Cristina Gallo-Aquino
RYDER SYSTEMAbout Cristina Gallo-Aquino
Cristina Gallo-Aquino is Executive Vice President and Chief Financial Officer of Ryder System, Inc. (NYSE: R), appointed effective January 1, 2025; she continues to serve as Principal Accounting Officer and oversees finance, accounting, treasury, tax, audit, and investor relations . She joined Ryder in 2004, holds a B.S. in Accounting and an MBA, and is a Certified Public Accountant; prior roles include VP & Corporate Controller, Principal Accounting Officer, and CFO of Fleet Management Solutions (FMS) . Company performance context under current leadership: 2024 total revenue was $12.6B (+7% YoY), comparable EBITDA was $2.8B, adjusted ROE 16%, net earnings $489M, operating cash flow $2.3B, and absolute three-year TSR 106% (well above S&P 400 MidCap and Dow Jones Transportation averages) . As CFO, she emphasized disciplined capital deployment and free cash flow, guiding FY25 comparable EPS of $12.85–$13.05, adjusted ROE ~17%, and FCF of $900M–$1B, while assuming a muted freight backdrop .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryder System, Inc. | EVP & Chief Financial Officer; Principal Accounting Officer | Jan 1, 2025 – current | Oversees all financial management functions; maintains Principal Accounting Officer role |
| Ryder System, Inc. | SVP, Controller & Principal Accounting Officer | Aug 20, 2020 – Dec 31, 2024 | Led corporate accounting and served as principal accounting officer during leadership transition |
| Ryder System, Inc. (FMS) | VP & CFO, Fleet Management Solutions | Aug 2015 – Aug 2020 | Led FMS finance; prior press noted strong growth and improved returns in operating roles |
| Ryder System, Inc. | VP, Controller & Principal Accounting Officer | Sep 2010 – Aug 2015 | Led corporate accounting and reporting; transitioned to FMS CFO in 2015 |
External Roles
No public company board roles or external committee positions disclosed for Gallo-Aquino .
Fixed Compensation
| Component | Value | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $650,000 | Jan 1, 2025 | Approved in connection with CFO appointment |
| Target Annual Incentive (AIP) | 100% of base salary | Jan 1, 2025 | Target bonus percent set with CFO appointment |
| Restricted Stock Award (one-time) | 7,500 RS (time-based, cliff) | Aug 20, 2020 | Cliff-vest after 3 years, subject to continued employment |
| Perquisites | $9,600 car allowance; $6,800 annual allowance | 2024 policy | Standard NEO perqs; fully taxable; CEO allowance is $11,800 |
Performance Compensation
| Metric | Weighting | 2024 Target | 2024 Actual | Payout (% of target) | Vesting/Payment |
|---|---|---|---|---|---|
| RSI Comparable EBITDA (non-GAAP) | 60% | $2,926M | $2,776M | 74% | Cash AIP, paid post-year |
| RSI Operating Revenue (non-GAAP) | 20% | $10,776M | $10,266M | 76% | Cash AIP, paid post-year |
| CEO/Corporate Strategic Objectives | 20% | “Successful” target | “Successful” achieved | 100% | Cash AIP, threshold requires comparable EBITDA |
Design applicable to CEO/Corporate group (CEO, CFO, CLO) emphasizes operating performance via comparable EBITDA (60%), growth via operating revenue (20%), and strategic milestones (20%); payouts range 0–200% per metric .
2022–2024 LTIP PBRSR Results (company-level, applicable to NEOs)
| LTIP Metric | Weight in PBRSR | Result | Payout % | TSR Modifier | Overall PBRSR Payout |
|---|---|---|---|---|---|
| ROE (3-year average, non-GAAP) | 33.3% | 21.5% | 200% | +15% at 1st quartile, capped | 200% (cap applied) |
| Strategic Revenue CAGR (3-year) | 33.3% | 13.1% | 200% | See above | 200% |
| Free Cash Flow (3-year average, non-GAAP) | 33.3% | $333.4M | 197% | See above | 200% (after modifier cap) |
2024–2026 LTIP Structure (current design for NEOs)
- Mix: 60% PBRSRs, 40% TVRSRs; PBRSRs measured on three-year average ROE, strategic revenue CAGR, and FCF (equal weights), with +/-15% TSR modifier, payout capped at 200%; TVRSRs vest ratably over three years .
Equity Ownership & Alignment
| Policy/Element | Requirement | Notes |
|---|---|---|
| Stock Ownership Guidelines | 3x annual base salary for NEOs (non-CEO) | 5-year compliance window; counted shares include vested and unvested time-based RS |
| Hedging/Pledging | Prohibited for executives and directors | No margin accounts or pledging; reduces misalignment and selling pressure risk |
| Clawbacks | Dodd-Frank 954-compliant recoupment plus additional policy | Applies to Section 16 officers for restatements; broader policy covers misconduct; 3-year lookback |
| Deferred Compensation Plan | Eligible; may defer up to 100% of cash comp | Paid on fixed date or separation; immediate payment on change of control |
| 2020 RS Grant (historic) | 7,500 time-based RS, 3-year cliff | One-time award with SVP Controller appointment |
Note: Ryder discloses NEO and director ownership totals; Gallo-Aquino was not a 2024 NEO, and her individual beneficial ownership was not listed in the Feb 21, 2025 table .
Employment Terms
| Trigger | Cash Severance | Equity Treatment | Other Benefits | Restrictive Covenants |
|---|---|---|---|---|
| Involuntary termination without Cause (non-CIC) | Salary continuation for 18 months (non-CEO NEOs); pro-rata AIP based on actual performance; 1.5x of average AIP payouts over prior 3 years | Unvested TVRSRs/PBRSRs forfeited; vested options exercisable up to 90 days after end of severance period | Welfare benefits continuation; outplacement support (illustrative amounts shown in proxy tables) | Non-compete & non-solicit for the longer of 12 months or severance period; confidentiality/non-disparagement indefinite |
| Change-of-control (double-trigger) | Lump sum: 2x base salary; 2x target AIP; pro-rata target AIP for year of termination | Double-trigger accelerated vesting of outstanding awards under Equity Plan | Immediate vesting of deferred comp amounts; welfare benefits; outplacement (per agreements) | Same covenants; “best payments” provision to avoid 280G excise tax if beneficial |
- Ryder does not provide employment agreements; severance is via individual NEO severance agreements. No tax gross-ups related to change of control; no repricing of underwater options .
- CFO appointment included an anticipated severance agreement substantially similar to leadership team standards above .
Investment Implications
- Compensation alignment: CFO’s pay architecture ties incentives to comparable EBITDA, operating revenue, ROE, strategic revenue growth, FCF, and relative TSR with capped payouts; this supports disciplined growth and capital efficiency, while prohibitions on hedging/pledging and robust clawbacks mitigate misalignment and governance risk .
- Vesting and selling pressure: Time-based RS vest ratably over three years; PBRSRs vest at the end of three-year periods; double-trigger equity acceleration applies on change-of-control. Hedging/pledging bans and ownership guidelines (3x salary for NEOs) reduce forced selling and promote long-term holding .
- Severance economics: Standard non-CEO NEO terms (18-month salary continuation; 1.5x average AIP under involuntary termination; 2x salary and AIP under double-trigger CIC) are shareholder-balanced and include restrictive covenants, recoupment, and “best payments” to avoid 280G excise tax burdens .
- Execution signals: 2022–2024 LTIP PBRSR payouts at 200% reflect strong three-year ROE and strategic growth delivery; FY25 guidance from Gallo-Aquino emphasizes maintaining adjusted ROE ~17% and FCF $900M–$1B despite muted freight, underscoring focus on returns and cash generation—supportive for valuation and capital return capacity .
- Say-on-pay and governance: Over 95% support for 2024 executive compensation, use of independent compensation consultant (FW Cook), and “no tax gross-ups” indicate investor acceptance and robust governance practices—reducing compensation-related overhang risk .