~~FOR A TERM OF OFFICE EXPIRING AT THE 2019 ANNUAL MEETING~~



~~John M. Berra~~Board's Risk Review and Assessment
4	Review significant risks and consider such risks when overseeing strategic and business decisions.
4	~~DESCRIPTION OF BUSINESS EXPERIENCE:~~ ~~Mr. Berra served as Chairman~~Discuss with management the effectiveness of ~~Emerson Process Management, a global leader~~our risk management processes in ~~providing solutions to customers in process control,~~identifying, assessing and ~~Executive~~managing the organization’s most significant enterprise-wide risk exposures.
4	Review an ERM report from the Chief Legal Officer, Chief Compliance Officer and Vice President of ~~Emerson Electric Company, until he retired in October 2010.~~ ~~Prior to October 2008, Mr. Berra served as President~~Internal Audit at least annually which (1) identifies the Company's risks, including detailed analysis of ~~Emerson Process Management. He joined Emerson's Rosemount division as a marketing manager in 1976~~the likelihood of occurrence and ~~continued assuming more prominent roles in~~potential impact of each risk, and (2) details the ~~organization until 1997 when he was named President of Emerson's Fisher-Rosemount division (now Emerson Process Management). Prior to joining Emerson, Mr. Berra was~~ERM program elements and process for risk identification.
4	Review written updates and presentations on specific risks and our ERM program at every regularly scheduled meeting and discuss with management the most significant risks that are identified and managed by Ryder.
4	Establish an ~~instrument and electrical engineer with Monsanto Company.~~ ~~OTHER PUBLIC BOARD MEMBERSHIPS:~~ ~~• National Instruments Corporation~~ ~~QUALIFICATIONS:~~ The Board nominated Mr. Berra as a director because of his leadership experience and expertise in global marketing, operations and technology/engineering, which the Board finds to be valuable skills that complement the other skills represented on our Board. In addition, Mr. Berra has leadership experience in positions of executive oversight and senior management in a global public company with a diversified business. He also has experience as a director on a global public company board, including serving on audit, compensation and governance committees. Consistent with our policies and practices related to director service, in making a determination as to Mr. Berra's nomination, the Board considered Mr. Berra's current service on the board of another public company. Mr. Berra was renominated based on his qualifications listed above, his valuable, significant contributions toannual schedule for the Board and ~~Company and his demonstrated willingness and ability~~committees to ~~commit adequate time and attention to all Board matters.~~ conduct individual, in depth reviews of the Company's key risks identified in the ERM report.
~~Director since:~~ ~~July2003~~ 4
~~Committees:~~ ~~- Compensation~~ ~~- Finance~~
~~Age: 70~~



~~Robert J. Eck~~
		~~CURRENT PRINCIPAL OCCUPATION:~~ Mr. Eck is Chief Executive Officer of Anixter International, Inc. (Anixter), a global distributor of network and security solutions, electrical and electronic solutions, and utility power solutions with $7.6 billion in annual revenue. He also serves as President and Chief Executive Officer of Anixter Inc., a subsidiary of Anixter. Mr. Eck has held both positions since 2008. On February 26, 2018, Mr. Eck announced his intention to retire as Chief Executive Officer of Anixter effective atReview an internal audit report from the ~~end of June 2018 and will remain on Anixter's Board after such date.~~ ~~DESCRIPTION OF BUSINESS EXPERIENCE:~~ ~~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~~Internal Audit at least annually regarding internal audit's review of enterprise risks and ~~Security Solutions for Anixter from 2004~~audit activities to ~~2007. In 2003, he served as Senior Vice President of Physical Security Products~~evaluate the controls and ~~Integrated Supply of Anixter Inc. Mr. Eck joined Anixter in 1989 and has held roles of increasing responsibility in strategy, supply chain management, sales and marketing, and human resources.~~ ~~OTHER PUBLIC BOARD MEMBERSHIPS:~~ ~~• Anixter International, Inc.~~ ~~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, which the Board finds to be valuable skills that complement the other skills represented on our Board. In addition, Mr. Eck has leadership experience as President and Chief Executive Officer of a global public company. He also has experience as a director on a global public company board. 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 current role as CEO of another public company and service on the board of his company. Mr. Eck was renominated based on his qualifications listed above, his valuable, 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:~~ ~~May2011~~
~~Committees:~~ ~~- Compensation~~ ~~- Finance~~
~~Age: 59~~	processes regarding such risks.

Although Ryder’s ERM program is structured with formal processes, it remains flexible enough to adjust to changing economic, business and regulatory developments and is founded on clear lines of communication to the leadership team, the Board and its committees. In addition, the Company periodically commissions an external assessment of its ERM program and its risk assessment processes to ensure they are in line with industry practices and are effectively identifying, monitoring and mitigating enterprise-wide risks.

The Board's Oversight of Cyber Security

Our Board believes that a strong enterprise cyber strategy is vital to effective cyber risk management. Ryder has a dedicated Chief Information Security Officer whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to Ryder’s cyber security risk management and risk controls as well as management’s actions to identify, assess, mitigate and remediate any material issues. Consistent with such delegation, the Audit Committee receives regular updates from management on its cyber event preparedness efforts in addition to periodic reports from the Chief Information Security Officer on the Company’s cyber risk profile and cyber security program initiatives. Management has also engaged third-party experts, as appropriate, to evaluate Ryder’s cyber security program and to assess the risks and changes in the cyber environment. The Audit Committee provides reports to the full Board on these matters regularly.

The Board's Oversight of Corporate Strategy

The Board, in fulfilling its responsibility to manage risk and maximize long-term shareholder value, is accountable for reviewing and overseeing the creation and implementation of Ryder's corporate strategy. The development of Ryder's strategy is an ongoing, iterative process that includes engagement throughout the year from and between the Board and senior management. Each year, the full Board participates in an annual Board Strategy Meeting that provides an opportunity for the Board to engage with the CEO and key senior leaders in assessing the competitive environment and Ryder's firmwide and segment strategies, and to provide feedback on the company’s long-term strategy. As part of this meeting, the Board reviews specific initiatives under each of Ryder's strategic pillars, as well as a dashboard of short-term and long-term financial and strategic targets and milestones. As the year progresses, the Board remains engaged in overseeing the implementation and monitoring of Ryder's strategy through updates by senior management, which include business segment performance and outlook, competitive trends, milestone achievements, and risk evaluation and mitigation strategies. This approach allows the Board to provide effective feedback and guidance to management throughout the year on strategic risks and opportunities facing Ryder and its business segments.



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		~~Election of Directors~~Related Person Transactions

RELATED PERSON TRANSACTIONS



~~Robert A. Hagemann~~
		~~DESCRIPTION OF BUSINESS EXPERIENCE:~~ ~~Mr. Hagemann served as Senior Vice President and Chief Financial Officer of Quest Diagnostics Incorporated until he retired in 2013.~~ Mr. Hagemann joined Quest’s predecessor, Corning Life Sciences, Inc., 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 and 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/accounting, business development, strategy, supply chains and government contracting, which the Board finds to be valuable skills that complement the other skills represented on our Board. In addition, Mr. Hagemann has leadership experience as Chief Financial Officer of a global public company. He also has experience as a director on global public company boards, including serving on audit, compensation and research/innovation/technology committees. ~~The Board has determined that Mr. Hagemann qualifies as an audit committee financial expert.~~ 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 valuable, 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:~~ ~~August 2014~~
~~Committees:~~ ~~- Audit (Chair)~~ ~~- Finance~~
~~Age: 61~~	No Related Person Transactions in 2019



~~Michael F. Hilton~~
		~~CURRENT PRINCIPAL OCCUPATION:~~ Mr. Hilton serves as President and Chief Executive Officer of Nordson Corporation, a position he has held since he joined Nordson in 2010. Nordson engineers, manufactures and markets products and systems used for dispensing adhesives, coatings, sealants, biomaterials and other materials in a wide variety of end markets. ~~DESCRIPTION OF BUSINESS EXPERIENCE:~~ Prior to joining Nordson, Mr. Hilton served as Senior Vice President and General Manager of Air Products & Chemicals, Inc. from 2007 until 2010 with specific responsibility 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:~~ ~~• Nordson Corporation~~ ~~• Lincoln Electric~~ ~~QUALIFICATIONS:~~ The Board nominated Mr. Hilton as a director because of his leadership experience and expertise in global operations, business to business marketing, and oversight of large and diverse business units, which the Board finds to be valuable skills that complement the other skills represented on our Board. In addition, Mr. Hilton has leadership experience as a Chief Executive Officer of a global public company. He also has experience as a director on two global public company boards, including serving on audit and governance committees. 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 current role as CEO of another public company and service on the board of his company and one other public company. Mr. Hilton was renominated based on his qualifications listed above, his valuable, 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:~~ ~~July 2012~~
~~Committees:~~ ~~- Compensation~~ ~~- Corporate Governance & Nominating~~
~~Age: 63~~

In accordance with our written Policies and Procedures Relating to Related Person Transactions adopted by the Board, all “related person transactions” are subject to review, approval or ratification by the Governance Committee. The Policies and Procedures are in addition to, not in lieu of, the requirements relating to conflicts of interest in our Principles of Business Conduct. Copies of both policies are available in the Investors area of our website at http://investors.ryder.com. For purposes of the Policies and Procedures, and consistent with Item 404 of Regulation S-K, a “related person transaction” is:

any transaction in which we or a subsidiary of ours is a participant, the amount involved exceeds $120,000 and a “related person” has a direct or indirect material interest; or

any material amendment to an existing related person transaction.

“Related persons” are our executive officers, directors, nominees for director, any person who is known to be the beneficial owner of more than 5% of any class of our voting securities and any immediate family member of any of the foregoing persons.

Our Principles of Business Conduct require that directors and executive officers report any actual or potential conflicts of interest, including potential related person transactions, to the Company. In addition, each director and executive officer completes and signs a questionnaire annually to confirm there are no material relationships or related person transactions between such individuals and the Company other than those previously disclosed to us. This ensures that all material relationships and related person transactions are identified, reviewed and disclosed in accordance with applicable policies, procedures and regulations. Based on this information, we review the Company's own records and make follow-up inquiries as may be necessary to identify potentially reportable transactions. A report summarizing such transactions is then provided to the Governance Committee.

The Governance Committee is responsible for reviewing and determining whether to approve related person transactions. In considering whether to approve a related person transaction, the Governance Committee considers the following factors, to the extent relevant:

whether the terms of the related person transaction are fair to us and on the same basis as would apply if the transaction did not involve a related person;

whether there are business reasons for us to enter into the related person transaction;

whether the related person transaction would impair the independence of an outside director; and

whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director, executive officer or related person, the direct or indirect nature of the director’s, executive officer’s or related person’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Governance Committee deems relevant.

Any member of the Governance Committee who has an interest in the related person transaction must abstain from voting on the approval of the transaction. Although such member would normally be excused from any discussions relating to the transaction, the Governance Committee Chair has the authority to request that such member participate in some or all of the Committee's discussions. Typically, participation would only be requested if the other Committee members have questions about the interested member's involvement in the transaction.

There were no related person transactions during 2019.



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		Election of Directors (Proposal 1)



	PROPOSAL NO. 1
~~Tamara L. Lundgren~~
		~~CURRENT PRINCIPAL OCCUPATION:~~ Ms. Lundgren serves as President and Chief Executive Officer of Schnitzer Steel Industries, Inc., a position she has held since 2008. Schnitzer Steel is one of the largest manufacturers and exporters of recycled ferrous metal products in the United States with $1.5 billion in annual revenue and more than 100 operating facilities in the United States, Puerto Rico and Canada. ~~DESCRIPTION~~ELECTION OF ~~BUSINESS EXPERIENCE:~~ Ms. Lundgren joined Schnitzer Steel in 2005 as Chief Strategy Officer and subsequently served as Executive Vice President and Chief Operating Officer from 2006 until 2008. Prior to joining Schnitzer Steel, Ms. Lundgren was a managing director at JP Morgan Chase in London and managing director at Deutsche Bank AG in New York and London. Before joining Deutsche Bank, Ms. Lundgren was a partner at the law firm of Hogan & Hartson, LLP in Washington D.C. ~~OTHER PUBLIC BOARD MEMBERSHIPS:~~ ~~• Schnitzer Steel Industries~~ ~~OTHER RELEVANT EXPERIENCE:~~ ~~• Member of the Board of Directors of Federal Reserve Bank of San Francisco~~ ~~• Executive Committee member of the U.S. Chamber of Commerce~~ ~~QUALIFICATIONS:~~ The Board nominated Ms. Lundgren as a director because of her leadership experience and expertise in global operations, strategy, finance and corporate law, which the Board finds to be valuable skills that complement the other skills represented on our Board. In addition, Ms. Lundgren has leadership experience as President and Chief Executive Officer of a global public company. She also has experience as a director on a global public company board. ~~The Board has determined that Ms. Lundgren qualifies as an audit committee financial expert.~~ 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 valuable, 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:~~ ~~October 2012~~
~~Committees:~~ ~~- Audit~~ ~~- Corporate Governance & Nominating~~
~~Age: 60~~	DIRECTORS

Based upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated the eleven individuals listed below for election at the Annual Meeting. Under our By-Laws, directors are elected each year at the Annual Meeting. All nominees are currently directors and have been previously elected by our shareholders.

Each director elected at the Annual Meeting will serve until Ryder’s 2021 Annual Meeting of Shareholders and until he or she is succeeded by another qualified director who has been elected, or, if earlier, until his or her death, resignation or removal.



~~Luis P. Nieto, Jr.~~
		~~DESCRIPTION OF BUSINESS EXPERIENCE:~~ ~~Mr. Nieto served as President of the Consumer Foods Group for ConAgra Foods Inc. 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. ConAgra is one of the largest packaged food companies in North America. Prior to joining ConAgra, Mr. Nieto was President and Chief Executive Officer 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~~KEY FACTS ABOUT OUR BOARD ~~MEMBERSHIPS:~~ ~~• AutoZone, Inc.~~ ~~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, which the Board finds to be valuable skills that complement the other skills represented on our Board. 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. ~~The Board has determined that Mr. Nieto qualifies as an audit committee financial expert.~~ 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 current service on the board of another public company. Mr. Nieto was renominated based on his qualifications listed above, his valuable, 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:~~ ~~February 2007~~
~~Committees:~~ ~~- Audit~~ ~~- Finance (Chair)~~
~~Age: 62~~

We strive to maintain a diverse and well-rounded Board that balances the institutional knowledge of tenured directors with the fresh perspectives of new members.

Board Composition and Expertise

Director Criteria, Qualifications and ExperienceWe believe that each of our directors has the experience, skills, qualities and time to successfully perform his or her duties as a director and contribute to our Company's success. Our directors were nominated because each individual possesses the highest standards of personal integrity and interpersonal and communication skills, is highly accomplished in his or her field, has an understanding of the interests and issues that are important to our shareholders and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors, as a group, complement each other’s respective experiences, skills and qualities. Our directors are diverse in age, gender, tenure, ethnic background and professional experience but together produce a cohesive body in terms of Board process, collaboration, mutual respect for differing perspectives and commitment to receiving input on all director viewpoints when evaluating critical issues and making important decisions. More information on Ryder's director nomination process is set forth in the Corporate Governance and Nominating Committee section under “Board Succession Process for Directors” on page 12.



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		~~Election of Directors~~



~~David G. Nord~~
		~~CURRENT PRINCIPAL OCCUPATION:~~ Mr. Nord serves as Chairman, President and Chief Executive Officer of Hubbell Incorporated, an international manufacturer of electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications with $3.5 billion in annual revenue. Mr. Nord has held this position since May 2014, and prior to that served as President and Chief Executive Officer of Hubbell since January 2013. ~~DESCRIPTION OF BUSINESS EXPERIENCE:~~ 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:~~ ~~• Hubbell Incorporated~~ ~~QUALIFICATIONS:~~ The Board nominated Mr. Nord as a director because of his leadership experience, expertise in global operations and strong financial acumen, which the Board finds to be valuable skills that complement the other skills represented on our Board. In addition, Mr. Nord has leadership experience as President and CEO of a global public company. He also has experience as a director on a global public company board. 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 current role as CEO of another public company and service on the board of his company. Mr. Nord was nominated based on his qualifications listed above and his willingness and ability to commit adequate time and attention to all Board matters.
~~Director since:~~ ~~March 2018~~
~~Committees:~~ ~~- Compensation~~ ~~- Finance~~
~~Age: 60~~



~~Robert E. Sanchez~~
		~~CURRENT PRINCIPAL OCCUPATION:~~ ~~Mr. Sanchez currently serves as Chair and Chief Executive Officer of Ryder System, Inc.~~ ~~DESCRIPTION OF BUSINESS EXPERIENCE:~~ Mr. Sanchez was appointed Chair of Ryder's Board in May 2013. He was appointed President and Chief Executive Officer in January 2013, at which time he was also elected to Ryder's Board. 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~~ ~~OTHER RELEVANT EXPERIENCE:~~ ~~• Member of the Board of Directors of the Truck Renting and Leasing Association~~ ~~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, which the Board finds to be valuable skills that complement the other skills represented on our Board. In addition, Mr. Sanchez serves as Ryder's Board Chair and Chief Executive Officer. He has leadership experience based on years of broad-based, diverse senior management experience 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 serving as compensation committee chair. Consistent with our policies and practices related to director service, in making a determination as to Mr. Sanchez's nomination, the Board considered Mr. Sanchez's current role as CEO of Ryder and service on the board of another public company. Mr. Sanchez was renominated based on his qualifications listed above, his valuable, 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:~~ ~~January 2013~~
~~Board Chair~~
~~Age: 52~~



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		~~Election of Directors~~



~~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.~~ ~~DESCRIPTION OF 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:~~ ~~• Dimensional Investment Group Inc.~~ ~~• DFA Investment Dimensions Group Inc.~~ ~~• HNI Corporation~~ ~~OTHER RELEVANT EXPERIENCE:~~ ~~• Trustee of certain 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, which the Board finds to be valuable skills that complement the other skills represented on our Board. 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. ~~The Board has determined that Ms. Smith qualifies as an audit committee financial expert.~~ 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 the board of three other public companies. Ms. Smith was renominated based on her qualifications listed above, her valuable, 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:~~ ~~July 2003~~
~~Committees:~~ ~~- Audit~~ ~~- Finance~~
~~Age: 64~~



~~E. Follin Smith~~
		~~DESCRIPTION OF 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., 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., 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, which the Board finds to be valuable skills that complement the other skills represented on our Board. In addition, Ms. Smith has leadership experience serving as Chief Financial Officer and Chief Administrative Officer of global public companies. She also has experience as a director on other global public company boards, 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 CFO and service on other company boards. Ms. Smith was renominated based on her qualifications listed above, her valuable, 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:~~ ~~July 2005~~
~~Committees:~~ ~~- Compensation (Chair)~~ ~~- Corporate Governance & Nominating~~
~~Age: 58~~



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		~~Election of Directors~~



~~Dmitri L. Stockton~~
		~~DESCRIPTION OF BUSINESS EXPERIENCE:~~ Mr. Stockton most recently served as Senior Vice President and Special Advisor to the Chairman of General Electric Company (GE) from 2016 until his retirement in 2017. GE is a multinational industrial company that provides power and water, aviation, oil and gas, healthcare, appliances and lighting, energy management, transportation and financial services. 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 Chief Executive Officer 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 Chief Executive Officer for GE Capital Global Banking and Senior Vice President of GE in London, UK. He previously 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~~ ~~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, which the Board finds to be valuable skills that complement the other skills represented on our Board. 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 two other public companies. Mr. Stockton was nominated based on his qualifications listed above and his willingness and ability to commit adequate time and attention to all Board matters.
~~Director since:~~ ~~March 2018~~
~~Committees:~~ ~~- Compensation~~ ~~- Finance~~
~~Age: 53~~



~~Hansel E. Tookes, II~~
		~~DESCRIPTION OF BUSINESS EXPERIENCE:~~ ~~Mr. Tookes served as President of Raytheon International until he retired from Raytheon Company in December 2002.~~ Mr. Tookes joined Raytheon in September 1999 as President and Chief Operating Officer of Raytheon Aircraft Company. He was appointed Chief Executive Officer in January 2000, Chairman in August 2000 and became President of Raytheon International in May 2001. Prior to joining Raytheon in 1999, Mr. Tookes served as President of Pratt & Whitney's Large Military Engines Group since 1996. He joined Pratt & Whitney's parent company, United Technologies Corporation, in 1980. Mr. Tookes was a Lieutenant Commander and military pilot in the U.S. Navy and later served as a commercial pilot with United Airlines. ~~OTHER PUBLIC BOARD MEMBERSHIPS:~~ ~~• Corning Incorporated~~ ~~• Harris Corporation~~ ~~• NextEra Energy, Inc. (formerly FPL Group,Inc.)~~ ~~QUALIFICATIONS:~~ The Board nominated Mr. Tookes as a director because of his leadership experience and expertise in global operations, the transportation industry, the U.S. military and government contracting, which the Board finds to be valuable skills that complement the other skills represented on our Board. In addition, Mr. Tookes 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 governance committee chair and member of audit, compensation, finance and executive committees.~~ ~~The Board has determined that Mr. Tookes qualifies as an audit committee financial expert.~~ Consistent with our policies and practices related to director service, in making a determination as to Mr. Tookes' nomination, the Board considered Mr. Tookes' current service on the board of three other public companies. Mr. Tookes was renominated based on his qualifications listed above, his valuable, 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:~~ ~~September 2002~~ ~~Lead Independent Director~~
~~Committees:~~ ~~- Audit~~ ~~- Corporate Governance & Nominating (Chair)~~
~~Age: 70~~



