Rajeev Ravindran
RYDER SYSTEMAbout Rajeev Ravindran
Executive Vice President and Chief Information Officer at Ryder System, Inc. since 2018; age 59; prior role as CIO & Group Vice President at JM Enterprises (2012–Jan 2018) . Company performance context: FY2024 diluted EPS $11.06, total revenue $12.6B (+7% y/y), operating revenue $10.3B (+8% y/y), adjusted ROE 16%, operating cash flow $2.3B; three-year TSR 106% vs S&P 400 MidCap +15% and Dow Jones Transportation +1% . Ryder’s executive incentives emphasize comparable EBITDA, operating revenue, ROE, strategic revenue growth, free cash flow, and a relative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JM Enterprises | Chief Information Officer & Group Vice President | 2012–Jan 2018 | — |
Fixed Compensation
- Base salary is the sole fixed component for executives; set based on experience, market data, performance, tenure, responsibility and succession potential, reviewed annually . For 2024, NEOs received base salary increases of 3%–4% (CEO, CFO, SCS/DTS, FMS, CLO); specific CIO cash compensation is not disclosed (Ravindran is not a NEO) .
Performance Compensation
Company incentive design (applicable to executive leadership; Ravindran is not an NEO but Form 4s confirm he receives performance- and time-based stock awards):
- Annual Incentive Plan (AIP) metrics and weights for corporate executives: comparable EBITDA (60%), operating revenue (20%), strategic objectives (20%) with 0–200% payout ranges; division presidents use blended corporate/division metrics .
- Long-Term Incentive Plan (LTIP) mix: PBRSRs (60%) and TVRSRs (40%); PBRSRs equal-weight ROE, strategic revenue growth, free cash flow (each 33.3% of PBRSRs) with 0–200% payouts and a relative TSR modifier of ±15%; TVRSRs vest ratably over 3 years .
CIO Award Vesting and Transactions (Form 4 evidence)
| Date | Award / Transaction | Shares | Price / Note | Post-Event Holdings | Source |
|---|---|---|---|---|---|
| 2023-02-10 | PBRSRs earned from 2020 grant | 10,128 [SEC footnote] | Earned; vested upon Board approval [SEC] | 14,924 | |
| 2023-02-10 | Tax withholding on PBRSR vest | 5,475 | F code; $96.43 | 4,796 incl. 51 DRIP shares | |
| 2023-02-10 | Time-vested RSRs (grant 2022-02-11) | 2,281 | A code; $0 | 17,205 | |
| 2023-02-11 | Tax withholding on TVRSR vest | 339 | F code; $96.43 | 16,866 | |
| 2023-02-12 | Tax withholding on TVRSR vest | 308 | F code; $96.43 | 16,558 | |
| 2025-02-18 | Open-market sale | 1,294 | S code; weighted avg $170.77–$171.77 | 16,572 |
Equity Ownership & Alignment
| Metric | Value | Source |
|---|---|---|
| Total shares beneficially owned (direct), after 2025 sale | 16,572 | |
| Shares outstanding (Feb 21, 2025) | 42,019,486 | |
| Ownership as % of shares outstanding (approx.) | ~0.039% (16,572 ÷ 42,019,486) | |
| Hedging/pledging policy | Executives and directors are prohibited from hedging or pledging Ryder stock | |
| Stock ownership guidelines (company) | CEO 6x salary; other NEOs 3x salary; NEOs currently meet guidelines |
Employment Terms
- Employment agreements: Ryder does not provide employment agreements; executives are covered by severance arrangements (NEO severance agreements; other officers under the Executive Severance Plan) .
- Severance and change-of-control (NEO framework for context): double-trigger equity acceleration; cash severance for involuntary termination without Cause includes salary continuation (18 months for non-CEO NEOs), pro-rata AIP based on actual performance, and 1.5x of average AIP payouts over prior 3 years; for qualifying termination post-Change-of-Control, 2x salary lump sum, pro-rata target AIP, and 2x target AIP; restrictive covenants include confidentiality, non-compete and non-solicit (lasting the severance period or at least 12 months) and non-disparagement; “best payments” 280G cutback applies .
- Clawbacks: Section 954-compliant recoupment policy for Section 16 officers; additional non-executive recoupment policy for fraud/misconduct causing restatement .
Investment Implications
- Alignment: Ravindran’s compensation includes performance-based stock (PBRSRs with ROE, strategic revenue growth, FCF, and a TSR modifier) and time-vested RSRs, indicating pay-for-performance alignment even though CIO-specific cash targets aren’t disclosed .
- Selling pressure: Recent open-market sale of 1,294 shares is modest vs his 16,572-share stake and de minimis vs shares outstanding (~0.039%), suggesting limited near-term selling pressure .
- Retention risk: Executive Severance Plan coverage, double-trigger equity, and restrictive covenants mitigate attrition risk around corporate events; clawback and anti-hedging/pledging policies enhance governance and alignment .
- Execution context: Company delivered strong 2024 performance and 3-year TSR, while risk factors highlight CIO-critical areas (IT modernization and cybersecurity), underscoring the strategic importance of the CIO role to sustained execution .