RYDER SYSTEM INC
For the period ended May 1, 2026. Filed Mar 11, 2026.
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May 1, 2026 · Filed Mar 11, 2026
Contents
PROXY SUMMARY
PROXY SUMMARY
This proxy summary provides selected highlights of information contained elsewhere in this proxy statement. Please read the entire proxy statement before voting.
ANNUAL MEETING OF SHAREHOLDERS
| Date: | May 1, 2026 |
|---|---|
| Time: | 10:00 a.m. Eastern Time |
| Location: | The Breakers Palm Beach, One South County Road, Palm Beach, Florida 33480 |
| Record Date: | March 2, 2026 |
Voting:
Each share of the Company's common stock held by you at the close of business on March 2, 2026 (the "record date") is entitled to one vote on each matter that is properly submitted for a vote at the 2026 Annual Meeting of Shareholders (the "Annual Meeting").
How:
| By Internet | 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 | 18 |
| No. 2 | Ratification of PricewaterhouseCoopers LLP as Independent Auditor | FOR | 26 |
| No. 3 | Advisory Vote on Executive Compensation | FOR | 59 |
| No. 4 | Advisory Vote on Shareholder Proposal regarding Independent Board Chair | AGAINST | 60 |
| Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 1 |
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Proxy Summary
2025 RYDER HIGHLIGHTS
In 2025, Ryder generated earnings growth and solid returns, reflecting the benefits of our transformed business model and execution of our strategic initiatives. Under the skilled leadership of our management team, in 2025, we reported:
| $11.99 EPS | $12.7BTOTAL REVENUE | 17%ADJUSTED ROE | $2.6BOPERATING CASH FLOW |
|---|---|---|---|
| •Diluted earnings per share ("EPS") from continuing operations of $11.99, up from $11.06 in prior year•Comparable EPS* of $12.92, up from $12.00 in prior year | •Total revenue of $12.7B•Operating revenue* of $10.4B | •Solid adjusted ROE* ("ROE") during prolonged freight market downturn | •Net cash provided by operating activities from continuing operations ("operating cash flow") of $2.6B•Free cash flow* of $946M |
| 146% TSR | $499MNET EARNINGS | RESILIENT CONTRACTUAL BUSINESSES | DRIVING VALUE FOR CUSTOMERS |
| •Absolute three-year total shareholder return ("TSR") of 146%, well above respective TSR of S&P 400 MidCap (+42%) and Dow Jones Transportation average (+36%) | •Net earnings growth, up from $489M in prior year•Comparable EBITDA* increased to $2.9B, from $2.8B in prior year | •Strategic initiatives drove contractual earnings growth across all of our businesses | •Exceeded targeted overall score on customer engagement surveys across all businesses. |
For more information relating to the Company's 2025 financial performance, please review our 2025 Annual Report.
- Comparable EBITDA, comparable EPS, free cash flow, operating revenue and certain elements of ROE are non-GAAP financial measures. For a reconciliation of the non-GAAP financial measures to the most comparable GAAP measures, as well as the reasons why management believes these measures are useful to shareholders, refer to "Non-GAAP Financial Measures" on page 43 and "Financial Resources and Liquidity" on page 36 of our 2025 Annual Report.
CORPORATE GOVERNANCE HIGHLIGHTS
| 4 | Strong Lead Independent Director who is engaged and skilled, with authority to call meetings, develop meeting agendas and engage with shareholders, as appropriate | 4 | Robust Board oversight of risk management and strategic planning, with in-depth annual review process and regular updates throughout the year |
| 4 | Thoughtful and robust Board composition tailored to the needs of the Company, with our Executive Chair remaining on the Board to support our incoming CEO, and all other directors being independent | 4 | Strong Board oversight of management and director succession planning, reflected in the thorough and deliberate CEO transition process overseen by the Board and the addition of a new independent director |
| 4 | All independent directors meet in outside director sessions without management at each Board meeting | 4 | Frequent shareholder engagement; we annually reach out to holders constituting a majority of our outstanding shares to request feedback on various matters |
| 4 | Robust stock ownership requirements; 6x annual salary or annual retainer for CEO and directors, as applicable, and 3x annual salary for other named executive officers ("NEOs") | 4 | Routinely evaluate our governance policies, incorporating shareholder feedback and making enhancements, as appropriate |
| 4 | Annual director elections with majority voting standards and regular evaluations of our Board and committees | 4 | Robust Principles of Business Conduct and Supplier Code of Conduct |
| 4 | We prohibit our executive officers and directors from hedging or pledging Ryder stock | 4 | Published 2024 Corporate Sustainability Report ("CSR") that references global reporting frameworks |
| Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 2 |
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Proxy Summary
BOARD HIGHLIGHTS
| BOARD OF DIRECTORS | |||||
|---|---|---|---|---|---|
| Name | Age | Director Since | Professional Background | Independent | Committee Memberships |
| John J. Diez (1) | 55 | 2026 | President and Chief Operating Officer of Ryder System, Inc. | ||
| Robert J. Eck | 67 | 2011 | Retired CEO of Anixter International, Inc. | ü | ú Compensation ú Governance |
| Robert A. Hagemann | 69 | 2014 | Retired CFO of Quest Diagnostics Incorporated | ü | ú Audit ú Finance |
| Michael F. Hilton | 71 | 2012 | Retired President and CEO of Nordson Corporation | Lead Independent Director | ú Compensation (Chair) ú Governance |
| Tamara L. Lundgren | 68 | 2012 | Retired Chairman, President and CEO of Radius Recycling | ü | ú Audit ú Governance (Chair) |
| Luis P. Nieto, Jr. | 70 | 2007 | Retired President of the Consumer Foods Group for ConAgra Foods Inc. | ü | ú Compensation ú Finance |
| David G. Nord | 68 | 2018 | Retired Executive Chairman of Hubbell Incorporated | ü | ú Audit (Chair) ú Finance |
| Tammy Romo (2) | 63 | 2026 | Retired EVP, CFO of Southwest Airlines Co. | ü | ú Audit ú Finance |
| Robert E. Sanchez (1) | 60 | 2013 | Board Chair and CEO of Ryder System, Inc. | ||
| Abbie J. Smith (3) | 72 | 2003 | Professor of Accounting at the University of Chicago Booth School of Business | ü | ú Audit ú Finance |
| Dmitri L. Stockton | 61 | 2018 | Retired Chairman, President and CEO of GE Asset Management | ü | ú Compensation ú Finance (Chair) |
| Charles M. Swoboda | 59 | 2022 | Retired Chairman, President and CEO of Cree, Inc. | ü | ú Audit ú Governance |
(1) As previously announced, effective March 31, 2026, Mr. Sanchez will retire as CEO and assume the role of Executive Chair. At such time, Mr. Diez will succeed him as CEO and be appointed to the Board. For more information regarding the CEO transition, please refer to page 11 of this proxy statement.
(2) As previously announced, Ms. Romo was appointed a director effective January 5, 2026.
(3)As previously announced, Ms. A. Smith will be retiring from the Board, effective as of the date of the Annual Meeting, and is therefore not standing for re-election. The information presented in the graphic below excludes Ms. A. Smith.
| 11 directorswith public company senior leadership experience | 11 directorswith operational experience | 9 directorswith transportation & logistics experience | 9 directorswith financial, accounting & capital markets experience | 11 directorswith business development/M&A experience | 9 directorsbrand management/corporate strategy/ product development experience |
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| Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 3 |
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Proxy SummaryInformation About Our Annual Meeting
EXECUTIVE COMPENSATION HIGHLIGHTS
Compensation Practices
| 4 | Directly link pay with Company performance; majority of pay in performance-based compensation | 4 | Balance between cash and equity that appropriately incentivizes executives to create long-term value |
| 4 | Incentive awards use a variety of distinct metrics with maximum threshold payouts to avoid overemphasis on one metric or excessive risk taking | 4 | Three-year performance periods and targets for long-term performance-based awards |
| 4 | Incentive awards include double trigger and clawback provisions; maintain NYSE-compliant executive recoupment policy, as well as separate recoupment policy above and beyond those requirements | 4 | Annual Say-on-Pay vote; in 2025, we received over 98% support for compensation paid to our executives |
| 4 | No tax gross-ups or excessive parachute payments for equity awards | 4 | Engage an independent compensation consultant to evaluate executive compensation |
Key 2025 Compensation Actions
| 4 | 89% of our CEO's total direct compensation performance-based and considered "at risk" | 4 | All performance-based metrics in Long-Term Incentive Plan ("LTIP") and Annual Incentive Plan ("AIP") have payouts ranging from 0% to 200% |
| 4 | Base salary increases for each NEO as a result of annual salary review process | 4 | Continued use of distinct and complimentary metrics in both AIP and LTIP, reflecting shareholder alignment |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.