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		~~Corporate Governance~~

~~CORPORATE GOVERNANCE~~

~~We maintain a Governance page in the Investors area of our website at~~ ~~http://investors.ryder.com, which includes our Corporate Governance Guidelines and the following additional materials relating to corporate governance:~~

~~Principles of Business Conduct~~

~~Committee charters~~

~~Board - background and experience~~

~~Board committees - current members~~

~~How to contact our directors~~

~~The Corporate Governance Guidelines set forth our governance principles relating to, among other things:~~

~~The Board's annual strategic direction review~~

~~Director independence (including our director independence standards)~~

~~Director qualifications and responsibilities~~

~~Board and leadership structure; director resignation policy~~

~~Director compensation~~

~~CEO and senior management succession~~

~~CEO evaluation and compensation~~

~~Board and committee evaluations~~

The Principles of Business Conduct apply to our officers, employees and Board members and cover all areas of professional conduct including conflicts of interest, confidentiality, compliance with law and mechanisms to report known or suspected wrongdoing. Any changes to these documents will be posted on our website. Any waivers to our Principles of Business Conduct for Board members or our executive officers granted by the Governance Committee will be posted on our website or disclosed in a public filing made with the Securities and Exchange Commission (SEC).



~~Table of Contents~~	~~Ryder System, Inc.~~ \| ~~2018Proxy Statement~~	14



		~~Board of Directors~~

~~BOARD OF DIRECTORS~~



~~Director Independence~~
~~11 of the 12 Directors are Independent~~

~~Independence~~

It is our policy that a substantial majority of the members of our Board and all of the members of our Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee qualify as independent under the New York Stock Exchange (NYSE) corporate governance listing standards.

To assist in making independence determinations, our Board has adopted director independence standards, which are included as part of our Corporate Governance Guidelines and are available on our Investors website at ~~http://investors.ryder.com~~. Our director independence standards set forth certain transactions or relationships that the Board has determined will not, by themselves, be deemed to create a material relationship for the purpose of determining director independence. However, the Board will consider all relationships and transactions with our directors, even those that meet these standards, to determine whether the particular facts or circumstances of the relationship or transaction would impair the director's independence.

~~2018 Independence Review~~

In preparation for our 2018 Annual Meeting, the Board undertakes an annual review of director independence, which includes a review of each director’s responses to questionnaires asking about any and all relationships with the Company. This review is performed in accordance with our Corporate Governance Guidelines and is designed to identify and evaluate any transactions or relationships between a director or any member of his or her immediate family and us or members of our senior management.

In the ordinary course of business, transactions may occur between us and entities with which some of our directors are or have been affiliated. In connection with its evaluation of director independence, our Board identified and reviewed several transactions that occurred during 2017 between us and companies where our directors or family members of our directors serve as executive officers.

Specifically, Mr. Eck, Mr. Hilton and Ms. Lundgren serve as executives of companies that lease vehicles or receive other services from us, or provide services or products to us, such as maintenance equipment or parts. We reviewed each of these commercial relationships and found that all transactions between us and the relevant companies were made in the ordinary course of business and negotiated at arm’s length. Furthermore, each of these commercial relationships was below the threshold set forth in our director independence standards (i.e., one percent of such other company’s consolidated gross revenues for such year or $1 million, whichever is greater). As a result, our Board determined that none of these commercial relationships impaired the independence of the relevant director.

Additionally, the Board reviewed charitable donations and contributions made by the Company to tax-exempt organizations where our directors serve as a trustee or director. Specifically, Ms. Lundgren serves on the board of a tax-exempt organization to which the Company makes or has made contributions. We reviewed this relationship and found that all contributions made by the Company were made in the ordinary course, at arm’s length and consistent with our policies and procedures. Furthermore, this relationship was below the threshold set forth in our director independence standards (i.e., one percent of such organization’s consolidated gross revenues for such year or $250,000, whichever is greater). As a result, our Board determined that this relationship does not impair Ms. Lundgren's independence.

Based on its independence review and after considering the transactions described above, the Board determined that each of the following directors (which together constitute all members of the Board other than Mr. Sanchez) is independent: John M. Berra, Robert J. Eck, Robert A. Hagemann, Michael F. Hilton, Tamara L. Lundgren, Luis P. Nieto, Jr., David G. Nord, Abbie J. Smith, E. Follin Smith, Dmitri L. Stockton and Hansel E. Tookes, II. No family relationships exist among our directors and executive officers.



~~Table of Contents~~	~~Ryder System, Inc.~~ \| ~~2018Proxy Statement~~	1519



		~~Board~~Election of Directors

~~SHAREHOLDER ENGAGEMENT AND COMMUNICATIONS WITH THE BOARD~~

~~Shareholder Engagement.~~ Our Board and management are committed to engaging with our shareholders and obtaining their views and input on performance, governance, executive compensation and any other matters important to our shareholders.

~~Board-Driven Engagement and Board Reporting.~~Our Governance Committee oversees the shareholder engagement process and reviews and assesses shareholder input. As part of this process, the Committee regularly provides updates to the full Board on shareholder engagement efforts and feedback.

~~Year-Round Engagement.~~Ryder conducts routine shareholder outreach, so that the Board and Company remain informed on the issues that our shareholders tell us matter most to them. Annually, we reach out to our top 50% (or more) of shareholders to discuss Ryder's corporate governance and compensation profile and any other shareholder concerns. We reach out to our top shareholders to gain feedback prior to making any material compensation or governance changes and when we are considering whether to support or enact provisions requested in a shareholder proposal.

~~Engagement Participants.~~Our Board Chair and CEO, Chief Legal Officer and Corporate Secretary, and/or Vice President of Corporate Strategy and Investor Relations participate in regular meetings with shareholders. When appropriate, other Board members, including our Lead Independent Director, Governance Committee Chair and other Committee Chairs, also participate in the meetings. For instance, in 2017, our Lead Independent Director and Governance Committee Chair and Compensation Committee Chair participated in the shareholder engagement meetings when we were considering material governance changes requested by shareholders as well as changes to our executive compensation program.

~~Transparency and Informed Governance Enhancements.~~ Our Governance Committee and full Board regularly review our governance practices and policies with an eye towards continual improvement. In addition to considering shareholder feedback obtained through our engagement process, our Board regularly reviews the voting results of our shareholder meetings, governance and proxy voting policies of our shareholders who publish their policies, other published materials reflecting shareholder views, governance practices of our peers and other companies similar in size to Ryder, and current trends in corporate governance.



~~Summary of Ryder's 2017 Shareholder Engagement~~
4	~~During the summer and fall of 2017, we sought feedback from shareholders holding over 77% of our shares, including our top 50 shareholders, on Ryder's governance and compensation profile.~~
4	~~We received substantive feedback from shareholders holding nearly 53% of our shares.~~
4	~~These meetings were in addition to over a hundred other meetings and discussions that management and investor relations held with shareholders since the 2017 Annual Meeting.~~
4	~~Overall, we received positive feedback from the shareholders who engaged with us regarding our strategy and management team as well as other disclosure around our executive compensation program.~~



~~Table of Contents~~	~~Ryder System, Inc.~~ \| ~~2018Proxy Statement~~	16



		~~Board of Directors~~



~~Actions Taken as a Result of Our Shareholder Engagement~~
4	~~Proposed for a vote at the 2018 Annual Meeting an amendment to our Restated Articles of Incorporation and By-Laws to provide shareholders with the right to act by written consent.~~
4	~~Commenced annual elections for all directors beginning in 2018.~~
4	~~Moved to three-year performance periods and fixed three-year targets in the Long Term Incentive Plan ("LTIP") beginning with 2018 awards.~~
4	~~Implemented a balanced proxy access right in 2016.~~
4	~~Adopted double-trigger vesting upon a change of control in our Equity Plan in 2016 (eliminating our single-trigger vesting provisions).~~
4	Eliminated supermajority voting provisions regarding removal of directors, amendment of certain provisions of our Articles of Incorporation and By-Laws and approval of certain business combinations with interested shareholders.
4	~~Began disclosing our political contributions policy and annual direct corporate contributions to political candidates on our website.~~
4	~~Periodically updated our corporate sustainability report.~~
4	~~Commenced disclosure of carbon emissions and energy data through the Carbon Disclosure Project.~~

~~Shareholder Communications with the Board.~~ Shareholders and other interested parties can communicate with our independent directors as a group through an external toll-free hotline number at 1-800-815-2830 (7 days a week/24 hours a day), through the Governance page in the Investors area of our website at ~~http://investors.ryder.com~~, or by mailing their communication to: Independent Directors, c/o Corporate Secretary, Ryder System, Inc., 11690 N.W. 105th Street, Miami, Florida 33178. Any communications received from interested parties in the manners described above will be collected and organized by our Corporate Secretary and will be periodically, and in any event prior to each regularly-scheduled Board meeting, reported and/or delivered to our independent directors. The Corporate Secretary will not forward spam, junk mail, mass mailings, service complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate materials to the independent directors. Correspondence relating to some of these matters, such as service issues, may be distributed internally for review and possible response. The procedures for communicating with our independent directors as a group are available in the Investors area of our website at ~~http://investors.ryder.com, on the Governance page.~~

Our Audit Committee has established procedures for the receipt, retention and treatment of complaints regarding questionable accounting, internal control, financial improprieties or auditing matters. Any of our employees or members of the general public may communicate concerns about any of these matters confidentially to any supervisor or manager, the Chief Legal Officer, the Vice President of Internal Audit or the Chief Compliance Officer, or on a confidential and/or anonymous basis by way of a third party toll-free hotline number (1-800-815-2830), web-based portal (~~https://ryder.alertline.com), e-mail (ethics@ryder.com), or via e-mail to members of our Audit Committee (audit@ryder.com). All of these reporting mechanisms are publicized in the Investors area of our website at~~ ~~http://investors.ryder.com~~, in our Principles of Business Conduct, through in person and on-line compliance training, and location posters. Upon receipt of a complaint or concern, a determination will be made whether it pertains to accounting, internal control, financial improprieties or auditing matters and, if it does, it will be handled in accordance with the procedures established by the Audit Committee. A summary of all complaints of whatever type received through the reporting mechanisms are reported to the Audit Committee at each regularly-scheduled Audit Committee meeting. Matters requiring immediate attention are promptly forwarded to the Chair of the Audit Committee.

~~BOARD MEETINGS~~

The Board held six regular meetings and one special meeting in 2017. Each of the directors attended at least 75% of the aggregate number of meetings of the Board and committees on which the director served in 2017, with the exception of Messrs. Nord and Stockton who were appointed to the Board effective March 1, 2018. Our independent directors meet in outside directors session without management present as part of each regularly-scheduled Board meeting. Our Lead Independent Director presides over these outside directors sessions.

We expect our directors to attend our Annual Meeting of Shareholders. All of our directors attended the 2017 Annual Meeting, with the exception of Messrs. Nord and Stockton who were appointed to the Board after the 2017 Annual Meeting.

~~BOARD LEADERSHIP STRUCTURE~~

Ryder combines the positions of CEO and Board Chair. Ryder believes that the CEO, as a Company executive, is in the best position to fulfill the Chair’s responsibilities, including those related to identifying emerging issues facing Ryder, communicating essential information to the Board about Ryder’s performance and strategies, and proposing agendas for the Board.

Ryder believes that its Board leadership structure is enhanced by the independent leadership provided by our Lead Independent Director. The Board has developed the role of a strong Lead Independent Director to facilitate and strengthen the Board’s



~~Table of Contents~~	~~Ryder System, Inc.~~ \| ~~2018Proxy Statement~~	17



		~~Board of Directors~~ (Proposal 1)

~~independent oversight~~Director Tenure and Board RefreshmentBoard composition and refreshment are priorities for Ryder. The Board believes that it is desirable to maintain a mix of new and experienced directors. The Board does not believe that express limits on a director's tenure are appropriate, and values the increasing contribution of directors who, over time, have developed deeper insight into the Company ~~performance, strategy~~ and ~~succession planning,~~its operations. However, to encourage appropriate refreshment and ~~uphold effective governance standards. Ryder’s~~the continued qualification of our Board members, our Corporate Governance Guidelines establish that the Board members shall appoint a Lead Independent Director every five years, although the Board has discretion to deviate from this cycle when it determines it is in the best interests of the Company to do so. Our current Lead Independent Director is Hansel E. Tookes, II, who has served in the position since 2015. The Lead Independent Director’s duties include the following:



~~Lead Independent Director Duties and Practices~~
4	~~Presides at all meetings of the Board at which the Chair is not present, including outside directors sessions of the independent directors (which are held at every regular meeting)~~
4	~~Serves as the liaison between the CEO/Chair and the independent directors and works with the Chair to make sure that all director viewpoints are considered and that decisions are appropriately made~~
4	~~Serves as the liaison between the Board and management to ensure the Board obtains the materials and information it needs~~
4	~~Requests and previews information sent to the Board, as necessary~~
4	~~Develops meeting agendas for the Board, in collaboration with the Chair and Chief Legal Officer, to ensure that topics requested by the independent directors are included~~
4	~~Has authority to call meetings of the independent directors~~
4	~~Is available for consultation and direct communication with shareholders to discuss concerns and expectations, upon request~~
4	~~Engages with other independent directors to identify matters for discussion at outside directors sessions~~
4	~~Oversees annual CEO evaluation~~
4	~~In addition, our Lead Independent Director, who also serves as our Governance Committee Chair, oversees the Board’s annual evaluation process and the search process for new director candidates~~

~~BOARD COMMITTEES~~

The Board has four standing committees: Audit, Compensation, Corporate Governance and Nominating and Finance. All of the committees are composed entirely of independent directors who meet in outside directors session without management present as part of each regularly-scheduled committee meeting. Each committee evaluates its performance annually. The tables below provides current membership and 2017 meeting information for each committee:

~~We have adopted written charters that set forth each committee’s responsibilities and~~ provide for ~~periodic~~ review of a director's continuation of Board service each ~~charter and annual evaluation of each committee’s performance. The charters grant each committee~~time the ~~authority to obtain the advice and assistance of, and receive appropriate funding from us~~director is up for outside legal, accounting or other advisors as a committee deems necessary to fulfill its obligations. The specific powers and responsibilities of the committees are set forth in more detail in their charters, which are available on the Governance page in the Investors area of our website at ~~http://investors.ryder.com~~.re-election.

At the end of each year, the committees review and approve agenda schedules for the following year. The agenda schedules outline the various topics the committees will consider during the year to ensure they adequately fulfill their committee charter responsibilities. The committees consider other topics during the year as needed to fulfill their responsibilities. Our Chief Legal Officer works closely with the Board Chair, Lead Independent Director and Committee Chairs to ensure that information presented to the committees with respect to items discussed and/or approved is clear and comprehensive.



~~Table of Contents~~	~~Ryder System, Inc.~~ \| ~~2018Proxy Statement~~	18



		~~Audit Committee~~

~~AUDIT COMMITTEE~~

~~Members~~



~~Robert A. Hagemann~~ ~~(Chair)~~	~~Tamara L. Lundgren~~	~~Luis P. Nieto, Jr.~~	~~Abbie J. Smith~~	~~Hansel E. Tookes, II~~



~~Key Responsibilities~~
4	~~Appointing, overseeing and determining the compensation and independence of our independent registered certified public accounting firm~~
4	~~Approving the scope of the annual audit and the related audit fees~~
4	~~Reviewing the scope of internal audit's activities and performance of the internal audit function~~
4	~~Reviewing and discussing the adequacy and effectiveness of internal control over financial reporting with internal audit and the independent registered certified public accounting firm~~
4	~~Overseeing investigations into accounting and financial complaints and Ryder's global compliance program~~
4	~~Reviewing audit results, financial disclosures and earnings guidance~~
4	~~Reviewing, discussing and overseeing the process by which the Company assesses and manages risk~~
4	~~Reviewing and overseeing 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~~

~~Audit Committee Processes and Procedures~~

~~Meetings.~~Our Chief Financial Officer, Controller, Vice President of Internal Audit, Chief Legal Officer, Chief Compliance Officer and representatives of our independent registered certified public accounting firm participate in Audit Committee meetings, as necessary and appropriate, to assist the Audit Committee in its discussion and analysis of the various agenda items. The Audit Committee also meets regularly in executive session with our Chief Financial Officer, Vice President of Internal Audit, Controller, Chief Compliance Officer, Chief Legal Officer and representatives of our independent registered certified public accounting firm.

Independence and Financial Expertise

The Board reviewed the background, experience and independence of each of the Audit Committee members based in part on the directors’ responses to a questionnaire relating to their relationships, background and experience. Based on this review, the Board determined that each member of the Audit Committee:

meets the independence requirements of the NYSE’s corporate governance listing standards and our director independence standards;

meets the enhanced independence standards for audit committee members required by the SEC;

is financially literate, knowledgeable and qualified to review financial statements; and

qualifies as an “audit committee financial expert” under SEC rules.



Table of Contents	Ryder System, Inc. \| ~~2018~~2020 Proxy Statement	1910



		Compensation Committee

COMPENSATION COMMITTEE

Members



E. Follin Smith (Chair)	~~John M. Berra~~	Robert J. Eck	Michael F. Hilton	David G. Nord*Luis P. Nieto	Dmitri L. Stockton*Stockton



Key Responsibilities
4	Overseeing, reviewing and approving our executive and director compensation plans, policies and programs
4	Considering industry trends, benchmark data and whether compensation actions support key business objectives and pay for performance philosophy
4	Approving compensation actions for direct reports to the CEO and recommending compensation actions for the CEO for consideration by the independent directors
4	Reviewing and discussing the results of the shareholder advisory vote on executive compensation (and the frequency of such vote) and other input from shareholders and considering whether to recommend any adjustments to policies and practices based on ~~the vote results~~this feedback
4	Reviewing and assessing compensation policies from a risk management perspective
4	Overseeing the preparation of the Compensation Discussion and Analysis and determining whether to recommend it for inclusion in this proxy statement
Independence
4	All members are independent

*Messrs. Nord and Stockton became members of the Compensation Committee when they were appointed to the Board on March 1, 2018.

Compensation Committee Processes and Procedures

Meetings. The Chief Human Resources Officer, Vice President - Compensation and Benefits, Vice President and Deputy General Counsel, and, when requested, the CEO, participate in Compensation Committee meetings, as necessary and appropriate, to assist the Compensation Committee in its discussion and analysis of the various agenda items. These individuals are generally excused from the meetings as appropriate, including for discussions regarding their own ~~compensation.~~compensation and for regular executive sessions of the independent Committee members.

Authority, Role of Management and Delegation. The Compensation Committee is responsible for reviewing and approving all components of our executive compensation program as well as the compensation program for our Board. New executive compensation plans and programs must be approved by the full Board based on recommendations made by the Compensation Committee. The Compensation Committee, with input from the CEO, is responsible for setting the compensation of all other NEOs. Our independent directors, acting as a group, are responsible for setting CEO compensation based on recommendations from the Compensation Committee. Pursuant to the terms of its charter, the Compensation Committee may delegate all or a portion of its responsibilities relating to retirement plans to the Company's Retirement Committee. For additional discussion of the Compensation Committee's processes and procedures for the consideration and determination of executive compensation, please see the discussion under “Compensation Setting Process” in our Compensation Discussion and Analysis on page 4041 of this proxy statement.

Use of Compensation Consultants.The Compensation Committee has authority to retain compensation consultants, outside legal counsel and other advisors to assist it in fulfilling its responsibilities. During ~~2017,~~2019, the Committee again retained Frederic W. Cook & Co., Inc. ("Frederic W. Cook") to serve as its independent compensation consultant. For further discussion of the role that Frederic W. Cook ~~& Co., Inc.~~ played in assisting the Committee in making executive compensation decisions during ~~2017,~~2019, please see the discussion under “Role of the Independent Compensation ~~Setting Process~~Consultant” in our Compensation Discussion and Analysis on page 4042 of this proxy statement.

Compensation Committee Interlocks and Insider Participation.~~During~~None of the directors who served on the Compensation Committee during fiscal year ~~ended December 31, 2017, John M. Berra, Robert J. Eck, Michael F. Hilton and E. Follin Smith served as Compensation Committee members. None of these directors~~2019 was ~~during 2017,~~ an officer or employee of Ryder, or was formerly an officer of Ryder. There were no transactions in ~~2017~~2019 between us and any directors who served as Compensation Committee members for any part of ~~2017~~2019 that would require disclosure by Ryder under SEC rules requiring disclosure of certain relationships and related party transactions. During 2019, none of Ryder’s executive officers served as a director of another entity, one of whose executive officers served on the Compensation Committee, and none of Ryder’s executive officers served as a member of the compensation committee of another entity, whose executive officers served as a member of our Board.

