Not independent
Tenure on this board
0.2 yrs
Also a director at
Trinity Industries Inc (TRN)
11 nominees · 4 ballot items.
Election of eleven directors; ratification of PwC as auditor; advisory vote to approve executive compensation (Say-on-Pay); advisory vote on shareholder proposal to require an independent Board Chair (shareholder proposal to separate CEO and Chair).
Elect eleven directors to serve one-year terms expiring at the 2027 Annual Meeting.
Ratify appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
The advisory proposal asks shareholders to approve the Company's executive compensation as disclosed. Management seeks approval to validate its pay-for-performance philosophy, retention and incentive structures, and to continue using its compensation framework aligning executive pay with long-term shareholder value. The Board recommends "FOR" citing robust design features: majority of CEO pay at-risk, multi-year performance-based equity, robust governance processes including independent compensation consultant, rigorous metrics (ROE, free cash flow, strategic revenue growth, comparable EBITDA), recoupment/clawback policies, and shareholder engagement with high prior Say-on-Pay support. A vote FOR signals shareholder endorsement of the Committee's approach; a vote AGAINST would require the Board to engage with shareholders and potentially revisit program design. The recommendation is non-binding, but the Board commits to consider voting outcomes in future compensation decisions.
Shareholder proposal requests the Board adopt a policy to separate the roles of CEO and Chair so that the Chair is an independent director.
The shareholder proposal requests that Ryder adopt a policy to separate the roles of Board Chair and CEO and require the Chair be an independent director, arguing this change would strengthen oversight, reduce conflicts, and improve accountability, especially in light of operational challenges and stock volatility in 2025. The proponent, John Chevedden, cites specific 2025 events (earnings miss, revenue flatness, freight downturn, used vehicle inventory decisions and stock declines) to support the claim that independent oversight is needed. Management recommends voting AGAINST, contending shareholders previously rejected similar proposals in 2023 and 2019, that existing governance (majority independent directors, strong Lead Independent Director, independent sessions) provides sufficient oversight, and that mandatory separation could constrain CEO candidate pools and impede succession planning; the Board argues an Executive Chair during the CEO transition better serves shareholder interests. The Board's opposition emphasizes flexibility to set leadership structure based on company circumstances, references prior shareholder votes, and highlights the imminent CEO transition as a reason to retain discretion rather than adopt a binding policy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.1% | 2,745,717 | $562M |
| 2 | BlackRock, Inc. | 5.8% | 2,230,670 | $457M |
| 3 | STATE STREET CORP | 4.8% | 1,855,861 | $380M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 1,639,174 | $336M |
| 5 | EARNEST PARTNERS LLC | 3.9% | 1,519,439 | $311M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.9% | 1,508,868 | $309M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 3.7% | 1,419,801 | $291M |
| 8 | LSV ASSET MANAGEMENT | 3.3% | 1,265,731 | $259M |
| 9 | BlackRock, Inc. | 3.1% | 1,212,894 | $248M |
| 10 | FIRST TRUST ADVISORS LP | 2.6% | 1,010,320 | $207M |
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