DEF 14A: Ryder System, Inc. Announces Details for 2024 Annual Meeting of Shareholders
Definitive Proxy Statement
Ryder System, Inc. has released its proxy statement outlining the agenda and proposals for the 2024 Annual Meeting of Shareholders to be held on May 3, 2024.
Summary
- Ryder System, Inc. has announced details for its 2024 Annual Meeting of Shareholders, scheduled for May 3, 2024, at the Hotel Colonnade Coral Gables.
- Shareholders of record as of March 4, 2024, are eligible to vote on the election of eleven directors, ratification of PricewaterhouseCoopers LLP as the independent accounting firm, an advisory vote on executive compensation, and advisory votes on shareholder proposals.
- The company highlights its positive achievements in 2023, including $8.73 EPS, $406 million in net earnings, $11.8 billion in total revenue, 19% adjusted ROE, and $2.4 billion in operating cash flow.
- Ryder emphasizes its commitment to corporate governance, including a diverse and independent board, strong risk management oversight, and frequent shareholder engagement.
- The proxy statement includes information on executive compensation, director compensation, related person transactions, and other matters to be considered at the Annual Meeting.
Sentiment
Score: 7
Explanation: The document presents a generally positive outlook, highlighting strong financial performance and strategic initiatives. However, it also acknowledges certain risks and challenges, resulting in a moderately positive sentiment score.
Positives
- Ryder generated positive achievements in 2023, demonstrating strong returns despite a weak freight environment.
- The company achieved a 103% three-year total shareholder return, outperforming the S&P 400 MidCap and Dow Jones Transportation average.
- Ryder expanded its supply chain and dedicated services through acquisitions, driving value for customers.
- The company has a strong and diverse board of directors, with a majority of independent members.
- Ryder has a robust corporate governance framework, including strong risk management oversight and frequent shareholder engagement.
Risks
- The document mentions that regulatory efforts to address the effects of global warming and climate change have affected and will likely continue to affect Ryder's business operations.
- The document acknowledges that requirements to reduce vehicle emissions could reduce resell value and demand for Ryder's vehicles and services.
Future Outlook
The company believes progress on its initiatives positions it well for future revenue growth.
Industry Context
The document notes that the transportation sector is one of the largest contributors of greenhouse gas emissions in the United States, and transportation and logistics outsourcing businesses like Ryder are key to facilitating a successful energy transition for the sector.
Comparison to Industry Standards
- The document compares Ryder's TSR to the S&P 400 MidCap (+26%) and Dow Jones Transportation average (+32%).
- The document compares Ryder to DHL Group, which set a near-term target and committed to net zero through the Science Based Targets initiative (SBTi).
Related Party Transactions
- There were no related person transactions during 2023.
Stakeholder Impact
- The company is committed to the well-being of its employees, customers and the public, and to fostering talent and diversity throughout all levels of the organization.
- Ryder is committed to the local communities in which it lives and works, and Ryder employees donate their time, talent and money to improving those communities.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its 2024 Annual Meeting of Shareholders on May 3, 2024.
- The Board and management will review the results of the advisory votes and take them into account in future decisions.
Key Dates
| Date | Description |
|---|---|
| 2003 | Robert E. Sanchez has been a member of Ryder's Executive Leadership team since 2003. |
| 2005 | Tamara L. Lundgren joined SSI in 2005 as Chief Strategy Officer. |
| 2006 | PricewaterhouseCoopers LLP has audited our consolidated financial statements continuously since 2006. |
| 2007 | Luis P. Nieto served as President of the Consumer Foods Group for ConAgra from 2007 until he retired in 2009. |
| 2007-10 | Robert E. Sanchez served as Executive Vice President and Chief Financial Officer from October 2007 to September 2010. |
| 2007-12-31 | The Pension Plans were frozen for all participants as of December 31, 2007. |
| 2008 | Robert J. Eck served as CEO of Anixter International Inc. from 2008 until he retired in 2018. |
| 2008 | Dmitri L. Stockton served as President and CEO for GE Capital Global Banking and Senior Vice President of GE from 2008 to 2011. |
| 2008 | Tamara L. Lundgren was appointed President and CEO of SSI in 2008. |
| 2009 | Ryder has participated in the CDP since 2009. |
| 2010 | Michael F. Hilton served as the President and CEO of Nordson Corporation from 2010 until he retired in 2019. |
| 2010-09 | Robert E. Sanchez served as President of Global Fleet Management Solutions from September 2010 to February 2012. |
| 2011 | Dmitri L. Stockton served as Chairman, President and CEO of GE Asset Management from 2011 to 2016. |
| 2011 | Robert J. Eck has been a director since 2011. |
| 2012-02 | Robert E. Sanchez served as President and Chief Operating Officer from February 2012 to December 2012. |
| 2012 | Michael F. Hilton has been a director since 2012. |
| 2012 | Tamara L. Lundgren has been a director since 2012. |
| 2013-01 | Robert E. Sanchez was appointed President and CEO in January 2013. |
| 2013-05 | Robert E. Sanchez was appointed Chair of Ryder's Board in May 2013. |
| 2013 | Robert E. Sanchez has been a director since 2013. |
| 2013 | Robert A. Hagemann retired in 2013. |
| 2014-05 | David G. Nord served as Chief Executive Officer from May 2014 until he retired in October 2020. |
| 2014 | Robert A. Hagemann has been a director since 2014. |
| 2016 | Dmitri L. Stockton served as Senior Vice President and Special Advisor to the Chairman of General Electric Company from 2016 until he retired in 2017. |
| 2016-01-01 | Employees hired or rehired on or after January 1, 2016 will receive a 50% Company match of employee contributions of up to 6% of eligible pay, subject to IRS limits. |
| 2017-05-06 | Upon a Change of Control, our Equity Plan provides for double-trigger accelerated vesting of awards granted on or after May 6, 2017. |
| 2017 | Since 2017, Ryder has frequently earned B/Bscores in the CDP. |
| 2018 | Robert J. Eck retired in 2018. |
| 2018 | David G. Nord has been a director since 2018. |
| 2018 | Dmitri L. Stockton has been a director since 2018. |
| 2018 | Ryder set short-term targets to reduce Ryder fleet emissions (Scope 1) by 10%, building electricity emissions (Scope 2) by 30%, and downstream leased equipment emissions (the largest reported category of our Scope 3) by 15% below a 2018 baseline by 2024. |
| 2019 | Michael F. Hilton retired in 2019. |
| 2019 | Luis P. Nieto, Jr. was a past director of AutoZone, Inc. (until December 2019). |
| 2020 | Robert J. Eck has served as Lead Independent Director since 2020. |
| 2020 | Tamara L. Lundgren was appointed Chairman in 2020. |
| 2020 | David G. Nord served as Executive Chairman of Hubbell Incorporated until May 2021, and as Chief Executive Officer from May 2014 until he retired in October 2020. |
| 2020 | Charles M. Swoboda was a past director of Anixter (until June 2020). |
| 2020-12-31 | Effective December 31, 2020, the Pension Plans were frozen for all plan participants who were eligible to continue to participate effective December 31, 2007. |
| 2021 | The Audit Committee rotated the Company's lead engagement partner from PricewaterhouseCoopers LLP in 2021. |
| 2021 | Dmitri L. Stockton was a past director of Stanley Black & Decker (until December 2021). |
| 2021-02-10 | PBRSRs granted in 2021 could be earned based on the following performance metrics: (i) ROE (a non-GAAP financial measure), based on a three-year average ROE, (ii) strategic revenue growth, based on attainment of a three-year compounded annual growth rate (CAGR), and (iii) free cash flow (a non-GAAP financial measure), based on a three-year average. |
