John J. Diez
RYDER SYSTEMAbout John J. Diez
John J. Diez is President and Chief Operating Officer (COO) of Ryder System, Inc., appointed effective January 1, 2025 after serving as Executive Vice President and Chief Financial Officer (CFO) from June 2021 to December 2024; he has 22 years at Ryder and is 54 years old . Company performance during his recent tenure included total revenue of $12.6B (+7% YoY), comparable EBITDA of $2.8B, adjusted ROE of 16%, a three-year TSR of 106%, and stock appreciation from $115.06 at 2023 year-end to $156.86 at 2024 year-end . His prior operating leadership roles spanned Fleet Management Solutions (FMS) and Dedicated Transportation Solutions (DTS), with achievements including strong revenue growth and improved returns in DTS .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryder System, Inc. | President & COO | Jan 2025–present | General management of FMS, SCS, DTS; expanded operational oversight |
| Ryder System, Inc. | EVP & CFO | Jun 2021–Dec 2024 | Led finance, capital allocation through freight downturns; supported diversification to contractual businesses |
| Ryder System, Inc. | President, Global FMS | Aug 2019–May 2021 | Led global fleet operations; improved lease pricing and maintenance cost savings initiatives |
| Ryder System, Inc. | President, DTS | Mar 2015–Aug 2019 | Led strong revenue growth and improved returns; expanded dedicated network |
| Ryder System, Inc. | SVP, Ryder Dedicated | Mar 2014–Feb 2015 | Expanded dedicated transportation offerings leveraging FMS assets |
| Ryder System, Inc. | SVP, Asset Management | Jan 2011–Feb 2014 | Managed vehicle portfolio risk; residual value and utilization discipline |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 663,000 | 683,001 | 705,001 |
| Target Bonus % of Salary | — | — | 100% |
| Actual Annual Cash Incentive Paid ($) | 1,226,550 | 650,489 | 563,084 |
2025 new role terms (effective 1/1/2025): Base salary $800,000 and target bonus 125% of salary .
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024 (Corporate/CEO metrics applied to Diez as CFO)
| Metric (in $MM unless noted) | Threshold (50%) | Target (100%) | Maximum (200%) | Weight | Actual Result | Payout (% of target) |
|---|---|---|---|---|---|---|
| RSI Comparable EBITDA | 2,633 | 2,926 | 3,014 | 60% | 2,776 | 74% |
| RSI Operating Revenue | 9,699 | 10,776 | 11,639 | 20% | 10,266 | 76% |
| Strategic Objectives (qualitative scale) | Inconsistent | Successful | Exceptional | 20% | Successful | 100% |
| Weighted Earned Payout | 80% |
AIP design: Comparable EBITDA (60%), Operating Revenue (20%), Strategic Objectives (20); payout range 0–200% and requires minimum EBITDA threshold for strategic objectives payout .
Long-Term Incentive Plan (LTIP) – 2024–2026 Grants (awarded 2/9/2024)
| Component | Grant Date | Target Shares/Units | Grant-date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| PBRSRs (Performance-based) | 2/9/2024 | 11,782 | 1,426,801 | 3-year performance (ROE, strategic revenue CAGR, free cash flow equally weighted) with ±15% relative TSR modifier; earned 0–200%; vests at end of performance period in 2026 |
| TVRSRs (Time-based) | 2/9/2024 | 7,855 | 919,978 | Vests ratably over three years beginning 2/9/2025; dividend equivalents accrue and pay upon vesting |
