Ryder System Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Rental/Leasing Companies
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): DECEMBER 16, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 13, 2024, the Board of Directors (the “Board”) of Ryder System, Inc. (the “Company”) appointed Mr. John J. Diez, current Executive Vice President and Chief Financial Officer, as President and Chief Operating Officer, effective January 1, 2025. Mr. Diez will continue to report to the Company’s Chair and Chief Executive Officer, Mr. Robert Sanchez, and will be responsible for general management of all of the Company’s business segments: Fleet Management Solutions (“FMS”), Supply Chain Solutions and Dedicated Transportation Solutions (“DTS”). Ms. Cristina Gallo-Aquino, current Senior Vice President (“SVP”), Controller and Principal Accounting Officer, was appointed to succeed Mr. Diez as Executive Vice President and Chief Financial Officer, and will continue to serve as the Company’s Principal Accounting Officer, effective January 1, 2025.
Mr. Diez brings 22 years of experience with the Company during which he has held various leadership roles, including most recently as Executive Vice President and Chief Financial Officer since May 2021. Prior to that, Mr. Diez served as President, FMS from August 2019 to May 2021 and as President, DTS from March 2015 to August 2019.
Ms. Gallo-Aquino joined the Company in 2004 and has extensive financial and accounting experience. She served most recently as SVP, Controller and Principal Accounting Officer since August 2020. Prior to that, she served as Vice President and Chief Financial Officer, FMS from August 2015 to August 2020.
In connection with the appointment of Mr. Diez, the Company’s Compensation Committee approved increasing his annual salary to $800,000 and his annual target bonus opportunity to 125%.
In connection with the appointment of Ms. Gallo-Aquino, the Company’s Compensation Committee approved increasing her annual base salary to $650,000 and her annual target bonus opportunity to 100%. The Company also anticipates entering into an agreement with Ms. Gallo-Aquino that will provide for severance benefits substantially similar to those currently provided to current members of the Company’s leadership team.
In addition, Mr. Diez and Ms. Gallo-Aquino are eligible for future awards under the Company’s long-term incentive program.
There are no family relationships between Mr. Diez and any of the Company’s directors or executive officers, and the Company has not entered into any transactions with Mr. Diez requiring disclosure under Item 404(a) of Regulation S-K. Similarly, there are no family relationships between Ms. Gallo-Aquino and any of the Company’s directors or executive officers, and the Company has not entered into any transactions with Ms. Gallo-Aquino requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
The Company issued a press release on December 16, 2024, announcing the appointments of Mr. Diez and Ms. Gallo-Aquino. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished by the Company pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01(d) Exhibits
The following exhibits are furnished as part of this report on Form 8-K:
| Exhibit 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File - The Cover page of this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 16, 2024 | RYDER SYSTEM, INC. (Registrant) | |||||||
| By: | /s/ Robert D. Fatovic | |||||||
| Robert D. Fatovic Executive Vice President, Chief Legal Officer & Corporate Secretary | ||||||||