Ryder System (R) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 1, 2026, to elect eleven directors, ratify the auditor, approve executive compensation, and vote on a shareholder proposal for an independent Board Chair.

• 2025 financial highlights include $11.99 EPS, $12.7B total revenue, 17% adjusted ROE, $2.6B operating cash flow, and 146% three-year TSR.

• Strong governance practices, robust board oversight, and a published 2024 Corporate Sustainability Report.

Voting matters and shareholder proposals

• Four proposals: election of eleven directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory vote on executive compensation, and advisory vote on a shareholder proposal for an independent Board Chair.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and AGAINST the independent Board Chair proposal.

• Shareholder proposal seeks a permanent independent Board Chair; Board opposes, citing flexibility and past shareholder votes.

Board of directors and corporate governance

• Eleven director nominees, nine of whom are independent; two women and four racially/ethnically diverse.

• Board refreshment includes new appointments and retirements, with an average tenure of 9.7 years.

• Lead Independent Director role established; strong committee structure with annual evaluations.

• Shareholder engagement includes annual outreach to majority shareholders and multiple communication channels.