E. Follin Smith
RYDER SYSTEMAbout E. Follin Smith
Retired EVP, CFO and Chief Administrative Officer of Constellation Energy Group; previously Senior VP & CFO at Armstrong Holdings and senior finance roles at General Motors, including CFO of Delphi Chassis Systems. Age 65; Ryder director since 2005; independent; current committee assignments: Compensation and Corporate Governance & Nominating . The Board cites her leadership and expertise in finance, HR, risk management, legal and IT; and prior service on audit, governance and risk committees at public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Energy Group, Inc. | EVP, CFO & Chief Administrative Officer | June 2001 – May 2007 | Senior finance leadership across risk, HR, legal, IT |
| Armstrong Holdings, Inc. | Senior VP & CFO | Not disclosed (prior to 2001) | Global operations oversight (hard-surface flooring/ceilings) |
| General Motors (Delphi Chassis Systems) | CFO, senior finance roles | Not disclosed | Division-level CFO expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kraft Foods Group | Director | Until July 2015 | Past directorship |
| Discover Financial Services | Director | Until May 2014 | Past directorship |
Board Governance
- Independence: Independent director; serves on Compensation and Governance committees .
- Committee responsibilities: Compensation committee oversees executive and director pay, metrics, risk assessment; all members independent . Governance committee handles board composition, evaluations, governance policies and ESG oversight; all members independent .
- Attendance: Board held five regular meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors met attendance requirements .
- Lead independent oversight: Strong Lead Independent Director with authority to set agendas and hold outside director sessions at every regular meeting .
- Limits on other boards: Policy caps at four other public boards for directors; each director is within thresholds .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $112,500 | Reflects annual Board retainer prorated after $5,000 increase implemented mid-year |
| Stock Awards (RSUs incl. dividend equivalents) | $279,063 | Aggregate grant date fair value under ASC 718 |
| All Other Compensation | $10,000 | Matching Gifts to Education Program |
| Total | $401,563 | 2024 total director compensation |
| Program Structure (reference) | Retainer $115,000; annual RSU grant $180,000; $1,000 excess meeting fees; committee chair fees ($20k Finance/Comp/Gov; $25k Audit); $30k Lead Independent Director | 2024 changes: +$5k cash retainer and +$5k equity retainer |
Performance Compensation
Directors receive time-based RSUs (not performance-based); first grant vests after the director’s first year of service; thereafter RSUs vest and settle upon grant unless the director elects deferral; RSUs settle upon change in control; dividend equivalents accrue on initial-year or deferred RSUs . No director-specific performance metrics (e.g., ROE/TSR) are disclosed for director pay; TSR/ROE metrics apply to NEO PBRSRs, not directors .
| Metric | Applies to Director RSUs? | Detail |
|---|---|---|
| Performance metrics (ROE, FCF, Strategic Revenue CAGR; TSR modifier) | No for directors; Yes for NEO PBRSRs | Directors’ RSUs are time-based only |
| Change-in-control treatment | Yes | All outstanding director RSUs settle upon change in control |
| Clawbacks | Executive-focused | Recoupment policies apply to officers; not specified for directors |
Other Directorships & Interlocks
- Prior public boards: Kraft Foods Group (until July 2015) and Discover Financial Services (until May 2014) .
- Compensation Committee interlocks: None; no insider participation; no related transactions requiring disclosure in 2024 .
Expertise & Qualifications
- Leadership and domain expertise in finance, HR, risk management, legal and IT; prior CFO and CAO roles at global public companies .
- Experience serving on audit, governance and risk committees at public companies .
Equity Ownership
| Metric | Value |
|---|---|
| Total Shares Beneficially Owned (as of Feb 21, 2025) | 39,803 |
| Percent of Class | <1% (based on 42,019,486 shares) |
| Shares Which May Be Acquired Within 60 Days | 33,801 |
| Outstanding Stock Awards (fully vested, not yet delivered due to deferral/dividends) | 33,801 |
| Director Stock Ownership Requirement | 6x annual Board retainer; proportionate within five years |
| Compliance Status (as of Dec 31, 2024) | All directors in compliance |
| Hedging/Pledging | Prohibited for directors (no margin accounts or pledging) |
Governance Assessment
- Board effectiveness: Long-tenured independent finance executive with deep committee experience; active on Compensation and Governance—committees central to pay, oversight, board composition and ESG strategy .
- Attendance and engagement: Met attendance requirements; board held five regular meetings with independent sessions each time; strong lead independent processes .
- Pay alignment: Mix of cash retainer and equity; director RSUs encourage ownership; stock ownership requirement of 6x retainer with full compliance as of year-end 2024; option to defer RSUs supports long-term alignment .
- Conflicts and interlocks: No compensation committee interlocks or related-party transactions reported for 2024; independence affirmed for committee memberships .
- Risk indicators: Company prohibits hedging/pledging for directors; no tax gross-ups or option repricing in governance highlights; robust recoupment policies apply to officers; strong shareholder support on say-on-pay in 2024 (>95%) supporting governance credibility .
- Potential RED FLAGS: None disclosed specific to Ms. Smith. Note the long tenure (since 2005) may raise refreshment concerns, but board policies include periodic review of continuation of service, limits on other boards, and ongoing evaluations .