governance

The Board of Directors is responsible for overseeing the management of Ryder’s business. The Board’s goal is to enhance long-term value for Ryder’s shareholders and to ensure the continuity and vitality of Ryder’s businesses. To assist it in carrying out its duties, the Board has established and delegated certain authority to the following four Committees: Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee.

In addition, the Board has adopted Corporate Governance Guidelines to further its long-standing goal of providing effective governance of Ryder’s business and corporate affairs.

The Board consists of eleven members, ten of which are independent pursuant to the independence standards set forth in Ryder’s By-Laws and those required by the New York Stock Exchange. Following is background information relating to Ryder’s Board members. This information reflects information set forth in Ryder’s most recent proxy statement and any public announcements regarding any director joining or leaving the Board since the date of the proxy statement.

John M. Berra , , , Director

Mr Berra, 65, served as Chairman of Emerson Process Management, a global leader in providing solutions to customers in process control, and Executive Vice President of Emerson Electric Company, until he retired in October 2010. Prior to October 2008, he served as President of Emerson Process Management. Mr. Berra joined Emerson’s Rosemount division as a marketing manager in 1976 and thereafter continued assuming more prominent roles in the organization until 1997 when he was named President of Emerson’s Fisher-Rosemount division (now Emerson Process Management). Prior to joining Emerson, Mr. Berra was an instrument and electrical engineer with Monsanto Company.

Other Public Board Memberships
•  National Instruments Corporation

Other Relevant Experience
•  A past Advisory Director to the Board of Directors of Emerson Electric Company (until October 2010)

Mr. Berra was elected to the Board of Directors in 2003 and is a member of the Compensation Committee and the Finance Committee.

Robert J. Eck , , , Director

Mr. Eck, 54, is President and Chief Executive Officer of Anixter International, Inc. (Anixter), a global distributor of communications and security products, electrical and electronic wire and cable, fasteners and other small components. He also serves as President and Chief Executive Officer of subsidiary Anixter Inc. Mr. Eck has held both positions since 2008. From 2007 to 2008, he 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 - Physical Security Products and Integrated Supply of Anixter Inc. Mr. Eck joined Anixter in 1989 and held roles of increasing responsibility in strategy, supply chain management, sales and marketing, and human resources.

Other Public Board Memberships
•  Anixter

Mr. Eck was elected to the Board of Directors in 2011 and is a member of the Compensation Committee and the Corporate Governance and Nominating Committee.

L. Patrick Hassey , , , Director

Mr Hassey, 67, served as Chairman and Chief Executive Officer of Allegheny Technologies Incorporated (ATI), a global leader in the production of specialty materials until he retired in May 2011. He also served as President of ATI until August 2010. Mr. Hassey became Chairman in 2004 and President and Chief Executive Officer in 2003. Prior to October 2003, Mr. Hassey served as an outside management consultant to ATI executive management. Before joining ATI, Mr. Hassey served as Executive Vice President and a member of the corporate executive committee of Alcoa, Inc. from May 2000 until his early retirement in February 2003. He served as Executive Vice President of Alcoa and Group President of Alcoa Industrial Components from May 2000 to October 2002. Prior to May 2000, Mr. Hassey served as Executive Vice President of Alcoa and President of Alcoa Europe, Inc.

Other Public Board Memberships
•  Alpha Natural Resources, Inc.

Mr. Hassey was elected to the Board of Directors in 2005 and is the Chair of the Compensation Committee and a member of the Corporate Governance and Nominating Committee.

Michael F. Hilton , , , Director

Mr. Hilton, 58, is President and Chief Executive Officer of Nordson Corporation, a position he has held since he joined Nordson in 2010. Nordson engineers, manufactures and markets products and systems used for dispensing adhesives, coatings, sealants, biomaterials and other materials in a wide variety of end markets. Prior to joining Nordson, Mr. Hilton served as Senior Vice President and General Manager of Air Products & Chemicals, Inc. from 2007 until 2010 with specific responsibility for leading the company's global Electronics and Performance Materials segment. Mr. Hilton joined Air Products in 1976 where he held roles of increasing responsibility in a variety of staff, management and operations positions. Air Products serves customers in industrial, energy, technology and healthcare markets worldwide with a unique portfolio of atmospheric gases, process and specialty gases, performance materials, equipment and services.

Other Public Board Memberships
•  Nordson Corporation

Mr. Hilton was elected to the Board of Directors in 2012 and is a member of the Compensation Committee and the Corporate Governance and Nominating Committee.

Tamara L. Lundgren , , , Director

Ms. Lundgren, 55, is President and Chief Executive Officer of Schnitzer Steel Industries, Inc., a position she has held since 2008. Schnitzer Steel is one of the largest manufacturers and exporters of recycled ferrous metal products in the United States with $3.3 billion in annual revenue and 119 operating facilities in the U.S., Puerto Rico and Canada. Ms. Lundgren joined Schnitzer Steel in 2005 as Chief Strategy Officer and subsequently served as Executive Vice President and Chief Operating Officer from 2006 until 2008. Prior to joining Schnitzer Steel, Ms. Lundgren was a managing director at JP Morgan Chase in London and managing director at Deutsche Bank AG in New York and London. Before joining Deutsche Bank, Ms. Lundgren was a partner at the law firm of Hogan & Hartson, LLP in Washington, D.C.

Other Public Board Memberships
•  Schnitzer Steel Industries, Inc.

Other Relevant Experience
•  Director of the Federal Reserve Bank of San Francisco, Portland

Ms. Lundgren was elected to the Board of Directors in 2012 and is a member of the Audit Committee and the Finance Committee.

