pay with company performance - 88% of the CEO's total target direct compensation is "at risk" | ||||
ü | Use negative discretion to align appropriate payouts to Company and individual performance | ||||
ü | Use double-trigger change of control provisions for awards | ||||
ü | Provide competitive severance and change in control amounts to ensure that NEOs act in the best interest of shareholders, rather than avoiding transactions that could result in termination of employment | ||||
ü | Use three-year performance periods and targets for long-term performance metrics | ||||
ü | Engage an independent compensation consultant | ||||
ü | Regularly benchmark executive compensation against an appropriate peer group | ||||
ü | Maintain robust stock ownership requirements | ||||
ü | Subject performance-based incentive awards and severance payments to clawback policies | ||||
ü | Grant majority of pay in performance-based compensation which is not guaranteed | ||||
ü | Engage in a robust target-setting process for incentive metrics | ||||
ü | Provide for caps for incentive compensation | ||||
What We Don't Do | |||||
û | Provide employment agreements | ||||
û | Provide tax gross-ups related to a change of control | ||||
û | Provide excessive perquisites | ||||
û | Reprice underwater stock options without shareholder approval | ||||
û | Pay dividends or dividend equivalents on unvested PBRSRs or TVRSRs | ||||
û | Permit hedging transactions | ||||
û | Permit pledging activity or use of margin accounts by executives or directors |
Ryder System, Inc.
|
2024
Proxy Statement
|
40
|
|
Compensation Discussion and Analysis |
Ryder System, Inc.
|
2024
Proxy Statement
|
41
|
|
Compensation Discussion and Analysis |
Ryder System, Inc.
|
2024
Proxy Statement
|
42
|
|
Compensation Discussion and Analysis |
RETIREMENT AND WELFARE BENEFITS AND PERQUISITES |
SEVERANCE AND CHANGE OF CONTROL |
NEO STOCK OWNERSHIP REQUIREMENTS |
CEO |
6x annual base salary
|
|||||||
Other NEOs | 3x annual base salary |
Ryder System, Inc.
|
2024
Proxy Statement
|
43
|
|
Compensation Discussion and Analysis |
PROHIBITIONS ON HEDGING AND PLEDGING |
RECOUPMENT POLICIES |
TAX IMPLICATIONS |
COMPENSATION RISKS |
Ryder System, Inc.
|
2024
Proxy Statement
|
44
|
|
Compensation Committee Report on Executive Compensation and
Executive Compensation |
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION |
Michael F. Hilton (Chair) | |||||
Robert J. Eck | |||||
Luis P. Nieto, Jr. | |||||
E. Follin Smith | |||||
Dmitri L. Stockton |
EXECUTIVE COMPENSATION |
SUMMARY COMPENSATION TABLE |
Name | Principal Position | Year |
Salary
($) |
Stock
Awards
(1)
($)
|
Non-Equity
Incentive Plan Compensation ($) |
Change in Pension
Value and Non qualified Deferred Compensation
Earnings
(2)
($)
|
All Other
Compensation
(3)
($)
|
Total
($) |
||||||||||||||||||
Robert E. Sanchez | Board Chair and CEO | 2023 | 1,030,001 | 6,179,815 | 1,667,652 | 81,250 | 247,264 |
|
||||||||||||||||||
2022 | 1,000,000 | 5,330,950 | 3,145,000 | — | 290,003 | 9,765,953 | ||||||||||||||||||||
2021 | 962,000 | 4,696,570 | 2,924,480 | — | 234,587 | 8,817,637 | ||||||||||||||||||||
John J. Diez | Executive Vice President and CFO | 2023 | 683,001 | 2,574,922 | 650,489 | 15,495 | 132,230 | 4,056,137 | ||||||||||||||||||
2022 | 663,000 | 2,152,795 | 1,226,550 | — | 175,747 | 4,218,092 | ||||||||||||||||||||
2021 | 650,000 | 2,164,934 | 1,231,283 | — | 131,597 | 4,177,814 | ||||||||||||||||||||
J. Steven Sensing | President, Supply Chain Solutions and Dedicated Transportation Solutions | 2023 | 683,001 | 2,162,838 | 655,475 | 30,035 | 122,511 | 3,653,860 | ||||||||||||||||||
2022 | 663,000 | 2,050,341 | 1,220,915 | — | 140,484 | 4,074,740 | ||||||||||||||||||||
2021 | 650,000 | 1,633,535 | 908,245 | — | 131,071 | 3,322,851 | ||||||||||||||||||||
Thomas M. Havens | President, Fleet Management Solutions | 2023 | 630,001 | 1,853,844 | 618,219 | 26,727 | 126,315 | 3,255,106 | ||||||||||||||||||
2022 | 600,001 | 1,537,699 | 1,137,360 | — | 151,603 | 3,426,663 | ||||||||||||||||||||
2021 | 500,893 | 940,086 | 865,286 | — | 73,222 | 2,379,487 | ||||||||||||||||||||
Robert D. Fatovic |
Executive Vice President, CLO and Corporate Secretary
|
2023 | 568,000 | 1,647,854 | 540,963 | 69,751 | 117,387 | 2,943,955 | ||||||||||||||||||
2022 | 551,000 | 1,230,113 | 1,019,350 | — | 103,332 | 2,903,795 | ||||||||||||||||||||
2021 | 540,000 | 1,020,966 | 820,800 | — | 102,916 | 2,484,682 |
(1) |
Awards granted in 2023
All 2023 TVRSRs and PBRSRs awards are represented in the "Stock Awards" column at grant date fair value. These values were determined in accordance with FASB ASC Topic 718. The 2023 TVRSRs vest ratably over a three-year period, subject to continued employment. The 2023 PBRSRs have a three-year performance period and are earned based on the following: free cash flow (a non-GAAP financial measure), ROE (a non-GAAP financial measure), and strategic revenue growth based on a three-year CAGR, each weighted equally (one-third) and based on a three-year average. In addition, a TSR modifier is applied at the end of the performance period to adjust earned PBRSRs, positively or negatively, up to 15%. The 2023 PBRSRs can be earned from 0-200% and are represented in the column based on target performance. The following table presents the grant date fair value of the 2023, 2022 and 2021 PBRSRs at the target and maximum levels of performance: |
Name |
2023 PBRSRs Target
($) |
2023 PBRSRs Maximum
($) |
2022 PBRSRs Target
($) |
2022 PBRSRs Maximum
($) |
2021 PBRSRs Target
($) |
2021 PBRSRs Maximum
($) |
||||||||||||||||||||||||||||||||
Robert E. Sanchez | 3,779,865 | 7,559,730 | 3,251,002 | 6,502,005 | 2,856,605 | 5,713,209 | ||||||||||||||||||||||||||||||||
John J. Diez | 1,574,943 | 3,149,889 | 1,312,839 | 2,625,678 | 1,524,963 | 3,049,928 | ||||||||||||||||||||||||||||||||
J. Steven Sensing | 1,322,933 | 2,645,866 | 1,250,344 | 2,500,689 | 993,564 | 1,987,128 | ||||||||||||||||||||||||||||||||
Thomas M. Havens | 1,133,898 | 2,267,799 | 937,720 | 1,875,439 | 531,399 | 1,062,800 | ||||||||||||||||||||||||||||||||
Robert D. Fatovic | 1,007,945 | 2,015,888 | 750,159 | 1,500,321 | 620,968 | 1,241,937 |
Ryder System, Inc.
|
2024
Proxy Statement
|
45
|
|
Executive Compensation |
Calculation
As discussed above, the amounts in the "Stock Award" column are based on grant date fair value in accordance with applicable accounting guidance and consequently may not reflect the actual value that the NEO will recognize. For information regarding the assumptions made in calculating the amounts reflected in this column and the maximum payout for the award, see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
|
|||||
(2) | Amounts reflect an estimate of the change in the actuarial present value of the accrued pension benefits under the Pension Plans for each NEO for the respective year. In 2022 and 2021, each NEO had a negative amount change in actuarial present value of his accumulated benefits under the Pension Plans, and such negative amount changes have been excluded from the Summary Compensation Table. In 2022, the amounts were as follows: Mr. Sanchez, ($306,274); Mr. Diez, ($73,395); Mr. Sensing, ($123,915); Mr. Havens, ($117,038); and Mr. Fatovic, ($257,330). In 2021, the amounts were as follows: Mr. Sanchez, ($32,393); Mr. Diez, ($9,680); Mr. Sensing, ($14,381); Mr. Havens, ($14,375); and Mr. Fatovic, ($26,582). Assumptions used to calculate these amounts are described under "Pension Benefits" beginning on page 48 of this proxy statement. No NEO realized above-market or preferential earnings on deferred compensation. | ||||
(3) | Amounts in the "All Other Compensation" table incorrectly included dividend equivalents in 2021, and the corrected amounts, shown above in the "All Other Compensation" column for the year 2021, have been revised to remove such amounts. All Other Compensation for 2023 includes the following payments or accruals for each NEO: |
Year |
Employer Contributions to the 401(k) Plan
(a)
($)
|
Employer Contributions to the DCP
(a)
($)
|
Premiums Paid Under the Supplemental Long-Term Disability Insurance Plan
($) |
Premiums Paid for Executive Life Insurance
($) |
Charitable Awards Programs
(b)
($)
|
Perquisites
(c)
($)
|
Severance-Related Payments
($) |
||||||||||||||||||||||
Robert E. Sanchez | 2023 | 18,150 | 193,975 | 11,507 | 2,232 | — | 21,400 | — | |||||||||||||||||||||
John J. Diez | 2023 | 18,150 | 86,875 | 9,284 | 1,521 | — | 16,400 | — | |||||||||||||||||||||
J. Steven Sensing | 2023 | 18,150 | 74,538 | 11,902 | 1,521 | — | 16,400 | — | |||||||||||||||||||||
Thomas M. Havens | 2023 | 18,150 | 79,055 | 11,309 | 1,401 | — | 16,400 | — | |||||||||||||||||||||
Robert D. Fatovic | 2023 | 18,150 | 69,154 | 12,418 | 1,265 | — | 16,400 | — |
(a) | As described under "Pension Benefits," our NEOs are not accruing benefits under the Pension Plans and instead receive employer contributions into their 401(k) Plan and DCP accounts. Since 2016, a portion of the employer contribution to the 401(k) Plan and the DCP are made in a lump sum after the end of the calendar year to which the contribution relates. The amounts presented reflect contributions made by the Company to the 401(k) Plan and the DCP during the calendar year reported. | |||||||
(b) | Mr. Sanchez is eligible to participate, as a member of our Board, in our Matching Gifts to Education Program, which is limited to a maximum benefit of $10,000 per year for Board members. See "Director Compensation" on page 56. All other NEOs are eligible to participate in our Matching Gifts to Education Program, which is available to all employees and limited to a maximum benefit of $1,000 per year. | |||||||
(c) | Includes a car allowance and annual perquisite allowance. The value in this column reflects the aggregate incremental cost to Ryder for providing each perquisite to the executive. |
2023 GRANTS OF PLAN-BASED AWARDS |
Name |
Grant
Type |
Grant
Date |
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
(1)
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
(2)
|
All Other Stock Awards: Number of Shares of Stock or Units
(3)
(#)
|
Grant Date Fair Value of Stock and Option Awards
(4)
($)
|
||||||||||||||||||||||||||||||||
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
|||||||||||||||||||||||||||||||||
Robert E. Sanchez | ACIA | 875,500 | 1,751,000 | 3,502,000 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/10/23 | 7,932 | 37,332 | 74,664 | 3,779,865 | |||||||||||||||||||||||||||||||||
TVRSR | 2/10/23 | 24,888 | 2,399,950 | |||||||||||||||||||||||||||||||||||
John J. Diez | ACIA | 341,500 | 683,000 | 1,366,000 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/10/23 | 3,303 | 15,555 | 31,110 | 1,574,943 | |||||||||||||||||||||||||||||||||
TVRSR | 2/10/23 | 10,370 | 999,979 | |||||||||||||||||||||||||||||||||||
J. Steven Sensing | ACIA | 341,500 | 683,000 | 1,366,000 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/10/23 | 2,775 | 13,066 | 26,132 | 1,322,933 | |||||||||||||||||||||||||||||||||
TVRSR | 2/10/23 | 8,710 | 839,905 | |||||||||||||||||||||||||||||||||||
Thomas M. Havens | ACIA | 315,000 | 630,000 | 1,260,000 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/10/23 | 2,379 | 11,199 | 22,398 | 1,133,898 | |||||||||||||||||||||||||||||||||
TVRSR | 2/10/23 | 7,466 | 719,946 | |||||||||||||||||||||||||||||||||||
Robert D. Fatovic | ACIA | 284,000 | 568,000 | 1,136,000 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/10/23 | 2,115 | 9,955 | 19,910 | 1,007,945 | |||||||||||||||||||||||||||||||||
TVRSR | 2/10/23 | 6,636 | 639,909 |
Ryder System, Inc.
|
2024
Proxy Statement
|
46
|
|
Executive Compensation |
(1) | For the ACIAs, the amounts reflect the range of potential payouts at threshold, target or maximum payout levels based on Company performance. The Committee has discretion to adjust amounts upwards or downwards based on individual performance. The Committee did not exercise such discretion in determining the earned 2023 ACIAs for our NEOs. The 2023 ACIAs as earned by our NEOs are discussed in further detail under the heading "2023 AIP Earned Amounts for NEOs" on page 36 of the Compensation Discussion and Analysis section. | ||||
(2) |
These columns reflect the number of potential PBRSRs that can be earned under our 2023 LTIP at threshold, target and maximum performance if performance measures are ultimately attained. See further discussion under the heading "2023 LTIP Grants" on page 38 of the Compensation Discussion and Analysis section.
|
||||
(3) |
Represents TVRSRs granted under our 2023 LTIP. The TVRSRs for all of the NEOs vest in three equal annual installments beginning on February 10, 2024. See further discussion under the heading "2023 LTIP Grants" on page 38 of the Compensation Discussion and Analysis section.
|
||||
(4) |
The grant date fair value of the stock is determined in accordance with FASB ASC Topic 718 and represents the total amount that we will expense in our financial statements over the relevant vesting period. For information regarding the assumptions made in calculating the amounts reflected in this column, see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
|
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 |
Options Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||
Name |
Number of
Securities Underlying Unexercised Options (#) |
Number of
Securities Underlying Unexercised Options (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number of
Shares or Units of Stock That Have Not Vested (#) |
Market Value
of Shares or
Units of
Stock That
Have Not
Vested
(1)
($)
|
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(1)
($)
|
|||||||||||||||||||||||||||||||||||||||
Exercisable | Unexercisable | ||||||||||||||||||||||||||||||||||||||||||||||
Robert E. Sanchez | 83,425 | — | 93.51 | 02/11/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
122,935 | — | 55.32 | 02/09/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
104,390 | — | 76.49 | 02/09/2027 | 9,459 | (2) | 1,088,353 | — | — | |||||||||||||||||||||||||||||||||||||||
77,407 | — | 74.72 | 02/21/2028 | 18,843 | (3) | 2,168,076 | 84,794 | (5) | 9,756,398 | ||||||||||||||||||||||||||||||||||||||
73,259 | — | 57.92 | 02/08/2029 | 24,888 | (4) | 2,863,613 | 74,664 | (6) | 8,590,840 | ||||||||||||||||||||||||||||||||||||||
