Ryder System (R) Proxy Filing summary

Executive summary

• 2022 results included record adjusted ROE of ~29%, up 840 bps YoY; revenue of $12 billion, up 24%; and comparable EBITDA of ~$2.7 billion.

• The Board urged votes FOR all 11 director nominees and AGAINST the mandatory independent Board Chair proposal.

Voting matters and shareholder proposals

• Proposal 1 seeks election of 11 director nominees; the Board recommends voting FOR each nominee.

• Proposal 6 seeks a mandatory independent Board Chair; the Board recommends voting AGAINST, citing the existing Lead Independent Director role and shareholder support for the current structure.

• A substantially identical independent-chair proposal was rejected in 2019; director nominee Robert E. Sanchez averaged ~95% shareholder approval over the prior five years.

Board of directors and corporate governance

• More than 50% of the 11 nominees are diverse by race, gender and ethnicity, including three racially or ethnically diverse directors; gender diversity among independent directors has been 30% since 2012.

• The Board is 91% independent; its Lead Independent Director typically serves a five-year term and can call Board meetings, shape agendas, liaise with directors and management, and oversee CEO and Board evaluations.

• The Board annually reviews its composition and evolving needs, adding skills and experience as needed; it also evaluates leadership structure annually and during CEO or Board leadership changes.

• The Board supports a combined CEO and Chair role with a strong Lead Independent Director, arguing it enables coordinated communication and strategy execution while preserving independent oversight.