DEF 14A of Ryder System Inc, Mar 11, 2026

DEF 14A of Ryder System Inc

Filed Mar 11, 2026 · FY20250001628280-26-016651

Open on EDGAR

  1. Independence and Financial Expertise

    | Key Responsibilities | | | • | Oversee and approve our executive and director compensation plans, policies and programs | | • | Review industry trends and benchmark data, and determine whether compensation actions support key business objectives and pay-for-performance philosophy | | • | Approve compensation actions for direct reports to the CEO, and recommend compensation actions for the CEO for consideration by the independent directors | | • | Review and discuss results of shareholder advisory vote on executive compensation, the frequency of such vote and other shareholder input, and consider whether to recommend any adjustments to policies and practices based on this feedback | | • | Review and assess compensation policies from a risk management perspective | | • | Oversee the preparation of the Compensation Discussion and Analysis section of the Company's annual proxy statement, and determine whether to recommend it for inclusion in the proxy statement | | Independence | | | • | All members are independent |

  2. Other Policies and Practices Related to Director Service

    Other Policies and Practices Related to Director Service Limits on Other Directorships. To ensure our directors have adequate time to serve on our Board, we permit service on no more than four other public company boards (or two other public company boards for our CEO/Chair). Each director is within these thresholds. We have determined that each director nominee has adequate time to devote to service on our Board and provide valuable service to the Company in his or her role as a director. Board and Committee Meeting Attendance Requirements. Directors are expected to regularly attend Board and committee meetings. Directors who fail to attend 75% or more of our Board and committee meetings for two consecutive years must submit a letter of resignation, which the Board will determine whether to accept, taking into account the recommendation of the Governance Committee. All of our directors met the meeting attendance requirements in 2025. Resignation upon Change in Status. The Board also requires directors to submit a letter of resignation upon a substantial change in the nature of the director's employment or other significant responsibilities since the time of his or her election. The Board, upon review and recommendation by the Governance Committee, will determine whether the circumstances are consistent with the criteria for Board membership and whether it is appropriate for the director to continue service on the Board. Impairment of Ability to Serve. A director who experiences any other change in circumstances that may impair their ability to effectively serve on the Board, or that could result in negative attention to the Company or director, is required to immediately notify the Company and may be asked by the Board to submit a letter of resignation. Each director's principal occupation and other pertinent information about their particular experiences, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director appears on the following pages. If you are a beneficial shareholder and do not give your nominee instructions, your nominee does not have the ability to vote in favor of or against the director nominees. We therefore urge you to return your proxy card and vote your shares on this proposal. The Board recommends a vote FOR Proposal 1 (the election of each director nominee).

  3. Other Policies and Practices Related to Director Service

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 19 |

  4. Other Policies and Practices Related to Director Service

    | | Election of Directors (Proposal 1) |

  5. Other Policies and Practices Related to Director Service

    | DIRECTOR NOMINEES |

  6. Other Policies and Practices Related to Director Service

    | John J. Diez | | | | CURRENT BUSINESS OCCUPATION: Mr. Diez currently serves as President and Chief Operating Officer of Ryder. As previously announced, effective March 31, 2026, Mr. Diez will assume the role of CEO and join the Board. BUSINESS EXPERIENCE: Mr. Diez joined Ryder in 2002 and has served in various leadership and financial management roles, including as President and COO from January 2025 to March 2026. Prior to that position, he served as EVP and CFO, President of Fleet Management Solutions (Ryder's largest business segment), President of Dedicated Transportation Solutions, and Senior Vice President of Asset Management. Mr. Diez has been a member of Ryder's leadership team since 2015. Prior to joining Ryder, Mr. Diez was an audit senior manager at KPMG, LLP. OTHER PUBLIC BOARD MEMBERSHIPS: •Trinity Industries, Inc. OTHER RELEVANT EXPERIENCE: •Member of the Board of Directors of the U.S. Chamber of Commerce •Member of the Board of Directors of the Jackson Health Foundation QUALIFICATIONS: The Board nominated Mr. Diez as a director because of his leadership experience and expertise in transportation, supply chains/logistics, global operations and finance. He has broad leadership experience based on years of diverse senior management roles at Ryder, including serving as President and Chief Operating Officer, Division President of Ryder's fleet management and dedicated transportation business segments and CFO. He also has experience as a director on a public company board, including having served as governance committee chair. Mr. Diez was nominated based on his qualifications listed above, his significant contributions to the Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters. | | Director since: 2026 Age: 55 | |

  7. Other Policies and Practices Related to Director Service

    | Robert J. Eck | | | | BUSINESS EXPERIENCE: Mr. Eck served as CEO of Anixter International Inc. ("Anixter"), a global distributor of network and security solutions, electrical and electronic solutions, and utility power solutions, from 2008 until he retired in 2018. Mr. Eck joined Anixter in 1989 and held roles of increasing responsibility in strategy, supply chain management, sales and marketing, and human resources. From 2007 to 2008, Mr. Eck served as Executive Vice President and Chief Operating Officer ("COO") of Anixter. Prior to that position, Mr. Eck served as Executive Vice President of Enterprise Cabling and Security Solutions for Anixter from 2004 to 2007. In 2003, he served as Senior Vice President of Physical Security Products and Integrated Supply of Anixter. OTHER PUBLIC BOARD MEMBERSHIPS: •A past director of Anixter (until June 2020) OTHER RELEVANT EXPERIENCE: •Director of Harrington Industrial Plastics, LLC •Director of Incora, also known as Wesco Aircraft Holdings QUALIFICATIONS: The Board nominated Mr. Eck as a director because of his leadership experience and expertise in supply chain management, domestic and international operations, and marketing and business development. In addition, Mr. Eck has experience leading human resources in a large, multinational company and with mergers and acquisitions. Mr. Eck also has prior leadership experience as President and CEO and director of a global public company. Consistent with our policies and practices related to director service, in making a determination as to Mr. Eck’s nomination, the Board considered Mr. Eck’s qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters. | | Director Since: 2011 Age: 67 Committees: •Compensation •Governance | |

  8. Other Policies and Practices Related to Director Service

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 20 |

  9. Other Policies and Practices Related to Director Service

    | | Election of Directors (Proposal 1) |

  10. Other Policies and Practices Related to Director Service

    | Robert A. Hagemann | | | | BUSINESS EXPERIENCE: Mr. Hagemann served as Senior Vice President and CFO of Quest Diagnostics Incorporated ("Quest") until he retired in 2013. Mr. Hagemann joined Quest's predecessor, Corning Life Sciences, Inc. ("Corning"), in 1992, and held roles of increasing responsibility until he was named CFO of Quest in 1998. Prior to joining Corning, Mr. Hagemann held senior financial positions at Prime Hospitality, Inc. and Crompton & Knowles, Inc. He also held various positions in corporate accounting and audit at Merrill Lynch & Company and Ernst & Young. OTHER PUBLIC BOARD MEMBERSHIPS: •Graphic Packaging Holding Company •Zimmer Biomet Holdings, Inc. QUALIFICATIONS: The Board nominated Mr. Hagemann as a director because of his leadership experience and expertise in finance and accounting, business development, strategy, supply chains and government contracting. In addition, Mr. Hagemann has leadership experience of a global public company as Chief Financial Officer and as a director, including serving on audit, compensation, governance and research/innovation/technology committees. Consistent with our policies and practices related to director service, in making a determination as to Mr. Hagemann's nomination, the Board considered Mr. Hagemann's current service on the board of two other public companies. Mr. Hagemann was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters. | | Director since: 2014 Age: 69 Committees: •Audit •Finance | |

  11. Other Policies and Practices Related to Director Service

    | Michael F. Hilton | | | | BUSINESS EXPERIENCE: Mr. Hilton served as the President and CEO of Nordson Corporation ("Nordson"), an engineering and manufacturing company, from 2010 until he retired in 2019. Prior to joining Nordson, Mr. Hilton served as Senior Vice President and General Manager of Air Products & Chemicals, Inc. ("Air Products") from 2007 until 2010, and was responsible for leading the company's global Electronics and Performance Materials segment. Mr. Hilton joined Air Products in 1976, where he held roles of increasing responsibility in a variety of management and operations positions. Air Products serves customers in industrial, energy, technology and healthcare markets worldwide with a unique portfolio of atmospheric gases, process and specialty gases, performance materials, equipment and services. OTHER PUBLIC BOARD MEMBERSHIPS: •Jeld-Wen Holding, Inc. •Lincoln Electric Holdings, Inc. •Regal Rexnord Corporation •A past director of Nordson (until December 2019) QUALIFICATIONS: The Board nominated Mr. Hilton as a director because of his leadership experience and expertise in global operations, strategy development, business-to-business marketing and oversight of large and diverse business units. In addition, Mr. Hilton has leadership experience from his past service as CEO of a global public company and as a current director on two other global public company boards. Consistent with our policies and practices related to director service, in making a determination as to Mr. Hilton's nomination, the Board considered Mr. Hilton's past leadership experience and his current service on three other public company boards. Mr. Hilton was renominated based on his qualifications listed above, his valuable contributions to the Board, his in-depth knowledge of the Company gleaned from his years of service on the Board, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters. | | Director since: 2012 Age: 71 Committees: •Compensation (Chair) •Governance Lead Independent Director | |

  12. Other Policies and Practices Related to Director Service

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 21 |

  13. Other Policies and Practices Related to Director Service

    | | Election of Directors (Proposal 1) |

  14. Other Policies and Practices Related to Director Service

    | Tamara L. Lundgren | | | | CURRENT PRINCIPAL OCCUPATION: Ms. Lundgren is the recently retired Chairman, President and CEO of Radius Recycling ("Radius"), previously Schnitzer Steel Industries, Inc. ("SSI"). Radius is one of the largest publicly-traded manufacturers and exporters of recycled metals in North America, operating over 100 facilities throughout North America, including seven deep-water ports located on both coasts of the U.S. and Puerto Rico and a retail auto parts business with over four million annual retail visits. BUSINESS EXPERIENCE: Ms. Lundgren was appointed President and CEO of SSI in 2008 and Chairman in 2020. Ms. Lundgren joined SSI in 2005 as Chief Strategy Officer and held positions of increasing responsibility, including Executive Vice President and COO. Prior to joining SSI, Ms. Lundgren was an investment banker and lawyer with 25 years of experience in the U.S. and Europe. Ms. Lundgren was a Managing Director at JPMorgan Chase and Deutsche Bank in London and New York. Earlier she was a partner in the Washington, D.C. law firm of Hogan Lovells (then Hogan & Hartson, LLP). OTHER PUBLIC BOARD MEMBERSHIPS: •A past director of Radius Recycling (until December 2025) •A past director of Parsons Corporation (until April 2020) OTHER RELEVANT EXPERIENCE: •A past member of the Board of Directors of Federal Reserve Bank of San Francisco (until December 2023); former Chair of the Board •A past member of the Board of Directors of the U.S. Chamber of Commerce (until June 2022); former Chairman of the Board QUALIFICATIONS: The Board nominated Ms. Lundgren as a director because of her leadership experience and expertise in global operations, strategy, and finance and corporate law. In addition, Ms. Lundgren has leadership experience as Chairman, President and CEO of a global public company. Consistent with our policies and practices related to director service, in making a determination as to Ms. Lundgren's nomination, the Board considered Ms. Lundgren's experience as CEO of a public company and service on the board of her company. Ms. Lundgren was renominated based on her qualifications listed above, her significant contributions to the Board and Company, and her demonstrated willingness and ability to commit adequate time and attention to all Board matters. | | Director since: 2012 Age: 68 Committees: •Audit •Governance (Chair) | |

  15. Other Policies and Practices Related to Director Service

    | Luis P. Nieto, Jr. | | | | BUSINESS EXPERIENCE: Mr. Nieto served as President of the Consumer Foods Group for ConAgra Foods Inc. ("ConAgra"), one of the largest packaged food companies in North America, from 2007 until he retired in 2009. Mr. Nieto joined ConAgra in 2005 and held various leadership positions, including President of the Meats Group and Refrigerated Foods Group. Prior to joining ConAgra, Mr. Nieto was President and CEO of the Federated Group, a leading private label supplier to the retail grocery and foodservice industries, from 2002 to 2005. From 2000 to 2002, he served as President of the National Refrigerated Products Group of Dean Foods Company. Prior to joining Dean Foods, Mr. Nieto held positions in brand management and strategic planning with Mission Foods, Kraft Foods and the Quaker Oats Company. Mr. Nieto is the President of Nieto Advisory LLC, a consulting firm and is affiliated with Akoya Capital Partners. OTHER PUBLIC BOARD MEMBERSHIPS: •A past director of AutoZone, Inc. (until December 2019) QUALIFICATIONS: The Board nominated Mr. Nieto as a director because of his leadership experience and expertise in finance, operations, supply chains, brand management, marketing and strategic planning. In addition, Mr. Nieto has leadership experience in positions of executive oversight and senior management at a global public company. He also has experience as a director on a global public company board, including serving on audit and governance committees. Consistent with our policies and practices related to director service, in making a determination as to Mr. Nieto's nomination, the Board considered Mr. Nieto’s past service on the board of another public company. Mr. Nieto was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters. | | Director since: 2007 Age: 70 Committees: •Compensation •Finance | |

  16. Other Policies and Practices Related to Director Service

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 22 |

  17. Other Policies and Practices Related to Director Service

    | | Election of Directors (Proposal 1) |

  18. Other Policies and Practices Related to Director Service

    | David G. Nord | | | | BUSINESS EXPERIENCE: Mr. Nord served as Executive Chairman of Hubbell Incorporated ("Hubbell"), an international manufacturer of electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications until May 2021, and as CEO from May 2014 until he retired in October 2020. Mr. Nord joined Hubbell in 2005 as Senior Vice President and CFO, and subsequently served as President and COO from 2012 to 2013. Prior to joining Hubbell, Mr. Nord held various senior financial positions at United Technologies Corporation, including Vice President and Controller as well as Vice President of Finance and CFO of Hamilton Sundstrand Corporation, one of its principal subsidiaries. OTHER PUBLIC BOARD MEMBERSHIPS: •Jeld-Wen Holding, Inc. •A past director of Hubbell (until May 2021) QUALIFICATIONS: The Board nominated Mr. Nord as a director because of his leadership experience, expertise in global operations and strong financial acumen. In addition, Mr. Nord has past leadership experience as President and CEO and as a director of a global public company. Consistent with our policies and practices related to director service, in making a determination as to Mr. Nord's nomination, the Board considered Mr. Nord's past role as CEO of another public company and current service on a public company board. Mr. Nord was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his willingness and ability to commit adequate time and attention to all Board matters. | | Director since: 2018 Age: 68 Committees: •Audit (Chair) •Finance | |

  19. Other Policies and Practices Related to Director Service

    | Robert E. Sanchez | | | | CURRENT PRINCIPAL OCCUPATION: Mr. Sanchez currently serves as Board Chair and CEO of Ryder. As previously announced, Mr. Sanchez will be retiring as CEO, effective March 31, 2026, and will assume the role of Executive Chair. BUSINESS EXPERIENCE: Mr. Sanchez was appointed Chair of Ryder's Board in May 2013, after his appointment as President and CEO in January 2013. Mr. Sanchez joined Ryder in 1993 and has served in positions of increasing responsibility, including a broad range of leadership positions in Ryder's business segments. Mr. Sanchez served as President and COO from February 2012 to December 2012. Prior to that position, he served as President of Global Fleet Management Solutions, Ryder's largest business segment, from September 2010 to February 2012. Mr. Sanchez also served as Executive Vice President and CFO from October 2007 to September 2010; as Executive Vice President of Operations, U.S. Fleet Management Solutions from October 2005 to October 2007; and as Senior Vice President and Chief Information Officer from January 2003 to October 2005. Mr. Sanchez has been a member of Ryder's Executive Leadership team since 2003. OTHER PUBLIC BOARD MEMBERSHIPS: •Texas Instruments, Inc. OTHER RELEVANT EXPERIENCE: •Member of the Board of Directors of the Truck Renting and Leasing Association ("TRALA") QUALIFICATIONS: The Board nominated Mr. Sanchez as a director because of his leadership experience and expertise in transportation, supply chains/logistics, global operations, finance and information technology. He has broad leadership experience based on years of diverse senior management roles at Ryder, including serving as President and Chief Operating Officer, Division President of Ryder's largest business segment, Chief Financial Officer and Chief Information Officer. He also has experience as a director on a global public company board, including having served as compensation committee chair. Mr. Sanchez was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters. | | Director since: 2013 Age: 60 Board Chair | |

  20. Other Policies and Practices Related to Director Service

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 23 |

  21. Other Policies and Practices Related to Director Service

    | | Election of Directors (Proposal 1) |

  22. Other Policies and Practices Related to Director Service

    | Tammy Romo | | | | BUSINESS EXPERIENCE: Ms. Romo served as Executive Vice President and CFO of Southwest Airlines Co., a major passenger airline, where she was responsible for corporate strategy and overall finance activities, including reporting, accounting, investor relations, treasury, tax, corporate planning and financial planning and analysis, until she retired from her position in April 2025. Ms. Romo previously served in a number of financial management and leadership positions at Southwest Airlines, including Senior Vice President of Planning, Vice President and Controller, Vice President and Treasurer and Senior Director of Investor Relations. Before joining Southwest Airlines in 1991, Ms. Romo was an audit manager at Coopers & Lybrand, LLP. OTHER PUBLIC BOARD MEMBERSHIPS: •Tenet Healthcare Corporation OTHER RELEVANT EXPERIENCE: •Member of the McCombs School of Business Advisory Council at the University of Texas at Austin QUALIFICATIONS: Ms. Romo brings to the Board her prior experience as Executive Vice President and CFO of a publicly traded company, where she oversaw a broad range of financial activities, as well as her experience as a director on public company boards. The Board values her deep knowledge of accounting and financial matters, in addition to her understanding of risk management. | | Director since: 2026 Age: 63 Committees: •Audit •Finance | |

  23. Other Policies and Practices Related to Director Service

    | Dmitri L. Stockton | | | | BUSINESS EXPERIENCE: Mr. Stockton served as Senior Vice President and Special Advisor to the Chairman of General Electric Company ("GE"), a multinational industrial company that provides power and water, aviation, oil and gas, healthcare, appliances and lighting, energy management, transportation and financial services, from 2016 until he retired in 2017. Mr. Stockton joined GE in 1987 and held various positions of increasing responsibility during his 30-year tenure. From 2011 to 2016, Mr. Stockton served as Chairman, President and CEO of GE Asset Management, a global asset management company affiliated with GE, and as Senior Vice President of GE. From 2008 to 2011, he served as President and CEO for GE Capital Global Banking and Senior Vice President of GE. He also served as President and CEO for GE Consumer Finance for Central and Eastern Europe. OTHER PUBLIC BOARD MEMBERSHIPS: •Deere & Company •Target Corporation •Smurfit WestRock Company (until May 2025) •A past director of Stanley Black & Decker (until December 2021) OTHER RELEVANT EXPERIENCE: •GE Asset Management Inc. (until 2016); GE RSP US Equity and GE RSP Income Fund (until 2016); and GE Elfun Funds (until 2016) QUALIFICATIONS: The Board nominated Mr. Stockton as a director because of his leadership experience and his expertise in risk management, governance, finance and asset management. In addition, Mr. Stockton also has leadership experience in positions of executive oversight and senior management from his tenure at GE, as well as experience as a director on public company boards. Consistent with our policies and practices related to director service, in making a determination as to Mr. Stockton's nomination, the Board considered Mr. Stockton's current service on the Board of two other public companies. Mr. Stockton was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his willingness and ability to commit adequate time and attention to all Board matters. | | Director since: 2018 Age: 61 Committees: •Compensation •Finance (Chair) | |

  24. Other Policies and Practices Related to Director Service

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 24 |

  25. Other Policies and Practices Related to Director Service

    | | Election of Directors (Proposal 1) |

  26. Other Policies and Practices Related to Director Service

    | Charles M. Swoboda | | | | BUSINESS EXPERIENCE: Mr. Swoboda served as Chairman and CEO of Cree, Inc. ("Cree"), a global company leader in silicon carbide technology, from May 2005 until he retired in May 2017. Mr. Swoboda was appointed President and CEO of Cree in 2001 and Chairman in 2005. Mr. Swoboda joined Cree in 1993 as a Manager of LED Product and held positions of increasing responsibility, including President and COO. Prior to joining Cree, Mr. Swoboda held positions of significant responsibility, including Sales Engineer at Hewlett-Packard Company. OTHER PUBLIC BOARD MEMBERSHIPS: •Benchmark Electronics •A past director of Anixter (until June 2020) OTHER RELEVANT EXPERIENCE: •A past director of Vast Therapeutics (until 2025) QUALIFICATIONS: The Board nominated Mr. Swoboda as a director because of his leadership experience and expertise in global operations, and new product and technology development and commercialization. In addition, Mr. Swoboda has leadership experience in positions of executive oversight and senior management at global public companies. He also has experience as a director on global public company boards, including serving as a member of the governance and compensation committees. Consistent with our policies and practices related to director service, in making a determination as to Mr. Swoboda's nomination, the Board considered Mr. Swoboda's past experience as a Chairman and CEO and service on other company boards. Mr. Swoboda was nominated based on his qualifications listed above, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters. | | Director since: 2022 Age: 59 Committees: •Audit •Governance | |

  27. Other Policies and Practices Related to Director Service

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 25 |

  28. Other Policies and Practices Related to Director Service

    | | Ratification of Independent Registered Certified Public Accounting Firm (Proposal 2) |

  29. Other Policies and Practices Related to Director Service

    | PROPOSAL NO. 2 | | RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM |

  30. Other Policies and Practices Related to Director Service

    The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered certified public accounting firm retained to audit our consolidated financial statements. The Audit Committee has re-appointed PricewaterhouseCoopers LLP as Ryder's independent registered public accounting firm (the "Accounting Firm") for the year ending December 31, 2026. PricewaterhouseCoopers LLP has audited our consolidated financial statements continuously since 2006. The Audit Committee engages in a thorough annual evaluation of the Accounting Firm's qualifications, performance and independence, and is also responsible for approving the services and audit fees associated with the retention of PricewaterhouseCoopers LLP. The Audit Committee and Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as our Accounting Firm is in the best interests of the Company and its shareholders. In re-appointing PricewaterhouseCoopers LLP to serve as our Accounting Firm for 2026, the Audit Committee considered a number of factors, including: •The quality of PricewaterhouseCoopers LLP's work product and performance; •The professional qualifications of PricewaterhouseCoopers LLP, the lead engagement partner and other members of the audit team; •PricewaterhouseCoopers LLP's knowledge and experience with the Company's business operations, accounting policies and industry; •The results of the Public Company Accounting Oversight Board ("PCAOB") review of PricewaterhouseCoopers LLP; •PricewaterhouseCoopers LLP's independence program and controls for maintaining independence; •The appropriateness of PricewaterhouseCoopers LLP's audit fees; and •The results of the Audit Committee's and management's annual evaluation of PricewaterhouseCoopers LLP's qualifications, performance and independence, and the potential impact of selecting a different independent registered certified public accounting firm. Although shareholder ratification of the appointment of PricewaterhouseCoopers LLP is not required, the Board believes that submitting the appointment to shareholders for ratification is a matter of good corporate governance. The Audit Committee will consider the outcome of this vote in future deliberations regarding the appointment of our Accounting Firm, and has discretion to change the appointment at any time if it determines that such change would be in the best interests of the Company and our shareholders. Representatives of PricewaterhouseCoopers LLP will be present at the 2026 Annual Meeting of Shareholders to respond to appropriate questions and to make a statement if they desire to do so.

  31. Ryder Compensation Philosophy and Objectives

    | Our compensation program has three key goals: | | | • | Attracting and Retaining Talent Deliver market competitive compensation that attracts high-impact talent and encourages long-term retention | | • | Encouraging Shareholder Alignment Tie a significant portion of executive compensation to Company performance to align the interests of our executives with our shareholders, as follows: •Drive company performance by setting targets that will promote long-term, sustainable and profitable growth, with appropriate risk-taking •Encourage long-term shareholder value creation | | • | Rewarding Individual Performance Recognize individual performance and contributions to Ryder |

  32. Suite of Compensation Metrics

    | | | Settled in | Key Factors | Payout Linked to Strategy/Growth | | | Base Salary | Cash | •Based on experience, market data, performance, tenure, responsibility and succession potential •Reviewed annually | •Competitively set to recruit and retain top talent who will drive Company performance | | | Annual Cash Incentive Awards ("ACIAs") | Cash | •Target payout opportunities based on market data •Applicable performance metrics approved at the beginning of the year •Minimum performance threshold required for any payout, with payouts ranging from 0 to 200% of target | •Comparable EBITDA (a non-GAAP financial measure) is a key annualized measure of operating performance and profitability •Operating revenue (a non-GAAP financial measure) reflects progress against strategic and operational goals •Strategic objectives reflect key components of strategic plan by business division |

  33. Suite of Compensation Metrics

    | | | Settled in | Key Factors | Payout Linked to Strategy/Growth | | | Performance-based restricted stock rights ("PBRSRs") | Stock | •Based on market data, level of responsibility, succession potential and desired pay mix •Target grant value established at the start of three-year performance period, and value vests at end of three-year performance period •Minimum performance threshold required for any payout, with payouts ranging from 0 to 200% | •ROE (a non-GAAP financial measure) measures how effectively the Company manages returns, capital efficiency and progress on strategic goals •Strategic revenue growth measures progress against long-term growth goals of more profitable businesses •Free cash flow (a non-GAAP financial measure) measures available cash for debt and dividend payments and for capital investments •TSR modifier measures stock performance against peer group, with no positive modification if actual TSR is negative | | | Time-vested restricted stock rights ("TVRSRs") | Stock | •Based on market data, level of responsibility and desired pay mix •Granted at the start of three-year period, and vests ratably over three years | •Provides link to shareholder experience and supports retention |

  34. 2025 Annual Incentive Plan ("AIP") Metrics, Targets and Results

    2025 Annual Incentive Plan ("AIP") Metrics, Targets and Results

  35. 2025 AIP Metrics

    2025 AIP Metrics Our 2025 annual cash incentive awards were designed at the beginning of the year to reflect both Company and division business performance. In structuring our ACIAs, in February 2025, the Committee set target payout opportunities based on base salary for each executive. For 2025, the target AIP payout opportunity for each of our NEOs was as follows: 170% for Mr. Sanchez, 125% for Mr. Diez, and 100% for Ms. Gallo-Aquino and Messrs. Sensing and Havens. The 2025 AIP was comprised of the same metrics, and respective weights, as the 2024 AIP, continuing to emphasize comparable EBITDA and maintain a focus on revenue growth and strategic objectives that align with the Company's overall strategy. Each metric of the 2025 AIP has a payout range of 0% to 200%. The chart below further explains the design of our 2025 AIP for each of our NEOs:

  36. 2025 AIP Metrics

    | 2025 AIP Metrics | CEO/Corporate(1) | Division Presidents(2) | | RSI Comparable EBITDA | 60% | 30% | | Division Comparable EBITDA(3) | N/A | 30% | | RSI Operating Revenue | 20% | N/A | | Division Operating Revenue(3) | N/A | 20% | | RSI Strategic Objectives | 20% | N/A | | Division Strategic Objectives(3) | N/A | 20% |

  37. 2025 AIP Metrics

    (1) Represents Messrs. Sanchez (CEO) and Diez (COO) and Ms. Gallo-Aquino (CFO). (2) Represents Messrs. Havens (President of FMS) and Sensing (President of SCS/DTS). (3) In the case of Mr. Havens, all division-specific metrics correspond to FMS-related performance. In the case of Mr. Sensing, all division-specific metrics correspond to SCS/DTS-related performance. As shown in the previous chart, the comparable EBITDA metric had a weight of 60%, which further aligns executive compensation with the Company's operating performance, and the operating revenue metric had a weight of 20% in order to continue to incentivize growth. In the case of Messrs. Sanchez and Diez and Ms. Gallo-Aquino, the comparable EBITDA and operating revenue portions of their AIP incorporate Company-wide performance. In the case of Messrs. Havens (President of FMS) and Sensing (President of SCS/DTS), the comparable EBITDA portion of their AIP incorporates both the Company's and their respective business divisions' performance, and the operating revenue portion exclusively reflects their respective business divisions' performance.

  38. 2025 AIP Metrics

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 34 |

  39. 2025 AIP Metrics

    | | Compensation Discussion and Analysis |

  40. 2025 AIP Metrics

    The strategic objectives have a weight of 20% in the AIP and require a minimum RSI comparable EBITDA financial performance threshold in order to earn any portion of the strategic objectives metric. As shown in the chart below, each of the Company's businesses has strategic objectives tailored to their respective divisions, with the objectives for the centralized corporate group, including the CEO, reflecting a combination of objectives from each business division. To determine the payout of the strategic objectives, the Committee evaluates the outcome of each milestone and holistically determines overall achievement using a multi-point scale to determine a payout percentage between 0% to 200%. No individual strategic objective is weighted or assigned greater significance than another. After determining a payout percentage, the Committee determines the outcome of the strategic objectives.

  41. 2025 AIP Metrics

    | | 2025 Strategic Objectives (weighted 20% in AIP) | | | | CEO/Corporate(1) | •Includes each of the strategic objectives identified below for FMS, SCS and DTS | Payout Percentage* | Strategic Objectives Outcome | | FMS(2) | •Grow net sales at target ChoiceLease pricing •Improve maintenance costs •Achieve positive overall customer experience score | 200% ↕ 0% | ◦Exceptional ◦Very Successful ◦Successful ◦Inconsistent ◦Unsatisfactory | | SCS(3) | •Grow net sales •Achieve target multi-client building utilization •Achieve positive overall customer experience score | | | | DTS(3) | •Grow net sales •Achieve prior acquisition profitability target and synergies •Achieve positive overall customer experience score | * Actual payout percentages may vary between 0% to 200%. | |

  42. 2025 AIP Metrics

    | (1) Represents Mr. Sanchez (CEO), Ms. Gallo-Aquino (CFO) and Mr. Diez (COO). | | (2) Represents Mr. Havens (President of FMS). | | (3) Represents Mr. Sensing (President of SCS/DTS). |

  43. 2025 AIP Metrics

    | 2025 AIP Metrics Definitions | | | Comparable EBITDA* (a non-GAAP financial measure) | Represents net earnings, first adjusted to exclude discontinued operations and the following items, all from continuing operations: (i) non-operating pension costs, net and (ii) any other items that are not representative of our ongoing business operations (these items are the same items that are excluded from comparable earnings measures for the relevant periods as described under comparable earnings measures in our SEC filings), and then adjusted further for (a) interest expense, (b) income taxes, (c) depreciation, (d) used vehicle sales results and (e) amortization. Comparable EBITDA incentivizes management to optimize operations whether the economic cycle is negative or positive and is also more reflective of the Company's operating profitability. While the market prices for used vehicles continue to impact compensation (via the LTIP payouts), the Committee determined that a metric more closely aligned with improved operating performance was valuable in the collective suite of incentive compensation metrics and that the best place for this metric was in the annual incentive plan. | | Operating Revenue* (a non-GAAP financial measure) | Represents total revenue excluding any (i) fuel and (ii) subcontracted transportation. We exclude fuel and subcontracted transportation as these costs are largely pass-through to our customers, thus fluctuations generally minimally impact our profitability. The operating revenue used by the Committee is consistent with the operating revenue reported in Company press releases and public presentations. Operating revenue is intended to measure progress towards strategic and operational goals. | | Strategic Objectives | Represents alignment with the strategic plan and the expectation that attainment of each strategic objective will have occurred in 2025. A minimum threshold of comparable EBITDA financial performance must be achieved in order to payout the strategic objectives. In the case of Messrs. Sanchez and Diez and Ms. Gallo-Aquino, the strategic objectives reflect initiatives from each business division (FMS, SCS and DTS), and in the case of Messrs. Havens and Sensing, the strategic objectives reflect the strategic goals of their respective business divisions. Please refer to the chart above titled "2025 Strategic Objectives" for further information. |

  44. 2025 AIP Metrics

    * Comparable EBITDA and operating revenue 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 these measures are useful to shareholders, refer to "Non-GAAP Financial Measures" on page 43 of our 2025 Annual Report.

