Abbie J. Smith
RYDER SYSTEMAbout Abbie J. Smith
Independent director at Ryder System, Inc. (R) since 2003; age 71. Smith is the Boris and Irene Stern Distinguished Service Professor of Accounting at the University of Chicago Booth School of Business, joining the faculty in 1980 after completing a Ph.D. in Accounting at Cornell University. Her research focuses on corporate restructuring, transparency, and corporate governance; recognitions include a Smith Breeden Prize nomination, a Marvin Bower Fellowship (HBS), a McKinsey Award for Excellence in Teaching, and a GE Foundation Research Grant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Chicago Booth School of Business | Professor of Accounting (Boris and Irene Stern Distinguished Service Professor) | 1980–present | Research and teaching in corporate governance, transparency, restructuring |
| (Academic awards/recognition) | Various awards (e.g., Marvin Bower Fellowship, McKinsey Award, GE Foundation Grant) | Various | Highlights academic excellence and thought leadership relevant to governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| HNI Corporation | Director | Not disclosed | Prior experience includes serving as a lead independent director and member of audit and governance committees in public company boards (general disclosure) |
| Dimensional ETF Trust; DFA Investment Trust Co; Dimensional Emerging Markets Value Fund; Dimensional Investment Group Inc.; DFA Investment Dimensions Group Inc. | Trustee | Not disclosed | Multiple fund board trusteeships (oversight of complex financial reporting and controls) |
| Chicago-based UBS Funds | Trustee | Not disclosed | Fund trustee role |
Board Governance
- Independence: Board determined Smith is independent under NYSE standards; 10 of 11 directors independent (only CEO/Chair not independent) .
- Committees: Audit Committee member; Finance Committee member .
- Audit Committee qualifications: All members are independent and designated “audit committee financial experts” under SEC rules (signals deep accounting/controls oversight) .
- Attendance and engagement: Board held 5 regular meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting; independent director sessions held at each regular meeting .
- Board leadership and refreshment: Combined Chair/CEO model with a strong Lead Independent Director; Board uses annual evaluations and skills matrix; Board does not impose tenure limits and emphasizes balancing institutional knowledge with refreshment .
- Shareholder engagement: Governance Committee oversees outreach; management and independent directors met with holders representing ~25% of outstanding shares in 2024 .
Fixed Compensation (Director)
| Component (2024) | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $115,000 (paid quarterly) [program terms] | |
| RSU annual grant | $180,000 in RSUs granted on Annual Meeting date [program terms] | |
| Meeting fees | $1,000 per Board or committee meeting above eight, payable in December [program terms] | |
| Committee chair retainer | Audit Chair $25,000; Finance/Comp/Gov Chairs $20,000 [program terms] | |
| Lead Independent Director retainer | $30,000 [program terms] | |
| 2024 Paid – Abbie J. Smith | Cash Fees: $120,385; Stock Awards (grant-date fair value): $316,853; Total: $437,238 | |
| Notes on 2024 cash breakdown | Includes pro-rated increase to retainer; notes list a $6,885 committee chair fee and $1,000 excess meeting fee for Smith |
- Program features: Directors may elect to take retainer in stock and/or defer retainers and RSU settlements; initial RSUs vest after first year; thereafter RSUs vest/settle upon grant unless deferred; dividend equivalents accrue on deferred RSUs; outstanding RSUs settle upon change in control; directors are ineligible for company pension/401(k) .
Performance Compensation (Director)
| Element | Metrics | Payout Range | Vesting/Settlement | Notes |
|---|---|---|---|---|
| RSUs (time-based) | None (no performance metrics for non-employee directors) | N/A | Initial grant vests after first year; subsequent RSUs vest/settle upon grant unless deferred | Annual grant $180,000 in RSUs; dividend equivalents accrue when deferred |
Directors do not receive performance-based incentives (no AIP/LTIP); equity is time-based RSUs intended to align interests via share ownership .
Other Directorships & Interlocks
- Current public company board: HNI Corporation (director) .
- Board-level interlocks: Company discloses no compensation committee interlocks in 2024 (no cross-service by executives/directors that would require disclosure) .
- Service limits: Directors limited to four other public company boards (CEO/Chair limited to two); each director within thresholds .
Expertise & Qualifications
- Academic governance expertise: Corporate governance, transparency, and restructuring scholar; recognized publications and awards .
- Financial/accounting expertise: Audit Committee financial expert; deep accounting background supports oversight of financial reporting, controls, and audit .
- Tenure/continuity: Director since 2003, providing significant institutional knowledge; Board emphasizes skills matrix and ongoing refreshment without term limits .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Total beneficial ownership (as of Feb 21, 2025) | 73,247 shares | |
| “Percent of Class” | <1% (asterisk in table) | |
| Shares which may be acquired within 60 days | 49,602 (includes fully vested RSUs deliverable per plan/deferred) | |
| Deferred plan/RSU holdings noted | 14,666 shares in director deferred compensation account; Outstanding stock awards (fully vested, not yet delivered): 49,602 | |
| Director ownership guideline | 6× annual Board retainer; proportionate compliance within 5 years | |
| Compliance status (as of Dec 31, 2024) | All directors in compliance | |
| Hedging/pledging policy | Hedging prohibited; pledging/margin accounts prohibited for directors and executive officers |
Related-Party & Conflicts Screening
- Related person transactions: None in 2024; Governance Committee pre-approves/oversees per policy; annual conflict questionnaires completed by directors/executives .
- Charitable program: Legacy Directors’ Charitable Awards Program (for directors elected before Jan 1, 2005) funds $500,000 aggregate charitable contributions upon a director’s death; Smith participates; no personal financial benefit; program funded by insurance .
- Independence review: Board reaffirmed independence for all non-management directors, including Smith, after reviewing any relationships and charitable contributions involving directors’ affiliations .
Insider Trades
| Period Reviewed | Result |
|---|---|
| 2024-01-01 to 2025-11-20 | No Form 4 insider transactions for “Abbie J. Smith” at R found via insider-trades skill (Form 4 scan) |
Source: insider-trades skill run on 2025-11-20 (no records returned for the period).
Governance Assessment
- Strengths
- Independence and audit financial expertise bolster credibility on Audit and Finance committees; Audit Committee composed entirely of independent “financial experts” .
- Strong ownership alignment: substantial beneficial ownership, significant deferred RSUs, and robust director ownership guideline (6× retainer) with board-wide compliance; hedging/pledging prohibited .
- Engagement/attendance: at least 75% meeting attendance; all directors attended 2024 annual meeting; independent sessions each regular meeting .
- No related-party transactions in 2024 reduces conflict risk .
- Watch items
- Long tenure (director since 2003) may draw some investor scrutiny on refreshment, though the Board’s stated approach values institutional knowledge and uses ongoing evaluations without term limits .
- Compensation signals
- Director pay mix is balanced between cash retainer and time-based RSUs; 2024 total was $437,238 for Smith, with $316,853 in stock awards; no performance-conditioned director pay, consistent with standard governance practice .
Citations: