8-K

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): May 3, 2021

RYDER SYSTEM, INC.

(Exact name of registrant as specified in its charter) 

Florida	1-4364	59-0739250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11690 NW 105th Street		33178
Miami,	Florida	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (305) 500-3726

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	R	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 3, 2021, Scott T. Parker resigned from his position as Ryder System, Inc.’s (the “Company”) Executive Vice President and Chief Financial Officer, effective May 6, 2021. Mr. Parker’s resignation was not the result of any disagreement regarding any matter relating to the Company’s operations, policies or practices. Mr. Parker will remain with the Company to assist with the transition until his departure on June 4, 2021.

On May 6, 2021, the Company’s Board of Directors (the “Board”) appointed Mr. John J. Diez, the Company’s current President, Global Fleet Management Solutions (“FMS”), as the Company’s Executive Vice President and Chief Financial Officer, effective May 6, 2021. Mr. Tom Havens, current Senior Vice President and Global Chief of Operations, FMS was appointed to succeed Mr. Diez as President, FMS, effective May 6, 2021.

Mr. Diez joined the Company in 2002 as Assistant Controller and has extensive industry and finance experience. He has held various leadership roles, most recently as President, FMS since August 2019. Prior that role, he was President, Dedicated Transportation Solutions (“DTS”) from March 2015 to August 2019, Senior Vice President of Ryder, DTS from March 2014 to February 2015, Senior Vice President of Asset Management, FMS from January 2011 to February 2014, and Senior Vice President Global Field Finance from March 2008 to December 2010. Mr. Diez is also a Certified Public Accountant and prior to joining the Company he worked in the audit practice of KPMG LLP.

Mr. Havens joined the Company in 1993 and has also held various leadership positions. Since November 2012, Mr. Havens has served as Senior Vice President and Global Chief of Operations, FMS. Prior to that role, he was Vice President and General Manager, FMS Canada from September 2011 to November 2012, Vice President of Operations, FMS from July 2007 to August 2011 and General Director of Asset Management from July 2003 to July 2007.

In connection with the appointment of Mr. Diez, the Company’s Compensation Committee approved a one-time equity award valued at $500,000, comprised of performance-based restricted shares for the 2021–2023 performance period, subject to continued employment. The remainder of Mr. Diez’s compensation arrangement will remain unchanged.

In connection with the appointment of Mr. Havens, the Company’s Compensation Committee approved the following compensation arrangement: (1) annual base salary of $550,000, (2) annual target bonus opportunity equal to 100% of base salary and (3) a one-time equity award valued at $500,000, comprised of performance-based restricted shares for the 2021–2023 performance cycle, subject to continued employment.

For both Mr. Diez and Mr. Havens, the equity awards will be granted pursuant to the Company’s Amended 2019 Equity Compensation Plan. In addition, Mr. Diez and Mr. Havens are eligible for future awards under the Company’s Long-Term Incentive Program.

The Company also anticipates entering into an agreement with Mr. Haven that will provide for severance benefits substantially similar to those currently provided to current members of the Company’s leadership team.

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 Mr. Havens and any of the Company’s directors or executive officers, and the Company has not entered into any transactions with Mr. Havens requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

The Company issued a press release on May 6, 2021, announcing the appointments of Mr. Diez and Mr. Havens. 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	Press Release issued by Ryder System, Inc. on May 6, 2021
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: May 6, 2021	RYDER SYSTEM, INC. (Registrant)
	By:	/s/ Robert D. Fatovic
		Robert D. Fatovic Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

Ryder Names New Chief Financial Officer and

New President of its Fleet Management Solutions Business

Industry veteran John J. Diez named to top financial role;

Ryder operations leader Tom Havens appointed head of fleet business

MIAMI, May 6, 2021 — Ryder System, Inc. (NYSE: R), a leader in supply chain, dedicated transportation, and fleet management solutions, today announces the appointment of John J. Diez to executive vice president and chief financial officer (CFO). Mr. Diez succeeds Scott T. Parker, who resigned from his position to pursue other opportunities and will remain with Ryder through June 4, 2021 to ensure a smooth transition.