  45. 2025 AIP Metrics

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 35 |

  46. 2025 AIP Metrics

    | | Compensation Discussion and Analysis |

  47. 2025 AIP Targets and Results

    2025 AIP Targets and Results In 2025, management continued to execute the Company's balanced growth strategy, strengthening the Company's financial and strategic position as a leading provider of outsourced logistics and transportation services. Under the skilled leadership of our management team, during a prolonged freight market downturn, Ryder generated solid financial results, including comparable EBITDA (a non-GAAP financial measure) of $2.9 billion and operating revenue (a non-GAAP financial measure) of $10.4 billion. Upon review of the Company's performance associated with each of the strategic objectives, the Committee determined that the minimum comparable EBITDA performance metric was achieved and that the outcome of the strategic objectives for each of CEO/Corporate, FMS and SCS/DTS was "successful." Ryder's 2025 earnings results reflect solid lease returns from ongoing ChoiceLease pricing initiatives, benefits from our multi-year maintenance initiative, positive feedback from customers on our customer engagement survey and optimization of our multi-client facilities. The following chart sets forth our 2025 AIP metrics (including targets and actual results) used when determining the AIP awards for Messrs. Sanchez and Diez, and Ms. Gallo-Aquino:

  48. 2025 AIP Targets and Results

    | Performance Metrics(1) (in millions) | 2025 Threshold (50% payout) | 2025 Target (100% payout) | 2025 Maximum (200% payout) | Weight | 2025 Results | 2025 Payout (% of target) | | RSI Comparable EBITDA | $2,581 | $2,966 | $3,115 | 60% | $2,867 | 87% | | RSI Operating Revenue | $9,133 | $10,498 | $11,548 | 20% | $10,406 | 97% | | CEO/Corporate Strategic Objectives | Inconsistent | Successful | Exceptional | 20% | Successful | 90% | | Earned Payout (weighted) | | | | | | 90% |

  49. 2025 AIP Targets and Results

    | (1) Comparable EBITDA and operating revenue 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 these measures are useful to shareholders, refer to "Non-GAAP Financial Measures" on page 43 of our 2025 Annual Report. |

  50. 2025 AIP Targets and Results

    The following chart sets forth our 2025 AIP metrics (including targets and actual results) used when determining the AIP award for Mr. Havens:

  51. 2025 AIP Targets and Results

    | Performance Metrics(1) (in millions) | 2025 Threshold (50% payout) | 2025 Target (100% payout) | 2025 Maximum (200% payout) | Weight | 2025 Results | 2025 Payout (% of target) | | RSI Comparable EBITDA | $2,581 | $2,966 | $3,115 | 30% | $2,867 | 87% | | FMS Comparable EBITDA | $2,277 | $2,529 | $2,605 | 30% | $2,433 | 81% | | FMS Operating Revenue | $4,782 | $5,313 | $5,579 | 20% | $5,127 | 83% | | FMS Strategic Objectives | Inconsistent | Successful | Exceptional | 20% | Successful | 90% | | Earned Payout (weighted) | | | | | | 85% |

  52. 2025 AIP Targets and Results

    | (1) Comparable EBITDA and operating revenue 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 these measures are useful to shareholders, refer to "Non-GAAP Financial Measures" on page 43 of our 2025 Annual Report. |

  53. 2025 AIP Targets and Results

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 36 |

  54. 2025 AIP Targets and Results

    | | Compensation Discussion and Analysis |

  55. 2025 AIP Targets and Results

    The following chart sets forth our 2025 AIP metrics (including targets and actual results) used when determining the AIP award for Mr. Sensing:

  56. 2025 AIP Targets and Results

    | Performance Metrics(1) (in millions) | 2025 Threshold (50% payout) | 2025 Target (100% payout) | 2025 Maximum (200% payout) | Weight | 2025 Results | 2025 Payout (% of target) | | RSI Comparable EBITDA | $2,581 | $2,966 | $3,115 | 30% | $2,867 | 87% | | SCS/DTS Comparable EBITDA | $480 | $640 | $704 | 30% | $647 | 110% | | SCS/DTS Operating Revenue | $5,018 | $5,904 | $6,789 | 20% | $5,931 | 103% | | SCS/DTS Strategic Objectives | Inconsistent | Successful | Exceptional | 20% | Successful | 90% | | Earned Payout (weighted) | | | | | | 98% |

  57. 2025 AIP Targets and Results

    | (1) Comparable EBITDA and operating revenue 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 these measures are useful to shareholders, refer to "Non-GAAP Financial Measures" on page 43 of our 2025 Annual Report. |

  58. 2025 AIP Earned Amounts for NEOs

    2025 AIP Earned Amounts for NEOs The Committee reviews the initial payout calculation for each NEO, using the methodology described above. While the AIP does not include an individual performance metric, the Committee retains discretion to adjust each NEO's actual payout upwards or downwards. In determining whether to make any adjustments, the Committee may consider various qualitative factors, including overall realized pay relative to performance; progress on the Company's strategic initiatives; internal leadership; business development; risk management; talent development; progress on sustainability initiatives; financial management; and legal and compliance management and results. Given the solid financial results that management achieved in 2025, the Committee determined to pay 2025 annual cash incentive awards consistent with the payout results above for each NEO and did not further adjust any awards. The following chart sets forth the earned 2025 ACIAs for each of our NEOs:

  59. 2025 AIP Earned Amounts for NEOs

    | Name | Target 2025 Award ($) | Actual 2025 Payout ($) | % of Target | | Robert E. Sanchez | 1,870,000 | 1,675,894 | 90% | | Cristina Gallo-Aquino | 650,000 | 582,530 | 90% | | John J. Diez | 1,000,000 | 896,200 | 90% | | J. Steven Sensing | 730,000 | 713,794 | 98% | | Thomas M. Havens | 700,000 | 594,300 | 85% |

  60. 2023-2025 LTIP (the "2023 LTIP") Metrics, Award Results and Payouts

    2023-2025 LTIP (the "2023 LTIP") Metrics, Award Results and Payouts

  61. 2023 LTIP Metrics

    2023 LTIP Metrics Our 2023 LTIP awards comprised PBRSRs (60%) and TVRSRs (40%). PBRSRs granted to NEOs in 2023 could be earned based on the following performance metrics: (i) ROE (a non-GAAP financial measure), based on a three-year average ROE; (ii) strategic revenue growth, based on attainment of a three-year compounded annual growth rate ("CAGR"); and (iii) free cash flow (a non-GAAP financial measure), based on a three-year average. Each of the performance metrics weigh 33.3% of the PBRSRs, or 20% of the total target LTIP, and have payout levels ranging from 0% to 200%. In addition, the 2023 LTIP included a TSR modifier that adjusts PBRSR payouts by up to 15%, either upward or downward, to reflect performance against a custom peer group, as further described below. At the beginning of the 2023-2025 three-year performance period, the Committee set performance targets intended to be attainable and challenging, taking into account the performance metrics that are important to the Company and shareholders, as well as the expected economic conditions in markets that we wish to grow.

  62. 2023 LTIP Metrics

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  63. 2023 LTIP Metrics

    | | Compensation Discussion and Analysis |

  64. 2023 LTIP Metrics

    | 2023 LTIP Performance Metrics Calculation Methodology | | | ROE* (a non-GAAP financial measure) | Represents adjusted return on equity, which is calculated by dividing the Company's "adjusted net earnings" by the "adjusted average shareholders' equity" (each as defined below). The Company's adjusted net earnings is defined as net earnings from continuing operations, adjusted to exclude after-tax impact from other items that are not representative of our ongoing business operations. Adjusted average shareholders' equity means the Company's average shareholders' equity, adjusted to exclude the impact from any other items that are not representative of our ongoing business operations. ROE will be calculated at the end of each calendar year and averaged during the performance period. The Company's three-year ROE is determined by the Committee at the end of the performance period against a maximum, target and threshold three-year ROE. The Committee takes into account the Company's business plan when setting the three-year target. If the Company's three-year ROE falls above threshold and between the measuring points, the three-year ROE accrual percentage for the performance period will be determined proportionally between the measuring points. While ROE in any three-year period may be impacted by cyclical freight market conditions, including used vehicle sales results, the Committee believes a direct link to this shareholder metric is appropriate. | | Strategic Revenue Growth | Represents the CAGR or contractual revenue from all business lines, transactional maintenance and all new product revenue (other than FMS revenue from FMS Canada and Europe, as the Company's strategy did not include growth in those markets). The Committee determines the three-year strategic revenue CAGR at the end of the three-year performance period against a maximum, target and threshold three-year strategic revenue CAGR. The Committee considers the Company's business plan when setting the three-year target. If the three-year CAGR is above threshold and between measuring points, the three-year CAGR accrual percentage for the performance period will be determined proportionally between the measuring points. The Company believes that the 2023-2025 CAGR target is a rigorous measure of sustained strategic revenue growth. | | Free Cash Flow* (a non-GAAP financial measure) | Represents the sum of (i) net cash provided by operating activities, (ii) net cash provided by the sale of revenue earning equipment, (iii) net cash provided by the sale of operating property and equipment, and (iv) other cash inflows from investing activities, less purchases of property and revenue earning equipment. We believe free cash flow provides investors with an important perspective on the cash available for debt service and for shareholders, after making capital investments required to support ongoing business operations. Free cash flow will be calculated at the end of each calendar year and averaged during the performance period. The Company's three-year free cash flow is determined by the Committee at the end of the performance period against a maximum, target and threshold three-year free cash flow. | | TSR | Represents total shareholder return based on the Company's TSR relative to the TSR of the companies in our custom peer group. TSR is calculated based on the percentage change in the applicable company's stock price from the average closing price of the last ten trading days prior to the beginning of the relevant performance period to the average closing price of the last ten trading days prior to the end of the relevant performance period, assuming reinvestment of dividends. The custom peer group for the 2023 LTIP consists of 25 companies: the 13 companies in Ryder's 2023 Compensation Peer Group, and the 12 additional related companies that operate in the markets in which we compete and that are viewed as competitors for capital by investors. At the end of the three-year performance period, the companies in the custom peer group are sorted by TSR performance, and the 25th, 50th and 75th percentiles of the custom peer group are calculated. Ryder's TSR performance is compared to the TSR of the companies in the custom peer group. The number of accrued PBRSRs are then be adjusted upward or downward by a percentage based on the relative TSR percentile rank as shown below; provided, however, that (i) in no event will the TSR modifier adjustment result in payout of more than 200% of the target PBRSRs, and (ii) even if the Company's TSR rank is at or above the 50th percentile, no positive TSR modifier will be applied if the Company's absolute TSR is negative. |

  65. 2023 LTIP Metrics

    * Free cash flow 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.

  66. 2023 LTIP Award Results and Payouts

    2023 LTIP Award Results and Payouts The three-year performance period for our 2023 LTIP awards ended on December 31, 2025, and the Committee assessed performance in the first quarter of 2026. The results demonstrate that over the course of the three-year performance period, despite a prolonged freight market downturn throughout the performance period, the Company delivered solid financial results. The table on the next page summarizes performance for the PBRSRs for the 2023-2025 completed performance period.

