Ryder System (R) Proxy Filing summary

Executive summary

• 2023 revenue was $11.8 billion, comparable EPS was $12.95, adjusted ROE was ~19%, and 3-year absolute TSR was 103%; stock rose from a $77.43 low to $115.06 at year-end.

• Balanced growth delivered strong results despite a challenging freight environment; a strong balance sheet supported organic growth and strategic acquisitions in Supply Chain Solutions and Dedicated Transportation Services.

Voting matters and shareholder proposals

• For the May 3, 2024 annual meeting, the Board recommends FOR each director nominee in Proposal 1 and AGAINST shareholder Proposals 4 and 5.

• Proposal 4 targets set in 2020—10% lower Scope 1, 30% lower Scope 2 and 15% lower Scope 3 emissions by 2024—were achieved ahead of schedule.

• The Board opposes Proposal 4, citing developing standards for full Scope 3 measurement and the need to tailor targets to operational, financial, regulatory and other conditions.

• The Board opposes Proposal 5, saying existing CSR and CDP reporting covers relevant stakeholder impacts; an additional report would add cost and management burden with limited shareholder benefit.

Board of directors and corporate governance

• Nominees bring varied professional experience and backgrounds; a majority are diverse by race, gender and ethnicity, and independent directors have maintained 30% gender diversity since 2012.

• The Governance Committee annually evaluates Board composition and requires candidate slates to include diverse candidates.