J. Steven Sensing
RYDER SYSTEMAbout J. Steven Sensing
J. Steven Sensing is President, Supply Chain Solutions and Dedicated Transportation Solutions at Ryder System, Inc. (R), a role he has held since 2015; he is 57 years old . Ryder’s recent performance context for his incentives includes 2024 total revenue of $12.6B (+7% y/y), operating revenue of $10.3B (+8% y/y), comparable EBITDA of ~$2.8B (up from ~$2.7B), net earnings of $489M (+21% y/y), operating cash flow of $2.3B, and a 3-year TSR of 106% versus 15% for the S&P 400 MidCap and 1% for the Dow Jones Transportation average . His annual incentive plan (AIP) emphasizes comparable EBITDA and division operating revenue with strategic objectives, aligning pay with segment execution and profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryder System, Inc. (SCS Division) | Vice President & General Manager, Hi‑Tech and Healthcare industry groups | 2007–2015 | Not disclosed |
External Roles
No external public company board roles are disclosed for Sensing in Ryder’s executive officers section .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 663,000 | 683,001 | 705,002 |
| Target AIP (% of Base) | — | — | 100% |
| Actual AIP Payout ($) | 1,220,915 | 655,475 | 614,831 |
| All Other Compensation ($) | 140,484 | 122,511 | 105,477 |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024 (Division President design)
| Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout (% of Target) |
|---|---|---|---|---|---|---|
| RSI Comparable EBITDA | 30% | $2,633M | $2,926M | $3,014M | $2,776M | 74% |
| SCS/DTS Comparable EBITDA | 30% | $459M | $612M | $673M | $589M | 92% |
| SCS/DTS Operating Revenue | 20% | $5,179M | $6,093M | $7,007M | $5,835M | 86% |
| SCS/DTS Strategic Objectives | 20% | Inconsistent | Successful | Exceptional | Successful | 100% |
| Weighted Earned Payout | — | — | — | — | — | 87% |
Target AIP opportunity for division presidents (including Sensing) is 100% of base salary; metric weights are 30% RSI EBITDA, 30% division EBITDA, 20% division operating revenue, and 20% division strategic objectives .
Long‑Term Incentive Plan (LTIP) – 2022–2024 PBRSR Results (Company-level metrics and TSR modifier)
| Metric | Weight | Target Framework | Actual Result | Payout |
|---|---|---|---|---|
| ROE (3‑yr avg) | 33.3% | Threshold 11% → 25%; Target 15% → 100%; Max 18% → 200% | 21.5% | 200% |
| Strategic Revenue Growth (3‑yr CAGR) | 33.3% | Threshold 3% → 25%; Target 6% → 100%; Max 9.5% → 200% | 13.1% | 200% |
| Free Cash Flow (3‑yr avg) | 33.3% | Threshold ($750M) → 25%; Target ($250M) → 100%; Max $350M → 200% | $333.4M | 197% |
| TSR Modifier vs Custom Peer Group | ±15% | 1st Quartile (≥75th percentile) → +15% | 1st Quartile | Applied to reach 200% overall |
| Overall PBRSR Payout | — | — | — | 200% |
LTIP Grants – FY 2024 (PBRSR/TVRSR mix; grant values and shares)
| Grant Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PBRSR (60% of LTIP) | 2/9/2024 | 11,270 | 1,364,798 | Earned 0–200% over 3‑yr performance on ROE, SRG, FCF + TSR modifier |
| TVRSR (40% of LTIP) | 2/9/2024 | 7,513 | 879,923 | Vests ratably on 2/9/2025, 2/9/2026, 2/9/2027 |
No stock options were granted in the 2024 LTIP . Company policy describes RSU structures and performance metrics used for PBRSRs (ROE, SRG, FCF with TSR modifier) .
Vesting Schedules and 2025–2027 Supply
- TVRSRs granted 2/11/2022 vested on 2/11/2025; 2/10/2023 TVRSRs vest ratably on 2/10/2025 and 2/10/2026; 2/9/2024 TVRSRs vest ratably on 2/9/2025, 2/9/2026, 2/9/2027 .
- 2023 PBRSRs vest based on performance at end of three‑year period ending 12/31/2025 (0–200%), with settlement post‑assessment; 2024 PBRSRs follow a similar 3‑year construct .
Option Awards (Outstanding, legacy grants)
| Option Tranche | Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 2/09/2027 grant | 24,190 | 76.49 | 02/09/2027 |
| 2/21/2028 grant | 17,936 | 74.72 | 02/21/2028 |
| 2/08/2029 grant | 5,395 | 57.92 | 02/08/2029 |
2024 exercises and vesting: Sensing exercised 11,920 options (value realized $388,834) and had 42,428 shares vest (value realized $6,271,156) .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Total shares beneficially owned | 158,145 |
| Shares acquirable within 60 days (options/RSUs) | 94,332 |
| Percent of class | Less than 1% (based on 42,019,486 shares outstanding) |
Outstanding equity awards (as of 12/31/2024) include unvested TVRSRs and PBRSRs with market values and vesting schedules per footnotes; market values are based on $156.86 closing price on 12/31/2024 . Ryder prohibits hedging and pledging by executive officers; executives may not hold company securities in margin accounts or pledge them as collateral . Stock ownership guidelines require 3× base salary for NEOs; all NEOs currently meet requirements .
Employment Terms
| Scenario (as of 12/31/2024; $156.86 stock price) | Cash Severance ($) | Intrinsic Value of Accelerated Equity ($) | Retirement Benefits ($) | Welfare Benefits ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary termination without Cause | 3,064,649 | — | — | 64,220 | 70,000 | 3,198,869 |
| Change of Control with qualifying termination (double trigger) | 3,434,831 | 9,353,719 | 2,387 | 85,627 | 70,000 | 12,946,564 |
Key terms and governance:
- Double‑trigger change‑of‑control provisions for awards; no tax gross‑ups related to change of control; severance agreements used rather than employment agreements .
- Cash severance includes base salary, pro‑rata ACIA, and a multiple of average ACIA payouts (past 3 years) or a multiple of target ACIA in CoC; “best payments” provision to address 280G limits may reduce payments to maximize after‑tax outcomes .
- Clawback/recoupment policies compliant with SEC rules (Section 954) and additional non‑executive policy; applies to incentive‑based compensation over prior three fiscal years in the event of required restatements; severance repayment rights under certain scenarios .
- Pension: As of 12/31/2024, Sensing is eligible for an unreduced retirement benefit; change of control accelerates vesting of certain benefits .
Deferred Compensation Plan (DCP) – FY 2024:
| Measure | Amount ($) |
|---|---|
| Executive contributions | 56,400 |
| Employer contributions | 55,851 |
| Aggregate earnings | 363,925 |
| Aggregate year‑end balance | 2,436,197 |
Investment Implications
- Pay‑for‑performance alignment: Sensing’s AIP is tightly linked to both company‑wide comparable EBITDA and division‑specific EBITDA and operating revenue with strategic objectives, yielding an 87% payout for 2024—supporting balanced incentives tied to profitability and growth in his segments .
- Retention and award cadence: Multi‑year TVRSR tranches (2025–2027) and pending PBRSR vesting after the 2023–2025 performance period indicate ongoing retention hooks; upcoming vest dates in February each year can create predictable incremental supply from vesting and possible option exercises .
- Change‑of‑control economics: Double‑trigger equity acceleration and $12.95M total CoC package (including $9.35M in accelerated equity) create alignment to shareholder outcomes while discouraging entrenchment; absence of CoC tax gross‑ups reduces shareholder‑unfriendly optics .
- Ownership and risk controls: Compliance with 3× salary ownership guidelines and prohibitions on hedging/pledging reduce misalignment and forced selling risk (e.g., from margin calls), supporting governance quality for investors .
- Benchmarking and say‑on‑pay: Compensation is benchmarked to a defined peer set, with >95% say‑on‑pay support in 2024—indicating shareholder acceptance of the pay program’s structure and outcomes, a positive indicator for compensation risk moderation .