Robert J. Eck
RYDER SYSTEMAbout Robert J. Eck
Independent director of Ryder System, Inc. since 2011; age 66; retired CEO of Anixter International Inc. (2008–2018) with prior roles in operations, supply chain, sales/marketing, and HR. Serves as Lead Independent Director since May 2020; current committee assignments include Compensation (member) and Corporate Governance & Nominating (Chair), reflecting deep experience in supply chain and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anixter International Inc. | Chief Executive Officer | 2008–2018 | Led global distributor; experience in domestic/international operations, supply chain, M&A, HR |
| Anixter International Inc. | Executive Vice President & COO | 2007–2008 | Operational leadership across functions |
| Anixter International Inc. | EVP, Enterprise Cabling & Security Solutions | 2004–2007 | Business development, marketing and operations leadership |
| Anixter International Inc. | SVP, Physical Security Products & Integrated Supply | 2003 | Strategy and product leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anixter International Inc. | Director (past) | Until June 2020 | Public company board service |
| Incora | Director | Not disclosed | Listed as “Other relevant experience” |
Board Governance
- Lead Independent Director since May 2020 with authority to call meetings, approve agendas, preside over sessions without management, engage shareholders, and oversee CEO evaluation and board/committee evaluations .
- Committee memberships: Compensation Committee (member) and Corporate Governance & Nominating Committee (Chair); all members of these committees are independent per NYSE and company standards .
- Independence: Board determined all directors other than the Chair/CEO are independent; independence review considers commercial and charitable relationships; Eck identified as independent .
- Attendance: Board held five regular meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Election results (support levels): Eck re-elected in 2025, 2024, 2023; see “Shareholder Vote Results” table below for vote counts .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual Board Retainer | 112,500 | Footnote reflects $5,000 increase prorated in July/Oct 2024 installments |
| Lead Independent Director Retainer | 30,000 | Annual retainer for LID |
| Governance Committee Chair Retainer | 20,000 | Annual chair fee |
| Meeting Fees | — | Not specifically listed for Eck in 2024 footnote |
| Total Cash (Fees Earned) | 162,500 | Sum of components above |
Program structure for non-employee directors in 2024: $115,000 annual cash retainer; $180,000 annual RSU grant at Annual Meeting; $1,000 meeting fee above eight meetings; committee chair retainers ($20,000; Audit $25,000); $30,000 Lead Independent Director retainer .
Performance Compensation
| Equity Component (2024) | Amount/Terms | Notes |
|---|---|---|
| RSU Grants (aggregate grant-date fair value) | $280,221 | Includes RSUs granted and RSUs as dividend equivalents in 2024 |
| Annual Equity Retainer (program) | $180,000 | Granted on Annual Meeting date (time-based RSUs) |
| Vesting/Settlement | Vests upon grant after first year of service; thereafter RSUs vest and settle upon grant unless director defers settlement; change-in-control settlement | |
| Dividend Equivalents | Accrue on initial-year or deferred RSUs via reinvestment program | |
| Outstanding Stock Awards (as of 12/31/2024) | 33,924 shares | Fully vested but not yet delivered due to deferral election |
Directors do not receive options; equity compensation is in RSUs; no performance metrics apply to director compensation .
Other Directorships & Interlocks
| Company | Relationship to Ryder | Notes |
|---|---|---|
| Anixter International Inc. (past director) | None disclosed | Historical role; no related-party transaction flagged |
| Incora (director) | None disclosed | Listed as relevant experience; no related-party transaction flagged |
Compensation Committee interlocks: None; no transactions requiring disclosure for committee members; no cross-director compensation interlocks in 2024 .
Expertise & Qualifications
- Leadership in global supply chain management, operations, marketing/business development, HR, and M&A; prior public company CEO and director credentials .
- Serves as Governance Committee Chair and Lead Independent Director, indicating governance process expertise and board effectiveness focus .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Total Shares Beneficially Owned | 33,924 | Feb 21, 2025 |
| Percent of Class | Less than 1% | Based on 42,019,486 shares outstanding |
| Shares Acquirable Within 60 Days | 33,924 | Includes RSUs deliverable upon departure |
| Director Stock Ownership Guideline | 6x annual Board retainer | All directors in compliance as of Dec 31, 2024 |
| Hedging/Pledging Policy | Prohibited for directors | Insider Trading Policy prohibits hedging/pledging |
Shareholder Vote Results (Director Elections)
| Measure | 2023 | 2024 | 2025 |
|---|---|---|---|
| Votes For | 32,335,627 | 31,500,991 | 30,611,595 |
| Votes Against | 6,618,140 | 6,276,764 | 5,036,271 |
| Abstain | 62,458 | 72,136 | 70,758 |
Director Compensation Summary (2024)
| Component | Amount ($) |
|---|---|
| Cash Fees Earned | 162,500 |
| Stock Awards (RSUs + dividend equivalents) | 280,221 |
| All Other Compensation (Matching Gifts to Education Program) | 10,000 |
| Total | 452,721 |
Potential Conflicts and Related-Party Exposure
- Related person transactions: Governance Committee oversees related-party approvals; no related person transactions in 2024 .
- Independence review: Board annually reviews commercial and charitable relationships; Eck determined independent .
- Prohibitions: Hedging and pledging of Ryder stock are prohibited for directors .
Governance Assessment
- Positive signals: Strong Lead Independent Director role and governance chairmanship; clear duties enhancing independent oversight; robust attendance; independent committee membership; stringent stock ownership and anti-hedging/pledging policies; use of independent compensation consultant (FW Cook) for executive pay oversight .
- Ownership alignment: Material RSU holdings and compliance with 6x retainer guideline support alignment; outstanding deferred RSUs indicate long-term orientation .
- Shareholder sentiment: Eck consistently re-elected; his “Against” votes are higher relative to some peers, warranting monitoring of investor feedback, though Say-on-Pay support remained strong in 2024 and 2025 (over 95% in proxy summary; 2025 For: 35,105,828) .
- No red flags disclosed: No related-party transactions; no compensation committee interlocks; independence maintained .