2024 LTIP target mix: total $2,300,000 split 60% PBRSRs ($1,379,908) and 40% TVRSRs ($919,978) .
2022–2024 LTIP (Completed) – PBRSR Metric Results and Payout
| Metric | Range Definition | Result | Payout % |
|---|---|---|---|
| ROE (3-year average) | Threshold 11%; Target 15%; Max 18% | 21.5% | 200% |
| Strategic Revenue CAGR (3-year) | Threshold 3%; Target 6%; Max 9.5% | 13.1% | 200% |
| Free Cash Flow (3-year average) | Threshold ($750M); Target ($250M); Max $350M | $333.4M | 197% |
| Relative TSR Modifier | ±15% vs custom peer group percentiles | Applied to cap near 200% | Overall PBRSR payout: 200% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 274,390 shares; <1% of outstanding; shares acquirable within 60 days: 130,767 |
| 2024 Vesting/Exercises | Shares acquired on vesting: 44,793; value realized on vesting: $6,612,921; options exercised: 13,000; value realized: $431,405 |
| Options Status | As of Dec 31, 2024, all option awards have fully vested |
| Ownership Guidelines | 3x base salary for NEOs; all NEOs currently meet requirements |
| Hedging/Pledging | Prohibited for executive officers; margin accounts and pledging prohibited; pre-clearance and blackout procedures apply; 10b5-1 plans permitted under strict controls |
No related person transactions disclosed for 2024 (reduces governance risk) .
Employment Terms
| Scenario | Cash Severance | Equity (Intrinsic Value) | Retirement Benefits | Welfare Benefits | Outplacement | Total |
|---|---|---|---|---|---|---|
| Involuntary Termination (without Cause) | $3,174,745 | — | — | $54,279 | $70,000 | $3,299,024 |
| Change of Control + Qualifying Termination (Double Trigger) | $3,383,084 | $10,406,562 | $3,503 | $72,372 | $70,000 | $13,935,521 |
Additional provisions:
- Double-trigger change-of-control for equity awards; clawback (recoupment) policies compliant with SEC 954 and broader internal policy; best-payments provision to avoid 280G excise tax when net after-tax is higher .
- Death/Disability/Retirement vesting: TVRSRs immediate vest upon death/disability; pro-rata vesting upon retirement (or continued vesting if conditions met); PBRSRs vest pro-rata subject to performance; as of year-end 2024, options fully vested .
Compensation Structure & Governance
- Pay mix emphasizes performance-based equity; CEO’s pay-at-risk is highlighted (context); LTIP and AIP metrics have capped payouts and robust target-setting; FW Cook engaged as independent consultant with no conflicts .
- Say-on-Pay support: over 95% approval in 2024; ongoing shareholder outreach supports program design .
- Relative TSR peer group (used for LTIP modifier): includes 13 compensation peers plus 12 performance peers (e.g., Avis Budget, J.B. Hunt, Old Dominion, UPS, U-Haul, GXO, XPO, etc.) .
Performance & Track Record
- Company delivered 2024 diluted EPS of $11.06 (+27% YoY), operating revenue $10.3B (+8%), while navigating weaker rental/used vehicle markets; comparable EBITDA rose to $2.8B .
- Strategic moves: acquisitions of Impact Fulfillment Services and Cardinal Logistics expanded asset-light businesses and dedicated network density .
- Stock performance: year-end 2024 price $156.86 vs $115.06 in 2023; three-year TSR 106% far above S&P MidCap 400 and Dow Jones Transportation averages .
Risk Indicators & Red Flags
- Pledging/hedging prohibited; strong ownership requirements; clawback policies in place (positive governance) .
- Derivative shareholder litigation relating to residual value estimates reached preliminary settlement approval (Jan 21, 2025), reducing overhang risk .
- No related person transactions reported for 2024 .
Investment Implications
- Alignment: Diez’s compensation is tightly linked to ROE, strategic revenue growth, free cash flow, and relative TSR; 2022–2024 PBRSR payout at 200% signals execution against multi-year value creation metrics .
- Retention: 2025 elevation to COO with higher salary ($800k) and AIP target (125%) increases retention incentive beyond CFO terms; stock ownership guideline compliance and long vesting schedules further embed retention .
- Trading signals: Significant 2024 vesting (44,793 shares) and option exercises could create periodic supply, but insider trading pre-clearance, blackout windows, and 10b5-1 structure mitigate opportunistic selling risk; hedging/pledging bans reduce misalignment .
- Pay-for-performance discipline: AIP earned at 80% amid macro headwinds demonstrates metric rigor; future AIP outcomes may be sensitive to rental/used vehicle recovery and operating revenue growth, warranting monitoring into 2025–2026 .