Dmitri L. Stockton
RYDER SYSTEMAbout Dmitri L. Stockton
Independent director of Ryder System, Inc. since 2018; age 60. Former Senior Vice President and Special Advisor to the Chairman of General Electric (2016–2017); previously Chairman, President & CEO of GE Asset Management (2011–2016) and President & CEO of GE Capital Global Banking (2008–2011). At Ryder, he chairs the Finance Committee and serves on the Compensation Committee; the Board classifies him as independent. Current outside public company directorships include Deere & Company, Target Corporation, and Smurfit WestRock Company; past director of Stanley Black & Decker (through Dec 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | Senior Vice President & Special Advisor to the Chairman | 2016–2017 | Senior advisory role to GE Chairman |
| GE Asset Management | Chairman, President & CEO | 2011–2016 | Led global asset manager; risk, governance, finance, asset management expertise |
| GE Capital Global Banking | President & CEO; Senior Vice President, GE | 2008–2011 | Led GE’s global banking unit |
| GE Consumer Finance (Central & Eastern Europe) | President & CEO | Not disclosed | Regional consumer finance leadership |
External Roles
| Organization | Role | Status/Through | Notes |
|---|---|---|---|
| Deere & Company | Director | Current | Public company board |
| Target Corporation | Director | Current | Public company board |
| Smurfit WestRock Company | Director | Current | Public company board (2025 proxy lists “Smurfit WestRock Company”) |
| Stanley Black & Decker | Director | Past (to Dec 2021) | Public company board |
Board Governance
- Committee assignments: Finance Committee Chair; member, Compensation Committee. Finance Committee oversees key financial metrics, liquidity, financing, capital allocation (capex/M&A, dividends, pension), rating agency/bank relations, and risk management related to capital structure and access to capital; all members independent .
- Independence: Board determined all directors other than the CEO/Chair are independent; this includes Mr. Stockton .
- Attendance and engagement: Board held five regular meetings in 2024; each director attended at least 75% of their aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting; independent directors meet in executive session at each regular Board meeting (presided over by the Lead Independent Director) .
- Compensation governance: Compensation Committee independence affirmed; no interlocks or insider participation; FW Cook serves as independent compensation consultant to the Committee .
- Shareholder engagement: Governance Committee oversees shareholder outreach; management and the Lead Independent Director met with holders representing ~25% of outstanding shares in 2024 .
- Say-on-Pay signal: 2024 Say-on-Pay support exceeded 95% (company-wide indicator of investor alignment) .
Fixed Compensation
Director compensation program (non-employee directors, 2024):
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $115,000 | Paid quarterly; increased by $5,000 in 2024 |
| Annual equity grant (RSUs) | $180,000 | Granted at Annual Meeting; first grant after one year of service vests after first year; thereafter RSUs vest/settle upon grant unless deferred |
| Committee Chair retainer | $20,000 (Finance, Compensation, Governance); $25,000 (Audit) | Paid in May |
| Lead Independent Director retainer | $30,000 | Paid in May |
| Meeting fees | $1,000 per meeting above 8 Board or 8 committee meetings | Paid in December |
| Deferral/stock election | Directors may elect to receive retainer in stock and/or defer cash/RSUs; no above-market earnings | RSUs deferred to/after separation accrue dividend equivalents; all RSUs settle upon change in control |
2024 actual compensation for Mr. Stockton:
| Year | Fees Earned (Cash) | Stock Awards (Grant-date FV) | All Other Comp | Total |
|---|---|---|---|---|
| 2024 | $125,615 | $239,743 | $10,000 | $375,358 |
Notes: Fees include prorated 2024 retainer increase and Finance Chair fee of $13,115; “All Other” reflects Matching Gifts to Education Program benefits .
Performance Compensation
| Element | Structure | Metrics | Vesting/Settlement |
|---|---|---|---|
| Director equity | RSUs (time-based) | None (no performance metrics for directors) | First grant vests after first year; thereafter RSUs vest and settle on grant unless deferred; all outstanding RSUs settle upon change in control; dividend equivalents accrue on initial-year or deferred RSUs |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Consideration | Governance Checks |
|---|---|---|---|
| Deere & Company | Director | Industry adjacency; no related-party transactions disclosed | Board independence affirmed; related-person transactions policy oversight; none in 2024 |
| Target Corporation | Director | Industry adjacency; no related-party transactions disclosed | Same as above |
| Smurfit WestRock Company | Director | Industry adjacency; no related-party transactions disclosed | Same as above |
Overboarding policy: Ryder limits service to ≤4 other public company boards (≤2 for CEO/Chair); each director, including Mr. Stockton, is within these thresholds; the Board considered his three outside public boards when nominating .
Expertise & Qualifications
- Leadership across asset management and banking with GE; expertise in risk management, governance, finance, and asset management; public board experience on multiple global companies .
- Serves as Finance Committee Chair at Ryder, aligning expertise with capital allocation and risk oversight responsibilities .
Equity Ownership
| Metric (as of Feb 21, 2025 unless noted) | Amount | Detail/Status |
|---|---|---|
| Total beneficial ownership (shares) | 20,341 | Includes RSUs deliverable upon departure; fully vested but deferred shares count in beneficial ownership |
| Ownership as % of shares outstanding | <1% | Based on 42,019,486 shares outstanding; percent-of-class marked “*” (<1%) |
| Shares which may be acquired within 60 days | 20,341 | Represents vested RSUs deliverable upon departure |
| Outstanding stock awards (fully vested but not yet delivered due to deferral) | 20,341 | As of Dec 31, 2024 |
| Director stock ownership guideline | 6x annual Board retainer | Must be met within 5 years of election; all directors in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors | No hedging or pledging; no margin accounts permitted |
Governance Assessment
Strengths
- Finance Committee Chair with remit over liquidity, capital allocation, and capital-structure risk; all committee members independent, enhancing oversight quality .
- Independence confirmed; Board has strong governance framework (independent majority, robust guidelines, annual evaluations) .
- Attendance and engagement strong: all directors ≥75% attendance; executive sessions at each regular meeting; full attendance at 2024 Annual Meeting .
- Alignment mechanisms: 6x retainer ownership requirement (all directors compliant); option to take compensation in stock; hedging/pledging prohibited .
- No related-person transactions in 2024, reducing conflict risk .
- Compensation governance practices robust (independent consultant; no interlocks; high Say-on-Pay support >95% in 2024) .
Watch items
- Workload: Service on three outside public company boards (Deere, Target, Smurfit WestRock) may raise time-commitment considerations; Board notes this and has overboarding limits, with directors within thresholds .
- Committee load: Concurrent Finance Chair and Compensation Committee member—monitor ongoing engagement/attendance (Board-wide threshold met in 2024) .
No red flags identified regarding related-party transactions, hedging/pledging, or ownership misalignment based on latest proxy disclosures .