Luis P. Nieto, Jr.
RYDER SYSTEMAbout Luis P. Nieto, Jr.
Independent director at Ryder System, Inc. since 2007; age 69. Former President of the Consumer Foods Group at ConAgra Foods (2007–2009) with prior senior roles in packaged foods and private label; currently president of Nieto Advisory LLC and affiliated with Akoya Capital Partners. Serves on Ryder’s Compensation Committee and Finance Committee; the Board determined he is independent under NYSE standards. The Board held five meetings in 2024 and all directors attended at least 75% of Board/committee meetings; independent directors meet in outside director sessions at each regular Board meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConAgra Foods Inc. | President, Consumer Foods Group | 2007–2009 | Senior P&L and operating leadership in large-cap CPG portfolio |
| ConAgra Foods Inc. | President, Meats Group; President, Refrigerated Foods Group | 2005–2007 | Divisional leadership across operations/brand portfolios |
| Federated Group | President & CEO | 2002–2005 | Led private label supplier to grocery/foodservice sectors |
| Dean Foods Company | President, National Refrigerated Products Group | 2000–2002 | Division leadership in dairy/refrigerated categories |
| Mission Foods; Kraft Foods; Quaker Oats | Brand management & strategic planning roles | Not disclosed | Marketing/strategy grounding across major food companies |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| AutoZone, Inc. | Director | Past; until Dec 2019 | Public company board experience (audit and governance committees noted generally in bio) |
| Nieto Advisory LLC | President | Current | Private advisory firm affiliation |
| Akoya Capital Partners | Affiliated | Current | Private investment affiliation |
Board Governance
| Area | Detail |
|---|---|
| Committee Assignments | Compensation Committee (member); Finance Committee (member) |
| Committee Chair Roles | None disclosed for Mr. Nieto |
| Independence | Board determined he is independent under NYSE standards (10 of 11 directors independent) |
| Attendance & Engagement | Board met 5 times in 2024; all directors attended ≥75% of aggregate Board/committee meetings; independent director sessions held at each regular meeting |
| Lead Independent Director Framework | LID empowered to call meetings, approve agendas, consult shareholders, and oversee CEO evaluation and Board assessments |
Fixed Compensation (Director)
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $112,500 |
| Stock awards (RSUs; grant-date fair value) | $267,141 |
| All other compensation (Matching Gifts to Education) | $10,000 |
| Total | $389,641 |
Program structure (non-employee directors): annual Board retainer $115,000; annual RSU grant $180,000; committee chair retainers ($20,000 Compensation/Governance/Finance; $25,000 Audit); Lead Independent Director retainer $30,000; $1,000 per meeting for meetings in excess of eight annually. Retainer and equity stipends were each increased by $5,000 in 2024. RSUs generally vest upon grant (after first year of service for initial grant) and may be deferred; directors can elect to receive cash retainers in stock.
Performance Compensation
| Performance-linked element | Status |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director equity awards are time-based RSUs (not performance-based) |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | None disclosed |
| Prior public boards | AutoZone, Inc. (past director through Dec 2019) |
| Compensation Committee interlocks (Ryder) | None; no director on the Committee was an officer/employee; no interlocking relationships in 2024 |
Expertise & Qualifications
- Finance, operations, supply chains, brand management, marketing, and strategic planning experience; executive oversight and senior management roles in a global public company context (ConAgra).
- Board-level experience on a global public company board; exposure to audit and governance committee work (per biography).
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (2/21/2025) | 29,225 shares (beneficial) |
| Percent of class | <1% (based on 42,019,486 shares outstanding as of 2/21/2025) |
| Shares acquirable within 60 days | 29,225 (director RSUs deliverable upon departure) |
| Outstanding stock awards (fully vested, deferred) | 29,225 RSUs not yet delivered due to deferral election |
| Director stock ownership guideline | 6× annual Board retainer; compliance required within 5 years |
| Compliance with guideline (as of 12/31/2024) | All directors were in compliance |
| Hedging/pledging | Prohibited for directors (no margin accounts, no pledging) |
Governance Assessment
- Alignment and independence: Long-tenured independent director (director since 2007) with deep operating and brand leadership in CPG; serves on Compensation and Finance—two high-influence oversight committees tied to pay-for-performance and capital allocation. Independence affirmed in 2024 review; no related-person transactions in 2024.
- Attendance and engagement: Board met 5 times; all directors met the ≥75% attendance requirement; independent-only sessions occur each regular meeting, supporting independent oversight.
- Pay structure and ownership alignment: Director pay is a mix of cash and time-based RSUs; ability to defer RSUs increases long-term alignment. All directors meet stock ownership guidelines (6× retainer); hedging and pledging are prohibited.
- Compensation governance quality: Compensation Committee (of which Mr. Nieto is a member) uses an independent consultant (FW Cook), met independence requirements, and reported no interlocks; Ryder’s 2024 Say-on-Pay support exceeded 95%, indicating broad investor support for compensation practices.
Related-Party & Conflict Checks
- Related-person transactions: None in 2024; Governance Committee oversees policy and pre-approvals.
- Independence review: Board reviews any director-related company transactions/charitable ties annually; determined Mr. Nieto (and all non-CEO directors) independent.
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-Pay support: Over 95% approval in 2024; Board recommends “FOR” 2025 Say-on-Pay.
- Ongoing engagement: Management and independent directors conduct regular shareholder outreach; feedback routes through the Governance Committee.
Compensation Committee (Context for Mr. Nieto’s Committee Service)
- Members: Hilton (Chair), Eck, Luis P. Nieto, Jr., E. Follin Smith, Stockton; all independent.
- Practices: Uses FW Cook as independent consultant; no interlocks or insider participation; oversees executive and director compensation, risk assessments, and CD&A.
- 2025 report: Committee recommended inclusion of CD&A in the proxy; Mr. Nieto is a signatory.