David G. Nord

About David G. Nord

Independent director at Ryder System, Inc. since 2018; age 67. Former Executive Chairman (through May 2021) and CEO (2014–Oct 2020) of Hubbell Incorporated; prior senior finance roles at United Technologies/Hamilton Sundstrand. Current committees: Audit (Chair) and Finance. The Board determined he is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; member, Finance Committee. As Audit Chair, Nord oversees financial reporting, internal control, auditor independence/fees, investigations of accounting issues, and IT/cybersecurity oversight; all Audit members are independent and designated “audit committee financial experts.” The Finance Committee oversees capital allocation, liquidity, financing, M&A capital approvals, and risk management related to capital structure and insurance; all members independent .
• Independence: The Board determined all directors other than the Chair/CEO are independent, following annual relationship reviews and questionnaires .
• Attendance & engagement: The 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 .
• Shareholder vote support: Nord received strong support in director elections: 2024 (For 37,623,380; Against 154,738; Abstain 71,773) and 2025 (For 35,597,571; Against 48,125; Abstain 72,928) .
• Lead Independent Director: Ryder employs a strong Lead Independent Director structure with authority over agendas, meetings, and shareholder engagement, enhancing independent oversight (role held by another director) .

Fixed Compensation

Program structure (non-employee directors):

• 2024 annual cash retainer: $115,000; committee chair retainer: $25,000 (Audit) and $20,000 (Finance/Comp/Gov); Lead Independent Director retainer: $30,000; $1,000 per meeting over eight per year; annual RSU grant: $180,000 (granted at Annual Meeting) .
• Directors may elect to receive retainer in stock and may defer RSU settlement; first-year RSU grant vests after one year, thereafter RSUs vest and settle upon grant unless deferred; RSUs accelerate on change in control .

2024 actual compensation for David G. Nord (he elected 100% stock):

Program changes vs prior year:

Performance Compensation

• Directors do not have performance-based pay. Equity is awarded as RSUs; initial grant vests after first year on the Board; subsequent annual RSUs vest and settle upon grant unless the director elects deferral; no TSR or financial performance metrics apply to director equity .

Other Directorships & Interlocks

Related-party and conflicts check: The Governance Committee reported no related person transactions in 2024. Annual independence reviews include transactions with companies where directors serve as officers/directors and charitable contributions to organizations with director ties .

Expertise & Qualifications

• Leadership: Former CEO and Executive Chairman of a global industrial (Hubbell) .
• Finance: Deep financial acumen from prior CFO roles; Audit Committee financial expert; Audit Committee oversees cybersecurity and IT risks .
• Strategy/Operations: Global operations leadership and M&A/capital markets experience per Board skills matrix overview .

Equity Ownership

• Data sources: Beneficial ownership table (Feb 21, 2025) and outstanding stock awards list (12/31/2024) .
• Alignment policies: Director stock ownership guideline = 6x annual retainer; all directors were in compliance as of Dec 31, 2024. Hedging and pledging of Ryder stock are prohibited for directors .

Governance Assessment

Positive signals:

• Strong investor confidence: Nord’s election support was exceptionally high in 2024 and 2025; company Say-on-Pay also received strong support (35,105,828 For vs 509,362 Against in 2025) .
• Audit leadership and financial expertise: As Audit Chair, Nord helps oversee financial reporting integrity, auditor independence, and cybersecurity risk—key for investor trust; all Audit members are designated financial experts .
• Independence and no conflicts: Board determined Nord independent; no related person transactions in 2024; hedging/pledging prohibited, reducing misalignment risk .
• Ownership alignment: Elected to take 100% of 2024 director pay in stock; maintains significant deferred RSU balance, aligning with long-term shareholder experience .

Potential concerns/red flags:

• None disclosed: No attendance shortfalls (Board-wide 75%+), no related-party transactions, no hedging/pledging, and governance structures (Lead Independent Director, executive sessions each regular meeting) are robust .

Voting Support (signal of investor confidence)

Board and committee effectiveness is further supported by structured risk oversight (ERM), with Audit overseeing financial/cyber risks and Finance overseeing capital/liquidity and insurance risks .