RYDER SYSTEM INC (R)
Sector: Industrials
2026 Annual Meeting Analysis
RYDER SYSTEM INC · Meeting: May 1, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Newly joining the board in 2026 as incoming CEO, Diez is exempt from the TSR trigger under the 24-month new-director rule, and his deep operational experience at Ryder makes him well-qualified.
Ryder's 3-year stock return of 124.6% outperforms the peer group median by +110.4pp, well below the 50pp trigger threshold for strong-positive TSR, so no TSR flag applies; Eck has relevant supply-chain and CEO experience and met all attendance requirements.
No TSR underperformance trigger applies given Ryder's strong outperformance of peers; Hagemann is a former CFO with extensive financial expertise appropriate for Audit Committee service.
No TSR trigger applies; Hilton serves as Lead Independent Director with strong operational and CEO-level experience, though his service on three additional public company boards (Jeld-Wen, Lincoln Electric, Regal Rexnord) is noted — the company's own policy permits up to four outside boards and the board has affirmed he has adequate time.
No TSR underperformance trigger applies; Lundgren brings executive leadership and finance expertise, and recently retired from her CEO role at Radius Recycling, freeing up capacity for board service.
No TSR trigger applies; Nieto has relevant operational and brand management experience and has served since 2007 with consistent meeting attendance.
No TSR trigger applies; Nord is a former CEO and CFO with strong financial acumen and is appropriately serving as Audit Committee Chair.
Newly appointed in January 2026, Romo is exempt from the TSR trigger under the 24-month new-director rule; her background as CFO of Southwest Airlines makes her well-suited for Audit and Finance Committee roles.
As the outgoing CEO transitioning to Executive Chair, Sanchez is subject to the TSR trigger, but Ryder's 3-year return of 124.6% outperforms the peer group median by +110.4pp — far exceeding the company's own strong-positive TSR threshold of 50pp — so no TSR flag applies, and Say on Pay received 98% support in 2025.
No TSR trigger applies; Stockton brings asset management and risk expertise and his current service on Deere and Target is within permissible limits.
Joined in 2022, just over 24 months ago, and while technically past the new-director exemption window, Ryder's strong outperformance of peers means the TSR trigger does not apply in any case; his technology and operations background adds value to the board.
All eleven director nominees receive a FOR recommendation. Ryder's 3-year stock return of 124.6% outperforms the company-disclosed peer group median by +110.4 percentage points, which is well below the 50pp underperformance threshold required to trigger a No vote under the strong-positive TSR band. No overboarding, attendance, independence, or qualifications issues were identified. Two nominees (Diez and Romo) joined in 2026 and are exempt from the TSR trigger under the 24-month new-director rule.
Say on Pay
✓ FORCEO
Robert E. Sanchez
Total Comp
$10,178,386
Prior Support
98%%
CEO total compensation of approximately $10.2 million is reasonable for a company of Ryder's size and complexity in the industrials sector, and approximately 89% of the CEO's pay is variable and tied to performance — well above the 50-60% policy minimum. The company's 3-year stock return of 124.6% substantially outperforms the peer group median by +110.4 percentage points, confirming that above-target incentive payouts (the 2023-2025 long-term plan paid out at 168% of target) are aligned with strong shareholder returns. The pay program includes meaningful clawback provisions, double-trigger change-of-control protections, and received 98% shareholder support in 2025, reflecting broad alignment between pay and performance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
20 yrs
Audit Fees
$5,500,000
Non-Audit Fees
$100,000
Non-audit fees (tax compliance services only) totaled $0.1 million against audit fees of $5.5 million, a ratio of about 1.8% — well below the 50% threshold that would raise independence concerns. PwC has audited Ryder continuously since 2006 (approximately 20 years), which is below the 25-year tenure threshold that would trigger a No vote. No material restatements were disclosed, and PwC is a Big 4 firm fully appropriate for a $7.5 billion company.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Regarding Independent Board Chair
John Chevedden is a credible individual governance activist whose proposals deserve serious consideration, but this specific proposal has been put to shareholders at least twice (2019 and 2023) and rejected both times, and the proxy does not disclose the prior-year vote percentages needed to assess whether support was approaching a meaningful threshold. Ryder already has a strong Lead Independent Director with real authority — including the ability to call meetings, set agendas, and engage shareholders independently — which provides meaningful independent oversight even without a formally separate Chair. With a CEO transition actively underway (the outgoing CEO is moving to Executive Chair to support the incoming CEO), requiring an independent Chair immediately would disrupt a transition the board and a clear majority of shareholders have repeatedly supported, making a FOR vote difficult to justify at this time.
Overall Assessment
Ryder's 2026 annual meeting ballot is straightforward: the company has delivered exceptional 3-year stock returns of 124.6% — outperforming its compensation peer group by over 110 percentage points — which supports FOR votes across all board and management proposals. The one contested item is a shareholder proposal from John Chevedden requesting a mandatory independent Board Chair, which we recommend AGAINST given repeated shareholder rejection of the same proposal, the presence of a strong Lead Independent Director, and an active CEO transition that warrants board flexibility.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing