RYDER SYSTEM INC, DEF 14A filed on 3/11/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name RYDER SYSTEM, INC.
Entity Central Index Key 0000085961
v3.25.4
Pay vs Performance Disclosure
number in Millions
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, 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)
202510,178,386 16,656,797 3,904,944 5,925,217 3531494992,867
20249,283,808 23,502,337 3,345,997 7,889,135 2841344892,776
20239,205,982 20,550,114 3,477,265 7,287,519 2031324062,665
20229,765,953 14,994,241 (7)3,655,823 5,320,731 (7)1441108672,722
20218,817,637 24,319,077 (7)2,963,796 4,139,462 (7)1381335192,433
       
Company Selected Measure Name Comparable EBITDA        
Named Executive Officers, Footnote 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 yearThe 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        
Peer Group Issuers, Footnote 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.        
PEO Total Compensation Amount $ 10,178,386 $ 9,283,808 $ 9,205,982 $ 9,765,953 $ 8,817,637
PEO Actually Paid Compensation Amount $ 16,656,797 23,502,337 20,550,114 14,994,241 24,319,077
Adjustment To PEO Compensation, Footnote
Year

Reported SCT Total for PEO Value of Stock Awards from SCTReported Change in Pension Value and Nonqualified Deferred Compensation Earnings from SCTEquity Award AdjustmentsCompensation 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 YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearDeduction of Fair Value of Awards Granted during Prior Years that were Forfeited during Applicable YearValue of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
($)($)($)($)($)($)($)($)($)
202510,178,386 (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 
20239,205,982 (6,179,815)(81,250)10,061,977 3,835,489 2,972,998 734,733 20,550,114 
20229,765,953 (5,330,950)9,499,134 389,705 (7)(299,238)(7)969,637 (7)14,994,241 (7)
20218,817,637 (4,696,570)9,282,482 (7)5,147,217 (7)4,626,892 (7)1,141,419 (7)24,319,077 (7)
       
Non-PEO NEO Average Total Compensation Amount $ 3,904,944 3,345,997 3,477,265 3,655,823 2,963,796
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,925,217 7,889,135 7,287,519 5,320,731 4,139,462
Adjustment to Non-PEO NEO Compensation Footnote
Year

Reported Average SCT Total for non-PEO NEOsAverage Value of Stock Award from SCTAverage Reported Change in Pension Value and Nonqualified Deferred Compensation Earnings from SCTAverage Equity Award AdjustmentsAverage 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 YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearDeduction of Fair Value of Awards Granted during Prior Years that were Forfeited during Applicable YearValue of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
($)($)($)($)($)($)($)($)($)
20253,904,944 (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 
20233,477,265 (2,059,865)(35,502)3,353,924 1,241,006 1,061,797 248,894 7,287,519 
20223,655,823 (1,742,737)3,105,337 123,317 (7)(97,502)(7)276,493 (7)5,320,731 (7)
20212,963,796 (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)
       
Compensation Actually Paid vs. Total Shareholder Return 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.
Copy of 2025 Charts for PvP Table.jpg
       
Compensation Actually Paid vs. Net Income 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.
Copy of 2025 Charts for PvP Table.jpg
       
Compensation Actually Paid vs. Company Selected Measure 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.
Copy of 2025 Charts for PvP Table.jpg
       
Total Shareholder Return Vs Peer Group 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.
Copy of 2025 Charts for PvP Table.jpg
       
Tabular List, Table
Financial Performance Measures
Page
ROE (a non-GAAP financial measure)
38
Free Cash Flow (a non-GAAP financial measure)
38
Strategic Revenue Growth38
Comparable EBITDA (a non-GAAP financial measure)
35
       
Total Shareholder Return Amount $ 353 284 203 144 138
Peer Group Total Shareholder Return Amount 149 134 132 110 133
Net Income (Loss) $ 499,000,000 $ 489,000,000 $ 406,000,000 $ 867,000,000 $ 519,000,000
Company Selected Measure Amount 2,867 2,776 2,665 2,722 2,433
PEO Name Mr. Sanchez        
Additional 402(v) Disclosure 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. 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.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.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name ROE (a non-GAAP financial measure)        
Measure:: 2          
Pay vs Performance Disclosure          
Name Free Cash Flow (a non-GAAP financial measure)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Strategic Revenue Growth        
Measure:: 4          
Pay vs Performance Disclosure          
Name Comparable EBITDA        
Non-GAAP Measure Description 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.        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (68,198) $ 0 $ (81,250) $ 0 $ 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,159,495) (6,632,456) (6,179,815) (5,330,950) (4,696,570)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,931,558 12,993,178 10,061,977 9,499,134 9,282,482
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 81,776 3,821,584 3,835,489 389,705 5,147,217
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 616,124 743,607 734,733 969,637 1,141,419
PEO | Equity Awards Granted in Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,076,646 3,292,616 2,972,998 (299,238) 4,626,892
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (15,775) 0 (35,502) 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,377,884) (2,040,631) (2,059,865) (1,742,737) (1,580,708)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,630,580 3,997,644 3,353,924 3,105,337 2,173,633
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 49,759 1,271,297 1,241,006 123,317 1,056,635
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 555,922 1,074,878 1,061,797 (97,502) 729,398
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 (1,422,825)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 177,671 $ 239,950 $ 248,894 $ 276,493 $ 219,533
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true