Michael F. Hilton
RYDER SYSTEMAbout Michael F. Hilton
Independent director of Ryder System, Inc. since 2012; age 70. Former President & CEO of Nordson Corporation (2010–2019) with a 30+ year operating career at Air Products & Chemicals (SVP & GM, Electronics & Performance Materials, 2007–2010; joined 1976). At Ryder, Hilton chairs the Compensation Committee and sits on the Corporate Governance & Nominating Committee; the Board affirms his independence under NYSE standards and notes his global operations, strategy, and B2B leadership credentials as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordson Corporation | President & CEO | 2010–2019 | Led global engineering/manufacturing company |
| Air Products & Chemicals, Inc. | SVP & GM, Electronics & Performance Materials | 2007–2010 | Led global segment |
| Air Products & Chemicals, Inc. | Various management/operations roles | 1976–2007 | Progressive leadership roles |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| JELD-WEN Holding, Inc. | Director | Current | Other public board |
| Lincoln Electric Holdings, Inc. | Director | Current | Other public board |
| Regal Rexnord Corporation | Director | Current | Other public board |
| Nordson Corporation | Director | Past | Served until December 2019 |
Board Governance
- Committee assignments: Compensation (Chair); Corporate Governance & Nominating (Member) .
- Independence: Board determined Hilton (and all directors other than the CEO/Chair) are independent under NYSE standards; no family relationships among directors/executives .
- Attendance and engagement: Board held five regular meetings in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting; independent directors meet in executive session at each regular Board meeting .
- Committee processes: Compensation Committee members are independent, used FW Cook as independent consultant; no compensation committee interlocks or related transactions in 2024; Governance Committee (of which Hilton is a member) oversees Board composition, evaluations, governance policies, and environmental/social oversight; all members independent .
- Related-party exposure: The company reported no related person transactions in 2024; Governance Committee reviews any such matters under a formal policy .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 132,500 | Includes annual Board retainer (prorated increase) and $20,000 committee chair retainer |
| Stock Awards (RSUs, grant-date fair value) | 272,251 | RSUs granted and dividend-equivalent RSUs valued under ASC 718 |
| All Other Compensation | — | No matching-gift benefits reported for Hilton in 2024 |
| Total | 404,751 | Sum of components |
Program structure (for 2024):
- Annual Board retainer: $115,000; annual RSU grant: $180,000; meeting fee: $1,000 for meetings beyond eight; committee chair retainers: $20,000 (Comp/Gov/Finance) and $25,000 (Audit); Lead Independent Director retainer: $30,000. Directors may elect stock in lieu of cash and can defer retainers/fees; RSUs vest upon grant (after first year), with settlement deferral optional; RSUs settle upon change in control .
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; non-employee director equity is time-based RSUs (no performance options or PSU metrics) |
| Change-in-control treatment (director RSUs) | All outstanding RSUs settle upon a change in control per plan terms |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Interlocks/insider participation | None on Compensation Committee; no transactions with Compensation Committee members requiring disclosure in 2024 |
| Board time-commitment review | Board considered Hilton’s concurrent service on three other public company boards and deemed his time/engagement adequate for renomination |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Global operations and strategy leadership | Former CEO of Nordson; senior operator at Air Products |
| Oversight of large/diverse business units; B2B marketing | Highlighted in nomination rationale |
| Governance and compensation oversight | Chairs Compensation; member of Governance Committee |
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total shares beneficially owned | 31,168 | As of February 21, 2025; “less than 1%” of class |
| Percent of shares outstanding | <1% | Based on 42,019,486 shares outstanding |
| Shares which may be acquired within 60 days | 31,168 | Includes deferred RSUs deliverable on departure |
| Outstanding stock awards (fully vested but not yet delivered) | 31,168 | As of December 31, 2024 due to settlement deferral |
| Director ownership guideline | 6x annual Board retainer; 5-year compliance window | All directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Compensation Committee Analysis (Context for Hilton’s Chair Role)
- Independent consultant: FW Cook retained in 2024 .
- Governance practices: Double-trigger for executive equity awards; robust clawback/recoupment policies under SEC Rule 10D-1; strong ownership requirements; no tax gross-ups on equity; no option repricing without shareholder approval .
- Say-on-Pay: Over 95% support in 2024; annual advisory vote continues in 2025 .
Governance Assessment
- Strengths:
- Independent status; seasoned operator with CEO tenure; chairs a core committee; strong Board processes (executive sessions, evaluations) and policies (no hedging/pledging; related-party review) that support investor confidence .
- Alignment mechanisms: Director ownership guideline (6x retainer) with full compliance; mix includes meaningful equity component via RSUs .
- Compensation Committee governance: Independent membership, independent advisor, no interlocks; formal clawback policies; double-trigger CoC for executives (mitigates windfall risk) .
- Potential risk indicators:
- Overboarding/time commitment: Hilton serves on three other public boards in addition to Ryder; the Board explicitly considered this and judged his time commitment adequate, but some investors flag ≥4 total boards as a risk for director bandwidth. Monitor attendance and committee outputs; 2024 attendance thresholds were met .
- Director RSUs settle upon change in control (single-trigger for directors), which some governance policies scrutinize; however, this is disclosed in the director program .
- No RED FLAGS observed in filings for 2024:
- No related person transactions; no compensation committee interlocks; attendance thresholds met; hedging/pledging prohibited .