| 2022 | Charles M. Swoboda has been a director since 2022. |
| 2022 | Ryder published 2022 Corporate Sustainability Report. |
| 2022 | Tamara L. Lundgren was a past member of the Board of Directors of the U.S. Chamber of Commerce (until June 2022). |
| 2023-01-01 | Base salary increases were made for each of our NEOs, effective January 1, 2023: 3% for Messrs. Sanchez, Diez, Fatovic and Sensing; and 5% for Mr. Havens. |
| 2023-02 | In structuring our annual cash incentive awards, in February 2023, the Committee set target payout opportunities for each executive. |
| 2023-05-05 | Hansel E. Tookes, II, retired from the Board effective May 5, 2023. |
| 2023-11 | The Committee determined to exclude the acquisition of IFS Holdings, LLC, which the Company acquired in November 2023 for approximately $255 million, from the comparable EBITDA and operating revenue results of RSI and SCS. |
| 2023-09 | Triton International Inc. was removed from the TSR Peer Group per Ryder's Terms & Conditions, as it was acquired in September 2023. |
| 2023-12-31 | The three-year performance period for our 2021 LTIP awards ended on December 31, 2023. |
| 2023-12-31 | The Audit Committee reviewed the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023. |
| 2023-12-31 | The Executive Recoupment Policy is included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023. |
| 2023-12-31 | The 2023 annual total compensation of the median employee identified by the Company was $54,162. |
| 2023-12-31 | The 2023 annual total compensation of our CEO was $9,205,982. |
| 2024-01-01 | Acquired Cardinal Logistics in Q1 2024, expanding customized dedicated transportation solutions. |
| 2024 | Ryder was named by FORTUNE magazine as one of the World's Most Admired Companies for the 12th consecutive year, ranking as one of the top three companies within the Trucking, Transportation & Logistics category in 2024. |
| 2024 | Newsweek magazine also named us as one of America's Greatest Workplaces for Diversity in 2024. |
| 2024-03-04 | Record date for voting is March 4, 2024. |
| 2024-03-13 | This proxy statement and the form of proxy, along with our Annual Report on Form 10-K for the year ended December 31, 2023, and the shareholder letter, were first sent or given to shareholders on or about March 13, 2024. |
| 2024-03-13 | On March 13, 2024, we mail to our shareholders the Notice regarding internet availability of proxy materials containing instructions on how to access our proxy statement, Annual Report and shareholder letter online. |
| 2024-04-30 | To allow sufficient time for the trustee to vote, your voting instructions must be received by April 30, 2024 (the 'cut-off date'). |
| 2024-05-03 | The 2024 Annual Meeting of Shareholders will be held on May 3, 2024. |
| 2025 | Each director elected at the Annual Meeting will serve until Ryders 2025 Annual Meeting of Shareholders. |
| 2025-01-03 | We must receive proper notice of any other shareholder proposal to be submitted at the 2025 Annual Meeting of Shareholders (but not included in our proxy statement) no earlier than January 3, 2025 and no later than February 2, 2025. |
| 2025-02-02 | We must receive proper notice of any other shareholder proposal to be submitted at the 2025 Annual Meeting of Shareholders (but not included in our proxy statement) no earlier than January 3, 2025 and no later than February 2, 2025. |
| 2025-11-13 | If a shareholder wishes to submit a proposal for consideration at the 2025 Annual Meeting pursuant to Rule 14a-8(e) under the Exchange Act, and wants that proposal to appear in the Company's proxy statement for that meeting, the proposal must be submitted in writing to Ryder System, Inc., Attention: Corporate Secretary, 6000 Windward Parkway, Alpharetta, GA 30005, and received by the Company no later than November 13, 2024. |
Keywords
Annual Meeting, Shareholders, Proxy Statement, Executive Compensation, Corporate Governance, Board of Directors, Financial Performance, Ryder System, ESG, Sustainability
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