Karen M. Jones
RYDER SYSTEMAbout Karen M. Jones
Executive Vice President and Chief Marketing Officer at Ryder System, Inc. (NYSE: R) since 2014; previously Senior Vice President and Chief Marketing Officer from September 2013 to October 2014. Age 62; ~11 years in current role. Company performance context under current leadership: three-year total shareholder return (TSR) of 106% vs. S&P 400 MidCap (+15%) and Dow Jones Transportation average (+1%); 2024 total revenue $12.6B (+7% YoY), comparable EBITDA $2.8B, adjusted ROE 16%, and operating cash flow $2.3B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryder System, Inc. | Senior Vice President & Chief Marketing Officer | Sep 2013 – Oct 2014 | Elevated to EVP & CMO in 2014 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in 2024 Form 10-K executive officer table | — | — | No public company board roles disclosed for Jones in reviewed filings |
Fixed Compensation
| Component | Detail | 2024/Policy | Notes |
|---|---|---|---|
| Base Salary | Determination factors | Experience, market data, performance, tenure, responsibility, succession potential; reviewed annually (company-wide) | Karen’s exact base salary not disclosed in proxy filings reviewed |
| Annual Incentive Plan (AIP) Target | NEO policy (reference) | CEO 170% of base; other NEOs 100% of base (company-wide design) | Karen’s specific target not disclosed |
| Perquisites | Car allowance | $9,600 per year | |
| Perquisites | Community/business/social allowance | $6,800 per year (CEO $11,800) | |
| Deferred Compensation | DCP eligibility & mechanics | Executives may defer up to 100% of cash comp; paid out at separation/fixed date; lump-sum upon change of control; no above-market earnings |
Performance Compensation
Company program design (applies enterprise-wide; Karen-specific grant amounts not disclosed):
| Element | Metric | Weight | Target/Method | Vesting/Outcome |
|---|---|---|---|---|
| AIP (CEO/Corporate) | RSI Comparable EBITDA | 60% | 2024 Target $2,926M; Actual $2,776M; Payout 74% | Annual cash; program-wide |
| AIP (CEO/Corporate) | RSI Operating Revenue | 20% | 2024 Target $10,776M; Actual $10,266M; Payout 76% | |
| AIP (CEO/Corporate) | Strategic Objectives | 20% | Outcome “Successful,” Payout 100% | |
| LTIP | PBRSRs (ROE, Strategic Revenue Growth, Free Cash Flow) | 60% of LTIP; each metric 33.3% | Three-year performance; payout range 0–200%; TSR modifier ±15% (cap 200%) | 2022–2024 PBRSR payout 200% (ROE 21.5%; Strategic Rev CAGR 13.1%; FCF $333.4M; TSR modifier applied to reach 200%) |
| LTIP | TVRSRs | 40% of LTIP | Time-vested stock rights | Vest ratably over 3 years |
AIP metrics definitions: comparable EBITDA and operating revenue are non-GAAP; strategic objectives require EBITDA threshold and committee assessment .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Hedging/Pledging | Prohibited for executive officers and directors; no margin accounts or collateral pledging of Ryder stock |
| Stock Ownership Guidelines | CEO: 6x salary; other NEOs: 3x salary (each NEO currently meets guidelines) |
| Beneficial Ownership | Karen M. Jones’ share ownership not disclosed in 2025 proxy table (table lists directors and NEOs only) |
| Insider Trading Controls | Executive officers must pre-clear trades; quarterly and event blackouts; Rule 10b5-1 plans permitted with cooling-off; disclosures required |
| Clawbacks | Dodd-Frank Section 954-compliant recoupment for Section 16 officers upon restatement; additional non-executive recoupment for misconduct; severance repayment if later-found cause |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (structure; policy reference) | Executive leadership team members (including NEOs) have individual severance agreements . For NEOs: involuntary without cause—salary continuation (30 months CEO; 18 months other NEOs), pro‑rata AIP (actual), plus multiple of prior 3-year average AIP (2.5x CEO; 1.5x other NEOs). Change of control (double-trigger)—lump-sum salary multiple (3x CEO; 2x other NEOs) and AIP target multiple (3x CEO; 2x other NEOs) with pro‑rata target AIP . |
| Equity on Termination | Involuntary without cause: unvested TVRSRs/PBRSRs forfeited; vested options exercisable until 90 days after end of severance period. Change of control: double‑trigger accelerated vesting of outstanding awards; extended option exercise (2 years, 3 for CEO) . |
| Non‑Compete/Non‑Solicit | Applies for longer of 12 months post‑termination or the severance period; confidentiality and non‑disparagement indefinite; release required for benefits |
| Deferred Compensation (DCP) | Immediate lump-sum payout upon change of control; standard deferral and payout elections |
| Welfare/Outplacement | Continuation of medical/dental/vision during severance period; executive life and supplemental disability continuation; outplacement up to 24 months (36 months CEO) with conditions |
Performance & Track Record
| Metric | 2024 Outcome | Multi-year |
|---|---|---|
| Diluted EPS (cont. ops) | $11.06 | — |
| Total Revenue | $12.6B (+7% YoY) | — |
| Comparable EBITDA | $2.8B | — |
| Adjusted ROE | 16% | — |
| Operating Cash Flow | $2.3B | — |
| TSR | 3-year 106% | Above S&P 400 MidCap (+15%) and DJ Transport avg (+1%) |
Additional brand/people accolades during Jones’ tenure as CMO: Women In Trucking “Top Company for Women to Work in Transportation” (Elite 30) 2025; Inbound Logistics Top 10 3PL 2025; Newsweek America’s Greatest Workplaces 2025 (4‑star) .
Compensation Committee & Governance
- Independent Compensation Committee; FW Cook engaged as independent consultant; no conflicts; policy rigor includes discrete metrics, three‑year LTIP periods, double‑trigger, clawbacks, and no tax gross‑ups for change-of-control equity .
- 2024 Say‑on‑Pay support >95% .
- Related party transactions: none in 2024 .
Compensation Structure Analysis
- High “at‑risk” pay mix for NEOs; incentives anchored to multi‑metric programs (EBITDA, operating revenue, strategic objectives; LTIP ROE, strategic revenue CAGR, FCF; TSR modifier) reducing single‑metric bias and promoting long-term value creation .
- Strong governance guardrails: double‑trigger vesting, clawbacks, hedging/pledging prohibitions; no tax gross‑ups on equity parachutes .
- Ownership alignment: formal guidelines; NEOs meet requirements; Karen’s specific ownership not disclosed in 2025 proxy .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment risk) .
- Robust recoupment policies (mitigate restatement-related windfalls) .
- Securities litigation (residual value estimates) preliminarily approved for settlement in Jan 2025; not specific to Jones; ongoing governance oversight .
Equity Ownership & Alignment (Beneficial Ownership Not Disclosed for Jones)
- As EVP/CMO and executive officer, Jones is subject to insider trading pre‑clearance and blackout periods; 10b5‑1 trading plans permitted (with cooling‑off/required disclosures) .
Employment Terms (Jones-Specific Economics Not Disclosed)
- ELT severance agreements exist; NEO multiples and change-of-control mechanics outlined above; restrictive covenants apply; DCP accelerates at CoC .
Investment Implications
- Alignment: Incentive architecture is tightly linked to EBITDA, revenue growth, ROE, FCF, and relative TSR with multi‑year measurement and clawbacks—supportive of pay‑for‑performance culture around brand and demand generation under CMO remit .
- Retention: Double‑trigger change‑of‑control and defined severance mechanics reduce attrition risk in transaction scenarios; non‑compete/non‑solicit increase retention cost of exit, though Jones‑specific severance multiples are not disclosed .
- Disclosure gap: Karen M. Jones is an executive officer but not a 2024 NEO; absence of specific salary, bonus, ownership and grant data limits precision on her personal selling pressure and compliance—monitor future proxies/Forms 4 for transactions and grant cadence .
- Company context: Strong 3‑year TSR (+106%), durable ROE (16%), and diversified growth (SCS/DTS acquisitions) support long‑term value; continued execution on secular outsourcing trends may amplify marketing’s role in customer acquisition and brand equity .