o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only | ||||||||
þ | Definitive Proxy Statement | (as permitted by Rule 14a-6(e)(2)) | |||||||||
o | Definitive Additional Materials | ||||||||||
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Ryder System, Inc. 11690 N.W. Miami, Florida 33178 |
Date: | May 7, 2021 | |||||||
Time: | 10:00 a.m. Eastern Daylight Time | |||||||
Purpose: | 1. To elect eleven directors for a one-year term expiring at the | |||||||
2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the | ||||||||
3. To approve, on an advisory basis, the compensation of our named executive officers. | ||||||||
4. To approve the Amendment to the 2019 Amended and Restated | ||||||||
5. To vote, on an advisory basis, on a shareholder proposal | ||||||||
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 | |||||||
Proxy Voting: | Your vote is important. You may vote: | |||||||
• via | ||||||||
• by telephone; or | ||||||||
• by mail, if you received a paper copy of these proxy |
TABLE OF CONTENTS |
PAGE | |||||
CORPORATE GOVERNANCE FRAMEWORK | |||||
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM (PROPOSAL 2) | |||||
MANAGEMENT PROPOSAL TO APPROVE THE | |||||
SHAREHOLDER PROPOSAL | |||||
OTHER MATTERS | |||||
APPENDIX A - | |||||
Ryder System, Inc. | | i |
Proxy Summary |
PROXY SUMMARY |
ANNUAL MEETING |
Date: | May | |||||||||||||
Time: | 10:00 a.m. Eastern Daylight Time | |||||||||||||
Virtually at www.virtualshareholdermeeting.com/R2021 | ||||||||||||||
Record Date: | March |
Online | 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 | |||||||||
No. 4 | Management Amendment to the 2019 Equity and Incentive Compensation Plan | FOR | |||||||||
No. 5 | AGAINST |
Ryder System, Inc. | | 1 |
Proxy Summary |
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 | Total revenue decreased 6% to $8.4 billion from the prior year primarily reflecting lower fuel and operating revenue. Operating revenue* decreased 2% to $7.0 billion from the prior year due to lower revenue in all of our business segments, including the impact of the COVID-19 pandemic particularly in our rental and automotive supply chain businesses. | 4 | Fleet Management Solutions (FMS) total revenue decreased 7% from the prior year primarily due to lower fuel services and commercial rental revenues, partially offset by higher lease revenue. Operating revenue* decreased 3% from the prior year primarily from a decline in commercial rental, partially offset by higher lease pricing. FMS EBT decreased $72 million from the prior year due to higher depreciation impacts and lower commercial rental demand due to the COVID-19 pandemic partially offset by improved lease results. | |||||||
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 | Earnings per share (EPS) from continuing operations decreased to ($2.15) and comparable EPS* decreased to ($0.27) from the prior year reflecting impacts from prior residual value estimate changes and lower rental results, partially offset by improved lease, supply chain and used vehicle sales results. | 4 | Supply Chain Solutions (SCS) total revenue and operating revenue* decreased slightly from the prior year due to impacts from the COVID-19 pandemic, primarily in the automotive sector. SCS EBT increased 10% from the prior year due to higher pricing, improved operating performance and new business. | |||||||
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. | 4 | Cash provided by operating activities increased to $2.2 billion from the prior year due to lower working capital needs. Free cash flow increased to $1.6 billion reflecting decreased capital spending as well as improved working capital. | 4 | Dedicated Transportation Solutions (DTS) total revenue and operating revenue* decreased 13% and 4%, respectively, from the prior year primarily due to lower sales. DTS EBT decreased 9% from the prior year due to favorable insurance claims development in the prior year and additional depreciation expense from prior residual value estimate changes. |
BOARD AND GOVERNANCE HIGHLIGHTS |
BOARD OF DIRECTORS | BOARD OF DIRECTORS | |||||||||||||||||||||
Name | Age | Director Since | Professional Background | Independent | Committee Memberships | Name | Age | Director Since | Professional Background | Independent | Committee Memberships | |||||||||||
Robert J. Eck | 61 | 2011 | Retired CEO of Anixter International, Inc. | ü | Compensation & Governance | Robert J. Eck | 62 | 2011 | Retired CEO of Anixter International, Inc. | Lead Independent Director | Compensation & Governance (Chair) | |||||||||||
Robert A. Hagemann | 63 | 2014 | Retired CFO of Quest Diagnostics Incorporated | ü | Audit (Chair) & Finance | Robert A. Hagemann | 64 | 2014 | Retired CFO of Quest Diagnostics Incorporated | ü | Audit & Finance | |||||||||||
Michael F. Hilton | 65 | 2012 | Retired President and CEO of Nordson Corporation | ü | Compensation & Governance | Michael F. Hilton | 66 | 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 | Tamara L. Lundgren | 63 | 2012 | Chairman, 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 | Luis P. Nieto, Jr. | 65 | 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 | David G. Nord | 63 | 2018 | Executive Chairman of Hubbell Incorporated | ü | Audit (Chair) & Finance | |||||||||||
Robert E. Sanchez | 54 | 2013 | Chair & CEO of Ryder System, Inc. | Robert E. Sanchez | 55 | 2013 | Chair and 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) | Abbie J. Smith | 67 | 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 | E. Follin Smith | 61 | 2005 | Retired EVP, CFO and 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 | Dmitri L. Stockton | 56 | 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) | Hansel E. Tookes, II | 73 | 2002 | Retired President of Raytheon International | ü | Audit & Governance |
Ryder System, Inc. | | 2 |
Proxy Summary |
4 | All directors are independent (except the CEO/Chair) and are diverse by gender, race, ethnicity, age and experience | 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 2020 | 4 | Annual Board and committee evaluations | ||||||||
4 | Strong focus on CEO succession planning | 4 | Minimum stock ownership requirements for directors and executive officers | ||||||||
4 | Corporate Sustainability Report published in 2021 | 4 | Strong Lead Independent Director role |
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 |
EXECUTIVE COMPENSATION HIGHLIGHTS |
Ryder System, Inc. | | 3 |
Proxy Summary |
◦Introduced an adjusted comparable EBITDA margin percent (EBITDA margin) target with a weighting of 30% of the target LTIP to incentivize maintenance of profit margins as we grow. The EBITDA margin performance target is based on a three-year average established at the time of grant. In our 2020 Annual Cash Incentive Plan (AIP), which represents 20% of our CEO's target direct compensation, we: •Introduced a free cash flow metric. As a result of our |
Ryder System, Inc. | | 4 |
Proxy Summary |
Ryder System, Inc. | 2021Proxy Statement | 5 |
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 | FOR each director nominee | ||||||
No. 2 | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the | 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 | ||||||
No. 4 | To approve the | FOR | ||||||
No. 5 | To vote, on an advisory basis, on a shareholder proposal | AGAINST |
Ryder System, Inc. | |
Corporate Governance Framework |
CORPORATE GOVERNANCE FRAMEWORK |
Ryder System, Inc. | 2021Proxy Statement | 7 |
Board of Directors |
BOARD OF DIRECTORS |
Director Independence | |||||
10 of the 11 Directors are Independent |
Ryder System, Inc. | 2021Proxy Statement | 8 |
Board of Directors |
SHAREHOLDER ENGAGEMENT AND COMMUNICATIONS WITH THE BOARD |
BOARD MEETINGS |
Ryder System, Inc. | 2021Proxy Statement | 9 |
Board of Directors |
BOARD LEADERSHIP STRUCTURE |
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 | Serves as our Governance Committee Chair and oversees the Board’s annual evaluation process and the search process for new director candidates |
BOARD COMMITTEES |
Ryder System, Inc. | |
Audit Committee |
AUDIT COMMITTEE |
David G. Nord (Chair) | Robert A. Hagemann | Tamara L. Lundgren | Abbie J. Smith | Hansel E. Tookes, II |
Key Responsibilities | |||||||||||
4 | Approving the compensation and reviewing and evaluating the 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 | ||||||||||
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 | ||||||||||
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 |
Ryder System, Inc. | |
Compensation Committee |
COMPENSATION COMMITTEE |
E. Follin Smith (Chair) | Robert J. Eck | Michael F. Hilton | Luis P. Nieto, Jr. | Dmitri L. 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 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 |
Ryder System, Inc. | |
Corporate Governance and Nominating Committee |
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE |
Robert J. Eck (Chair) | Michael F. Hilton | Tamara L. Lundgren | E. Follin Smith | Hansel E. Tookes, II |
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 | |||||||
Independence | ||||||||
4 | All members are independent |
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 | |||||||||||||
4 | are highly accomplished, with superior credentials, recognition and/or strong senior leadership experience in their respective fields | |||||||||||||
4 | are diverse in 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 | |||||||||||||
4 | have sufficient time to devote to fulfilling their obligations as directors |
Ryder System, Inc. | 2021Proxy Statement | 13 |
Corporate Governance and Nominating Committee |
Ryder System, Inc. | |
Corporate Governance and Nominating Committee |
Ryder System, Inc. | |
Finance Committee Risk Management |
FINANCE COMMITTEE |
Abbie J. Smith (Chair) | Robert A. Hagemann | Luis P. Nieto, Jr. | David G. Nord | Dmitri L. Stockton |
Key Responsibilities | ||||||||
4 | Reviewing key financial metrics, liquidity position, arrangements and requirements | |||||||
4 | Reviewing, approving and recommending certain capital expenditures, including acquisitions and divestitures, issuances or repurchases of debt and equity securities, dividend policy, and pension contributions | |||||||
4 | Reviewing our relationships with rating agencies, banks and analysts | |||||||
4 | Reviewing and assessing 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 providing guidance to the Board with respect thereto | |||||||
4 | Reviewing our corporate insurance program and activities | |||||||
4 | Reviewing post-audits of major capital expenditures and business acquisitions | |||||||
4 | Reviewing and recommending to the Board the slate of persons to be appointed to the | |||||||
Independence | ||||||||
4 | All members are independent |
RISK MANAGEMENT |
Ryder System, Inc. | 2021Proxy Statement | 16 |
Risk Management |
Board/Committee Areas of Risk Oversight | ||||||||
Full Board | 4 | |||||||
4 | Strategic, financial, competitive and execution risk associated with the annual business operating plan and strategic plan; | |||||||
4 | Allocation of capital investments; | |||||||
4 | Major litigation and regulatory matters; | |||||||
4 | Acquisitions and divestitures; | |||||||
4 | CEO and executive management succession planning; | |||||||
4 | Business conditions and competitive | |||||||
4 | Pandemics and natural disasters. | |||||||
Audit Committee | 4 | Financial matters (including financial reporting, accounting, public disclosure and internal controls); | ||||||
4 | Cyber security and information technology; | |||||||
4 | Major litigation and regulatory matters; | |||||||
4 | Oversight over the internal audit function and the ethics and compliance program; and | |||||||
4 | Review and oversight of the process by which the Company assesses and manages risk. | |||||||
Compensation Committee | 4 | CEO and executive compensation, equity and incentive-based compensation programs | ||||||
4 | Compensation risk assessment (see “Compensation Risks” on page | |||||||
Governance Committee | 4 | Board effectiveness and organization, corporate governance, CEO evaluation process and director succession planning; and | ||||||
4 | ||||||||
Finance Committee | 4 | Capital structure, expenditures, financing transactions and asset management; | ||||||
4 | Liquidity, cost of capital and access to capital, currency and interest rate exposures and insurance strategies; and | |||||||
4 | Selection of Investment Committee members for U.S. and Canadian pension and savings plans. |
Ryder System, Inc. | |
17 |
Related Person Transactions |
RELATED PERSON TRANSACTIONS |
No Related Person Transactions in |
Ryder System, Inc. | | 18 |
Election of Directors (Proposal 1) |
PROPOSAL NO. 1 | ||
ELECTION OF DIRECTORS |
KEY FACTS ABOUT OUR BOARD |
Ryder System, Inc. | | 19 |
Election of Directors (Proposal 1) |
DIRECTOR NOMINEES |
Robert J. Eck | |||||
DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Eck served as Chief Executive Officer 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 Inc. | |||||
Director Since: 2011 Age: 62 | OTHER PUBLIC BOARD MEMBERSHIPS: •A past director of Anixter (until June 2020) | ||||
Committees: • •Corporate Governance & Nominating (Chair) Lead Independent Director | 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 prior 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. | ||||
Ryder System, Inc. | | 20 |
Election of Directors (Proposal 1) |
Robert A. Hagemann | |||||
DESCRIPTION OF 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., 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: • •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. Consistent with our policies and practices related to director service, in making a determination as to Mr. | |||||
Director since:2014 | |||||
Committees: | |||||
Michael F. Hilton | |||||
DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Hilton served as the President and Chief Executive Officer 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. from 2007 until 2010 with specific responsibility for leading the OTHER PUBLIC BOARD MEMBERSHIPS: • •Regal Beloit Corporation •A past director of Nordson QUALIFICATIONS: The Board nominated Mr. Hilton as a director because of his leadership experience and expertise in global operations, strategy development, Consistent with our policies and practices related to director service, in making a determination as to Mr. | |||||
Director since:2012 | |||||
Committees: | |||||
Ryder System, Inc. | | 21 |
Election of Directors (Proposal 1) |
Tamara L. Lundgren | |||||
CURRENT PRINCIPAL OCCUPATION: Ms. Lundgren serves as Chairman, President and Chief Executive Officer of Schnitzer Steel Industries, Inc. DESCRIPTION OF BUSINESS EXPERIENCE: Ms. Lundgren joined OTHER PUBLIC BOARD MEMBERSHIPS: •SSI • OTHER RELEVANT EXPERIENCE: • • 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. Consistent with our policies and practices related to director service, in making a determination as to Ms. | |||||
Director since:2012 | |||||
Committees: | |||||
Luis P. Nieto, Jr. | |||||
DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Nieto served as President of the Consumer Foods Group for ConAgra Foods Inc. (ConAgra) 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 BOARD MEMBERSHIPS: • 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. Consistent with our policies and practices related to director service, in making a determination as to Mr. | |||||
Director since:2007 | |||||
Committees: | |||||
Ryder System, Inc. | | 22 |
Election of Directors (Proposal 1) |
David G. Nord | |||||
DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Nord 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 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 past 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. | |||||
Director since:2018 | |||||
Committees: | |||||
Robert E. Sanchez | |||||
CURRENT PRINCIPAL OCCUPATION: Mr. Sanchez currently serves as Chair and Chief Executive Officer of Ryder System, Inc. (Ryder). DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Sanchez was appointed Chair of OTHER PUBLIC BOARD MEMBERSHIPS: • OTHER RELEVANT EXPERIENCE: • 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. 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 | |||||
Director since:2013 | |||||
Board Chair | |||||
Ryder System, Inc. | | 23 |
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 and James S. Ely, III Faculty Fellow 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: •HNI Corporation OTHER RELEVANT EXPERIENCE: •Trustee of Dimensional ETF Trust, DFA Investment Trust Co and Dimensional Emerging Markets Value Fund •Dimensional Investment Group Inc. •DFA Investment Dimensions Group Inc. • 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. Consistent with our policies and practices related to director service, in making a determination as to Ms. | |||||
Director since:2003 | |||||
Committees: | |||||
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. (Constellation Energy Group), then the 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 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. | |||||
Director since: 2005 | |||||
Committees: | |||||
Ryder System, Inc. | | 24 |
Election of Directors (Proposal 1) |
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: • •Stanley Black & Decker •Target Corporation OTHER RELEVANT EXPERIENCE: 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. | |||||
Director since:2018 | |||||
Committees: | |||||
•Finance |
Hansel E. Tookes, II | |||||
DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Tookes served as President of Raytheon International (Raytheon) until he retired 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 OTHER PUBLIC BOARD MEMBERSHIPS: • •Past director of NextEra Energy, Inc. (formerly FPL Group, Inc.) (until May 2020) •Past director of Harris Corporation (until June 2019) 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. Consistent with our policies and practices related to director service, in making a determination as to Mr. | |||||
Director since:2002 | |||||
Committees: | |||||
Ryder System, Inc. | | 25 |
Ratification of Independent Public Accounting Firm (Proposal 2) |
PROPOSAL NO. 2 | ||
RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM |
2019 | 2018 | |
Audit Fees | $6.4 | $5.2 |
Audit-Related Fees | 0.3 | 1.5 |
Tax Fees(1) | 0.3 | 0.3 |
All Other Fees | 0.0 | 0.0 |
Total Fees | $7.0 | $7.0 |
2020 | 2019 | |||||||
Audit Fees | $5.4 | $6.4 | ||||||
Audit-Related Fees | 0.3 | 0.3 | ||||||
Tax Fees(1) | 0.1 | 0.3 | ||||||
All Other Fees | — | — | ||||||
Total Fees | $5.8 | $7.0 |
Ryder System, Inc. | | 26 |
Ratification of Independent Public Accounting Firm (Proposal 2) |
Ryder System, Inc. | | 27 |
Audit Committee Report |
AUDIT COMMITTEE REPORT |
David G. Nord (Chair) | Tamara L. Lundgren | Robert A. Hagemann | Abbie J. Smith | Hansel E. Tookes, II |
Ryder System, Inc. | | 28 |
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) | 718,409 | 1.3% | 569,515 | |||
Dennis C. Cooke(6) | 100,634 | * | 100,634 | |||
John J. Diez | 97,493 | * | 81,240 | |||
Robert J. Eck(4) | 19,715 | * | 17,815 | |||
Robert D. Fatovic(4)(5) | 154,273 | * | 112,331 | |||
Art A. Garcia(7) | 134,752 | * | 119,317 | |||
Robert A. Hagemann | 13,670 | * | 10,566 | |||
Michael F. Hilton | 15,477 | * | 15,477 | |||
Tamara L. Lundgren | 14,514 | * | 10,046 | |||
Luis P. Nieto, Jr. | 24,708 | * | 24,708 | |||
David G. Nord | 9,255 | * | 7,255 | |||
Scott T. Parker | 12,500 | * | - | |||
J. Steven Sensing | 79,139 | * | 70,852 | |||
Abbie J. Smith(5) | 51,933 | * | 35,731 | |||
E. Follin Smith | 32,668 | * | 28,114 | |||
Dmitri L. Stockton | 6,335 | * | 6,335 | |||
Hansel E. Tookes, II | 41,591 | * | 36,472 | |||
Directors and Executive Officers as a Group (21 persons)(4)(5) | 1,484,494 | 2.6% | 1,184,758 |
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) | 795,084 | 1.4% | 619,736 | |||||||||||||||||
John J. Diez | 115,686 | * | 92,614 | |||||||||||||||||
Robert J. Eck(4) | 32,559 | * | 23,159 | |||||||||||||||||
Robert D. Fatovic(4)(5) | 172,098 | * | 122,507 | |||||||||||||||||
Robert A. Hagemann | 18,591 | * | 16,191 | |||||||||||||||||
Michael F. Hilton | 20,687 | * | 20,687 | |||||||||||||||||
Tamara L. Lundgren | 15,375 | * | 10,636 | |||||||||||||||||
Luis P. Nieto, Jr. | 26,146 | * | 26,146 | |||||||||||||||||
David G. Nord | 16,231 | * | 14,231 | |||||||||||||||||
Scott T. Parker | 80,489 | * | 46,412 | |||||||||||||||||
J. Steven Sensing | 97,796 | * | 82,226 | |||||||||||||||||
Abbie J. Smith(5) | 58,721 | * | 41,280 | |||||||||||||||||
E. Follin Smith | 37,894 | * | 30,297 | |||||||||||||||||
Dmitri L. Stockton | 11,008 | * | 11,008 | |||||||||||||||||
Hansel E. Tookes, II | 48,018 | * | 44,018 | |||||||||||||||||
Directors and Executive Officers as a Group (21 persons)(4)(5) | 1,802,401 | 3.3% | 1,402,825 |
* | Represents less than 1% of our outstanding common stock, based on the 53,949,297 shares outstanding of the |
(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 common stock held in the accounts of our executive officers as |
(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, 15,193 shares; Mr. Eck, |
(5) | Includes shares held in the accounts of executive officers pursuant to our 401(k) plan and deferred compensation plan and shares held in the accounts of directors pursuant to our deferred compensation plan as follows: Ms. A. Smith, |
Ryder System, Inc. | | 29 |
Security Ownership of Certain Beneficial Owners |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |
Name and Address | Number of Shares Beneficially Owned | Percent of Class(4) |
BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 | 5,454,612 | 10.11% |
The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355 | 5,085,019 | 9.43% |
Pzena Investment Management, LLC (3) 320 Park Avenue, 8th Floor New York, NY 10022 | 3,265,330 | 6.05% |
Name and Address | Number of Shares Beneficially Owned | Percent of Class(5) | ||||||
BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 | 5,471,600 | 10.20% | ||||||
The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355 | 4,908,620 | 9.11% | ||||||
FMR LLC(3) 245 Summer Street Boston, MA 02210 | 3,080,859 | 5.72% | ||||||
Pzena Investment Management, LLC (4) 320 Park Avenue, 8th Floor New York, NY 10022 | 2,965,597 | 5.50% |
(1) | Based on the most recent SEC filing by BlackRock, Inc. on Schedule 13G/A dated | ||||
(2) | Based on the most recent SEC filing by The Vanguard Group, Inc. on Schedule | ||||
(3) | Based on the most recent SEC filing by FMR LLC on Schedule 13G dated February 8, 2021. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power 129,610; shared voting power 0; sole dispositive power 3,080,859; and shared dispositive power 0. | ||||
(4) | Based on the most recent SEC filing by Pzena Investment Management, LLC on Schedule 13G dated | ||||
The ownership percentages set forth in this column are based on the |
Ryder System, Inc. | | 30 |
Compensation Discussion and Analysis |
COMPENSATION DISCUSSION AND ANALYSIS |
Robert E. Sanchez | Chair and Chief Executive Officer (CEO) | ||||
Scott T. Parker | Executive Vice President and Chief Financial Officer | ||||
J. Steven Sensing | President - Global Supply Chain Solutions and Dedicated Transportation Solutions | ||||
John J. Diez | President - Global Fleet Management Solutions | ||||
Robert D. Fatovic | Executive Vice President, | ||||
Metric | 2019 Results | 2019 O/(U) 2018 | Metric | 2019 Results | 2019 O/(U) 2018 | |||||||||
Total Revenue | $8.9B | 6% | FMS Operating Revenue* | $4.8B | 8% | |||||||||
Operating Revenue* | $7.2B | 8% | SCS Operating Revenue * | $1.9B | 6% | |||||||||
EPS | $(0.45) | ** | NM | ** | DTS Operating Revenue* | $1.0B | 12% | |||||||
Comparable EPS* | $1.01 | ** | (83 | )% | ** | Adjusted Return on Capital* | 1.9 | % | ** | (330 | )bps | ** | ||
NM - Not Meaningful |
Page | ||||||||
Compensation Philosophy and Objectives | ||||||||
32 |
2020 Executive Compensation Program Structure | ||||||||
Year | Salary ($) | Stock Awards (1) ($) | Option Exercises (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) ($) | All Other Compensation (4) ($) | Total Realized Pay ($) | |||||||
2019 | 870,468 | 1,177,562 | — | 501,247 | 196,915 | 278,788 | 3,024,980 | |||||||
2018 | 820,080 | 673,595 | 679,405 | 1,595,259 | — | 190,013 | 3,958,352 | |||||||
2017 | 804,000 | 1,249,158 | 605,274 | 1,309,625 | 101,879 | 218,186 | 4,288,122 |
32 | |||||
34 | ||||||||
Base Salary | ||||||||
35 | ||||||||
2020 AIP Awards, Targets and Results | ||||||||
35 | ||||||||
2018 - 2020 LTIP Payouts | 37 | |||||||
2020 LTIP Grants | 39 | |||||||
2020 Realized Pay and Alignment on Pay for Performance | 42 | |||||||
Additional 2020 Compensation Actions | 43 | |||||||
Executive Compensation Governance Practices | 43 | |||||||
Other Compensation Information | 44 |
Our compensation program has | |||||||||||||||||||||||
4 | Attracting and Retaining Talent Offer an executive compensation program that | ||||||||||||||||||||||
4 | Encouraging Shareholder Alignment Align the interests of our executives with our shareholders by tying a significant portion of executive compensation to Company performance through the use of complementary pay elements, including significant equity-based compensation. | ||||||||||||||||||||||
•Balance the short- and long-term interests of our shareholders so that our executives are appropriately encouraged and rewarded for actions that are in the best interests of our Company as a whole and to drive collaboration. | |||||||||||||||||||||||
•Provide incentives to executives that will promote long-term, sustainable, profitable growth with good returns on capital and thereby encourage appropriate risk-taking. | |||||||||||||||||||||||
4 | Paying for Individual Performance Reward each named executive |
Ryder System, Inc. | 2021Proxy Statement | 31 |
Compensation Discussion and Analysis |
Ryder System, Inc. | |
Compensation Discussion and Analysis |
Settled in | Target Established | Payout Linked to Strategy/Growth | Additional Information | ||||||||||||||
Base Salary | Cash | ||||||||||||||||
Annual Cash Incentive | Cash | •Comparable | •Payouts range from 0-300% of target for free cash flow to incent significant improvement and 0-200% of target for comparable EBITDA and operating revenue to incentivize profitable growth |
Ryder System, Inc. | 33 |
Compensation Discussion and |
Settled in | Target Established | Payout Linked to Strategy/Growth | Additional Information | ||||||||||||||
Stock | •2020-2022 strategic revenue growth measures progress against long-term | ||||||||||||||||
Stock | |||||||||||||||||
Ryder System, Inc. | 2021Proxy Statement | 34 |
Compensation Discussion and Analysis |
Metric | What the Metric is Intended to Motivate | % of CEO 2020 Total Target Direct Compensation | |||||||||
AIP | 2020 Free Cash Flow | –enhanced focus on key 2020 strategic objective | 10% | ||||||||
2020 Comparable EBITDA | –2020 operating performance | 7% | |||||||||
2020 Operating Revenue | –2020 growth at moderating pace | 3% | |||||||||
LTIP | Restricted Stock | –overall alignment with shareholders | 26% | ||||||||
2020 - 2022 Adjusted ROE | –important shareholder goal | 10% | |||||||||
2020 - 2022 Strategic Revenue Growth | –returns and growth tied to long-term shareholder value creation | 10% | |||||||||
2020 - 2022 EBITDA Margin | –maintenance of profit margins as we grow | 20% | |||||||||
Incentive Compensation | 86% | ||||||||||
Base Salary | 14% | ||||||||||
CEO Total Target Direct Compensation | 100% |
Ryder System, Inc. | | 35 |
Compensation Discussion and Analysis |
AIP Metric Definitions | |||||
(a non-GAAP financial measure) | is defined as total revenue | ||||
comparable EBITDA (a non-GAAP financial measure) | is defined as earnings from continuing operations, net of tax, first adjusted to exclude the following items, all from continuing operations: (x) non-operating pension costs and (y) 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 (1) interest expense, (2) income taxes, (3) depreciation, (4) losses from used vehicle fair value adjustments and (5) amortization. Comparable EBITDA incentivizes management to optimize operations whether the economic cycle is negative or positive. It is also more reflective of the Company’s operating profitability. While the market prices for used vehicles continues 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 determined that the best place for this metric was in the annual incentive plan. | ||||
free cash flow (a non-GAAP financial measure) | is defined as the sum of (1) net cash provided by operating activities, (2) net cash provided by the sale of revenue earning equipment, (3) net cash provided by the sale of operating property and equipment, and (4) other cash inflows from investing activities, less (5) 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. |
Ryder System, Inc. | 2021Proxy Statement | 36 |
Compensation Discussion and Analysis |
Performance Metric (in millions) | 2019 Results | 2020 Threshold (50% Payout) | 2020 Target (100% Payout) | 2020 Maximum(2) | Weight | 2020 Results | 2020 Payout (% of target) | ||||||||||||||||||||||||||||||||||
Free Cash Flow (1) | $ | (1,077) | $ | (350) | $ | — | $ | 350 | 50% | $ | 1,587 | 300% | |||||||||||||||||||||||||||||
Comparable EBITDA (1) | $ | 2,243 | $ | 1,925 | (3) | $ | 2,265 | (3) | $ | 2,378 | (3) | 35% | $ | 2,258 | (3) | 127% | (3) | ||||||||||||||||||||||||
Operating Revenue (1) | $ | 7,189 | $ | 6,505 | $ | 7,228 | $ | 7,589 | 15% | $ | 7,024 | 86% | |||||||||||||||||||||||||||||
Earned Payout (weighted) | 207 | % |
Performance Metric | 2018 Results | 2019 Threshold (25% Payout) | 2019 Target (100% Payout) | 2019 Maximum (200% Payout) | Weight | 2019 Results | 2019 Payout (% of target) | |||
Comparable EPS (1) | $5.95 | $3.80 | $6.34 | $7.04 | 60% | $5.20 | (2) | 66.0% | ||
Operating Revenue (1) (in millions) | $6,698 | $6,191 | $7,283 | $7,647 | 40% | $7,224 | 96.0% | |||
Earned Payout (weighted) | 78.0% |
Name | Target 2020 Award ($)* | Actual 2020 Payout ($) | % of Target | ||||||||
Robert E. Sanchez | 1,290,703 | 2,676,674 | 207% | ||||||||
Scott T. Parker | 581,311 | 1,205,530 | 207% | ||||||||
J. Steven Sensing | 587,596 | 1,218,562 | 207% | ||||||||
John J. Diez | 605,533 | 1,255,760 | 207% | ||||||||
Robert D. Fatovic | 397,617 | 824,582 | 207% |
Ryder System, Inc. | 2021Proxy Statement | 37 |
Name | Target 2019 Award ($) | Actual 2019 Payout ($) | % of Target |
Robert E. Sanchez | 1,305,602 | 501,247 | 38% |
Scott T. Parker | 575,000 | 449,627 | 78% |
Art A. Garcia | 131,507 | 102,833* | 78% |
John J. Diez | 536,888 | 419,825 | 78% |
J. Steven Sensing | 528,532 | 413,291 | 78% |
Robert D. Fatovic | 397,214 | 310,606 | 78% |
Dennis C. Cooke | 526,439 | 411,654* | 78% |
Compensation Discussion and Analysis |
LTIP Performance Metric Calculation Methodology | |||||
adjusted ROC spread (a non-GAAP financial measure) | is calculated by taking the difference between adjusted ROC and the weighted average cost of capital. The Company’s adjusted ROC is defined as the Company’s net (after-tax) earnings from continuing operations, excluding restructuring and other items (which are the same items adjusted from comparable earnings as disclosed in our SEC filings) and interest expense, divided by the sum of the Company’s average annual total capital, in the final year of the three-year performance period, comprised of: (i) debt and (ii) shareholders’ equity. In early 2018, the Committee established a target adjusted ROC spread which required significant improvement by 2020. The Committee also established an adjusted ROC spread threshold which must be attained before any payout is made and an adjusted ROC spread above which no increases in payout would result (maximum spread). The Committee took into account the Company’s business plan when setting the three-year target. The three-year target is intended to be consistent with the Company’s publicly disclosed three-year target. If the Company’s adjusted ROC spread falls above threshold and between the measuring points, the adjusted ROC spread accrual percentage will be determined proportionally between the measuring points. The Committee believes that using adjusted ROC spread as one of our LTIP performance metrics ensures that management maintains appropriate focus on capital efficiency and improving returns on shareholders’ investment across all of the Company’s business segments. | ||||
2018-2020 strategic revenue growth | includes contractual revenue from all business lines, transactional maintenance and all new product revenue. The Company’s 2018-2020 strategic revenue growth measures the compounded annual growth rate (“CAGR") of certain revenue that is foundational to the Company’s long-term profitable growth strategy. The Company’s 2018-2020 strategic revenue CAGR is determined by the Committee at the end of the performance period against a maximum 2018-2020 strategic revenue CAGR, target 2018-2020 strategic revenue CAGR and a threshold 2018-2020 strategic CAGR. If the Company’s 2018-2020 CAGR falls above threshold and between the measuring points, the 2018-2020 CAGR accrual percentage for the performance period will be determined proportionally between the measuring points. The Company believes that the 2018-2020 CAGR target is a rigorous measure of sustained strategic revenue growth. | ||||
TSR | is defined as the total shareholder return, which metric is determined based on the Company’s TSR relative to the TSR of the companies in our custom peer group. TSR is calculated for Ryder and each peer company based on the percentage change in Ryder’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 of the last ten trading days prior to the end of the relevant performance period, assuming reinvestment of dividends. The custom peer group for 2018 consists of 26 companies plus Ryder: the 13 companies in Ryder’s 2018 Industry Peer Group plus 13 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 up or down 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. |
For the 2018-2020 grants, 50% of the PBRSRs could be earned based on each of adjusted ROC spread and 2018-2020 strategic revenue growth, as described below: | ||||||||
4 | a threshold level, below which no award will be earned; | |||||||
4 | a target level, at which 100% of the award will be earned; and | |||||||
4 | a maximum level, at which 200% of the award will be earned. | |||||||
Awards are earned proportionately between threshold and target performance levels and between target and maximum performance levels. For adjusted ROC spread, in 2018, the Committee established a target adjusted ROC spread for 2020 that required significant improvement by the end of the three-year performance period. With respect to 2018-2020 strategic revenue growth, the target is based on a target compounded growth rate over the three-year performance period. | ||||||||
The amount of PBRSRs earned is modified, positively or negatively, up to a maximum of 15% based on TSR performance for the performance period, as described further in this proxy. |
Ryder System, Inc. | 2021Proxy Statement | 38 |
Compensation Discussion and Analysis |
CEO PBRSR Award | ||||||||||||||||||||||||||
Adjusted ROC Spread (50% PBRSRs) | Payout Range | Adjusted ROC Spread Target (bps) Performance Range | 2020 Adjusted ROC Spread Results(1) | Accrual Percentage | % of Award Delivered | Weight in Plan | Total Plan Value at 12/31 | |||||||||||||||||||
2020 Calendar Year | Threshold | 0% | 0 | -290 bps | 0% | |||||||||||||||||||||
Target | 100% | 75 | ||||||||||||||||||||||||
Maximum | 200% | 150 | ||||||||||||||||||||||||
Strategic Revenue Growth (50% PBRSRs) | Payout Range | Strategic Revenue Growth three- year CAGR | CAGR Results(1) | Accrual Percentage | ||||||||||||||||||||||
Jan 2018 - Dec 2020 | Threshold | 25% | 2% | 6% | 135% | |||||||||||||||||||||
Target | 100% | 5% | ||||||||||||||||||||||||
Maximum | 200% | 8% | ||||||||||||||||||||||||
TSR Modifier (+/- 15%) | Modifier Range | Ryder Relative TSR Percentile Rank to Peer Companies | Quartile | Modifier Adjustment | ||||||||||||||||||||||
Jan 2018 - Dec 2020 | 15% | At and above 75th percentile | 4th Quartile | -15% | ||||||||||||||||||||||
5% | At and between 50th and 75th percentile | |||||||||||||||||||||||||
-5% | Between 50th and 25th percentile | |||||||||||||||||||||||||
-15% | Below 25th percentile | |||||||||||||||||||||||||
Blended PBRSR Payout | ||||||||||||||||||||||||||
– % of PBRSRs delivered | 57% | |||||||||||||||||||||||||
– % of PBRSR grant value in dollars reflecting 17% stock price decrease from $74.72 on grant date to $61.76 at December 31, 2020 | 47% | 0.6 | 28% | |||||||||||||||||||||||
TVRSR | ||||||||||||||||||||||||||
– Granted at $74.72; value of $61.76 at December 31, 2020 | 83% | 0.1 | 8% | |||||||||||||||||||||||
Options | 0% | 0.3 | 0% | |||||||||||||||||||||||
LTIP Value at End of Performance Period(2) | 37% | |||||||||||||||||||||||||
(1) Adjusted to pre-lease accounting standard. | ||
(2) The stock price on the February 21, 2018 grant date was $74.72. The target value of the PBRSR was $2,460,000, the option value was $1,230,000, and the TVRSR value was $410,000. The stock price at the end of the three-year performance period on December 31, 2020 was $61.76. Using this value, the PBRSRs earned were valued at approximately $1,166,617 or 28% of the total 2018 target LTIP value. The options were underwater at year-end and TVRSRs were valued at $338,887 or 8% of total target value. Overall LTIP value was 37% of the target 2018-2020 LTIP Award. During this period there were no discretionary adjustments or other one-time, special, retention grants by the Committee to the CEO. |
Ryder System, Inc. | 2021Proxy Statement | 39 |
Compensation Discussion and Analysis |
NEO | 2019 LTIP Target Value ($) | PBRSRs (1) ($) | Stock Options (2)(3) ($) | TVRSRs (4) ($) | NEO | 2020 LTIP Target Value ($) | PBRSRs (1) ($) | TVRSRs (2) ($) | |||||||
Robert E. Sanchez | 4,300,000 | 2,579,988 | 860,002 | 859,996 | Robert E. Sanchez | 4,400,000 | 2,639,977 | 1,759,972 | |||||||
Scott T. Parker | — | Scott T. Parker | 2,100,000 | 1,259,968 | 839,979 | ||||||||||
Art A. Garcia | — | ||||||||||||||
John D. Diez | 950,000 | 569,991 | 189,999 | 189,978 | |||||||||||
J. Steven Sensing | 950,000 | 569,991 | 189,999 | 189,978 | J. Steven Sensing | 1,200,000 | 719,976 | 479,971 | |||||||
John J. Diez | John J. Diez | 1,350,000 | 809,988 | 539,992 | |||||||||||
Robert D. Fatovic | 850,000 | 509,986 | 169,995 | Robert D. Fatovic | 850,000 | 509,962 | 339,975 | ||||||||
Dennis C. Cooke(5) | 1,350,000 | 810,011 | 270,002 | 270,023 |
(1) | The number of PBRSRs granted in | ||||
(2) | The number of | ||||
Ryder System, Inc. | |
Compensation Discussion and Analysis |
PBRSR Performance Metric Calculation Methodology | |||||
adjusted comparable EBITDA margin percent (EBITDA margin) (a non-GAAP financial measure) | is calculated by dividing comparable EBITDA (defined on page 36) by the operating revenue (defined on page 36). The Company’s EBITDA margin will be weighted based on each segment’s operating revenue contribution to the Company’s overall operating revenue at the start of the performance period. This calculation accounts for changes in business segment mix over the performance period, due to the fact that EBITDA margin is appropriately different by business segment. Hence, this business unit mix adjustment incents each business unit to maintain or improve its margin as it grows. The EBITDA margin is calculated at the end of each calendar year and averaged at the end of the three-year performance period. If the Company’s EBITDA margin is above the threshold and between the measuring points, the EBITDA margin accrual percentage will be determined proportionally between the measuring points. The Company’s three-year EBITDA margin is determined by the Committee at the end of the performance period against a maximum, a target, and a threshold three-year EBITDA margin. The Committee believes that using EBITDA margin as one of our LTIP performance metrics ensures that management maintains appropriate focus on maintaining profitability as we grow. | ||||
2020-2022 strategic revenue growth | measures the CAGR of certain revenue that is foundational to the Company’s long-term profitable growth strategy. The calculation of 2020-2022 strategic revenue growth includes contractual revenue from all business lines, transactional maintenance and all new product revenue but excludes FMS revenue from FMS Canada and Europe as our strategy does not include growth in those markets. The Company’s 2020-2022 strategic revenue CAGR is determined by the Committee at the end of the performance period against a maximum, target, and a threshold three-year strategic revenue CAGR. The Committee takes into account the Company’s business plan when setting the three-year target. If the Company’s 2022-2022 CAGR is above threshold and between the measuring points, the 2020-2022 CAGR accrual percentage for the performance period will be determined proportionally between the measuring points. The Company believes that the 2020-2022 CAGR target is a rigorous measure of sustained strategic revenue growth. | ||||
adjusted ROE (a non-GAAP financial measure) | means the 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. The adjusted ROE will be calculated at the end of each calendar year and averaged during the performance period. The Company’s three-year adjusted ROE is determined by the Committee at the end of the performance period against a maximum, a target, and a threshold three-year adjusted ROE. The Committee takes into account the Company’s business plan when setting the three-year target. If the Company’s three-year adjusted ROE falls above threshold and between the measuring points, the three-year adjusted ROE accrual percentage for the performance period will be determined proportionally between the measuring points. While adjusted 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. | ||||
TSR | has the meaning ascribed to it above on page 38. |
Ryder TSR Relative Percentile Rank to Peer Companies | TSR Modifier | ||||
At and above 75th percentile | +15% | ||||
At and between 50th and 75th percentile | +5% | ||||
Between 50th and 25th percentile | -5% | ||||
Below 25th percentile | -15% |
2019 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. | GATX Corporation | 5. | Navistar International Corp. |
6. | Hertz Global Holdings, Inc. | 6. | PACCAR International |
7. | Hub Group, Inc. | 7. | Rush Enterprises, Inc. |