John J. Diez | 13,000 | — | 93.51 | 02/11/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
17,430 | — | 55.32 | 02/09/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
24,190 | — | 76.49 | 02/09/2027 | 3,290 | (2) | 378,547 | — | — | |||||||||||||||||||||||||||||||||||||||
17,936 | — | 74.72 | 02/21/2028 | 7,609 | (3) | 875,492 | 34,242 | (5) | 3,939,885 | ||||||||||||||||||||||||||||||||||||||
16,185 | — | 57.92 | 02/08/2029 | 10,370 | (4) | 1,193,172 | 31,110 | (6) | 3,579,517 | ||||||||||||||||||||||||||||||||||||||
J. Steven Sensing | 11,920 | — | 93.51 | 02/11/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
24,190 | — | 76.49 | 02/09/2027 | 3,290 | (2) | 378,547 | — | — | |||||||||||||||||||||||||||||||||||||||
17,936 | — | 74.72 | 02/21/2028 | 7,247 | (3) | 833,840 | 32,612 | (5) | 3,752,337 | ||||||||||||||||||||||||||||||||||||||
5,395 | — | 57.92 | 02/08/2029 | 8,710 | (4) | 1,002,173 | 26,132 | (6) | 3,006,748 | ||||||||||||||||||||||||||||||||||||||
Thomas M. Havens | — | — | — | — | 2,101 | (2) | 241,741 | — | — | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 5,435 | (3) | 625,351 | 24,458 | (5) | 2,814,137 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 7,466 | (4) | 859,038 | 22,398 | (6) | 2,577,114 | ||||||||||||||||||||||||||||||||||||||
Robert D. Fatovic | 17,335 | — | 93.51 | 02/11/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
25,545 | — | 55.32 | 02/09/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
21,640 | — | 76.49 | 02/09/2027 | 2,056 | (2) | 236,563 | — | — | |||||||||||||||||||||||||||||||||||||||
16,048 | — | 74.72 | 02/21/2028 | 4,348 | (3) | 500,281 | 19,566 | (5) | 2,251,264 | ||||||||||||||||||||||||||||||||||||||
14,481 | — | 57.92 | 02/08/2029 | 6,636 | (4) | 763,538 | 19,910 | (6) | 2,290,845 |
Ryder System, Inc.
|
2024
Proxy Statement
|
47
|
|
Executive Compensation |
2023 OPTION EXERCISES AND STOCK VESTED |
Option Awards |
Stock Awards
(1)
|
|||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise |
Value Realized
on Exercise
(2)
|
Number of Shares Acquired on Vesting
(3)
|
Value Realized
on Vesting
(4)
|
||||||||||||||||||||||
(#) | ($) | (#) | ($) | |||||||||||||||||||||||
Robert E. Sanchez | 93,415 | 2,681,132 | 119,270 | 13,120,020 | ||||||||||||||||||||||
John J. Diez | 6,695 | 194,852 | 52,872 | 5,874,130 | ||||||||||||||||||||||
J. Steven Sensing | — | — | 64,415 | 7,021,759 | ||||||||||||||||||||||
Thomas M. Havens | 6,240 | 81,548 | 28,076 | 3,030,361 | ||||||||||||||||||||||
Robert D. Fatovic | 16,280 | 496,345 | 25,684 | 2,827,811 |
(1) | These columns reflect previously awarded TVRSRs that vested during 2023 and PBRSRs that vested upon completion of the three-year performance period ended December 31, 2023. The PBRSRs were settled in February 2024. | ||||
(2) | Calculated based on the difference between the market price of Ryder common stock at time of transaction and the exercise price of the option. | ||||
(3) | Includes shares that were withheld by Ryder to cover tax withholdings on the TVRSRs and PBRSRs that vested during 2023. | ||||
(4) | Calculated based on the closing market price of Ryder common stock on the vesting date. |
PENSION BENEFITS |
Ryder System, Inc.
|
2024
Proxy Statement
|
48
|
|
Executive Compensation |
Name | Plan Name |
Number of Years
Credited Service (#) |
Present Value of
Accumulated Benefit ($) |
||||||||
Robert E. Sanchez | Retirement Plan (Frozen) | 31 | 434,597 | ||||||||
Benefit Restoration Plan (Frozen) | 31 | 404,669 | |||||||||
John J. Diez | Retirement Plan (Frozen) | 22 | 130,258 | ||||||||
Benefit Restoration Plan (Frozen) | 22 | 6,950 | |||||||||
J. Steven Sensing | Retirement Plan (Frozen) | 31 | 284,080 | ||||||||
Benefit Restoration Plan (Frozen) | 31 | 8,802 | |||||||||
Thomas M. Havens | Retirement Plan (Frozen) | 30 | 235,067 | ||||||||
Benefit Restoration Plan (Frozen) | 30 | 15,294 | |||||||||
Robert D. Fatovic | Retirement Plan (Frozen) | 29 | 384,836 | ||||||||
Benefit Restoration Plan (Frozen) | 29 | 345,068 |
2023 NONQUALIFIED DEFERRED COMPENSATION |
Executive Contributions in Last Fiscal Year |
Employer Contributions in Last Fiscal Year
(1)
|
Aggregate Earnings
in Last Fiscal Year (2) |
Aggregate Balance at
Last Fiscal Year End
(3)
|
||||||||||||||||||||
Name |
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||
Robert E. Sanchez | 157,250 | 193,975 | 1,456,406 | 8,129,439 | |||||||||||||||||||
John J. Diez | 183,983 | 86,875 | 354,790 | 1,750,194 | |||||||||||||||||||
J. Steven Sensing | 54,640 | 74,538 | 287,209 | 1,960,021 | |||||||||||||||||||
Thomas M. Havens | 142,615 | 79,055 | 156,444 | 1,305,951 | |||||||||||||||||||
Robert D. Fatovic | 311,638 | 69,154 | 479,594 | 4,957,108 |
(1) |
All amounts reflected in this column were reported as compensation to the NEOs in our Summary Compensation Table for 2023.
|
||||
(2) |
Aggregate earnings on deferred compensation included in this column were not reported as compensation to the NEOs in our Summary Compensation Table for 2023 because no NEO received above market or preferential earnings on deferred compensation.
|
||||
(3) |
The following amounts were previously disclosed in the Summary Compensation Table for years prior to 2023: for Mr. Sanchez, $3,639,394; for Mr. Diez, $867,974; for Mr. Sensing, $960,093; for Mr. Havens, $177,573; and for Mr. Fatovic, $1,567,478.
|
Ryder System, Inc.
|
2024
Proxy Statement
|
49
|
|
Executive Compensation |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL |
Ryder System, Inc.
|
2024
Proxy Statement
|
50
|
|
Executive Compensation |
Involuntary Termination Without Cause: | Qualifying Termination following Change of Control: | ||||
•
Salary continuation for the applicable severance period (30 months for the CEO, and 18 months for all other NEOs);
|
•
Lump sum payment equal to the NEO's eligible base salary on the date of termination times the applicable salary multiple (3x for the CEO, and 2x for all other NEOs);
|
||||
•
Lump sum payment equal to pro-rata target award under the applicable annual cash incentive awards; and
|
•
Lump sum payment equal to pro-rata target award under the applicable annual cash incentive awards; and
|
||||
•
Severance payment equal to 2.5x for the CEO and 1.5x for all other NEOs of the average amounts actually paid to the NEO under the annual cash incentive award for the three-year period preceding the year of termination.
|
•
Annual cash incentive award equal to the target annual cash incentive award amount (based on the NEO's base salary on the date of termination) for the relevant period times the applicable annual cash incentive award multiple (3x for the CEO, and 2x for all other NEOs).
|
Ryder System, Inc.
|
2024
Proxy Statement
|
51
|
|
Executive Compensation |
Triggering Event | ||||||||||||||||||||
Name | Compensation Components |
Involuntary Termination without Cause
($) |
Change of Control
with Qualifying Termination ($) |
|||||||||||||||||
Robert E. Sanchez |
Cash Severance
(1)
|
11,531,115 | 10,010,652 | |||||||||||||||||
Intrinsic Value of Equity
(2)
|
— | 22,798,104 | ||||||||||||||||||
Retirement Benefits
(3)
|
— | — | ||||||||||||||||||
Welfare Benefits
(4)
|
96,129 | 115,355 | ||||||||||||||||||
Outplacement
(5)
|
105,000 | 105,000 | ||||||||||||||||||
Total Benefit to Employee | 11,732,244 | 33,029,111 | ||||||||||||||||||
John J. Diez |
Cash Severance
(1)
|
3,531,785 | 3,382,489 | |||||||||||||||||
Intrinsic Value of Equity
(2)
|
— | 9,271,075 | ||||||||||||||||||
Retirement Benefits
(3)
|
— | 125 | ||||||||||||||||||
Welfare Benefits
(4)
|
53,275 | 71,034 | ||||||||||||||||||
Outplacement
(5)
|
70,000 | 70,000 | ||||||||||||||||||
Total Benefit to Employee | 3,655,060 | 12,794,723 | ||||||||||||||||||
J. Steven Sensing |
Cash Severance
(1)
|
3,353,836 | 3,387,475 | |||||||||||||||||
Intrinsic Value of Equity
(2)
|
— | 8,389,485 | ||||||||||||||||||
Retirement Benefits
(3)
|
— | — | ||||||||||||||||||
Welfare Benefits
(4)
|
61,912 | 82,549 | ||||||||||||||||||
Outplacement
(5)
|
70,000 | 70,000 | ||||||||||||||||||
Total Benefit to Employee | 3,485,748 | 11,929,509 | ||||||||||||||||||
Thomas M. Havens |
Cash Severance
(1)
|
2,728,919 | 3,138,219 | |||||||||||||||||
Intrinsic Value of Equity
(2)
|
— | 6,616,640 | ||||||||||||||||||
Retirement Benefits
(3)
|
— | 362 | ||||||||||||||||||
Welfare Benefits
(4)
|
60,842 | 81,123 | ||||||||||||||||||
Outplacement
(5)
|
70,000 | 70,000 | ||||||||||||||||||
Total Benefit to Employee | 2,859,761 | 9,906,344 | ||||||||||||||||||
Robert D. Fatovic |
Cash Severance
(1)
|
2,725,329 | 2,812,963 | |||||||||||||||||
Intrinsic Value of Equity
(2)
|
— | 5,597,323 | ||||||||||||||||||
Retirement Benefits
(3)
|
— | — | ||||||||||||||||||
Welfare Benefits
(4)
|
57,913 | 77,217 | ||||||||||||||||||
Outplacement
(5)
|
70,000 | 70,000 | ||||||||||||||||||
Total Benefit to Employee | 2,853,242 | 8,557,503 |
(1) | Cash severance includes: (i) base salary; (ii) pro-rata cash payment under the annual cash incentive awards; and (iii) in the case of involuntary termination without Cause, a payment equal to a multiple of the average payout amounts under the annual cash incentive awards for the previous three years, or in the event of termination in connection with a Change of Control, a payment equal to a multiple of the target annual cash incentive award. In the event of involuntary termination without Cause, base salary is paid over time in accordance with usual payroll practices, and the annual cash incentive award is paid in a lump sum shortly after termination. In the event of termination in connection with a Change of Control, all payments are made in a lump sum shortly after termination. Timing and payment of cash severance is subject in all respects to Section 409A of the Internal Revenue Code. All of the NEOs are subject to a "best payments" provision in the event their Change in Control payments exceed their 280G limit. The best payments provision automatically reduces their benefits to their 280G limit in the event the reduction would result in a greater net after-tax payment to the NEO. | ||||
(2) |
Upon a Change of Control, the intrinsic value of equity reflects the intrinsic value of the accelerated equity. In each case, the amounts are calculated using the closing price of our common stock on December 29, 2023, which was $115.06, and includes stock options, restricted stock and PBRSRs.