Luis P. Nieto , , Jr , , Director

Mr Nieto, 57, served as President of the Consumer Foods Group for ConAgra Foods Inc. from 2007 until he retired in 2009. Mr. Nieto joined ConAgra in 2005 and held various leadership positions, including President of the Meats Group and Refrigerated Foods Group. ConAgra Foods is one of the largest packaged foods 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.

Other Public Board Memberships
•  AutoZone, Inc.

Mr. Nieto was elected to the Board of Directors in 2007 and is the Chair of the Finance Committee and a member of the Audit Committee.

Eugene A. Renna , , , Director

Mr Renna, 68, retired from ExxonMobil Corporation in January 2002 where he was an Executive Vice President. He was President and Chief Operating Officer of Mobil Corporation, and a member of its Board of Directors, until the time of its merger with Exxon Corporation in 1999. As President and Chief Operating Officer of Mobil, Mr. Renna was responsible for overseeing all of its global exploration and production, marketing and refining, and chemicals and technology business activities. Mr. Renna’s career with Mobil began in 1968 and included a range of senior management roles in marketing, refining, domestic and international operations, planning and economics.

Other Public Board Memberships
•  A past Director of Fortune Brands, Inc. (until December 2007)
•  A past Director of ExxonMobil (until January 2002)

Mr. Renna was elected to the Board of Directors in 2002 and is a member of the Compensation Committee and the Finance Committee.

Robert E. Sanchez , , , Chair of the Board, President and Chief Executive Officer

Robert E. Sanchez, 47, is Chair, President and Chief Executive Officer of Ryder System, Inc. Mr. Sanchez was appointed Chair of Ryder's Board in May 2013. He became President and Chief Executive Officer in January 2013, at which time he was also elected to Ryder's Board. Mr. Sanchez joined Ryder in 1993 and has served in positions in increasing responsibility, including a broad range of leadership positions in both of Ryder's business segments. Mr. Sanchez most recently served as President and Chief Operating Officer from February 2012 to December 2012. Prior to that position, he served as President of Global Fleet Management Solutions, Ryder's largest business segment, from September 2010 to February 2012. Mr. Sanchez also served as Executive Vice President and Chief Financial Officer from October 2007 to September 2010; as Executive Vice President of Operations, U.S. Fleet Management Solutions from October 2005 to October 2007; and as Senior Vice President and Chief Information Officer from January 2003 to October 2005. Mr. Sanchez has been a member of Ryder's Executive Leadership team since 2003.

Other Public Board Memberships
•  Texas Instruments Incorporated

Other Relevant Experience
•  Director of the Truck Renting and Leasing Association

Mr. Sanchez was elected to Ryder’s Board of Directors in 2013.

Abbie J. Smith , , , Director

Ms Smith, 59, is the Boris and Irene Stern Distinguished Service Professor of Accounting at the University of Chicago Booth School of Business. She joined their faculty 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
•  DFA Investment Dimensions Group Inc.
•  Dimensional Investment Group Inc.

Other Memberships
•  Trustee of certain Chicago-based UBS Funds

Ms. Smith was elected to the Board of Directors in 2003 and is the Chair of the Audit Committee and a member of the Finance Committee.

E. Follin Smith , , , Director

Ms Smith, 53, served as the Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Constellation Energy Group, Inc. until May 2007, then the nation’s largest competitive supplier of electricity to large commercial and industrial customers and the nation’s largest wholesale power seller. Ms. Smith joined Constellation Energy Group as Senior Vice President, Chief Financial Officer in June 2001 and was appointed Chief Administrative Officer in December 2003. Before joining Constellation Energy Group, Ms. Smith was Senior Vice President and Chief Financial Officer of Armstrong Holdings, Inc., the global leader in hard-surface flooring and ceilings. Prior to joining Armstrong, Ms. Smith held various senior financial positions with General Motors, including Chief Financial Officer for General Motors’ Delphi Chassis Systems division.

Other Public Board Memberships
•  Discover Financial Services
•  Kraft Foods Group


Ms. Smith was elected to the Board of Directors in 2005 and is the Board’s Lead Independent Director, the Chair of the Corporate Governance and Nominating Committee and a member of the Audit Committee.

Hansel E. Tookes, II , , , Director

Mr Tookes, 65, served as President of Raytheon International until he retired from Raytheon Company in December 2002. He joined Raytheon in September 1999 as President and Chief Operating Officer of Raytheon Aircraft Company. He was appointed Chief Executive Officer in January 2000 and Chairman in August 2000. Mr. Tookes became President of Raytheon International in May 2001. Prior to joining Raytheon in 1999, Mr. Tookes served as President of Pratt & Whitney’s Large Military Engines Group since 1996. He joined Pratt & Whitney’s parent company, United Technologies Corporation in 1980. Mr. Tookes was a Lieutenant Commander and military pilot in the U.S. Navy and later served as a commercial pilot with United Airlines.

Other Public Board Memberships
•  Corning Incorporated
•  NextEra Energy, Inc. (formerly FPL Group, Inc.)
•  Harris Corporation


Mr. Tookes was elected to the Board of Directors in 2002 and is a member of the Audit Committee and the Corporate Governance and Nominating Committee.

Updated: May 2013

Stock Quote: NYSE

Price 62.81

Change -1.21

Volume 543,730

% Change -1.89%

Intraday High 64.54

52 Week High 64.68

Intraday Low 62.26

52 Week Low 32.76

Today's Open 64.07

Previous Close 64.02

May 22, 2013 04:03 PM Pricing delayed 20 minutes