Robert A. Hagemann
RYDER SYSTEMAbout Robert A. Hagemann
Robert A. Hagemann (age 68) is an independent director of Ryder System, Inc., serving since 2014. He is the retired Senior Vice President and Chief Financial Officer of Quest Diagnostics (CFO from 1998 until his retirement in 2013) with prior senior finance roles at Prime Hospitality and Crompton & Knowles, and earlier corporate accounting/audit roles at Merrill Lynch and Ernst & Young . At Ryder, he sits on the Audit and Finance Committees and is considered independent under NYSE standards; the Board determined all directors other than the Chair/CEO were independent in its 2024 review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quest Diagnostics | Senior Vice President & CFO | 1998–2013 | Led finance, capital allocation, strategy; public company CFO experience |
| Corning Life Sciences (Quest predecessor) | Finance roles of increasing responsibility | 1992–1998 | Corporate finance leadership |
| Prime Hospitality; Crompton & Knowles | Senior financial positions | Not disclosed | Senior finance operations |
| Merrill Lynch; Ernst & Young | Corporate accounting and audit roles | Not disclosed | Accounting/audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graphic Packaging Holding Company | Director | Not disclosed | Experience includes service on audit, compensation, governance, and research/innovation/technology committees (general background) |
| Zimmer Biomet Holdings, Inc. | Director | Not disclosed | Experience includes service on audit, compensation, governance, and research/innovation/technology committees (general background) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under NYSE and Ryder standards |
| Committees | Audit; Finance |
| Committee Expertise | Audit Committee determined all members (including Hagemann) are “financial experts” under SEC rules |
| Chair Roles | None (Audit Chair: David G. Nord; Finance Chair: Dmitri L. Stockton) |
| Attendance | Board held five meetings in 2024; all directors met ≥75% attendance requirement and attended the 2024 Annual Meeting |
| Executive Sessions | Independent directors meet in outside director sessions at each regular Board meeting |
| Years of Service | 11 years (director since 2014) |
Fixed Compensation (Director)
| Component | Program Terms | 2024 Amount (Hagemann) |
|---|---|---|
| Annual cash retainer | $115,000 paid quarterly (retainer increased $5,000 in 2024, prorated) | $113,500 (includes $1,000 excess meeting fee) |
| Committee chair fees | $25,000 Audit; $20,000 Compensation/Governance/Finance (if chair) | $0 (not a chair) |
| Lead Independent Director fee | $30,000 (if applicable) | $0 (not Lead) |
| Meeting fees | $1,000 per meeting above eight per year | Included in cash total |
| Equity Retainer | Program Terms | 2024 Amount (Hagemann) |
|---|---|---|
| RSUs | Annual grant $180,000; initial RSU vests after first year; thereafter RSUs vest/settle upon grant unless deferred; change-in-control settlement | $254,871 (grant-date fair value incl. RSUs and dividend equivalents) |
| Total 2024 Director Compensation | $368,371 |
Performance Compensation (Director)
Directors do not receive performance-based equity; RSUs are time-based with vesting and optional deferral. No director options were granted; RSUs vest per program and may be deferred until separation. No performance metrics (e.g., EBITDA, TSR) apply to director compensation .
Other Directorships & Interlocks
- Current public boards: Graphic Packaging Holding Company; Zimmer Biomet Holdings, Inc. .
- Board reviewed transactions and charitable contributions involving companies where directors serve; concluded all directors (other than Chair/CEO) remained independent following 2024 review . No related person transactions occurred in 2024 .
Expertise & Qualifications
- Financial/accounting expertise; audit committee financial expert designation .
- Business development, strategy, supply chain and government contracting experience .
- Public company senior leadership and board service experience spanning audit, compensation, governance, and R&D/technology committees .
Equity Ownership
| Metric | Amount | As-of |
|---|---|---|
| Total beneficial ownership | 28,457 shares; includes direct/indirect holdings | Feb 21, 2025 |
| Percent of class | Less than 1% (indicated as “*”) | Feb 21, 2025 |
| Shares acquirable within 60 days | 26,057 (primarily deferred RSUs deliverable upon separation) | Feb 21, 2025 |
| Outstanding deferred RSUs (fully vested, not delivered) | 26,057 | Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | |
| Stock ownership guideline | 6× annual Board retainer; all directors in compliance as of Dec 31, 2024 |
Insider Trades (Form 4 references)
| Date | Filing | Summary |
|---|---|---|
| Dec 26, 2024 | Form 4/A (amendment) | Administrative correction to share count acquired by reporting person; issuer: Ryder System (R) |
| May 6, 2025 | Form 4 | Director transaction filing; standard director relationship noted (details include equity award reporting) |
Note: For quantitative trade details (share counts/price), refer to the linked SEC Form 4 filings.
Governance Assessment
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Strengths
- Independence, attendance, and active committee roles (Audit and Finance) enhance board oversight of financial reporting, risk, capital allocation, and cybersecurity .
- Audit Committee financial expert designation supports high-quality financial governance; Audit Committee members all independent and financially literate .
- Strong alignment via ownership guidelines (6× retainer) and prohibition of hedging/pledging reduce misalignment risk; all directors in compliance .
- No related person transactions in 2024; Board explicitly reviewed potential interlocks and maintained independence determinations .
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Potential risk indicators and monitoring points
- Multiple external directorships (two current public boards) increase time commitments; however, Ryder’s policy allows up to four and the Board assessed adequate time availability in nominations .
- Ensure continued compliance with attendance threshold and stock ownership guidelines; resignation required for repeated attendance shortfalls or material change in status .
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RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or director-specific pay anomalies. Director compensation structure is standard (cash retainer + RSUs) and not performance-levered, aligning with best practices for independence .