|
||||
(3) | This reflects the change in value resulting from the acceleration of the vesting of the pension restoration plan in the event of a Change of Control (whether or not there is a termination of employment), plus, in the event of a termination in connection with a Change of Control, the value of the early retirement subsidy in our pension plan. Assumed retirement age is the later of age 55 or the executive's age on December 31, 2023. See "Pension Benefits" above for more information. | ||||
(4) | Amounts are based on the current cost to us of reimbursing the named executive for the premiums paid for their current health, dental and prescription insurance coverage during the severance period, as described above. The reimbursement is included in the earnings of the executive and subject to all applicable taxes. | ||||
(5)
|
Amounts reflect the cost of outplacement services provided under a Company-sponsored program. |
Ryder System, Inc.
|
2024
Proxy Statement
|
52
|
|
Executive Compensation |
Year |
SCT Total for PEO
|
Compensation Actually Paid to PEO
(1)(3)
|
Average SCT Total for non-PEO NEOs
|
Average Compensation Actually Paid to non-PEO NEOs
(2)(3)
|
Value of Initial Fixed $100 on Dec. 31 2019 Investment Based on: |
Net Income
(in millions) |
Comparable EBITDA
(6)
(in millions)
|
|||||||||||||||||||||||||
TSR
(4)
|
Peer Group TSR
(5)
|
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($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||
2023 |
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2022 |
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(7) |
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(7) |
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2021 |
|
|
(7) |
|
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(7) |
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|
||||||||||||||||||||||
2020 |
|
|
(7) |
|
|
(7) |
|
|
(
|
|
Year | Reported SCT Total for PEO | Value of Stock Awards from SCT | Reported Change in Pension Value and Nonqualified Deferred Compensation Earnings from SCT | Equity Award Adjustments | Compensation Actually Paid to PEO | ||||||||||||||||||||||||||||||||||||||||||
Year-End Fair Value of Equity Awards Granted in the Applicable Year that are Unvested as of the end of the Applicable Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during Applicable Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | |||||||||||||||||||||||||||||||||||||||||||
($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||||||||||||||
2023 |
|
(
|
(
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
2022 |
|
(
|
|
|
|
(7) |
(
|
(7) |
|
|
(7) |
|
(7) | ||||||||||||||||||||||||||||||||||
2021 |
|
(
|
|
|
(7) |
|
(7) |
|
(7) |
|
|
(7) |
|
(7) | |||||||||||||||||||||||||||||||||
2020 |
|
(
|
(
|
|
(7) |
(
|
(7) |
(
|
(7) |
|
|
(7) |
|
(7) |
Year | Reported Average SCT Total for non-PEO NEOs | Average Value of Stock Award from SCT | Average Reported Change in Pension Value and Nonqualified Deferred Compensation Earnings from SCT | Average Equity Award Adjustments | Average Compensation Actually Paid to non-PEO NEOs | |||||||||||||||||||||||||||||||||||||||||||||
Year-End Fair Value of Equity Awards Granted in the Applicable Year that are Unvested as of the end of the Applicable Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during Applicable Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | ||||||||||||||||||||||||||||||||||||||||||||||
($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||||||||||||||||
2023 |
|
(
|
(
|
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|
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|
|
|||||||||||||||||||||||||||||||||||||||||
2022 |
|
(
|
|
|
|
(7) |
(
|
(7) |
|
|
(7) |
|
(7) | |||||||||||||||||||||||||||||||||||||
2021 |
|
(
|
|
|
(7) |
|
(7) |
|
(7) |
(
|
(7) |
|
(7) |
|
(7) | |||||||||||||||||||||||||||||||||||
2020 |
|
(
|
(
|
|
(7) |
|
(7) |
(
|
(7) |
|
|
(7) |
|
(7) |
Ryder System, Inc.
|
2024
Proxy Statement
|
53
|
|
Executive Compensation |
Financial Measures | Page | |||||||
|
37 | |||||||
|
37 | |||||||
|
37 | |||||||
|
34 |
Ryder System, Inc.
|
2024
Proxy Statement
|
54
|
|
Executive Compensation |
PAY RATIO |
Ryder System, Inc.
|
2024
Proxy Statement
|
55
|
|
Director Compensation |
DIRECTOR COMPENSATION |
Our non-employee directors received the following compensation during 2023:
|
||||||||||||||
4
|
an annual Board retainer of $110,000, paid in four installments in January, April, July and October;
|
|||||||||||||
4
|
an annual grant of $175,000 in restricted stock units ("RSUs"), made on the date of our Annual Meeting of Shareholders;
|
|||||||||||||
4
|
a Board or committee meeting attendance fee of $1,000 for each additional Board or committee meeting attended in excess of eight Board meetings or eight committee meetings, payable in December;
|
|||||||||||||
4
|
a committee chair retainer, payable in May, to each of the Chairs of the Finance, Compensation and Governance Committees ($20,000) and the Audit Committee ($25,000); and
|
|||||||||||||
4
|
an annual retainer of $30,000 to the Board's Lead Independent Director, payable in May.
|
Ryder System, Inc.
|
2024
Proxy Statement
|
56
|
|
Director Compensation |
2023 DIRECTOR COMPENSATION
|
Name |
Fees Earned or Paid in Cash
(1)
($)
|
Stock
Awards
(2)
($)
|
All Other
Compensation
(3)
($)
|
Total
($)
|
||||||||||
Robert J. Eck | 160,000 | 256,189 | 10,000 | 426,189 | ||||||||||
Robert A. Hagemann | 110,000 | 234,566 | 5,000 | 349,566 | ||||||||||
Michael F. Hilton | 130,000 | 249,418 | — | 379,418 | ||||||||||
Tamara L. Lundgren | 110,000 | 205,167 | 10,000 | 325,167 | ||||||||||
Luis P. Nieto, Jr. | 110,000 | 249,372 | 10,000 | 369,372 | ||||||||||
David G. Nord | — | 377,135 | 10,000 | 387,135 | ||||||||||
Abbie J. Smith | 130,000 | 288,916 | — | 418,916 | ||||||||||
E. Follin Smith | 110,000 | 259,734 | 10,000 | 379,734 | ||||||||||
Dmitri L. Stockton | 110,000 | 221,773 | 10,000 | 341,773 | ||||||||||
Charles M. Swoboda | — | 291,672 | — | 291,672 | ||||||||||
Hansel E. Tookes, II
(4)
|
97,603 | 29,367 | 10,000 | 136,970 |
(1) | Includes an annual Board retainer of $110,000 (except for Mr. Tookes, which includes a pro-rated amount through the date of his retirement from the Board), as well as committee chair fees, as follows: Mr. Eck, $20,000; Ms. A. Smith, $20,000; Mr. Hilton, $20,000; and Lead Independent Director fee for Mr. Eck of $30,000. | ||||
(2) |
Represents the aggregate value of stock awards granted in 2023, valued at their respective grant dates in accordance with FASB ASC Topic 718. For 2023, Mr. Nord and Mr. Swoboda each elected to receive 100% of their compensation in stock. Therefore, their stock awards include the annual Board retainer of $110,000, and for Mr. Nord the committee chair fee of $25,000. The table below sets forth each director's outstanding stock awards as of December 31, 2023, as a result of the director's election to defer settlement and accrued dividends. These shares are fully vested but not yet delivered.
|
Name | Outstanding Stock Awards | ||||
Robert J. Eck | 31,727 | ||||
Robert A. Hagemann | 24,051 | ||||
Michael F. Hilton | 29,031 | ||||
Tamara L. Lundgren | 11,620 | ||||
Luis P. Nieto, Jr. | 28,569 | ||||
David G. Nord | 26,717 | ||||
Abbie J. Smith | 47,130 | ||||
E. Follin Smith | 33,055 | ||||
Dmitri L. Stockton | 18,449 | ||||
Charles M. Swoboda | 3,508 | ||||
Hansel E. Tookes, II
(4)
|
— |
(3) | Reflects benefits under the Company's Matching Gifts to Education program, as described above on page 56. | ||||
(4) |
Reflects Mr. Tookes' compensation for fiscal year 2023, who retired from the Board effective May 5, 2023, which amounts are pro-rated through the date of his retirement from the Board.
|
Ryder System, Inc.
|
2024
Proxy Statement
|
57
|
|
Advisory Vote on Executive Compensation
(Proposal 3) |
PROPOSAL NO. 3 | ||
ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Ryder System, Inc.
|
2024
Proxy Statement
|
58
|
|
Shareholder Proposal
(Proposal 4)
|
PROPOSAL NO. 4 | ||
SHAREHOLDER PROPOSAL REGARDING MANAGING CLIMATE RISK THROUGH
SCIENCE-BASED TARGETS AND TRANSITION PLANNING |
Ryder System, Inc.
|
2024
Proxy Statement
|
59
|
|
Shareholder Proposal
(Proposal 4)
|
Ryder System, Inc.
|
2024
Proxy Statement
|
60
|
|
Shareholder Proposal
(Proposal 4)
|
Ryder System, Inc.
|
2024
Proxy Statement
|
61
|
|
Shareholder Proposal
(Proposal 5)
|
PROPOSAL NO. 5 | ||
SHAREHOLDER PROPOSAL ON RYDER'S CLIMATE CHANGE STRATEGY
AND RELATED IMPACTS ON EMPLOYMENT |
Ryder System, Inc.
|
2024
Proxy Statement
|
62
|
|
Shareholder Proposal
(Proposal 5)
|
Ryder System, Inc.
|
2024
Proxy Statement
|
63
|
|
Shareholder Proposal
(Proposal 5)
|
Ryder System, Inc.