  67. 2023 LTIP Award Results and Payouts

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  68. 2023 LTIP Award Results and Payouts

    | | Compensation Discussion and Analysis |

  69. 2023 LTIP Award Results and Payouts

    | PBRSRs | | | | | | | ROE(1) (33.3%) | Payout Range | | ROE Range | ROE Results | Payout Percentage | | 3-year average | Threshold | 25% | 11% | 17.2% | 130% | | | Target | 100% | 16% | | | | | Maximum | 200% | 20% | | | | Strategic Revenue Growth (33.3%) | Payout Range | | Strategic Revenue Growth Range | CAGR Results | Payout Percentage | | 3-year CAGR | Threshold | 25% | 3% | 6.8% | 120% | | | Target | 100% | 6% | | | | | Maximum | 200% | 10.0% | | | | Free Cash Flow(1) (33.3%) | Payout Range | | Free Cash Flow Range | Free Cash Flow Results(2) | Payout Percentage | | 3-year average | Threshold | 25% | ($750M) | $275M | 188% | | | Target | 100% | ($200M) | | | | | Maximum | 200% | $350M | | | | TSR Modifier (+/- 15%) | Modifier Range | Ryder Relative TSR Percentile Rank to Peer Companies | | Quartile | Modifier Adjustment | | Jan 2023 - Dec 2025 | 15% | At and above 75th percentile | | 1st Quartile | 15% | | | 5% | At 50th and between 50th and 75th percentile | | | | | | (5)% | At 25th and between 25th and 50th percentile | | | | | | (15)% | Below 25th percentile | | | | | Overall PBRSR Payout(3) | | | | | 168% |

  70. 2023 LTIP Award Results and Payouts

    | (1) Free cash flow 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. | | (2) The Committee determined to exclude the positive impact from the One Big Beautiful Bill from the 2025 free cash flow results for the 2023-2025 performance period. | | (3) Overall PBRSR payout was impacted by TSR modifier to bring results to 168%. |

  71. 2025-2027 LTIP Grants (the "2025 LTIP")

    2025-2027 LTIP Grants (the "2025 LTIP") The Committee determined to use the same metrics and respective weights for the 2025 LTIP awards as those used for the 2023 LTIP awards: PBRSRs (60%) and TVRSRs (40%). The 2025 LTIP emphasizes a direct linkage to the shareholder experience and profitable three-year growth, and uses distinct metrics from those in the 2025 AIP. To determine the 2025 LTIP target values for each of our NEOs, the Committee considered a variety of factors, including overall compensation relative to peers and market benchmarks, as well as the NEO's role, performance, long-term potential and retention risk. The 2025 LTIP target values and allocation between PBRSRs and TVRSRs for each NEO are as follows:

  72. 2025-2027 LTIP Grants (the "2025 LTIP")

    | NEO | 2025 LTIP Target Value ($) | PBRSRs(1) (60% of LTIP value) ($) | TVRSRs (2) (40% of LTIP value) ($) | | Robert E. Sanchez | 7,000,000 | 4,199,990 | 2,799,941 | | Cristina Gallo-Aquino | 1,700,000 | 1,019,912 | 679,889 | | John J. Diez | 3,000,000 | 1,799,928 | 1,199,952 | | J. Steven Sensing | 2,300,000 | 1,379,992 | 919,942 | | Thomas M. Havens | 2,300,000 | 1,379,992 | 919,942 |

  73. 2025-2027 LTIP Grants (the "2025 LTIP")

    | (1) The number of PBRSRs granted in 2025 for each of the NEOs is as follows: Mr. Sanchez, 26,594; Ms. Gallo-Aquino, 6,458; Mr. Diez, 11,397; Mr. Sensing, 8,738; and Mr. Havens, 8,738. | | (2) The number of TVRSRs granted in 2025 for each of the NEOs is as follows: Mr. Sanchez, 17,729; Ms. Gallo-Aquino, 4,305; Mr. Diez, 7,598; Mr. Sensing, 5,825; and Mr. Havens, 5,825. |

  74. 2025-2027 LTIP Grants (the "2025 LTIP")

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 39 |

  75. 2025-2027 LTIP Grants (the "2025 LTIP")

    | | Compensation Discussion and Analysis |

  76. 2025-2027 LTIP Grants (the "2025 LTIP")

    PBRSRs. PBRSRs granted in 2025 vest at the end of a three-year performance period in 2027 and are earned based on the following performance metrics: (i) ROE (a non-GAAP financial measure), based on a three-year-average ROE target; (ii) strategic revenue growth, based on attainment of a three-year CAGR; and (iii) free cash flow (a non-GAAP financial measure), based on a three-year average. Each of the performance metrics weigh 33.3% of the PBRSRs, and 20% of the total LTIP, and have payout levels ranging from 0% to 200% of target. Each metric and its corresponding targets was determined at the start of the three-year period, and achievement will be measured at the end of the three-year period. In addition, the LTIP continues to include a TSR modifier that will impact the PBRSR payouts by up to 15%, positively or negatively, depending on Ryder's TSR relative to the TSR of a custom peer group. Even if Ryder's relative TSR is above the median, no positive TSR modifier will be applied if Ryder's absolute TSR is negative. In addition, the TSR modifier cannot increase the total payout of PBRSRs beyond 200% of target. The Committee has the discretion to adjust the results for these metrics to ensure that they properly reflect the achievement of participants in our LTIP during the performance period and are not impacted, positively or negatively, by factors that may be unanticipated, non-recurring or non-operational in nature. Dividend equivalents accrue on PBRSRs during the vesting period and are paid upon vesting. TVRSRs. TVRSRs under the LTIP vest in three equal, annual installments, subject to the NEO's continued employment, and are denominated and settled in stock. Dividend equivalents accrue on TVRSRs during the vesting period and are paid upon vesting. The Committee believes that our LTIP design creates significant and direct shareholder linkage. Both the PBRSRs and the TVRSRs have a direct link to the share price. For the PBRSRs, the ROE metric directly incents improving returns on shareholders' equity, and the relative TSR modifier further links payouts to relative stock price. The other PBRSR performance metrics of strategic revenue growth and free cash flow incent the profitable growth that we believe is necessary to drive increasing shareholder value over time.

  77. 2025-2027 LTIP Grants (the "2025 LTIP")

    | 2025 LTIP Performance Metrics Calculation Methodology | | | ROE (a non-GAAP financial measure) | Has the meaning ascribed to it on page 38. | | Strategic Revenue Growth | Has the meaning ascribed to it on page 38, but for the applicable 2025-2027 performance period. | | Free Cash Flow (a non-GAAP financial measure) | Has the meaning ascribed to it on page 38. | | TSR | Has the meaning ascribed to it on page 38. |

  78. 2025-2027 LTIP Grants (the "2025 LTIP")

    | Ryder TSR Relative Percentile Rank to Peer Companies | TSR Modifier | | At and above 75th percentile | +15% | | At 50th percentile and between 50th and 75th percentile | +5% | | At 25th percentile and between 25th and 50th percentile | -5% | | Below 25th percentile | -15% |

  79. 2025-2027 LTIP Grants (the "2025 LTIP")

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 40 |

  80. 2025-2027 LTIP Grants (the "2025 LTIP")

    | | Compensation Discussion and Analysis |

  81. Peer Group

    Peer Group The Committee references two groups of companies when establishing executive compensation: the Compensation Peer Group and the Additional Performance Peer Companies (together, the "2025 Relative TSR Group"). •The Compensation Peer Group is a group of 13 companies who are of similar size and in similar industries as the Company. The pay of the NEOs at these companies serves as a reference point for determining target pay levels for our NEOs. •The Additional Performance Peer Companies includes a number of companies who are too large to serve as compensation peers for our NEOs, but whose stock price performance is a relevant benchmark for ours because they operate in markets in which we compete and are viewed as competitors for capital by investors.

  82. Peer Group

    | 2025 Relative TSR Group | | | | | Compensation Peer Group | | Additional Performance Peer Companies | | | 1. | Avis Budget Group, Inc. | 1. | U-Haul Holding Company | | 2. | C.H. Robinson Worldwide, Inc. | 2. | Arc Best Corporation (Arkansas Best Corporation) | | 3. | CSX Corporation | 3. | FedEx Corporation | | 4. | Expeditors International of Washington, Inc. | 4. | Forward Air Corporation | | 5. | GXO Logistics | 5. | GATX Corporation | | 6. | Hub Group, Inc. | 6. | PACCAR International | | 7. | J.B. Hunt Transport Services Inc. | 7. | Rush Enterprises, Inc. | | 8. | Knight-Swift Transportation Holdings Inc. | 8. | Saia, Inc. | | 9. | Landstar System, Inc. | 9. | Trinity Industries, Inc. | | 10. | Old Dominion Freight Line, Inc. | 10. | United Parcel Service, Inc. | | 11. | Schneider National, Inc. | 11. | Universal Logistics Holdings, Inc. | | 12. | United Rentals, Inc. | 12. | Werner Enterprises, Inc. | | 13. | XPO Logistics, Inc. | | |

  83. Executive Compensation Governance Practices

    | What We Do | | | ✓ | Directly link pay with Company performance – approximately 89% of the CEO's total target direct compensation in 2025 was "at risk" | | ✓ | Use discretion to align appropriate payouts to Company and individual performance | | ✓ | Use double-trigger change of control provisions for awards | | ✓ | Provide competitive severance and change in control amounts to ensure that NEOs act in the best interest of shareholders, rather than avoiding transactions that could result in termination of employment | | ✓ | Use three-year performance periods and targets for long-term performance metrics | | ✓ | Engage an independent compensation consultant | | ✓ | Regularly benchmark executive compensation against an appropriate peer group | | ✓ | Maintain robust stock ownership requirements | | ✓ | Subject performance-based incentive awards and severance payments to clawback provisions | | ✓ | Grant majority of pay in performance-based compensation that is not guaranteed | | ✓ | Engage in a robust target-setting process for incentive metrics | | ✓ | Provide caps for incentive compensation | | What We Don't Do | | | ✗ | Provide employment agreements | | ✗ | Provide tax gross-ups related to a change of control | | ✗ | Provide excessive perquisites | | ✗ | Reprice underwater stock options or shareholder appreciation rights without shareholder approval | | ✗ | Pay dividends or dividend equivalents on unvested PBRSRs or TVRSRs | | ✗ | Permit hedging transactions | | ✗ | Permit pledging activity or use of margin accounts by executives or directors |

  84. Other Compensation Information

    Use of Benchmarking. The Committee compares our executive compensation program to that of our peers to help analyze its structure, the payout levels for executives, and to review our program's effectiveness in attracting and retaining talent. In evaluating each element of our executive compensation program, the Committee uses benchmark comparisons to peer groups and, particularly when appropriate peer group data is unavailable, to general industry survey data. While there are no public companies that provide the same mix of services as Ryder, the Committee references the Compensation Peer Group, which is a group of companies of similar size, that operate in similar industries, and which compete with Ryder for executive talent. The Committee does not design our executive compensation programs to fit within a specific percentile of the executive compensation programs of other companies comprising any particular peer group or survey. The Committee does consider the median compensation of similar executives at the peer companies, both for each compensation component and the total compensation package, as a reference in making compensation decisions. For a list of the companies comprising the 2025 Compensation Peer Group, please refer to page 41 of this proxy statement. Shareholder Feedback. The feedback we receive through our annual shareholder outreach program and our advisory votes on executive compensation ("Say on Pay") enhances our understanding of our shareholders' views. Our Board and management remain committed to transparent communication and engagement with our shareholders and take feedback into consideration when evaluating our compensation program design. We have ongoing conversations with many of our largest shareholders. Each year we reach out to our top shareholders, constituting at least a majority of our shares outstanding, to solicit feedback on various topics, including corporate governance practices and executive compensation, among others. During our 2025 engagement, shareholders expressed support for our compensation program. In addition to ongoing conversations and formal annual engagement, the Committee also considers the voting outcome of our Say-on-Pay proposals. Over the last three years, our Say-on-Pay proposals received strong support from our shareholders, with last year's proposal receiving over 98% support. The Committee believes the 2025 voting results reflect our shareholders' support of our overall executive compensation program. The Committee values the opinions of our shareholders and will continue to consider shareholder feedback and the outcomes of future Say-on-Pay votes when designing compensation programs and making compensation decisions for our NEOs. We currently hold a Say-on-Pay vote every year.

  85. Practices Related to the Grant of Certain Equity Awards

    Practices Related to the Grant of Certain Equity Awards The Company currently does not grant awards of stock options, stock appreciation rights or similar option-like instruments to its employees, including to any of our NEOs. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of options, stock appreciation rights or similar option-like instruments to employees, including to our NEOs, the Committee will evaluate the appropriate steps to take in relation to the foregoing.

  86. Practices Related to the Grant of Certain Equity Awards

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 43 |

  87. Practices Related to the Grant of Certain Equity Awards

    | | Compensation Discussion and Analysis |

  88. Practices Related to the Grant of Certain Equity Awards

    | RETIREMENT AND WELFARE BENEFITS AND PERQUISITES |

  89. Practices Related to the Grant of Certain Equity Awards

    Retirement Benefits. All NEOs who are employed with the Company are eligible to participate in the Company-wide 401(k) savings plan (the "401(k) Plan") and deferred compensation plan (the "DCP"). The 401(k) Plan and the DCP are described under the headings "Pension Benefits" and "2025 Nonqualified Deferred Compensation" beginning on page 49 of this proxy statement. The Company maintains a qualified pension plan (the "Retirement Plan") and a pension benefit restoration plan (the "Benefit Restoration Plan," collectively with the Retirement Plan, the "Pension Plans"), which any NEO who had joined the Company prior to January 1, 2007 was able to participate in. The Pension Plans were frozen for all participants as of December 31, 2007. Based on their age and tenure with Ryder, Mr. Sanchez, Ms. Gallo-Aquino, and Messrs. Diez, Sensing and Havens did not meet the eligibility requirements to continue accruing benefits under the Pension Plans, and, as such, their pension benefits were frozen. The Pension Plans are described under the heading "Pension Benefits" on page 49 of this proxy statement. Health and Welfare Benefits. During 2025, our NEOs were eligible to participate in the following standard welfare benefit plans: medical, dental, vision and prescription coverage; Company-paid short- and long-term disability insurance; and paid vacation and holidays. In addition, the NEOs received the following additional welfare benefits which are not available to all salaried employees: (i) executive term life insurance coverage equal to three times the executive's current base salary (limited to an aggregate of $3 million in life insurance coverage under the policy) in lieu of the standard Company-paid term life insurance; and (ii) individual supplemental long-term disability insurance, which provides up to approximately $35,000 per month (subject to age, earnings, tenure, health and state of residence limitations) in additional coverage over the $8,000 per month maximum provided under our group long-term disability plan. We believe that these additional benefits are consistent with benefits provided to other similarly situated executives. Perquisites. We provide a limited number of perquisites to our NEOs that are related to the performance of their responsibilities. All perquisites are fully taxable to the NEOs and are not subject to any tax gross-ups.

  90. Practices Related to the Grant of Certain Equity Awards

    | SEVERANCE AND CHANGE OF CONTROL |

  91. Practices Related to the Grant of Certain Equity Awards

    All of our NEOs are eligible for certain severance benefits under individual severance agreements. These arrangements are described in more detail under the heading "Potential Payments Upon Termination or Change of Control" on page 51. Severance arrangements are intended to ensure that NEOs will act in the best interests of shareholders rather than avoiding transactions that could result in termination of employment. These arrangements also include certain restrictive covenants designed to prevent our NEOs from seeking employment with our competitors after termination or soliciting our employees or customers during the restricted period. Change of control arrangements are included in the severance agreements and are designed to preserve productivity, avoid disruption and prevent attrition during an actual or rumored change of control transaction.

  92. Practices Related to the Grant of Certain Equity Awards

    | NEO STOCK OWNERSHIP REQUIREMENTS |

  93. Practices Related to the Grant of Certain Equity Awards

    We encourage significant stock ownership by our NEOs to align the interests of our leadership team with those of our shareholders. We established stock ownership guidelines that require each NEO to own Ryder equity at least equal in value to a multiple of such NEO's salary within five years of appointment, as follows:

  94. Practices Related to the Grant of Certain Equity Awards

    | CEO | 6x annual base salary | | Other NEOs | 3x annual base salary |

  95. Practices Related to the Grant of Certain Equity Awards

    For purposes of calculating stock ownership, vested shares and unvested time-based restricted stock rights are counted. Currently, each NEO meets these stock ownership requirements.

  96. Practices Related to the Grant of Certain Equity Awards

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 44 |

  97. Practices Related to the Grant of Certain Equity Awards

    | | Compensation Discussion and Analysis |

  98. Practices Related to the Grant of Certain Equity Awards

    | PROHIBITIONS ON HEDGING AND PLEDGING |

  99. Practices Related to the Grant of Certain Equity Awards

    Ryder considers it improper for Board members, executive officers and certain other employees of the Company to engage in short-term or speculative transactions in the Company's securities. Ryder's Insider Trading Policy prohibits these individuals from engaging in hedging or monetization transactions, including zero-cost collars and forward sale contracts. In addition, Board members and executive officers are prohibited from holding the Company's securities in a margin account or otherwise pledging the Company's securities as collateral for a loan.

  100. Practices Related to the Grant of Certain Equity Awards

    | RECOUPMENT POLICIES |

  101. Practices Related to the Grant of Certain Equity Awards

    The Board of Directors has adopted a recoupment policy in accordance with the SEC's rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Executive Recoupment Policy"). Under the Executive Recoupment Policy, the Board of Directors must seek the recoupment or forfeiture of any erroneously awarded incentive-based compensation received by the Company's Section 16 officers in the event of a required accounting restatement of the Company's financial results. The Board of Directors has also adopted a recoupment policy pursuant to which the Compensation Committee may seek the recoupment or forfeiture of any erroneously awarded incentive-based compensation received by the Company's current or former officers, other than Section 16 officers, who engaged in fraud or other misconduct resulting in a required accounting restatement of the Company's financial results (the "Non-Executive Recoupment Policy," collectively with the Executive Recoupment Policy, the "Recoupment Policies"). The Recoupment Policies apply to all incentive-based compensation received by a covered officer during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement. In addition, under the terms of each NEO's severance agreement, the Company has the right to require the NEO to repay the full value of any severance payments received under certain scenarios, including if the Company subsequently discovers information that would have permitted the Company to terminate the NEO for Cause, as described under the heading "Potential Payments Upon Termination or Change of Control" on page 51.

  102. Practices Related to the Grant of Certain Equity Awards

    | TAX IMPLICATIONS |

  103. Practices Related to the Grant of Certain Equity Awards

    Section 162(m) of the Internal Revenue Code generally imposes a $1 million limit on the amount a public company may deduct for compensation paid to a company's "covered employees," which include our NEOs. While the Committee considers the deductibility of compensation as one of several factors in compensation decisions, the primary goals of our executive compensation programs are to attract, incentivize and retain key employees, as well as align pay with performance, and the Committee retains the ability to provide compensation that exceeds deductibility limits as it determines appropriate.

  104. Practices Related to the Grant of Certain Equity Awards

    | COMPENSATION RISKS |

  105. Practices Related to the Grant of Certain Equity Awards

    FW Cook assists the Committee with the risk assessment of the Company's compensation programs and policies, reviewing each significant element of the executive compensation programs. The Company also performed a risk assessment of the Company's non-executive plans as part of its ERM program, which is overseen by the Board as discussed under "Risk Management" on page 15 of this proxy statement. Based on these assessments, the Company concluded that our compensation policies and practices do not create risk that is reasonably likely to have a material adverse effect on Ryder. The assessments took into account that our compensation opportunities are intended to balance our near- and long-term strategic goals and encourage a focus on sustained, holistic company performance, and that our programs also incorporate risk mitigation policies such as caps on maximum payouts and recoupment policies.

  106. Practices Related to the Grant of Certain Equity Awards

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 45 |

  107. Practices Related to the Grant of Certain Equity Awards

    | | Compensation Committee Report on Executive Compensation and Executive Compensation |

  108. Practices Related to the Grant of Certain Equity Awards

    | COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION |

  109. Practices Related to the Grant of Certain Equity Awards

    Our Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on our review and discussions, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement. Submitted by the Compensation Committee of the Board.

  110. Practices Related to the Grant of Certain Equity Awards

    | Michael F. Hilton (Chair) | | Robert J. Eck | | Luis P. Nieto, Jr. | | Dmitri L. Stockton |

  111. Practices Related to the Grant of Certain Equity Awards

    | EXECUTIVE COMPENSATION |

  112. Practices Related to the Grant of Certain Equity Awards

    The following tables set forth information with respect to compensation for our NEOs. A detailed description of the plans and programs under which our NEOs received the following compensation can be found in the "Compensation Discussion and Analysis" section beginning on page 31 of this proxy statement.

  113. Practices Related to the Grant of Certain Equity Awards

    | SUMMARY COMPENSATION TABLE |

  114. Practices Related to the Grant of Certain Equity Awards

    | Name | Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Non qualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Robert E. Sanchez | Board Chair and CEO | 2025 | 1,100,001 | 7,159,495 | 1,675,894 | 68,198 | 174,798 | 10,178,386 | | | | 2024 | 1,060,001 | 6,632,456 | 1,439,257 | — | 152,094 | 9,283,808 | | | | 2023 | 1,030,001 | 6,179,815 | 1,667,652 | 81,250 | 247,264 | 9,205,982 | | Cristina Gallo-Aquino(5) | EVP and CFO | 2025 | 650,000 | 1,738,548 | 582,530 | 4,336 | 74,836 | 3,050,250 | | John J. Diez | President and COO | 2025 | 800,001 | 3,068,262 | 896,200 | 12,348 | 102,422 | 4,879,233 | | | | 2024 | 705,001 | 2,346,779 | 563,084 | — | 101,801 | 3,716,665 | | | | 2023 | 683,001 | 2,574,922 | 650,489 | 15,495 | 132,230 | 4,056,137 | | J. Steven Sensing | President, Supply Chain Solutions and Dedicated Transportation Solutions | 2025 | 730,002 | 2,352,362 | 713,794 | 24,713 | 104,561 | 3,925,432 | | | | 2024 | 705,002 | 2,244,721 | 614,831 | — | 105,477 | 3,670,031 | | | | 2023 | 683,001 | 2,162,838 | 655,475 | 30,035 | 122,511 | 3,653,860 | | Thomas M. Havens | President, Fleet Management Solutions | 2025 | 700,000 | 2,352,362 | 594,300 | 21,701 | 96,498 | 3,764,861 | | | | 2024 | 650,000 | 2,244,721 | 522,470 | — | 98,904 | 3,516,095 | | | | 2023 | 630,001 | 1,853,844 | 618,219 | 26,727 | 126,315 | 3,255,106 |

  115. Practices Related to the Grant of Certain Equity Awards

    | (a) | As described under "Pension Benefits" on page 49 of this proxy statement, our NEOs are not accruing benefits under the Pension Plans and instead receive employer contributions into their 401(k) Plan and DCP accounts. Since 2016, a portion of the employer contribution to the 401(k) Plan and the DCP are made in a lump sum after the end of the calendar year to which the contribution relates. The amounts presented reflect contributions made by the Company to the 401(k) Plan and the DCP during the calendar year reported. | | (b) | NEOs are eligible to participate in our Matching Gifts to Education Program, which is available to all employees. As a member of our Board, Mr. Sanchez is eligible to participate in the program limited to a maximum benefit of $10,000 per year. See "Director Compensation" on page 57 of this proxy statement. NEOs other than the CEO are eligible to participate in the program limited to a maximum benefit of $1,000 per year. | | (c) | Amounts include an annual car allowance and an annual allowance that may be used to pay for community, business or social activities that may be related to the performance of the executive's duties. The value in this column reflects the aggregate incremental cost to Ryder for providing each perquisite to the NEO. See "Perquisites" on page 44 of this proxy statement. | | (5) Ms. Gallo-Aquino was appointed Executive Vice President and CFO, effective January 1, 2025, and was not an NEO for fiscal years ended December 31, 2023 and 2024. Therefore, Ms. Gallo-Aquino’s compensation data for 2023 and 2024 are not included in this table. | |

  116. Practices Related to the Grant of Certain Equity Awards

    | 2025 GRANTS OF PLAN-BASED AWARDS |

  117. Practices Related to the Grant of Certain Equity Awards

    | OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025 |

  118. Practices Related to the Grant of Certain Equity Awards

    | 2025 OPTION EXERCISES AND STOCK VESTED |

  119. Practices Related to the Grant of Certain Equity Awards

    | PENSION BENEFITS |

  120. Practices Related to the Grant of Certain Equity Awards

    We maintain legacy Pension Plans for regular full-time employees other than those employees who are covered by plans administered by labor unions and certain other non-exempt employees. Effective December 31, 2007, the Pension Plans were frozen for all plan participants other than those who were eligible to continue to participate (based on age and tenure) and elected to do so. As a result, for those employees who were not eligible, or did not elect, to continue to participate, benefits ceased accruing as of such date. All retirement benefits earned and accrued as of December 31, 2007 are fully preserved, continue to be subject to the applicable vesting schedule, and will be paid in accordance with the plans and applicable legal requirements. No employees hired or rehired after January 1, 2007 are eligible to participate in the Pension Plans. Effective January 1, 2008, employees who were no longer eligible to continue to earn benefits in the Retirement Plan were automatically transitioned to an enhanced 401(k) plan and a non-elective deferred compensation plan (if eligible) for their retirement benefits. Effective December 31, 2020, the Pension Plans were frozen for all plan participants who were eligible to continue to participate effective December 31, 2007 (based on age and tenure) and elected to do so, except pursuant to certain collective bargaining agreements. The 401(k) Plan provides that all salaried and certain hourly employees hired or rehired prior to January 1, 2016 will receive: (i) a Company contribution equal to 3% of eligible pay, subject to a vesting schedule; and (ii) a 50% Company match of employee contributions of up to 5% of eligible pay, subject in each case to Internal Revenue Service ("IRS") limits. Employees hired or rehired on or after January 1, 2016 will receive a 50% Company match of employee contributions of up to 6% of eligible pay, subject to IRS limits. Our DCP provides for Company contributions in excess of the applicable IRS limitations under the 401(k) Plan. Employees eligible for Ryder contribution enhancements in the 401(k) Plan are also eligible for the enhancements in the DCP, provided they meet the eligibility requirements under the DCP. Based on their age and tenure with Ryder, Mr. Sanchez, Ms. Gallo-Aquino and Messrs. Diez, Sensing and Havens did not meet the eligibility requirements to continue accruing benefits under the Pension Plans, and, as such, their pension benefits were frozen and each is now entitled to the enhanced benefits under the 401(k) Plan and DCP. Benefits payable under the Retirement Plan are based on an employee's career earnings with us and our subsidiaries. At the normal retirement age of 65, a participant is entitled to a monthly pension benefit payable for life. The annual pension benefit, when paid in the form of a life annuity with no survivor's benefits, is generally equal to the sum of 1.45% of the first $15,600 of total compensation received during each calendar year that the employee is eligible to participate in the plan, plus 1.85% of the excess over $15,600. Elements of compensation considered in applying the payment and benefits formula include, to the extent applicable: eligible salary, annual cash incentive award, overtime, vacation and commission. Retirement Plan benefits vest at the earlier of the completion of five years of credited service or upon reaching age 65. If a participant is over age 55 and has more than ten years of continuous credited service, the participant is eligible to retire with an unreduced benefit at age 62. As of December 31, 2025, Messrs. Sanchez, Sensing and Havens are eligible for an unreduced retirement benefit. In the event of a change of control, all participants will be fully vested, and the term "accrued benefit" will include the value of early retirement benefits for any participant age 45 or older or with ten or more years of service. These benefits are not subject to any reduction for Social Security benefits or other offset amounts. An employee's pension benefits may be paid in certain alternative forms having actuarially equivalent values.

  121. Practices Related to the Grant of Certain Equity Awards

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 49 |

  122. Practices Related to the Grant of Certain Equity Awards

    | | Executive Compensation |

  123. Practices Related to the Grant of Certain Equity Awards

    The Benefit Restoration Plan pays participants whose benefits are reduced due to IRS maximum annual limitations on benefits under pension plans an amount equaling the additional amount of benefit the participant would be entitled to receive under the Benefit Restoration Plan without such limitation. The following table sets forth the present value of the accumulated benefits for the NEOs assuming they retire at the unreduced early retirement age of 62 and have ten years of continuous service, and using interest rate and mortality rate assumptions consistent with those used in our financial statements. For information regarding interest rate and mortality rate assumptions, see the section entitled "Employee Benefit Plans" in Note 19 to our consolidated financial statements, included in our 2025 Annual Report. None of our NEOs received any payments under the Pension Plans in 2025.

  124. Practices Related to the Grant of Certain Equity Awards

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | | Robert E. Sanchez | Retirement Plan (Frozen) | 33 | 466,886 | | | Benefit Restoration Plan (Frozen) | 33 | 434,735 | | Cristina Gallo-Aquino | Retirement Plan (Frozen) | 21 | 47,828 | | | Benefit Restoration Plan (Frozen) | 21 | — | | John J. Diez | Retirement Plan (Frozen) | 24 | 137,793 | | | Benefit Restoration Plan (Frozen) | 24 | 7,352 | | J. Steven Sensing | Retirement Plan (Frozen) | 33 | 303,520 | | | Benefit Restoration Plan (Frozen) | 33 | 9,404 | | Thomas M. Havens | Retirement Plan (Frozen) | 32 | 250,146 | | | Benefit Restoration Plan (Frozen) | 32 | 16,275 |

  125. Practices Related to the Grant of Certain Equity Awards

    | 2025 NONQUALIFIED DEFERRED COMPENSATION |

  126. Practices Related to the Grant of Certain Equity Awards

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL |

  127. Estimated Severance and Change of Control Severance Benefits as of December 31, 2025

    | PAY VERSUS PERFORMANCE |

  128. Pay Versus Performance Table

    Pay Versus Performance Table

  129. Pay Versus Performance Table

    | Year | SCT Total for PEO | Compensation Actually Paid to PEO(1)(3) | Average SCT Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs(2)(3) | Value of Initial Fixed $100 on Dec. 31, 2019 Investment Based on: | | Net Income (in millions) | Comparable EBITDA(6) (in millions) | | | | | | | TSR(4) | Peer Group TSR(5) | | | | | ($) | ($) | ($) | ($) | | | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 10,178,386 | 16,656,797 | 3,904,944 | 5,925,217 | 353 | 149 | 499 | 2,867 | | 2024 | 9,283,808 | 23,502,337 | 3,345,997 | 7,889,135 | 284 | 134 | 489 | 2,776 | | 2023 | 9,205,982 | 20,550,114 | 3,477,265 | 7,287,519 | 203 | 132 | 406 | 2,665 | | 2022 | 9,765,953 | 14,994,241(7) | 3,655,823 | 5,320,731(7) | 144 | 110 | 867 | 2,722 | | 2021 | 8,817,637 | 24,319,077(7) | 2,963,796 | 4,139,462(7) | 138 | 133 | 519 | 2,433 |

  130. Pay Versus Performance Table

    (1) The PEO in all five reporting years was Mr. Sanchez, our Board Chair and CEO. The table below shows the additions and deductions to calculate Compensation Actually Paid for our PEO in each fiscal year:

  131. Pay Versus Performance Table

    | Year | Reported SCT Total for PEO | Value of Stock Awards from SCT | Reported Change in Pension Value and Nonqualified Deferred Compensation Earnings from SCT | Equity Award Adjustments | | | | | Compensation Actually Paid to PEO | | | | | | Year-End Fair Value of Equity Awards Granted in the Applicable Year that are Unvested as of the end of the Applicable Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during Applicable Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 10,178,386 | (7,159,495) | (68,198) | 10,931,558 | 81,776 | 2,076,646 | — | 616,124 | 16,656,797 | | 2024 | 9,283,808 | (6,632,456) | — | 12,993,178 | 3,821,584 | 3,292,616 | — | 743,607 | 23,502,337 | | 2023 | 9,205,982 | (6,179,815) | (81,250) | 10,061,977 | 3,835,489 | 2,972,998 | — | 734,733 | 20,550,114 | | 2022 | 9,765,953 | (5,330,950) | — | 9,499,134 | 389,705(7) | (299,238)(7) | — | 969,637(7) | 14,994,241(7) | | 2021 | 8,817,637 | (4,696,570) | — | 9,282,482(7) | 5,147,217(7) | 4,626,892(7) | — | 1,141,419(7) | 24,319,077(7) |

  132. Pay Versus Performance Table

    (2) The non-PEO NEOs reflected in columns (d) and (e) represent the following individuals: Ms. Gallo-Aquino and Messrs. Diez, Sensing and Havens in 2025; Messrs. Diez, Sensing, Havens and Fatovic in 2024, 2023 and 2022; and Messrs. Diez, Parker, Sensing, Havens and Fatovic in 2021. The table below shows the additions and deductions to calculate the average Compensation Actually Paid to our non-PEO NEOs in each fiscal year:

  133. Pay Versus Performance Table

    | Year | Reported Average SCT Total for non-PEO NEOs | Average Value of Stock Award from SCT | Average Reported Change in Pension Value and Nonqualified Deferred Compensation Earnings from SCT | Average Equity Award Adjustments | | | | | Average Compensation Actually Paid to non-PEO NEOs | | | | | | Year-End Fair Value of Equity Awards Granted in the Applicable Year that are Unvested as of the end of the Applicable Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during Applicable Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 3,904,944 | (2,377,884) | (15,775) | 3,630,580 | 49,759 | 555,922 | — | 177,671 | 5,925,217 | | 2024 | 3,345,997 | (2,040,631) | — | 3,997,644 | 1,271,297 | 1,074,878 | — | 239,950 | 7,889,135 | | 2023 | 3,477,265 | (2,059,865) | (35,502) | 3,353,924 | 1,241,006 | 1,061,797 | — | 248,894 | 7,287,519 | | 2022 | 3,655,823 | (1,742,737) | — | 3,105,337 | 123,317(7) | (97,502)(7) | — | 276,493(7) | 5,320,731(7) | | 2021 | 2,963,796 | (1,580,708) | — | 2,173,633(7) | 1,056,635(7) | 729,398(7) | (1,422,825)(7) | 219,533(7) | 4,139,462(7) |

  134. Pay Versus Performance Table

    (3) For performance share awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the Compensation Actually Paid calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. For option awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal year-end dates using the Black-Scholes-Merton option pricing model. (4) Calculated in the same manner, with the same peer group, as required under Item 201(e) of Regulation S-K, measuring the period from the market close on the last trading day before the earliest fiscal year in the table through and including the end of the fiscal year for which cumulative TSR is calculated.

  135. Pay Versus Performance Table

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 54 |

  136. Pay Versus Performance Table

    | | Executive Compensation |

  137. Pay Versus Performance Table

    (5) Amount is calculated using the market capitalization of each company in the Peer Group TSR, at the beginning of each requisite period. The Peer Group TSR represents the Dow Jones Transportation 20 Index as presented in "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" on page 23 of our 2025 Annual Report. (6) Comparable EBITDA, a non-GAAP financial measure, is defined as net earnings, first adjusted to exclude discontinued operations and the following items, all from continuing operations: (i) non-operating pension costs, net, and (ii) any other items that are not representative of our business operations (these are the same items that are excluded from comparable earnings measures for the relevant periods), and then adjusted further for (a) interest expense, (b) income taxes, (c) depreciation, (d) used vehicle sales results and (e) amortization. The comparable EBITDA amount shown in the table reflects Company-wide results. In 2023, for compensation purposes, the Committee determined to exclude (i) the higher than expected comparable EBITDA benefit from an asset impairment charge related to a customer bankruptcy from the comparable EBITDA results of RSI and SCS, and (ii) the acquisition of IFS Holdings, LLC (acquired in November 2023 for approximately $255 million) from the comparable EBITDA and operating revenue results of RSI and SCS. As such, the total amount of comparable EBITDA used for 2023 compensation purposes was $2,645 billion. In 2021, for compensation purposes, the Committee determined to exclude the acquisition of Midwest Warehouse & Distribution System (acquired in November 2021 for approximately $284 million) from comparable EBITDA 2021 results. As such, the total amount of comparable EBITDA used for 2021 compensation purposes was $2,429 billion. For a reconciliation of the non-GAAP financial measure to the most comparable GAAP measure, as well as the reasons why management believes the measure is useful to shareholders, refer to"Non-GAAP Financial Measures" on page 43 of our 2025 Annual Report. (7) Reflects amended amounts correcting an error in the Company's annual proxy statement for the fiscal year ended December 31, 2022, filed with the SEC on March 15, 2023, which overstated (for fiscal year 2022) and understated (for fiscal year 2021) the underlying amount used for the fair value of equity awards that were granted. The amounts previously reported in the Pay Versus Performance table above, as well as the corresponding tables showing the additions and deductions used to calculate Compensation Actually Paid to PEO and Average Compensation Actually Paid to non-PEO NEOs, have been corrected to reflect the following: •For the "Compensation Actually Paid to PEO" column that appears in the Pay Versus Performance table and the corresponding table showing the additions and deductions used to calculate Compensation Actually Paid to PEO: the amended amounts are $14,994,241 and $24,319,077, in 2022 and 2021, respectively, compared to $16,096,527 and $22,693,300, in 2022 and 2021, respectively, that were reported in the Company's annual proxy statement for the fiscal year ended December 31, 2022. •For the "Average Compensation Actually Paid to non-PEO NEOs" column that appears in the Pay Versus Performance table and the corresponding table showing the additions and deductions used to calculate Average Compensation Actually Paid to non-PEO NEOs: the amended amounts are $5,320,731 and $4,139,462, in 2022 and 2021, respectively, compared to $5,569,923 and $3,806,715, in 2022 and 2021, respectively, that were reported in the Company's annual proxy statement for the fiscal year ended December 31, 2022. Financial Performance Measures. In accordance with the Pay Versus Performance Rules, the following table lists the most important financial performance measures used in 2025 to link "compensation actually paid" to PEO and non-PEO NEOs to Company performance, as further described in our Compensation Discussion and Analysis on the pages noted below.

  138. Pay Versus Performance Table

    | Financial Performance Measures | Page | | ROE (a non-GAAP financial measure) | 38 | | Free Cash Flow (a non-GAAP financial measure) | 38 | | Strategic Revenue Growth | 38 | | Comparable EBITDA (a non-GAAP financial measure) | 35 |

  139. Pay Versus Performance Table

    Relationship Between "Compensation Actually Paid" and Financial Performance Measures. The charts below show the relationship between "compensation actually paid" to PEO and non-PEO NEOs with Company and Peer Group TSR, and with Net Income and Comparable EBITDA, as reported in the Pay Versus Performance table above for fiscal years 2021 to 2025.

  140. Pay Versus Performance Table

    | |

  141. Pay Versus Performance Table

    | Table of Contents | Ryder System, Inc. | 2026 Proxy Statement | 55 |

  142. Pay Versus Performance Table

    | | Executive Compensation |

  143. Pay Versus Performance Table

    | PAY RATIO |

  144. Pay Versus Performance Table

    As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees to that of Robert E. Sanchez, our Board Chair and CEO during 2025. The 2025 annual total compensation of the median employee identified by the Company (as described below) was $55,344, and the 2025 annual total compensation of our CEO (as described on page 46 in the SCT) was $10,178,386. Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was 184 to 1. To identify the median employee, we began with our employee population (comprising both full-time and part-time employees) as of December 31, 2025, which consisted of 51,634 individuals (excluding our CEO), with 86% of employees located in the United States and 14% located outside of the United States. For information on our employee population, refer to Item 1, Business, in our 2025 Annual Report. We then identified the median employee using total cash compensation for this population for the 12-month period ending December 31, 2025, comprising (1) base pay; (2) actual annual bonus; (3) commissions; and (4) other cash payments, including car allowance, perquisites, tuition reimbursement and an executive allowance, as applicable. We did not annualize compensation for any employee, including employees that were not employed by us for all of 2025. After identifying the median employee as a full-time, salaried employee located in the United States, we calculated this employee's 2025 annual total compensation based on the SCT rules used for our NEOs.

  145. Pay Versus Performance Table

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  146. Pay Versus Performance Table

    | | Director Compensation |

  147. Pay Versus Performance Table

    | DIRECTOR COMPENSATION |

  148. Description of Director Compensation Program

    Description of Director Compensation Program The key objectives of our director compensation program are to attract and retain high-quality board members and to align their interests with the long-term interests of our shareholders. Directors who are employees receive no compensation or benefits for service on the Board other than the right to participate in our Matching Gifts to Education Program at the Board level.

  149. Description of Director Compensation Program

    | Our non-employee directors received the following compensation during 2025: | | | • | An annual Board retainer of $115,000, paid in four installments in January, April, July and October; | | • | An annual grant of $180,000 in restricted stock units ("RSUs"), made on the date of our Annual Meeting of Shareholders; | | • | A Board or committee meeting attendance fee of $1,000 for each additional Board or committee meeting attended in excess of eight Board meetings or eight committee meetings, payable in December; | | • | A committee chair retainer, payable in May, to each of the Chairs of the Finance, Compensation and Governance Committees ($20,000) and the Audit Committee ($25,000); and | | • | An annual retainer of $30,000 to the Board's Lead Independent Director, payable in May. |

  150. Description of Director Compensation Program

    The number of RSUs granted is based on the closing price of Ryder common stock on the date of the grant. The first RSU grant received upon joining the Board vests after the director's first year of service. Thereafter, RSUs vest and are settled upon grant unless the director elects to defer settlement. Directors may not sell any shares of common stock unless they have satisfied the director stock ownership requirements explained on page 58. RSUs granted during a director's initial year of service, or RSUs deferred until on or after separation from the Board, will receive dividend equivalents which will be reinvested through our dividend reinvestment program. Shares delivered in respect of RSUs will receive dividends upon terms consistent with all other shareholders. Upon the occurrence of a change in control, as defined in the relevant plan documents, all outstanding RSUs will be settled. Directors are given the option to receive all or any portion of their annual Board retainer in Ryder common stock. As part of our deferred compensation plan, directors also have the option of deferring receipt of their annual Board retainers and excess meeting fees. We do not pay above-market or preferential earnings on compensation deferred by directors. Directors are not eligible to participate in our Pension Plans or 401(k) Plan. We maintain a legacy Directors' Charitable Awards Program pursuant to which each director who was elected prior to January 1, 2005 may designate up to two charitable organizations to which we will contribute an aggregate of $500,000 in ten annual installments in the director's name following the director's death. The program is currently funded with the proceeds of insurance policies, and the directors obtain no personal financial benefits from the program. One of our directors, Ms. A. Smith, was elected prior to January 1, 2005, and currently participates in the program. Directors may also participate in our Matching Gifts to Education Program, under which we match a director's contributions to eligible educational institutions up to a maximum of $10,000 per year. The Compensation Committee conducts a comprehensive review and evaluation of the compensation for our non-employee directors annually, including a compensation pay analysis by FW Cook. The Committee determined not to make any changes to director compensation in 2025.

  151. Description of Director Compensation Program

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  152. Description of Director Compensation Program

    | | Director Compensation |

  153. Description of Director Compensation Program

    | 2025 DIRECTOR COMPENSATION |

  154. Description of Director Compensation Program

    The table below sets forth the total compensation received by our non-employee Board members in 2025.

  155. Description of Director Compensation Program

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Robert J. Eck | 132,123 | 180,000 | 130,215 | 442,338 | | Robert A. Hagemann | 116,000 | 180,000 | 95,985 | 391,985 | | Michael F. Hilton | 154,726 | 180,000 | 111,150 | 445,876 | | Tamara L. Lundgren | 129,151 | 180,000 | 50,863 | 360,014 | | Luis P. Nieto, Jr. | 115,000 | 180,000 | 109,700 | 404,700 | | David G. Nord | 141,000 | 180,000 | 117,005 | 438,005 | | Abbie J. Smith(4) | 116,000 | 180,000 | 162,705 | 458,705 | | E. Follin Smith(5) | 115,000 | 180,000 | 124,953 | 419,953 | | Dmitri L. Stockton | 135,000 | 180,000 | 83,772 | 398,772 | | Charles M. Swoboda | — | 296,000 | 35,378 | 331,378 |

  156. Description of Director Compensation Program

    | (1) Includes an annual Board retainer of $115,000, as well as: (i) committee chair fees paid as follows: Mr. Eck, $6,849; Mr. Hilton, $20,000; Ms. Lundgren, $13,151; Mr. Nord, $25,000; and Mr. Stockton, $20,000; (ii) Lead Independent Director fee paid as follows: Mr. Eck, $10,274; and Mr. Hilton, $19,726; and (iii) additional meeting fees paid as follows: Mr. Hagemann, $1,000; Ms. Lundgren, $1,000; Mr. Nord, $1,000; and Ms. A. Smith, $1,000. | | (2) Represents the aggregate value of stock awards granted in 2025, valued at their respective grant dates in accordance with FASB ASC Topic 718. For 2025, Mr. Swoboda elected to receive 100% of his compensation in stock. Therefore, his stock awards include the annual Board retainer of $115,000 and additional meeting fees of $1,000. The table below sets forth each director's outstanding stock awards as of December 31, 2025, as a result of the director's election to defer settlement of such award. These shares are fully vested but not yet delivered: |

  157. Description of Director Compensation Program

    | Name | Outstanding Stock Awards | | Robert J. Eck | 35,167 | | Robert A. Hagemann | 27,300 | | Michael F. Hilton | 32,411 | | Tamara L. Lundgren | 11,887 | | Luis P. Nieto, Jr. | 29,225 | | David G. Nord | 31,170 | | Abbie J. Smith | 50,845 | | E. Follin Smith | 33,801 | | Dmitri L. Stockton | 21,584 | | Charles M. Swoboda | 7,924 |

  158. Description of Director Compensation Program

    | (3) Reflects the value of RSUs earned as dividend equivalents in 2025 and benefits under the Company's Matching Gifts to Education Program, as described above on page 57. | | (4) Reflects Ms. A. Smith's compensation for 2025. As previously disclosed, Ms. A. Smith will retire from the Board at the Annual Meeting and therefore will not stand for re-election. | | (5) Reflects Ms. F. Smith's compensation for 2025. As previously disclosed, Ms. F. Smith retired from the Board earlier this year and therefore will not stand for re-election. |