Charles M. Swoboda
RYDER SYSTEMAbout Charles M. Swoboda
Independent director of Ryder System, Inc. since 2022; age 58. Retired Chairman, President & CEO of Cree, Inc. (appointed President & CEO in 2001, Chairman in 2005; retired May 2017); earlier roles include Manager of LED Product and President/COO at Cree, and Sales Engineer at Hewlett‑Packard. Serves on Ryder’s Audit Committee and Corporate Governance & Nominating Committee; designated independent under NYSE standards and Ryder’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cree, Inc. | Chairman & CEO; President & CEO; President & COO; Manager, LED Product | President & CEO (2001); Chairman (2005); retired May 2017; joined 1993 | Led global operations, technology commercialization and product development |
| Hewlett‑Packard | Sales Engineer | Prior to joining Cree | Technical sales experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vast Therapeutics | Executive Chairman | Current (preclinical stage drug development) | Company leadership and governance |
| Anixter International (past) | Director | Until June 2020 | Public company board experience |
Board Governance
- Committee assignments: Audit; Corporate Governance & Nominating .
- Audit Committee: all members independent and audit committee financial experts under SEC rules; oversight of financial reporting, internal controls, auditor independence, investigations, risk processes, and IT/cybersecurity . Swoboda is listed among Audit Committee signatories in the committee report .
- Independence: Board determined all directors other than the Chair/CEO are independent (includes Swoboda) .
- Attendance and engagement: Board held five regular meetings in 2024; each director attended at least 75% of aggregate Board/committee meetings; independent directors meet in executive session at each regular meeting; all directors attended the 2024 Annual Meeting .
- Election results (shareholder confidence signal):
| Measure | 2024 Vote | 2025 Vote |
|---|---|---|
| For | 36,742,861 | 34,719,093 |
| Against | 1,028,813 | 921,526 |
| Abstain | 78,217 | 78,005 |
- Related‑party transactions: None reported in 2024 or 2023; related‑person policy requires prior Governance Committee approval; annual questionnaires reviewed .
Fixed Compensation
Program structure for non‑employee directors (2024 levels; increases noted):
| Component | Amount/Terms |
|---|---|
| Annual Board cash retainer | $115,000 (raised by $5,000 in 2024; paid quarterly) |
| Annual equity retainer | $180,000 in RSUs granted on Annual Meeting date; first grant vests after first year, thereafter RSUs vest/settle upon grant unless deferred |
| Committee chair retainers | Audit Chair $25,000; Compensation/Governance/Finance Chairs $20,000 |
| Lead Independent Director retainer | $30,000 |
| Meeting fees | $1,000 per Board or committee meeting above eight per year (paid in December) |
| Director deferral/election | May elect to receive fees in stock and defer settlement; no above‑market earnings |
Director‑specific 2024 compensation:
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $0 (elected to receive 100% of compensation in stock) |
| Stock awards (incl. converted retainer and RSUs) | $309,032 |
| Total | $309,032 |
Ownership alignment requirements: Directors must own Ryder stock equal to 6× annual Board retainer within five years; all directors were in compliance as of Dec 31, 2024 .
Performance Compensation
- Structure: Director equity is granted as time‑based RSUs; no performance conditions (no PSUs/options for directors). Annual grants on meeting date; initial grant vests after first year; subsequent RSUs vest/settle upon grant unless deferred .
- Hedging/pledging: Directors are prohibited from hedging or pledging Ryder stock or using margin accounts .
Note: Performance metrics (EBITDA, ROE, TSR modifiers, etc.) apply to executive LTIP/AIP, not to director compensation .
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| Anixter International | Past director (through June 2020) | No disclosed interlocks or related‑party exposure with Ryder |
Board service limits: Directors may serve on no more than four other public company boards (CEO/Chair: two); each nominee within thresholds .
Expertise & Qualifications
- Global operations and technology commercialization; new product development expertise from Cree leadership .
- Audit committee financial expertise designation (committee composed entirely of “financial experts”) .
- Governance and succession oversight via Corporate Governance & Nominating Committee responsibilities (board composition, evaluations, CEO evaluation, ESG oversight) .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Total shares beneficially owned | 3,751 (as of Feb 23, 2024) | 6,159 (as of Feb 21, 2025) |
| % of shares outstanding | <1% | <1% |
| Shares which may be acquired within 60 days (incl. deferred RSUs deliverable per plan) | 3,751 | 6,159 |
| Outstanding stock awards (fully vested but deferred) | 5,976 (as of Dec 31, 2024) | — |
Policy signals: Prohibition on hedging/pledging; robust director stock ownership guidelines .
Governance Assessment
- Alignment: Elected to receive 100% of 2024 director compensation in stock; strong skin‑in‑the‑game signal alongside 6× retainer ownership guideline compliance .
- Independence/Conflicts: Classified independent; no related‑party transactions in 2024/2023; strong conflict‑management policy .
- Engagement: Met attendance threshold; Board holds independent sessions each regular meeting; strong shareholder support in director elections and Say‑on‑Pay (over 95% in 2024; 2025 Say‑on‑Pay For: 35,105,828 vs Against: 509,362) .
- Risk oversight: Active Audit Committee remit including cybersecurity; Governance Committee oversight of ESG and crisis preparedness .
- RED FLAGS: None observed—no pledging/hedging, no related‑party transactions, no option repricing, no attendance shortfalls disclosed .