8. | J.B. Hunt Transport Services Inc. | 8. | Saia, Inc. |
9. | Knight-Swift Transportation Holdings Inc. | 9. | Trinity Industries, Inc. |
10. | Landstar System, Inc. | 10. | Triton International |
11. | Old Dominion Freight Line, Inc. | 11. | United Parcel Service Inc. |
12. | United Rentals, Inc. | 12. | Universal Logistics Holdings, Inc. |
13. | XPO Logistics, Inc. | 13. | Werner Enterprises, Inc. |
Ryder System, Inc. | |
Compensation Discussion and Analysis |
2020 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. | GATX Corporation | 5. | Navistar International Corp. | ||||||||
6. | Hertz Global Holdings, Inc. | 6. | PACCAR International | ||||||||
7. | Hub Group, Inc. | 7. | Rush Enterprises, Inc. | ||||||||
8. | J.B. Hunt Transport Services Inc. | 8. | Saia, Inc. | ||||||||
9. | Knight-Swift Transportation Holdings Inc. | 9. | Trinity Industries, Inc. | ||||||||
10. | Landstar System, Inc. | 10. | Triton International | ||||||||
11. | Old Dominion Freight Line, Inc. | 11. | United Parcel Service Inc. | ||||||||
12. | United Rentals, Inc. | 12. | Universal Logistics Holdings, Inc. | ||||||||
13. | XPO Logistics, Inc. | 13. | Werner Enterprises, Inc. |
2020 Total Target Compensation | 2020 Realized Pay | % of Value Attained | ||||||||||||
Incentive Compensation | $ in 000s | |||||||||||||
–AIP | $ | 1,376 | $ | 2,677 | 194 | % | (1) | |||||||
–LTIP | $ | 4,400 | $ | 1,505 | 34 | % | (2) | |||||||
Total Incentive Compensation | $ | 5,776 | $ | 4,182 | 72 | % | ||||||||
–Salary | $ | 918 | $ | 860 | 94 | % | (3) | |||||||
–Other | $ | 353 | $ | 353 | ||||||||||
Total Compensation | $ | 7,047 | $ | 5,395 | ||||||||||
Performance Measure | |||
ROC Performance (50% Weight) | ROC Target | ROC Results | Percentage Earned |
January 2017 - December 2017 | 4.86% | 4.22% | 50.5% |
January 2018 - December 2018 | 4.88% | 4.92%* | 104.1% |
January 2019 - December 2019 | 5.00% | 1.93% | 0 |
51.5% | |||
(Overall ROC Payout) |
Realized AIP of 194% is below the 207% plan payout due to the impact of Mr. Sanchez's lower than target salary. | |||||||
Ryder System, Inc. | |
Compensation Discussion and Analysis |
Year | Salary ($) | Stock Awards (1) ($) | Options (2) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation (3) ($) | Total Pay ($) | ||||||||||||||||
2020 - SCT | $ | 860,281 | $ | 4,299,705 | $ | — | $ | 2,676,674 | $ | 150,916 | $ | 201,950 | $ | 8,189,526 | |||||||||
2020 - Target | $ | 917,633 | $ | 4,400,000 | $ | — | $ | 1,376,450 | $ | 150,916 | $ | 201,950 | $ | 7,046,949 | |||||||||
2020 - Realized | $ | 860,281 | $ | 1,505,504 | $ | — | $ | 2,676,674 | $ | 150,916 | $ | 201,950 | $ | 5,395,325 |
(1) | The amounts in the SCT stock awards are based on the grant date fair value in accordance with applicable accounting guidance and consequently may not reflect the target stock award amount or the actual value that the NEO will recognize. Realized stock value represents time-vested stock vested and performance-based stock attained in 2020 related to the 2018 grant, at Ryder’s stock price as of the end of the performance period on December 31, 2020. | ||||
(2) | Options were not granted in 2020. Options granted in 2018 were underwater at December 31, 2020. | ||||
(3) | All Other Compensation for 2020 includes employer contributions to the 401(k) Plan and Deferred Compensation Plan, premiums paid under the Supplemental Long-Term Disability Insurance Plan, premiums for executive life insurance, employer match on the Matching Gifts to Education Program, perquisites, and dividend equivalents paid. All Other Compensation is presented for Target and Realized Pay in recognition of the value of the compensation components outside of the AIP and LTIP. |
What We Do | ||||||||
ü | Directly link pay with company performance - 86% of the CEO’s total target direct compensation is at risk | |||||||
ü | Use of 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 policy | |||||||
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 | |||||||
Ryder System, Inc. | 2021Proxy Statement | 43 |
Compensation Discussion and Analysis |
What We | ||||||||
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 | Grant equity awards below 100% of fair market value or grant options at a discount | |||||||
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. | 2021Proxy Statement | 44 |
Compensation Discussion and Analysis |
1. | Avis Budget Group, Inc. | 8. | J.B. Hunt Transport Services Inc. | ||||||||
2. | C. H. Robinson Worldwide, Inc. | 9. | Knight-Swift Transportation Holdings Inc. | ||||||||
3. | CSX Corporation | 10. | Landstar System, Inc. | ||||||||
4. | Expeditors International of Washington, Inc. | 11. | Old Dominion Freight Line, Inc. | ||||||||
5. | GATX Corporation | 12. | United Rentals, Inc. | ||||||||
6. | Hertz Global Holdings, Inc. | 13. | XPO Logistics, Inc. | ||||||||
7. | Hub Group, Inc. |
RETIREMENT AND WELFARE BENEFITS AND PERQUISITES |
Ryder System, Inc. | 2021Proxy Statement | 45 |
Compensation Discussion and Analysis |
SEVERANCE AND CHANGE OF CONTROL |
NEO STOCK OWNERSHIP REQUIREMENTS |
CEO | 6x | |||||||
Other NEOs | 3x |
PROHIBITIONS ON HEDGING AND PLEDGING |
Ryder System, Inc. | 2021Proxy Statement | 46 |
Compensation Discussion and Analysis and Compensation Committee Report on Executive Compensation |
RECOUPMENT POLICY |
TAX IMPLICATIONS |
COMPENSATION RISKS |
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION |
E. Follin Smith (Chair) | Robert J. Eck | Michael F. Hilton | Luis P. Nieto, Jr. | Dmitri L. Stockton |
Ryder System, Inc. | |
Executive Compensation |
EXECUTIVE COMPENSATION |
SUMMARY COMPENSATION TABLE |
Name and Principal Position | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert E. Sanchez | Chair and Chief Executive Officer | 2019 | 870,468 | 3,897,431 | 860,002 | 501,247 | 196,915 | 278,788 | 6,604,851 | Robert E. Sanchez | Chair and Chief Executive Officer | 2020 | 860,281 | 4,299,705 | — | 2,676,674 | 150,916 | 201,950 | 8,189,526 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 | 820,080 | 3,558,155 | 1,230,369 | 1,595,259 | — | 190,013 | 7,393,876 | 2019 | 870,468 | 3,897,431 | 860,002 | 501,247 | 196,915 | 278,788 | 6,604,851 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2017 | 804,000 | 2,140,487 | 1,640,009 | 1,309,625 | 101,879 | 218,186 | 6,214,186 | 2018 | 820,080 | 3,558,155 | 1,230,369 | 1,595,259 | — | 190,013 | 7,393,876 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Scott T. Parker(5) | Executive Vice President and Chief Financial Officer | 2019 | 422,538 | 4,300,014 | (6) | 499,997 | (6) | 449,627 | — | 202,857 | 5,875,033 | Scott T. Parker(5) | Executive Vice President and Chief Financial Officer | 2020 | 581,251 | 2,052,104 | — | 1,205,530 | — | 98,540 | 3,937,425 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Art A. Garcia(5) | Former Executive Vice President and Chief Financial Officer | 2019 | 166,667 | 90,876 | — | — | 115,698 | 1,503,808 | 1,877,049 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 | 500,000 | 1,028,202 | 360,113 | 509,282 | — | 85,698 | 2,483,295 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2017 | 492,500 | 601,366 | 480,031 | 410,686 | 62,842 | 87,804 | 2,135,229 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Scott T. Parker(5) | Scott T. Parker(5) | Executive Vice President and Chief Financial Officer | 2019 | 422,538 | 4,300,014 | (6) | 499,997 | (6) | 449,627 | — | 202,857 | 5,875,033 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | 587,501 | 2,172,590 | — | 1,218,562 | 59,680 | 102,266 | 4,140,599 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Steven Sensing | J. Steven Sensing | President, Global Supply Chain Solutions and Dedicated Transportation Solutions | 2019 | 528,600 | 864,381 | 189,999 | 413,291 | 76,282 | 106,908 | 2,179,461 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 | 461,300 | 807,045 | 285,089 | 572,427 | — | 81,756 | 2,207,617 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
President, Global Fleet Management Solutions | 2019 | 536,933 | 1,864,352 | 189,999 | 419,825 | 42,625 | 84,639 | 3,138,373 | 2020 | 605,470 | 1,319,223 | — | 1,255,760 | 34,566 | 102,124 | 3,317,143 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John J. Diez | 2018 | 461,300 | 807,045 | 285,089 | 572,427 | — | 80,181 | 2,206,042 | John J. Diez | President, Global Fleet Management Solutions | 2019 | 536,933 | 1,864,352 | 189,999 | 419,825 | 42,625 | 85,735 | (7) | 3,139,469 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2017 | 449,750 | 463,104 | 380,035 | 444,765 | 21,123 | 70,378 | 1,829,155 | 2018 | 461,300 | 807,045 | 285,089 | 572,427 | — | 80,181 | 2,206,042 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
President, Global Supply Chain Solutions and Dedicated Transportation Solutions | 2019 | 528,600 | 864,381 | 189,999 | 413,291 | 76,282 | 106,908 | 2,179,461 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Steven Sensing | 2018 | 461,300 | 807,045 | 285,089 | 572,427 | — | 81,756 | 2,207,617 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2017 | 449,750 | 460,499 | 380,035 | 443,887 | 38,809 | 70,845 | 1,843,825 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President, Chief Legal Officer & Corporate Secretary | 2019 | 496,583 | 773,444 | 169,995 | 310,606 | 167,260 | 100,743 | 2,018,631 | Robert D. Fatovic | Executive Vice President, Chief Legal Officer and Corporate Secretary | 2020 | 496,969 | 830,574 | — | 824,582 | 127,602 | 89,248 | 2,368,975 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dennis C. Cooke(5) | Former President, Global Fleet Management Solutions | 2019 | 527,358 | 1,228,413 | 270,002 | — | — | 2,188,591 | 4,214,364 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 | 566,825 | 1,147,463 | 405,127 | 708,217 | — | 97,427 | 2,925,059 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2017 | 555,000 | 666,620 | 539,966 | 558,692 | — | 100,151 | 2,420,429 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert D. Fatovic | Robert D. Fatovic | Executive Vice President, Chief Legal Officer and Corporate Secretary | 2019 | 496,583 | 773,444 | 169,995 | 310,606 | 167,260 | 100,743 | 2,018,631 |
(1) | Awards granted in All |
Name | 2020 PBRSRs Target ($) | 2020 PBRSRs Maximum ($) | |||||||||
Robert E. Sanchez | 2,539,733 | 6,349,334 | |||||||||
Scott T. Parker | 1,212,125 | 3,030,331 | |||||||||
J. Steven Sensing | 692,637 | 1,731,612 | |||||||||
John J. Diez | 779,231 | 1,948,116 | |||||||||
Robert D. Fatovic | 490,599 | 1,226,478 |
Name | 2019 PBRSRs Target ($) | 2019 PBRSRs Maximum ($) | |||
Robert E. Sanchez | 2,726,984 | 5,453,968 | |||
Scott T. Parker | — | — | (7) | ||
Art A. Garcia | — | — | (7) | ||
John J. Diez | 602,466 | 1,204,932 | |||
J Steven Sensing | 602,466 | 1,204,932 | |||
Robert D. Fatovic | 539,042 | 1,078,084 | |||
Dennis C. Cooke | 856,161 | 1,712,323 | (7) |
Calculation As discussed above, the amounts in this 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 | |||||
(2) | Option awards consist of stock options granted pursuant to our LTIP as described beginning on page | ||||
(3) | The amounts in this column include an estimate of the change in the actuarial present value of the accrued pension benefits (under both our pension and pension restoration plans) for the NEO for the respective year. Assumptions used to calculate these amounts are described under “Pension Benefits” beginning on page | ||||
(4) | All Other Compensation for |
Year | Employer Contributions to the 401(k) Plan(a) ($) | Employer Contributions to the Deferred Compensation Plan(a) ($) | 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 | Dividends Equivalents Paid | |
Robert E. Sanchez | 2019 | 15,400 | 112,863 | 10,831 | 1,461 | 10,000 | 21,400 | — | 106,833 |
Scott T. Parker | 2019 | — | — | 6,192 | 486 | — | 196,179 | — | — |
Art A. Garcia | 2019 | 7,000 | 9,368 | 11,479 | 999 | — | 3,200 | 1,444,431 | 27,331 |
John J. Diez | 2019 | 14,304 | 24,151 | 9,284 | 901 | — | 16,400 | — | 19,599 |
J. Steven Sensing | 2019 | 15,400 | 43,819 | 10,804 | 886 | — | 16,400 | — | 19,599 |
Robert D. Fatovic | 2019 | 15,400 | 35,369 | 10,554 | 834 | — | 16,400 | — | 22,186 |
Dennis C. Cooke | 2019 | 7,000 | 23,703 | 10,314 | 973 | — | 8,800 | 2,109,799 | 28,002 |
Ryder System, Inc. | 2021Proxy Statement | 48 |
Executive Compensation |
Year | Employer Contributions to the 401(k) Plan(a) ($) | Employer Contributions to the Deferred Compensation Plan(a) ($) | 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 | Dividends Equivalents Paid | |||||||||||||||||||||
Robert E. Sanchez | 2020 | 15,675 | 59,209 | 11,507 | 1,469 | 10,000 | 21,400 | — | 82,690 | ||||||||||||||||||||
Scott T. Parker | 2020 | — | 11,550 | 10,614 | 986 | — | 16,400 | — | 58,990 | ||||||||||||||||||||
J. Steven Sensing | 2020 | 15,675 | 39,369 | 10,804 | 993 | — | 16,400 | — | 19,025 | ||||||||||||||||||||
John J. Diez | 2020 | 15,675 | 40,716 | 9,284 | 1,024 | — | 16,400 | — | 19,025 | ||||||||||||||||||||
Robert D. Fatovic | 2020 | 15,675 | 28,742 | 10,554 | 845 | — | 16,400 | — | 17,032 |
(5) | Mr. | ||||
(6) | Mr. Parker received stock and option awards totaling $4.8 million as a one-time equity inducement grant in connection with the commencement of his employment, the full value of which was intended to compensate him for equity compensation forfeited when leaving his former employer. | ||||
(7) |
Name | Grant Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | ||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||
Robert E. Sanchez | ACIA | 645,352 | 1,290,703 | 3,226,759 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/18/20 | 21,884 | 68,660 | 171,650 | 2,539,733 | |||||||||||||||||||||||||||||||||
TVRSR | 2/18/20 | 45,773 | 1,759,972 | |||||||||||||||||||||||||||||||||||
Scott T. Parker | ACIA | 290,656 | 581,311 | 1,453,279 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/18/20 | 10,443 | 32,769 | 81,923 | 1,212,125 | |||||||||||||||||||||||||||||||||
TVRSR | 2/18/20 | 21,846 | 839,979 | |||||||||||||||||||||||||||||||||||
J. Steven Sensing | ACIA | 293,798 | 587,596 | 1,468,989 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/18/20 | 5,967 | 18,725 | 46,813 | 692,637 | |||||||||||||||||||||||||||||||||
TVRSR | 2/18/20 | 12,483 | 479,971 | |||||||||||||||||||||||||||||||||||
TVRSR | 10/1/20 | 23,730 | 999,982 | |||||||||||||||||||||||||||||||||||
John J. Diez | ACIA | 302,766 | 605,533 | 1,513,832 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/18/20 | 6,714 | 21,066 | 52,666 | 779,231 | |||||||||||||||||||||||||||||||||
TVRSR | 2/18/20 | 14,044 | 539,992 | |||||||||||||||||||||||||||||||||||
Robert D. Fatovic | ACIA | 198,809 | 397,617 | 994,043 | ||||||||||||||||||||||||||||||||||
PBRSR | 2/18/20 | 4,226 | 13,263 | 33,157 | 490,599 | |||||||||||||||||||||||||||||||||
TVRSR | 2/18/20 | 8,842 | 339,975 |
Name | Grant Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | ||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||
Robert E. Sanchez | ACIA | 326,401 | 1,305,602 | 2,611,204 | ||||||||
PBRSR | 2/8/19 | 6,072 | 49,904 | 97,128 | 3,037,435 | |||||||
Options | 2/8/19 | 73,259 | 57.92 | 860,002 | ||||||||
TVRSR | 2/8/19 | 14,848 | 859,996 | |||||||||
Scott T. Parker | ACIA | 143,750 | 575,000 | 1,150,000 | ||||||||
PBRSR | — | — | — | — | ||||||||
Options | 4/5/19 | 37,833 | 64.73 | 499,997 | ||||||||
TVRSR | 4/5/19 | 66,430 | 4,300,014 | |||||||||
Art A. Garcia | ACIA | 32,877 | 131,507 | 263,014 | ||||||||
PBRSR | 2/8/19 | 392 | 1,569 | 2,353 | 90,876 | |||||||
Options | 2/8/19 | — | — | — | ||||||||
TVRSR | 2/8/19 | — | — | |||||||||
John J. Diez | ACIA | 134,222 | 536,888 | 1,073,776 | ||||||||
PBRSR | 2/8/19 | 1,355 | 11,083 | 21,545 | 674,403 | |||||||
Options | 2/8/19 | 16,185 | 57.92 | 189,999 | ||||||||
TVRSR | 2/8/19 | 3,280 | 189,978 | |||||||||
TVRSR | 5/3/19 | 15,708 | 999,971 | |||||||||
J. Steven Sensing | ACIA | 132,133 | 528,532 | 1,057,064 | ||||||||
PBRSR | 2/8/19 | 1,355 | 11,083 | 21,545 | 674,403 | |||||||
Options | 2/8/19 | 16,185 | 57.92 | 189,999 | ||||||||
TVRSR | 2/8/19 | 3,280 | 189,978 | |||||||||
Robert D. Fatovic | ACIA | 99,304 | 397,214 | 794,428 | ||||||||
PBRSR | 2/8/19 | 1,213 | 9,917 | 19,278 | 603,449 | |||||||
Options | 2/8/19 | 14,481 | 57.92 | 169,995 | ||||||||
TVRSR | 2/8/19 | 2,935 | 169,995 | |||||||||
Dennis C. Cooke | ACIA | 131,610 | 526,439 | 1,052,878 | ||||||||
PBRSR | 2/8/19 | 1,926 | 15,750 | 30,617 | 958,390 | |||||||
Options | 2/8/19 | 23,000 | 57.92 | 270,002 | ||||||||
TVRSR | 2/8/19 | 4,662 | 270,023 |
(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 based on individual performance but in no event to exceed the maximum payout amount. The Committee did not exercise such discretion in determining the earned | ||||
(2) | These columns reflect the number of potential PBRSRs that can be earned under our |
Ryder System, Inc. | 2021Proxy Statement | 49 |
Executive Compensation |
(3) | Represents TVRSRs granted under our | ||||
(4) | |||||
The grant date fair value of the stock and option awards is determined pursuant to the accounting guidance for stock compensation 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 |
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, |
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 | 89,325 | — | 58.21 | 02/07/2023 | |||||||||||||||||||||||||||||||||||||||||||
93,415 | — | 71.43 | 02/06/2024 | ||||||||||||||||||||||||||||||||||||||||||||
83,425 | — | 93.51 | 02/11/2025 | ||||||||||||||||||||||||||||||||||||||||||||
122,935 | — | 55.32 | 02/09/2026 | ||||||||||||||||||||||||||||||||||||||||||||
104,390 | — | 76.49 | 02/09/2027 | 18,888 | (4) | 1,166,523 | 1,829 | (5) | 112,959 | ||||||||||||||||||||||||||||||||||||||
51,605 | 25,802 | (2) | 74.72 | 02/21/2028 | — | — | 26,242 | (6) | 1,620,706 | ||||||||||||||||||||||||||||||||||||||
24,420 | 48,839 | (3) | 57.92 | 02/08/2029 | — | — | 210,625 | (7) | 13,008,200 | ||||||||||||||||||||||||||||||||||||||
Scott T. Parker | 15,133 | 22,700 | (8) | 64.73 | 04/05/2029 | — | — | 39,858 | (8) | 2,461,630 | |||||||||||||||||||||||||||||||||||||
100,524 | (7) | 6,208,362 | |||||||||||||||||||||||||||||||||||||||||||||
J. Steven Sensing | 2,490 | — | 71.43 | 02/06/2024 | |||||||||||||||||||||||||||||||||||||||||||
11,920 | — | 93.51 | 02/11/2025 | ||||||||||||||||||||||||||||||||||||||||||||
14,900 | — | 55.32 | 02/09/2026 | ||||||||||||||||||||||||||||||||||||||||||||
24,190 | — | 76.49 | 02/09/2027 | 4,376 | (4) | 270,262 | 424 | (5) | 26,186 | ||||||||||||||||||||||||||||||||||||||
11,957 | 5,979 | (2) | 74.72 | 02/21/2028 | — | — | 5,796 | (6) | 357,961 | ||||||||||||||||||||||||||||||||||||||
5,395 | 10,790 | (3) | 57.92 | 02/08/2029 | — | — | 81,172 | (7) | 5,013,183 | ||||||||||||||||||||||||||||||||||||||
John J. Diez | 2,573 | — | 58.21 | 02/07/2023 | |||||||||||||||||||||||||||||||||||||||||||
6,695 | — | 71.43 | 02/06/2024 | ||||||||||||||||||||||||||||||||||||||||||||
13,000 | — | 93.51 | 02/11/2025 | ||||||||||||||||||||||||||||||||||||||||||||
17,430 | — | 55.32 | 02/09/2026 | ||||||||||||||||||||||||||||||||||||||||||||
24,190 | — | 76.49 | 02/09/2027 | 4,376 | (4) | 270,262 | 424 | (5) | 26,186 | ||||||||||||||||||||||||||||||||||||||
11,957 | 5,979 | (2) | 74.72 | 02/21/2028 | — | — | 21,504 | (6) | 1,328,087 | ||||||||||||||||||||||||||||||||||||||
5,395 | 10,790 | (3) | 57.92 | 02/08/2029 | — | — | 64,624 | (7) | 3,991,178 | ||||||||||||||||||||||||||||||||||||||
Robert D. Fatovic | 16,005 | — | 58.21 | 02/07/2023 | |||||||||||||||||||||||||||||||||||||||||||
16,280 | — | 71.43 | 02/06/2024 | ||||||||||||||||||||||||||||||||||||||||||||
17,335 | — | 93.51 | 02/11/2025 | ||||||||||||||||||||||||||||||||||||||||||||
25,545 | — | 55.32 | 02/09/2026 | ||||||||||||||||||||||||||||||||||||||||||||
21,640 | — | 76.49 | 02/09/2027 | 3,915 | (4) | 241,790 | 379 | (5) | 23,407 | ||||||||||||||||||||||||||||||||||||||
10,699 | 5,349 | (2) | 74.72 | 02/21/2028 | — | — | 5,186 | (6) | 320,287 | ||||||||||||||||||||||||||||||||||||||
4,827 | 9,654 | (3) | 57.92 | 02/08/2029 | — | — | 40,684 | (7) | 2,512,644 |
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 | 89,325 | — | 58.21 | 02/07/2023 | ||||||||||||||||
93,415 | — | 71.43 | 02/06/2024 | |||||||||||||||||
83,425 | — | 93.51 | 02/11/2025 | |||||||||||||||||
122,935 | — | 55.32 | 02/09/2026 | |||||||||||||||||
69,593 | 34,797 | (2) | 76.49 | 02/09/2027 | 10,429 | (6) | 566,399 | |||||||||||||
25,803 | 51,604 | (3) | 74.72 | 02/21/2028 | — | — | 31,641 | (7) | 1,718,423 | |||||||||||
— | 73,259 | (4) | 57.92 | 02/08/2029 | — | — | 50,182 | (8) | 2,725,384 | |||||||||||
Scott T. Parker | — | 37,833 | (5) | 64.73 | 04/05/2029 | — | — | 66,430 | (5) | 3,607,813 | ||||||||||
Art A. Garcia(9) | 18,580 | — | 58.21 | 02/07/2023 | ||||||||||||||||
22,020 | — | 71.43 | 02/06/2024 | |||||||||||||||||
19,500 | — | 93.51 | 02/11/2025 | |||||||||||||||||
31,295 | — | 55.32 | 02/09/2026 | |||||||||||||||||
20,370 | — | 76.49 | 02/09/2027 | 3,052 | (6) | 165,754 | ||||||||||||||
7,552 | — | 74.72 | 02/21/2028 | — | — | 3,624 | (7) | 196,819 | ||||||||||||
John J. Diez | 2,573 | — | 58.21 | 02/07/2023 | ||||||||||||||||
6,695 | — | 71.43 | 02/06/2024 | |||||||||||||||||
13,000 | — | 93.51 | 02/11/2025 | |||||||||||||||||
17,430 | — | 55.32 | 02/09/2026 | |||||||||||||||||
16,127 | 8,063 | (2) | 76.49 | 02/09/2027 | 2,414 | (6) | 131,104 | |||||||||||||
5,979 | 11,957 | (3) | 74.72 | 02/21/2028 | — | — | 7,330 | (7) | 398,092 | |||||||||||
— | 16,185 | (4) | 57.92 | 02/08/2029 | — | — | 26,793 | (8) | 1,455,128 | |||||||||||
J. Steven Sensing | 2,490 | — | 71.43 | 02/06/2024 | ||||||||||||||||
11,920 | — | 93.51 | 02/11/2025 | |||||||||||||||||
14,900 | — | 55.32 | 02/09/2026 | |||||||||||||||||
16,127 | 8,063 | (2) | 76.49 | 02/09/2027 | 2,414 | (6) | 131,104 | |||||||||||||
5,979 | 11,957 | (3) | 74.72 | 02/21/2028 | — | — | 7,330 | (7) | 398,092 | |||||||||||
— | 16,185 | (4) | 57.92 | 02/08/2029 | — | — | 11,085 | (8) | 602,026 | |||||||||||
Robert D. Fatovic | 16,005 | — | 58.21 | 02/07/2023 | ||||||||||||||||
16,280 | — | 71.43 | 02/06/2024 | |||||||||||||||||
17,335 | — | 93.51 | 02/11/2025 | |||||||||||||||||
25,545 | — | 55.32 | 02/09/2026 | |||||||||||||||||
14,427 | 7,213 | (2) | 76.49 | 02/09/2027 | 2,161 | (6) | 117,364 | |||||||||||||
5,350 | 10,698 | (3) | 74.72 | 02/21/2028 | — | — | 6,558 | (7) | 356,165 | |||||||||||
— | 14,481 | (4) | 57.92 | 02/08/2029 | — | — | 9,918 | (8) | 538,647 | |||||||||||
Dennis C. Cooke(9) | 15,625 | — | 71.43 | 08/29/2021 | ||||||||||||||||
21,670 | — | 93.51 | 08/29/2021 | |||||||||||||||||
31,930 | — | 55.32 | 08/29/2021 | |||||||||||||||||
22,913 | — | 76.49 | 08/29/2021 | — | — | |||||||||||||||
8,496 | — | 74.72 | 08/29/2021 | — | — | — | — | |||||||||||||
— | — | 57.92 | 08/29/2021 | — | — | — | — |
Ryder System, Inc. | |
Executive Compensation |
Option Awards | Stock Awards(1) | ||||||||
Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(3) | ||||||
Name | (#) | ($) | (#) | ($) | |||||
Robert E. Sanchez | — | — | 20,142 | 1,177,562 | |||||
Scott T. Parker | — | — | — | — | |||||
Art A. Garcia | — | — | 5,294 | 308,895 | |||||
John J. Diez | — | — | 3,750 | 219,736 | |||||
J. Steven Sensing | — | — | 3,750 | 219,736 | |||||
Robert D. Fatovic | — | — | 4,183 | 244,552 | |||||
Dennis C. Cooke | — | — | 5,356 | 313,826 |
Option Awards | Stock Awards(1) | ||||||||||||||||||||||||||||
Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(3) | ||||||||||||||||||||||||||
Name | (#) | ($) | (#) | ($) | |||||||||||||||||||||||||
Robert E. Sanchez | — | — | 17,208 | 844,306 | |||||||||||||||||||||||||
Scott T. Parker | — | — | 26,572 | 609,296 | |||||||||||||||||||||||||
J. Steven Sensing | — | — | 3,931 | 192,825 | |||||||||||||||||||||||||
John J. Diez | — | — | 3,931 | 192,825 | |||||||||||||||||||||||||
Robert D. Fatovic | — | — | 3,519 | 172,613 |
(1) | These columns reflect restricted stock and PBRSRs previously awarded to the NEOs that vested during | ||||
(2) | |||||
(3) | Calculated based on the closing market price of Ryder common stock on the vesting date. |
PENSION BENEFITS |
Ryder System, Inc. | 2021Proxy Statement | 51 |
Executive Compensation |
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) |
Robert E. Sanchez | Retirement Plan (Frozen) | 27 | 489,746 |
Benefit Restoration Plan (Frozen) | 27 | 456,021 | |
Scott T. Parker | Retirement Plan (Not eligible) | N/A | — |
Benefit Restoration Plan (Not eligible) | N/A | — | |
Art A. Garcia | Retirement Plan (Frozen) | 21 | 426,744 |
Benefit Restoration Plan (Frozen) | 21 | 245,781 | |
John J. Diez | Retirement Plan (Frozen) | 18 | 161,600 |
Benefit Restoration Plan (Frozen) | 18 | 8,622 | |
J. Steven Sensing | Retirement Plan (Frozen) | 27 | 331,201 |
Benefit Restoration Plan (Frozen) | 27 | 10,262 | |
Robert D. Fatovic | Retirement Plan (Frozen) | 25 | 430,474 |
Benefit Restoration Plan (Frozen) | 25 | 385,989 | |
Dennis C. Cooke | Retirement Plan (Not eligible) | N/A | — |
Benefit Restoration Plan (Not eligible) | N/A | — |
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | ||||||||
Robert E. Sanchez | Retirement Plan (Frozen) | 28 | 567,895 | ||||||||
Benefit Restoration Plan (Frozen) | 28 | 528,788 | |||||||||
Scott T. Parker | Retirement Plan (Not eligible) | N/A | — | ||||||||
Benefit Restoration Plan (Not eligible) | N/A | — | |||||||||
J. Steven Sensing | Retirement Plan (Frozen) | 28 | 389,087 | ||||||||
Benefit Restoration Plan (Frozen) | 28 | 12,056 | |||||||||
John J. Diez | Retirement Plan (Frozen) | 19 | 194,415 | ||||||||
Benefit Restoration Plan (Frozen) | 19 | 10,373 | |||||||||
Robert D. Fatovic | Retirement Plan (Frozen) | 26 | 497,751 | ||||||||
Benefit Restoration Plan (Frozen) | 26 | 446,314 |
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 | ||||||||||||||||||||
Name | ($) | ($) | ($) | ($) | |||||||||||||||||||
Robert E. Sanchez | 68,077 | 59,209 | 894,316 | 5,666,430 | |||||||||||||||||||
Scott T. Parker | 34,875 | 11,550 | 10,144 | 56,569 | |||||||||||||||||||
J. Steven Sensing | 47,000 | 39,369 | 63,806 | 1,258,067 | |||||||||||||||||||
John J. Diez | 83,965 | 40,716 | 125,855 | 599,966 | |||||||||||||||||||
Robert D. Fatovic | 29,818 | 28,742 | 482,168 | 3,313,130 |
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 | ||||
Name | ($) | ($) | ($) | ($) | |||
Robert E. Sanchez | 335,841 | 112,863 | 921,250 | 4,644,801 | |||
Scott T. Parker | — | — | — | — | |||
Art A. Garcia | 28,515 | 9,368 | 207,065 | 1,102,744 | |||
John J. Diez | — | 24,151 | 73,189 | 349,429 | |||
J. Steven Sensing | 179,313 | 43,819 | 201,932 | 1,107,893 | |||
Robert D. Fatovic | 42,649 | 35,369 | 511,076 | 2,834,048 | |||
Dennis C. Cooke | 263,679 | 23,703 | 222,026 | 1,854,393 |
Ryder System, Inc. | 2021Proxy Statement | 52 |
Executive Compensation |
(1) | The amounts reflected in this column were reported as compensation to the NEOs in our Summary Compensation Table for | ||||
(2) | Aggregate earnings on deferred compensation included in this column were not reported as compensation to the NEOs in our Summary Compensation Table for |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL |
Ryder System, Inc. | 2021Proxy Statement | 53 |
Executive Compensation |
Involuntary Termination Without Cause: | Qualifying Termination following Change of Control: | ||||
Ryder System, Inc. | 2021Proxy Statement | 54 |
Executive Compensation |
Triggering Event | |||||||
Name | Compensation Components | Involuntary Termination without Cause ($) | Change of Control without Termination ($) | Change of Control with Qualifying Termination ($) | |||
Robert E. Sanchez | Cash Severance(1) | 5,392,365 | — | 6,764,176 | |||
Intrinsic Value of Equity(2) | — | 5,010,206 | 5,010,206 | ||||
Retirement Benefits(3) | — | — | — | ||||
Welfare Benefits(4) | 48,991 | — | 58,789 | ||||
Outplacement(5) | 30,000 | — | 30,000 | ||||
Total Benefit to Employee | 5,471,356 | 5,010,206 | 11,863,171 | ||||
Scott T. Parker | Cash Severance(1) | 2,083,403 | — | 1,764,686 | |||
Intrinsic Value of Equity(2) | — | 3,607,813 | 3,607,813 | ||||
Retirement Benefits(3) | — | — | — | ||||
Welfare Benefits(4) | 29,715 | — | 39,620 | ||||
Outplacement(5) | 30,000 | — | 30,000 | ||||
Total Benefit to Employee | 2,143,118 | 3,607,813 | 5,442,119 | ||||
Art A. Garcia | Cash Severance(1) | 1,394,712 | — | — | |||
Intrinsic Value of Equity(2) | 308,895 | — | — | ||||
Retirement Benefits(3) | — | — | — | ||||
Welfare Benefits(4) | 19,719 | — | — | ||||
Outplacement(5) | 30,000 | — | — | ||||
Total Benefit to Employee | 1,753,326 | — | — | ||||
John J. Diez | Cash Severance(1) | 1,881,026 | — | 1,766,522 | |||
Intrinsic Value of Equity(2) | — | 1,984,324 | 1,984,324 | ||||
Retirement Benefits(3) | — | — | — | ||||
Welfare Benefits(4) | 29,394 | — | 39,192 | ||||
Outplacement(5) | 30,000 | — | 30,000 | ||||
Total Benefit to Employee | 1,940,420 | 1,984,324 | 3,820,038 | ||||
J. Steven Sensing | Cash Severance(1) | 1,836,354 | — | 1,492,032 | |||
Intrinsic Value of Equity(2) | — | 1,131,222 | 1,131,222 | ||||
Retirement Benefits(3) | — | — | — | ||||
Welfare Benefits(4) | 33,167 | — | 44,222 | ||||
Outplacement(5) | 30,000 | — | 30,000 | ||||
Total Benefit to Employee | 1,899,521 | 1,131,222 | 2,697,476 | ||||
Robert D. Fatovic | Cash Severance(1) | 1,512,135 | — | 2,110,606 | |||
Intrinsic Value of Equity(2) | — | 1,012,176 | 1,012,176 | ||||
Retirement Benefits(3) | — | — | — | ||||
Welfare Benefits(4) | 29,715 | — | 39,620 | ||||
Outplacement(5) | 30,000 | — | 30,000 | ||||
Total Benefit to Employee | 1,571,850 | 1,012,176 | 3,192,402 | ||||
Dennis C. Cooke | Cash Severance(1) | 2,050,084 | — | — | |||
Intrinsic Value of Equity(2) | 313,826 | — | — | ||||
Retirement Benefits(3) | — | — | — | ||||
Welfare Benefits(4) | 29,715 | — | — | ||||
Outplacement(5) | 30,000 | — | — | ||||
Total Benefit to Employee | 2,423,625 | — | — |
Triggering Event | |||||||||||||||||||||||
Name | Compensation Components | Involuntary Termination without Cause ($) | Change of Control without Termination ($) | Change of Control with Qualifying Termination ($) | |||||||||||||||||||
Robert E. Sanchez | Cash Severance(1) | 7,514,910 | — | 9,558,921 | |||||||||||||||||||
Intrinsic Value of Equity(2) | — | 16,671,038 | 16,671,038 | ||||||||||||||||||||
Retirement Benefits(3) | — | — | — | ||||||||||||||||||||
Welfare Benefits(4) | 84,394 | — | 101,272 | ||||||||||||||||||||
Outplacement(5) | 90,000 | — | 90,000 | ||||||||||||||||||||
Total Benefit to Employee | 7,689,304 | 16,671,038 | 26,421,231 | ||||||||||||||||||||
Scott T. Parker | Cash Severance(1) | 2,967,730 | — | 3,605,530 | |||||||||||||||||||
Intrinsic Value of Equity(2) | — | 8,669,992 | 8,669,992 | ||||||||||||||||||||
Retirement Benefits(3) | — | — | — | ||||||||||||||||||||
Welfare Benefits(4) | 48,812 | — | 65,082 | ||||||||||||||||||||
Outplacement(5) | 60,000 | — | 60,000 | ||||||||||||||||||||
Total Benefit to Employee | 3,076,542 | 8,669,992 | 12,400,604 | ||||||||||||||||||||
J. Steven Sensing | Cash Severance(1) | 2,840,010 | — | 3,718,562 | |||||||||||||||||||
Intrinsic Value of Equity(2) | — | 5,823,590 | 5,823,590 | ||||||||||||||||||||
Retirement Benefits(3) | — | — | — | ||||||||||||||||||||
Welfare Benefits(4) | 52,814 | — | 70,418 | ||||||||||||||||||||
Outplacement(5) | 60,000 | — | 60,000 | ||||||||||||||||||||
Total Benefit to Employee | 2,952,824 | 5,823,590 | 9,672,570 | ||||||||||||||||||||
John J. Diez | Cash Severance(1) | 2,880,475 | — | 3,755,760 | |||||||||||||||||||
Intrinsic Value of Equity(2) | — | 5,771,711 | 5,771,711 | ||||||||||||||||||||
Retirement Benefits(3) | — | — | — | ||||||||||||||||||||
Welfare Benefits(4) | 46,559 | — | 62,078 | ||||||||||||||||||||
Outplacement(5) | 60,000 | — | 60,000 | ||||||||||||||||||||
Total Benefit to Employee | 2,987,034 | 5,771,711 | 9,649,549 | ||||||||||||||||||||
Robert D. Fatovic | Cash Severance(1) | 2,107,983 | — | 2,671,382 | |||||||||||||||||||
Intrinsic Value of Equity(2) | — | 3,237,722 | 3,237,722 | ||||||||||||||||||||
Retirement Benefits(3) | — | — | — | ||||||||||||||||||||
Welfare Benefits(4) | 48,500 | — | 64,666 | ||||||||||||||||||||
Outplacement(5) | 60,000 | — | 60,000 | ||||||||||||||||||||
Total Benefit to Employee | 2,216,483 | 3,237,722 | 6,033,770 |
(1) | Cash severance includes: (1) base |
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 31, |
Ryder System, Inc. | 2021Proxy Statement | 55 |
Executive Compensation |
(3) | This |
(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. |
PAY RATIO |
Ryder System, Inc. | | 56 |
Director Compensation |
DIRECTOR COMPENSATION |
Our non-employee directors received the following compensation during | ||||||||||||||
an annual Board retainer of $100,000, | ||||||||||||||
an annual grant of $145,000 in restricted stock units (RSUs), made on the date of our Annual Meeting of | ||||||||||||||
a Board or committee meeting attendance fee of $1,000 for each additional Board or committee meeting attended in excess of eight Board meetings or eight committee meetings, payable in December; | ||||||||||||||
a committee chair retainer, payable in May, to each of the Chairs of the Finance and Governance Committees ($ | ||||||||||||||
an annual retainer of $25,000 to the |
Ryder System, Inc. | | 57 |
Director Compensation |
Name | Fees Earned or Paid in Cash(1)(2)(3) ($) | Stock Awards(4) ($) | All Other Compensation(5) ($) | Total ($) | ||||||||||
Robert J. Eck | 125,102 | 192,838 | 10,000 | 327,940 | ||||||||||
Robert A. Hagemann | 111,265 | 176,253 | — | 287,518 | ||||||||||
Michael F. Hilton | 100,000 | 187,562 | — | 287,562 | ||||||||||
Tamara L. Lundgren | 102,000 | 168,060 | 10,000 | 280,060 | ||||||||||
Luis P. Nieto, Jr. | 101,000 | 201,623 | 10,000 | 312,623 | ||||||||||
David G. Nord | — | 290,310 | 10,000 | 300,310 | ||||||||||
Abbie J. Smith | 115,500 | 227,018 | — | 342,518 | ||||||||||
E. Follin Smith | 120,000 | 209,444 | 19,820 | 349,264 | ||||||||||
Dmitri L. Stockton | 101,000 | 166,567 | 10,000 | 277,567 | ||||||||||
Hansel E. Tookes, II | 114,398 | 235,778 | 5,000 | 355,176 |
Name | Fees Earned or Paid in Cash(1)(2)(3) ($) | Stock Awards(4) ($) | All Other Compensation(5) ($) | Total ($) |
John M. Berra | 82,562 | 35,817 | 10,000 | 128,379 |
Robert J. Eck | 100,000 | 181,741 | 10,000 | 291,741 |
Robert A. Hagemann | 122,000 | 166,339 | 2,000 | 290,339 |
Michael F. Hilton | 100,000 | 176,860 | — | 276,860 |
Tamara L. Lundgren | 102,000 | 166,443 | 10,000 | 278,443 |
Luis P. Nieto, Jr. | 104,000 | 197,751 | 10,000 | 311,751 |
David G. Nord | 100,000 | 156,330 | 10,000 | 266,330 |
Abbie J. Smith | 108,000 | 220,175 | — | 328,175 |
E. Follin Smith | 115,000 | 205,033 | — | 320,033 |
Dmitri L. Stockton | 100,000 | 156,330 | 10,000 | 266,330 |
Hansel E. Tookes, II | 137,000 | 221,844 | — | 358,844 |
(1) | Includes an annual Board retainer of |
$100,000. | |||||
(2) | Includes Committee Chair fees as follows: Mr. Eck, $8,367; Mr. Hagemann, |
(3) | This column includes additional meeting fees paid to members of the Board as follows: Mr. Hagemann, |
(4) | Represents the aggregate value of stock awards granted in | ||||
(5) | Reflects benefits under the Company’s Matching Gifts to Education program. Ms. Smith was permitted to make two matching contributions in 2020 due to an administrative processing delay associated with her 2019 match. |
Name | Outstanding Stock Awards | ||||
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 | |||||
Hansel E. Tookes, II |
Ryder System, Inc. | | 58 |
Advisory Vote on Executive Compensation (Proposal 3) |
PROPOSAL NO. 3 | ||
ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Ryder System, Inc. | | 59 |
(Proposal 4) |
PROPOSAL NO. 4 | ||
APPROVAL OF |
Ryder System, Inc. | | 60 |
(Proposal 4) |
Ryder System, Inc. | 2021Proxy Statement | 61 |
Approval of Amendment to the 2019 Equity and Incentive Compensation Plan (Proposal 4) |
Ryder System, Inc. | 2021Proxy Statement | 62 |
Approval of Amendment to the 2019 Equity and Incentive Compensation Plan (Proposal 4) |
Ryder System, Inc. | 2021Proxy Statement | 63 |
Approval of Amendment to the 2019 Equity and Incentive Compensation Plan (Proposal 4) |
Ryder System, Inc. | 2021Proxy Statement | 64 |
Approval of Amendment to the 2019 Equity and Incentive Compensation Plan (Proposal 4) |
Plans | Number of Securities to be issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a) | Plans | Number of Securities to be issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a) | |||||||||||||||||||||
(a) | (b) | (c) | ||||||||||||||||||||||||||
Equity compensation plans approved by security holders: | (a) | (b) | (c) | Equity compensation plans approved by security holders: | ||||||||||||||||||||||||
Broad based employee stock plans | 2,831,491 | (1) | $71.04 | (4) | 4,198,156 | |||||||||||||||||||||||
Broad based employee and non-employee directors’ stock plan | Broad based employee and non-employee directors’ stock plan | 3,690,545 | (1) | $ | 71.09 | (2) | 2,285,274 | (3) | ||||||||||||||||||||
Employee stock purchase plan | — | — | 356,649 | Employee stock purchase plan | — | 2,036,267 | ||||||||||||||||||||||
Non-employee directors' stock plans | 209,917 | (2) | — | — | ||||||||||||||||||||||||
Equity compensation plans not approved by security holders: | 104,263 | (3) | $64.73 | (4) | — | |||||||||||||||||||||||
Total | 3,145,671 | $70.92 | 4,554,805 | Total | 3,690,545 | $ | 71.09 | 4,321,541 |
(1) | Includes |
(2) |
Weighted-average exercise price of outstanding options excludes restricted stock awards and restricted stock units. | ||||||||
(3) | Represents the maximum number of shares that may be issued upon vesting of the performance-based restricted shares if maximum performance targets are achieved for each performance cycle as well as two for one shares related to time-vested restricted stock awards. |
Ryder System, Inc. | |
Shareholder Proposal Regarding Written Consent (Proposal 5) |
PROPOSAL NO. 5 | ||
SHAREHOLDER PROPOSAL |
Ryder System, Inc. | 2021Proxy Statement | 66 |
Shareholder Proposal Regarding Written Consent (Proposal 5) |
Ryder System, Inc. | |
Shareholder Proposal Regarding Written Consent (Proposal 5) |
Ryder System, Inc. | |
Other Matters |
OTHER MATTERS |
Who can vote? | Holders of Ryder common stock at the close of business on March common stock issued and outstanding |
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: | ||||
Detailed instructions for | |||||
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 | |||||
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 |
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 |
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. | |
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 | Management Proposal to Approve the Amendment to the 2019 Equity and Incentive Compensation Plan | Majority of Votes Cast | No | None | Same as a Vote “Against”(1) | |||||||||||||||||||||
No. 5 | Shareholder Proposal | Majority of Votes Cast | No | None | None |
Proposals 3 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 Proposal 5 (Shareholder Proposal |
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 | ||||
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. |
Why is the Annual Meeting being held virtually? | Due to health and safety concerns regarding the COVID-19 pandemic and to support the well-being of our employees and shareholders, we will be hosting a virtual Annual Meeting of Shareholders live via the internet this year. To attend the Annual Meeting via the internet please visit www.virtualshareholdermeeting.com/R2021 and be sure to have the information that is printed on your notice card. We intend to return to in-person annual meetings once the Company determines that it is safe to do so. | ||||
visiting www.virtualshareholdermeeting.com/R2021 and included on your notice, proxy card or the instructions that accompanied your proxy materials. If you are a The Annual Meeting will begin promptly at 10:00 a.m. Eastern Daylight Time. Virtual access to the meeting will open at 9:45 a.m., Eastern Daylight Time. You should allow ample time to log in to the meeting webcast and test your computer audio system, and we encourage you to access the meeting at least 15 minutes before the scheduled start time. If you encounter any technical difficulties with the virtual meeting during the log in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page. Rules governing the conduct of the annual meeting will be posted on the virtual meeting platform along with an agenda. If you wish to submit a question for the Annual www.virtualshareholdermeeting.com/R2021, or you may type it into the dialogue box provided at any point during the virtual meeting (until the floor is closed to questions). |
PROXY SOLICITATION COSTS |
Ryder System, Inc. | 2021Proxy Statement | 70 |
Other Matters |
VOTE TABULATIONS |
CONFIDENTIAL VOTING |
SHAREHOLDER PROPOSALS |
ELECTRONIC DELIVERY |
Ryder System, Inc. | 2021Proxy Statement | 71 |
Other Matters |
HOUSEHOLDING |
Ryder System, Inc. | |
Appendix A |
NOW, THEREFORE, the Plan is hereby amended as follows: 1.Increase in Number of Shares Subject to the Plan. Section 6.1(a) of the Plan is amended to read in its entirety as follows: Subject to adjustment as described in Section 7 below, the aggregate number of Shares that may be delivered to Participants or their Beneficiaries pursuant to all Awards granted under the Plan shall not exceed 4,900,000. In addition, and subject to adjustment as described in Section 7 below, Shares subject to outstanding Awards under the 2012 Plan (up to a maximum of 3,104,702 Shares) that terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, vested or paid in Shares after the Effective Date shall be added to the share reserve under the Plan . 2.Effective Date. The increase in the number of shares of Common Stock issuable under the Plan pursuant to Section 1 of this Amendment shall be effective upon receipt of approval for such increase by the Company’s shareholders, and shall be subject to and contingent upon receipt of such approval. |
Ryder System, Inc. | |
73 |
Years ended December 31, | ||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | 2014 | CAGR % | ||||||||
(In thousands) | ||||||||||||||
DTS Total Revenue | 1,417,483 | 1,417,483 | 1,095,645 | 1,020,895 | 895,538 | 899,802 | 10% | |||||||
Subcontracted Transportation | (299,471 | ) | (315,963) | (191,725 | ) | (143,402 | ) | (61,202 | ) | (72,045 | ) | |||
Fuel | (145,318 | ) | (146,813) | (114,626 | ) | (103,174 | ) | (119,883 | ) | (166,529 | ) | |||
DTS Operating Revenue | 972,694 | 870,537 | 789,294 | 774,319 | 714,453 | 661,228 | 8% | |||||||
DTS EBT | 81,149 | 61,236 | 55,346 | 63,611 | 45,800 | 44,556 | 13% |