Mr. Diez, most recently president of Ryder’s Fleet Management Solutions (FMS) business, will oversee all of Ryder’s financial management functions including finance and accounting, treasury, tax, audit, corporate strategy, and investor relations.

During his 20-year tenure at Ryder, Mr. Diez has held a variety of senior operational and financial management roles with increasing responsibility. Prior to serving as president of Ryder’s FMS business, he was president of the company’s Dedicated Transportation Solutions (DTS) business unit where he led strong revenue growth and improved business returns. In addition, Mr. Diez has extensive industry and finance experience, having served as Ryder’s senior vice president of field finance, CFO for the FMS business segment, senior vice president of asset management, and assistant controller for the company. Prior to joining Ryder in 2002, Mr. Diez began his career in the audit practice of KPMG LLP. Mr. Diez is a licensed Certified Public Accountant.

As part of this organizational change, Tom Havens, most recently senior vice president and global chief of operations for the FMS business since 2012, has been named president of Ryder’s FMS business unit. With this promotion, Mr. Havens joins Ryder’s executive leadership team and reports to Ryder Chairman and Chief Executive Officer Robert E. Sanchez.

Mr. Havens is a 28-year veteran of Ryder. Over the course of his Ryder career, he has held a variety of positions of increasing responsibility, including head of operations for Ryder’s west region, general manager for FMS in Canada, vice president of asset management and vehicle sales, and numerous positions in the rental organization where he started as a rental representative in 1993.

“I am pleased we were able to fill these critically important and strategic roles with extremely talented business leaders from within the company,” says Mr. Sanchez. “Both John and Tom have strong track records in understanding the unique needs of our company, while delivering transformational finance and business performance results.”

“On behalf of Ryder, I would like to thank Scott for his passion and drive for our financial performance, positioning us well for the future,” adds Mr. Sanchez. “We wish him all the best in his future endeavors.”

NOTE: Headshots of Mr. Diez and Mr. Havens are available in the Ryder Newsroom and BusinessWire.

###

About Ryder

Ryder System, Inc. (NYSE: R) is a leading logistics and transportation company. It provides supply chain, dedicated transportation, and fleet management solutions, including full service leasing, rental, and maintenance, used vehicle sales, professional drivers, transportation services, freight brokerage, warehousing and distribution, e-commerce fulfillment, and last mile delivery services, to some world’s most-recognized brands. Ryder provides services throughout the United States, Mexico, Canada, and the United Kingdom. In addition, Ryder manages nearly 235,000 commercial vehicles and operates more than 300 warehouses encompassing approximately 64 million square feet. Ryder is regularly recognized for its industry-leading practices in third-party logistics, technology-driven innovations, commercial vehicle maintenance, environmentally friendly solutions, corporate social responsibility, world-class safety and security programs, military veteran recruitment initiatives, and the hiring of a diverse workforce. www.ryder.com

Note Regarding Forward-Looking Statements: Certain statements and information included in this news release are "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements including those risks set forth in our periodic filings with the Securities and Exchange Commission. New risks emerge from time to time. It is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Media:	Investor Relations:
Amy Federman	Bob Brunn
(305) 500-4989	(305) 500-4053
afederman@rdyer.com	Bob_S_Brunn@ryder.com

ryder-financial

ryder-usa

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Cover Page		3 Months Ended
	Apr. 29, 2020	Dec. 31, 2020
Cover [Abstract]
Entity Registrant Name	RYDER SYSTEM, INC.
Entity Central Index Key	0000085961
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Document Type	8-K
Document Period End Date		May 03, 2021
Entity Incorporation, State or Country Code	FL
Entity File Number	1-4364
Entity Tax Identification Number	59-0739250
Entity Address, Address Line One	11690 NW 105th Street
Entity Address, City or Town	Miami,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33178
City Area Code	305
Local Phone Number	500-3726
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	R
Security Exchange Name	NYSE
Entity Emerging Growth Company	false