|
2024
Proxy Statement
|
64
|
|
Other Matters |
OTHER MATTERS |
Who can vote? |
Holders of Ryder common stock at the close of business on March 4, 2024, the record date, are entitled to vote their shares at the Annual Meeting. As of March 4, 2024, there were 44,267,384 shares of common stock issued and outstanding, all of which are entitled to vote. Each share of common stock issued, outstanding and entitled to vote represents one vote.
|
What is a quorum? |
A quorum is the minimum number of shares required to hold a meeting. Under our By-Laws, the holders of a majority of the total number of shares issued, outstanding and entitled to vote at the meeting must be present in person (through virtual access) or represented by proxy for a quorum. If you sign and return your proxy marked "abstain," your shares will be counted for purposes of determining whether a quorum is present.
|
What is the difference between a shareholder of record and a beneficial shareholder? |
Record Shareholder. You are a shareholder of record if you are registered as a shareholder with our transfer agent, EQ Shareowner Services.
Beneficial Shareholder. You are a beneficial shareholder if a brokerage firm, bank, trustee or other agent (nominee) holds your shares. This is often called ownership in "street name," since your name does not appear anywhere in our records.
|
How do I vote? | If you are a shareholder of record, you may vote: | ||||
• by internet;
• by telephone; or
• by mail, if you received a paper copy of these proxy materials.
|
|||||
Detailed instructions for internet and telephone voting are set forth on the notice of internet availability ("Notice"), which contains instructions on how to access our proxy statement, Annual Report and shareholder letter online, and the printed proxy card. | |||||
If your shares are held in our 401(k) plan, your proxy will serve as a voting instruction for the trustee of our 401(k) plan who will vote your shares as you instruct. To allow sufficient time for the trustee to vote, your voting instructions must be received by April 30, 2024 (the "cut-off date"). If the trustee does not receive your instructions by the cut-off date, the trustee will vote the shares you hold through our 401(k) plan in the same proportion as all other shares in our 401(k) plan for which voting instructions were received.
|
|||||
If you are a beneficial shareholder, you must follow the voting procedures of your nominee. |
What shares are covered by my proxy card? |
Your proxy reflects all shares owned by you at the close of business on March 4, 2024. For participants in our 401(k) plan, shares held in your account as of that date are included in your proxy.
|
What if I am a beneficial shareholder and I do not give the nominee voting instructions? | Brokerage firms have the authority under NYSE rules to vote shares for which their customers do not provide voting instructions on certain "routine" matters. A broker non-vote occurs when a nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares. Broker non-votes are included in the calculation of the number of votes considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as shares present and entitled to be voted with respect to a matter on which the nominee has expressly not voted. |
What does it mean if I receive more than one Notice or proxy card?
|
It means that you hold shares in more than one account. To ensure all of your shares are voted, if you vote by telephone or on the internet, you will need to vote once for each Notice, proxy card or voting instruction card you receive. Alternatively, if you vote by proxy card, you will need to sign and return each proxy card by mail. |
How many votes are needed for the proposals to pass?
|
The table below sets forth the proportion of votes needed for each proposal on the ballot to pass. The table also sets forth whether a nominee can exercise discretion and vote your shares absent your instructions and, if not, the impact of such broker non-vote on the approval of the proposal and the impact of abstentions. |
Ryder System, Inc.
|
2024
Proxy Statement
|
65
|
|
Other Matters |
Proposal | How Many Votes are Needed for a Proposal to Pass? |
Can Brokers
Vote Absent Instructions? |
Impact of Broker Non-Vote | Impact of Abstentions | |||||||||||||
No. 1
|
Election of Directors | Majority of Votes Cast | No | None | None | ||||||||||||
No. 2
|
Ratification of PricewaterhouseCoopers LLP | Majority of Votes Cast | Yes | Not Applicable | None | ||||||||||||
No. 3
|
Say on Pay | Majority of Votes Cast | No | None | None | ||||||||||||
No. 4 |
Shareholder Proposal Regarding Managing Climate Risk Through Science-Based Targets and Transition Planning
|
Majority of Votes Cast
|
No | None | None | ||||||||||||
No. 5 |
Shareholder Proposal Regarding Ryder’s Climate Change Strategy and Related Impacts on Employment
|
Majority of Votes Cast | No | None | None |
Proposals 3, 4 and 5 are non-binding, advisory votes. What is the effect if they pass?
|
Although the advisory votes on Proposal 3 (Say on Pay) and Proposals 4 - 5 (Shareholder Proposals) are non-binding, our Board will review the results and, consistent with our record of shareholder engagement, take them into account in making future executive compensation and corporate governance decisions. | ||||
How do I change my vote? |
A shareholder of record may revoke a proxy by giving written notice of revocation to our Corporate Secretary before the meeting by delivering a later-dated proxy (either in writing, by telephone or over the internet), or by attending the Annual Meeting and voting electronically.
If you are a beneficial shareholder, you may change your vote by following your nominee's procedures for revoking or changing your proxy.
|
||||
Who can attend the Annual Meeting? | Only shareholders and our invited guests are permitted to attend the Annual Meeting. |
PROXY SOLICITATION COSTS |
VOTE TABULATIONS |
CONFIDENTIAL VOTING |
SHAREHOLDER PROPOSALS |
Ryder System, Inc.
|
2024
Proxy Statement
|
66
|
|
Other Matters |
ELECTRONIC DELIVERY |
HOUSEHOLDING |
Ryder System, Inc.
|
2024
Proxy Statement
|
67
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
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Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
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