Independence

The Board reviewed the background, experience and independence of each of the Compensation Committee members based in part on the directors’ responses to a questionnaire relating to their relationships, background and experience. Based on this review, the Board determined that each member of the Compensation Committee meets the independence requirements of the NYSE’s corporate governance listing standards, including the additional independence requirements specific to compensation committee members, and our director independence standards.



Table of Contents	Ryder System, Inc. \| ~~2018~~2020 Proxy Statement	2011



		Corporate Governance and Nominating Committee

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

Members



Hansel E. Tookes, II (Chair)	Robert J. Eck	Michael F. Hilton	Tamara L. Lundgren	E. Follin Smith



Key Responsibilities
4	Identifying and recommending qualified individuals to serve as directors
4	Reviewing the qualifications of director candidates, including those recommended by our shareholders pursuant to our By-Laws
4	Recommending to the Board the nominees to be proposed by the Board for election as directors at our Annual Meeting of Shareholders
4	Recommending the size, structure, composition and functions of Board committees
4	Reviewing and recommending changes to the charters of each committee of the Board
4	Designing and overseeing the Board and committee evaluation processes as well as the annual CEO evaluation process
4	Reviewing and recommending changes to our Corporate Governance Guidelines and Principles of Business Conduct and overseeing and approving governance practices of the Company and Board
4	Reviewing and overseeing the process by which the Board identifies and prepares for a crisis
4	Overseeing the Company's charitable contributions, government relations, environmental ~~and~~activities, safety performance, and diversity efforts

Independence
4	All members are independent



	o	Preliminary Proxy Statement	o	Confidential, for Use of the Commission Only
þ	Definitive Proxy Statement		(as permitted by Rule 14a-6(e)(2))

	þ	~~Definitive Proxy Statement~~
	o	Definitive Additional Materials
	o	Soliciting Material under § 240.14a-12



Time:		10:00 a.m. Eastern Daylight Time
Date:		May ~~4, 2018~~1, 2020
Place:		Ryder System, Inc. Headquarters 11690 N.W. 105th Street Miami, Florida 33178
Purpose:		1. To elect ~~twelve~~eleven directors for a one-year term expiring at the ~~2019~~2021 Annual Meeting of Shareholders.
		2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the ~~2018~~2020 fiscal year.
		3. To approve, on an advisory basis, the compensation of our named executive officers.
		4. To approve ~~amendments to our~~the Amended and Restated ~~Articles of Incorporation and By-Laws to authorize shareholder action by written consent.~~Stock Purchase Plan for Employees.
		5. To vote, on an advisory basis, on a shareholder proposal on ~~simple majority voting.~~shareholder approval of Bylaw amendments.
		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 ~~9, 2018.~~6, 2020.
Proxy Voting:		Your vote is important. You may vote:
		• via Internet;
		• by telephone;
		• by mail, if you received a paper copy of these proxy materials; or
		• in person at the meeting.



	~~Page~~PAGE
PROXY SUMMARY	1
INFORMATION ABOUT OUR ANNUAL MEETING	5
~~ELECTION OF DIRECTORS (PROPOSAL 1)~~CORPORATE GOVERNANCE FRAMEWORK	6
~~CORPORATE GOVERNANCE~~	14
BOARD OF DIRECTORS	156
AUDIT COMMITTEE	1910
COMPENSATION COMMITTEE	2011
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE	2112
FINANCE COMMITTEE	2415
CORPORATE RESPONSIBILITY AND SUSTAINABILITY	2415
RISK MANAGEMENT	2516
RELATED PERSON TRANSACTIONS	2718
ELECTION OF DIRECTORS (PROPOSAL 1)	19
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM (PROPOSAL 2)	2826
AUDIT COMMITTEE REPORT	3028
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS	3129
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	32
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	3230
COMPENSATION DISCUSSION AND ANALYSIS SUMMARY	3331
COMPENSATION DISCUSSION AND ANALYSIS	4034
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION	5245
EXECUTIVE COMPENSATION	5246
DIRECTOR COMPENSATION	6257
ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3)	6459
MANAGEMENT PROPOSAL TO ~~AMEND~~APPROVE THE AMENDED AND RESTATED ~~ARTICLES OF INCORPORATION AND BY-LAWS TO AUTHORIZE SHAREHOLDER ACTION BY WRITTEN CONSENT~~STOCK PURCHASE PLAN FOR EMPLOYEES (PROPOSAL 4)	6560
SHAREHOLDER PROPOSAL ON ~~SIMPLE MAJORITY VOTING~~SHAREHOLDER APPROVAL OF BYLAW AMENDMENTS (PROPOSAL 5)	6964
OTHER MATTERS	7166
APPENDIX A - ~~PROPOSED AMENDMENT TO RYDER SYSTEM, INC.~~AMENDED AND RESTATED ~~ARTICLES OF INCORPORATION~~STOCK PURCHASE PLAN FOR EMPLOYEES	7570
APPENDIX B - ~~PROPOSED AMENDMENTS TO RYDER SYSTEM, INC. BY-LAWS~~RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	7977



Date:	May ~~4, 2018~~1, 2020
Time:	10:00 a.m. Eastern Daylight Time
Place:	Ryder System, Inc. Headquarters, 11690 N.W. 105th Street, Miami, Florida 33178
Record Date:	March ~~9, 2018~~6, 2020




Online	By Phone	By Mail	In Person
www.proxyvote.com	1.800.690.6903	Completing, signing and returning your proxy card	With proof of ownership
www.proxyvote.com	1.800.690.6903	Completing, signing and returning your proxy card	With proof of ownership	~~returning your proxy card~~	and a valid photo ID



o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


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		Ryder System, Inc. 11690 N.W. 105 Street Miami, Florida 33178



	Matter	Board Recommendation	Page
No. 1	Election of Directors	FOR each Director Nominee	619
No. 2	Ratification of PricewaterhouseCoopers LLP as Independent Auditor	FOR	2826
No. 3	Advisory Vote on Executive Compensation	FOR	59
No. 4	Management Proposal to Approve the Amended Restated Stock Purchase Plan for Employees	FOR	60
No. 5	Advisory Vote on Shareholder Proposal on Shareholder Approval of Bylaw Amendments	AGAINST	64
~~No. 4~~ ~~Management Proposal to Amend Restated Articles of Incorporation~~ ~~and By-Laws to Authorize Shareholder Action by Written Consent~~	~~FOR~~	65
~~No. 5~~ ~~Shareholder Proposal on Simple Majority Voting~~	~~AGAINST~~	69



4	Record total revenue increased 8% to $7.3 billion and record operating revenue* increased 4% to $6.0 billion compared to 2016. Total revenue and operating revenue grew across all three business segments reflecting new business and higher volumes.	4	Earnings per share from continuing operations increased 201% to $14.87. Earnings increased primarily due to the benefit of the Tax Cuts and Jobs Act (Tax Reform). Comparable earnings per share* decreased 16% to $4.53 primarily due to accelerated depreciation and lower used vehicle pricing in FMS and increased vehicle maintenance costs.
4	We had positive free cash flow* from continuing operations of $190 million.	4	Our stock price increased from $74.44 at year end 2016 to $84.17 at year end 2017.
4	EBT decreased primarily due to accelerated depreciation and lower used vehicle results in FMS and increased vehicle maintenance costs.	4	We grew ChoiceLease by 4,100 vehicles and delivered our sixth consecutive year of lease fleet growth. SelectCare grew by 5,400 vehicles.



4	Record total revenue increased 6% to $8.9 billion and record operating revenue^* increased 8% to $7.2 billion compared to 2018. Total revenue and operating revenue grew across all three business segments reflecting new business and higher volumes.	4	Earnings per share (EPS) from continuing operations decreased to ($0.45) and comparable EPS^* decreased to $1.01, driven by lower residual value estimates on the Company's entire power fleet of vehicles caused by a decline in the used vehicle sales market.
4	DTS operating revenue increased 12% from the prior year due to new business. DTS EBT increased 33% due to revenue growth, increased rates and improved operating performance.	4	ChoiceLease revenue increased 9% reflecting a larger average fleet size as well as higher prices on new vehicles. We expect the returns on leases booked in 2019 to be strong even assuming the updated low residual prices.
4	SCS total revenue and operating revenue increased 6% from the prior year due to new business and higher pricing. SCS EBT increased 11% due to revenue growth, increased rates and improved operating performance.	4	We grew ChoiceLease by a record 10,500 vehicles and delivered our eighth consecutive year of lease fleet growth.


*	Operating revenue and comparable EPS are non-GAAP financial measures. For a reconciliation of total revenue to operating revenue and GAAP EPS to comparable EPS, as well as the reasons why management believes these measures are useful to shareholders, refer to the "Non-GAAP Financial Measures" section on pages 53-60 of our Annual Report on Form 10-K for the year ended December 31, 2019.



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(5)	Total fee paid:


(1)	Amount Previously Paid:



			BOARD OF DIRECTORS
Name	Age	Director Since	Professional Background	Independent	Committee Memberships
Robert J. Eck	61	2011	Retired CEO of Anixter International, Inc.	ü	Compensation & Governance
Robert A. Hagemann	63	2014	Retired CFO of Quest Diagnostics Incorporated	ü	Audit (Chair) & Finance
Michael F. Hilton	65	2012	Retired President and CEO of Nordson Corporation	ü	Compensation & Governance
Tamara L. Lundgren	62	2012	President and CEO of Schnitzer Steel Industries, Inc.	ü	Audit & Governance
Luis P. Nieto, Jr.	64	2007	Retired President of the Consumer Foods Group for ConAgra Foods Inc.	ü	Compensation & Finance
David G. Nord	62	2018	Chairman and CEO of Hubbell Incorporated	ü	Audit & Finance
Robert E. Sanchez	54	2013	Chair & CEO of Ryder System, Inc.
Abbie J. Smith	66	2003	Professor of Accounting at the University of Chicago Booth School of Business	ü	Audit & Finance (Chair)
E. Follin Smith	60	2005	Retired EVP, CFO & Chief Administrative Officer of Constellation Energy Group, Inc.	ü	Compensation (Chair) & Governance
Dmitri L. Stockton	55	2018	Retired Chairman, President and CEO of GE Asset Management	ü	Compensation & Finance
Hansel E. Tookes, II	72	2002	Retired President of Raytheon International	Lead Independent Director	Audit & Governance (Chair)


4	~~In 2017,~~We engage in continuous outreach with shareholders throughout the year and regularly report feedback to our Board.


4	Proposing an amendment to our Restated Articles of Incorporation and By-Laws to provide shareholders with the right to act by written consent with certain procedural safeguards to protect long-term shareholder value.structure.


4	~~As part of~~Our Board and management review and evaluate shareholder input to identify issues and concerns that may require Board attention or changes to our ~~Board evaluation and succession planning process, the Board has appointed two new Board members since the 2017 Annual Meeting.~~


4	~~All directors are independent (except the CEO/Chair)~~policies, practices or disclosure.


4	~~Strong Lead Independent Director role,~~In addition to our annual outreach, our CEO, CFO and Investor Relations team meet frequently with ~~oversight of annual Board evaluation, CEO succession planning~~shareholders and ~~search process for new directors~~


4	~~Regular executive sessions in conjunction with each regularly scheduled Board meeting~~


4	~~Average Board tenure is 7.1 years; 42% of~~ the ~~directors~~investment community regarding our strategy and performance. Depending on the ~~Board have a tenure of less than six years and seven of twelve~~topics the investor wishes to discuss, independent directors ~~are women or minorities~~may also participate.


4	~~None of our directors serve on more than three other public company boards~~


4	~~Strong Board oversight of risk management and compliance process~~


4	~~Shareholders can call a special meeting with 10% of shares outstanding~~


4	~~Majority vote standard for director elections, with a plurality carve-out for contested elections~~


4	Removing the last-remaining supermajority voting provision in our Restated Articles of Incorporation and By-Laws (for action by written consent).


4	Appointing two new Board members in 2018 as part of our Board evaluation, succession planning and refreshment process.


4	Modifying our executive compensation program, including by (i) moving from long-term performance targets of less than three years to three-year performance periods and (ii) changing our stand-alone total shareholder return (“TSR”) performance metric to a TSR modifier that adjusts payouts, either upward or downward, to reflect our performance against our custom peer group.



4	All directors are independent (except the CEO/Chair)	4	Regular executive sessions in conjunction with each regularly scheduled Board meeting
4	None of our directors serve on more than three other public company boards	4	Strong Board oversight of risk management and compliance process
4	No related person transactions in 2019	4	Annual Board and committee evaluations
4	Strong focus on CEO succession planning	4	Minimum stock ownership requirements for directors and executive officers
4	Comprehensive Corporate Sustainability Report published in 2019	4	Robust code of ethics and enterprise risk management system
4	Strong Lead Independent Director role	4	Seven of eleven directors are women or minorities


◦	~~Setting~~Set fixed performance targets for each three-year long-term grant at the beginning of the three-year period.


◦	~~Replacing~~Replaced the annual ~~Return on Capital ("ROC")~~ROC metric in the long-term incentive plan ("LTIP") with a three-year ROC/Cost of Capital ("COC") spread metric designed to incentivize ~~ROC~~ROC/COC spread improvement over the ~~three-year~~full performance period, which will be measured at the end of such three-year period.



Table of ~~restricted stock weighted at 10% of the LTIP value will result in a reduction to the allocation of stock options, from 40% in 2017 to 30% of the LTIP value in 2018.~~Contents	Ryder System, Inc. \| 2020Proxy Statement	3


4	In ~~2017,~~2019, 86% of our CEO's target compensation was composed of ~~"at risk"~~“at risk” compensation. CEO compensation is a mix of base salary (14%), short-term incentives ~~(18%~~(20%) and long-term incentives ~~(68%~~(66%), which we believe provides compensation opportunities measured by a variety of time horizons to appropriately balance our near-term and long-term strategic goals.