Message From The Chair

At Ryder, we are proud of our long-standing legacy, which has been built on customer service, sound ethics, corporate governance and integrity. We continue to be committed to these sound principles that have served our Company and our stakeholders so well over many years.

Ryder's Board of Directors is charged with overseeing the management of the Company and its business to enhance long-term value for our shareholders and ensure the continuity and vitality of the Company. The Board's fundamental governance policies and practices are set forth in our Corporate Governance Guidelines. These guidelines reflect the Board's ongoing commitment to maximizing the effectiveness of policy and decision-making at both the Board and senior management levels.

Ryder employees throughout the world are expected to conduct business in accordance with the highest ethical standards. These expectations are reinforced in our Principles of Business Conduct. The principles apply in every location in which we do business around the world, as well as to every employee, officer, director and member of our Board of Directors. Our employees know that Ryder's ability to remain an ethical leader in the business community rests on the actions of every single employee in the organization. We also established a Code of Conduct for our suppliers to ensure that they too understand the importance we place on maintaining the highest ethical and legal standards.

Although it is important that we continue to grow our business, we cannot do so at the expense of violations of the law or through any type of action or dealings that could undermine our hard-earned reputation. To that end, the Company maintains a Global Compliance group that advises employees on compliance and ethics issues, conducts regulatory, compliance and ethics reviews, ensures management is addressing risk areas, maintains oversight over the Company's reporting mechanisms, conducts and supervises investigations, and develops training and policies for employees worldwide.

We have earned and maintained our solid reputation by consistently doing what we say we are going to do, sharing information in an accurate and complete manner and dealing honestly with our stakeholders. We are committed to providing our investors, employees, customers and the public with the information that gives a clear and transparent description of our business operations and performance.

Maintaining these high standards of governance and ethical behavior is important to our long-term growth and success. We take seriously our responsibility to ensure that our Company conducts business fairly, honestly and ethically at all levels of the organization. These are the values on which Ryder's foundation was built and that continue to set us apart in the marketplace.

Robert E. Sanchez

Sanchez Signature

Chair of the Board and CEO
Ryder System, Inc.

Governance Fact Sheet


Board of Directors
Size of Board 11 members
Number of Independent Directors 10
Separate Chair & CEO No
Strong Lead Independent Director Yes
Annual Director Elections Yes
Number of Board meetings held in 2019 7
Board is elected by majority of votes cast Yes
Annual Board and Committee Evaluation Yes
Each may serve on no more than four other public boards Yes
CEO may serve on no more than two other public boards Yes
Mandatory retirement age for directors Yes
Directors are required to submit a resignation upon a substantive change in career Yes

Board Committees
Audit Committee
Independent Audit Committee
Yes
Number of Financial Experts on Audit Committee 5 of 5
Number of Audit Committee meetings held in 2019 10
Audit Committee members may serve on three or less public company audit committees Yes
Compensation Committee
Independent Compensation Committee
Yes
Number of Compensation Committee meetings held in 2019 6
Corporate Governance and Nominating Committee
Independent Corporate Governance and Nominating Committee
Yes
Number of Corporate Governance and Nominating Committee meetings held in 2019 5
Finance Committee
Independent Finance Committee
Yes
Number of Finance Committee meetings held in 2019 7

Governance Polices and Practices
Corporate Governance Guidelines approved by the Board Yes
Independent Directors hold meetings without management present Yes, at every regularly scheduled meeting
Proxy Access Shareholders owning 3% of Ryder shares for 3 years may nominate greater of 20% of Board or 2 directors; groups of up to 25 shareholders permitted
Supermajority voting provisions None
Poison Pill No
Stock Ownership guidelines for CEO 6 x Base Salary
Stock ownership guidelines for other Officers 3 x Base Salary
Stock ownership guidelines for Directors 6 x Annual Cash Retainer
Hedging and pledging by Executive Officers and Directors prohibited Yes
Clawback Policy Yes
Robust Enterprise Risk Management (ERM) Program Yes
Robust Corporate Compliance and Ethics Program Yes
Code of Ethics Yes
Disclosure Committee function for financial reporting practices Yes

Updated: February 2020

Board of Directors

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.

Robert J. Eck, Lead Independent Director

Portrait

Mr. Eck served as Director and Chief Executive Officer of Anixter International, Inc. (Anixter), a global distributor of network and security solutions, electrical and electronic solution, 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 – Physical Security Products and Integrated Supply of Anixter Inc.

Other Public Board Memberships
A past director of Anixter International, Inc. (until June 2020)

Director since:
May 2011

Committees:

  • Compensation
  • Corporate Governance and Nominating (Chair)

Robert A. Hagemann, Director

Portrait

Mr. Hagemann served as Senior Vice President and Chief Financial Officer of Quest Diagnostics Incorporated until he retired in 2013. Mr. Hagemann joined Quest’s predecessor, Corning Life Sciences, Inc., in 1992, and held roles of increasing responsibility until he was named Chief Financial Officer of Quest in 1998. Prior to joining Corning, Mr. Hagemann held senior financial positions at Prime Hospitality, Inc. and Crompton & Knowles, Inc. He also held various positions in corporate accounting and audit at Merrill Lynch and Company and Ernst & Young.

Other Public Board Memberships

  • Graphic Packaging Holding Company
  • Zimmer Biomet Holdings, Inc.

Director since:
August 2014

Committees:

  • Audit
  • Finance

Michael F. Hilton, Director

Portrait

Mr. Hilton served as President and Chief Executive Officer of Nordson Corporation, an engineering and manufacturing company, from 2010 until his retirement 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 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

  • Regal Beloit Corporation
  • Lincoln Electric
  • A past director of Nordson Corporation (until December 31, 2019)

Director since:
July 2012

Committees:

  • Compensation
  • Corporate Governance and Nominating

Tamara L. Lundgren, Director

Portrait

Ms. Lundgren serves as President and Chief Executive Officer of Schnitzer Steel Industries, Inc., a position she has held since 2008. Schnitzer Steel is one of the largest manufacturers and exporters of recycled ferrous metal products in the United States. 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

  • Member of the Board of Directors of the Federal Reserve Bank of San Francisco
  • Member of the Executive Committee member of the U.S. Chamber of Commerce

Director since:
October 2012

Committees:

  • Audit
  • Corporate Governance and Nominating

Luis P. Nieto, Director

Portrait

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

Other Public Board Memberships
A past director of AutoZone, Inc. (until December 2019)

Director since:
February 2007

Committees:

  • Compensation
  • Finance

David G. Nord, Director

Portrait

Mr. Nord serves as Chairman and Chief Executive Officer of Hubbell Incorporated, an international manufacturer of electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications. Mr. Nord has held this position since May 2014, and prior to that served as President and Chief Executive Officer of Hubbell since January 2013.

Mr. Nord joined Hubbell in 2005 as Senior Vice President and Chief Financial Officer, and subsequently served as President and Chief Operating Officer from 2012 to 2013. Prior to joining Hubbell, Mr. Nord held various senior financial positions at United Technologies Corporation, including Vice President and Controller as well as Vice President of Finance and Chief Financial Officer of Hamilton Sundstrand Corporation, one of its principal subsidiaries.

Other Public Board Memberships
Hubbell Incorporated

Director since:
March 2018

Committees:

  • Audit (Chair)
  • Finance

Robert E. Sanchez, Chair

Portrait

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

Other Public Board Memberships
Texas Instruments Incorporated

Other Relevant Experience
Member of the Board of Directors of the Truck Renting and Leasing Association

Director since:
January 2013

Abbie J. Smith, Director

Portrait

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. Ms. Smith 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 Relevant Experience
Trustee of certain Chicago-based UBS Funds

Director since:
July 2003

Committees:

  • Audit
  • Finance (Chair)

E. Follin Smith, Director

Portrait

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

Other Public Board Memberships

  • A past director of Discover Financial Services (until May 2014)
  • A past director of Kraft Foods Group (until July 2015)

Director since:
July 2005

Committees:

  • Compensation (Chair)
  • Corporate Governance and Nominating

Dmitri L. Stockton, Director

Portrait

Mr. Stockton most recently served as Senior Vice President and Special Advisor to the Chairman of General Electric Company (GE) from 2016 until his retirement in 2017. GE is a multinational industrial company that provides power and water, aviation, oil and gas, healthcare, appliances and lighting, energy management, transportation and financial services.

Mr. Stockton joined GE in 1987 and held various positions of increasing responsibility during his 30 year tenure. From 2011 to 2016, Mr. Stockton served as Chairman, President and Chief Executive Officer of GE Asset Management, a global asset management company affiliated with GE, and as Senior Vice President of GE. From 2008 to 2011, he served as President and Chief Executive Officer for GE Capital Global Banking and Senior Vice President of GE in London, UK. He previously also served as President and Chief Executive Officer for GE Consumer Finance for Central and Eastern Europe.

Other Public Board Memberships

  • Deere & Company
  • Target Corporation
  • Stanley Black & Decker

Director since:
March 2018

Committees:

  • Compensation
  • Finance

Hansel E. Tookes, II, Director

Portrait

Mr. Tookes served as President of Raytheon International 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 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.)
  • A past director of Harris Corporation (until June 2019)

Director since:
September 2002

Committees:

  • Audit
  • Corporate Governance and Nominating

Contact the Board

Interested parties are invited to communicate any questions or concerns they may have to the independent members of Ryder's Board of Directors through the Ryder Hotline at 1-800-815-2830 (7 days a week/24 hours a day).

Alternatively, the Board can be contacted online or by mail to Ryder System, Inc., Independent Directors, c/o Corporate Secretary, 11690 NW 105 Street, Miami, FL 33178.

All communications will be treated confidentially and anonymously upon the request of the interested party.

Any concerns relating to accounting, internal accounting controls or auditing matters will be directed to the Audit Committee of Ryder's Board of Directors.

Committee Composition

Committee Charters

The following Board Committee Charters outline the duties, responsibilities, composition and structure of each Committee: