Sanford J. Hodes - Senior Vice President and Chief Procurement and Corporate Development Officer | RYDER SYSTEM (R) Executive Profile & Compensation

About Sanford J. Hodes

Sanford (Sandy) J. Hodes is Senior Vice President and Chief Procurement and Corporate Development Officer at Ryder System, Inc., leading global strategic sourcing across FMS, DTS, and SCS and corporate M&A; he previously served as Deputy General Counsel and led Safety, Health & Security for ~17 years up to late 2022 . He holds a JD from George Washington University Law School and a BA in Economics from Lehigh University . Age 57; current role since 2022 after joining Ryder’s legal team in 2002 . Company context: 2024 total revenue $12.6B (+7% YoY), comparable EBITDA $2.8B, operating cash flow $2.3B, and absolute three-year TSR of 106% vs S&P 400 MidCap +15% and DJ Transport +1% .

Past Roles

Organization	Role	Years	Strategic Impact
Ryder System, Inc.	SVP & Chief Procurement Officer and Corporate Development Officer	2022–Present	Leads global procurement (~$8B annual budget) and corporate M&A; drives automation, analytics, and supplier performance management .
Ryder System, Inc.	Senior Vice President & Deputy General Counsel; led Safety, Health & Security	2007–2022 (legal ops since 2007; SH&S leadership from 2005 to late 2022)	Managed commercial/environmental litigation and corporate transactions; established safety programs and reputation; led zero-based budgeting 2017–2019 .
Technology company (spatial data)	Senior Vice President & General Counsel	Pre-2002	Led legal for spatial data management firm; corporate transactions and operations support .
Law firms (NYC & NJ)	Trial lawyer (complex commercial litigation)	Pre-2002	Represented national and international clients in state/federal courts; litigation and risk management expertise .

External Roles

Organization	Role	Years	Strategic Impact
The Children’s Fund for Glycogen Storage Disease Research	Board Member	~2002–Present	Non-profit governance; advocacy and funding for metabolic disorder research .
CAPS Research (Center for Advanced Procurement Strategy)	Executive Advisory Board	Appointed 2023	Procurement best practices; industry benchmarking and strategy .
Florida Chamber Leadership Cabinet	SVP & Deputy General Counsel (profile)	Profile updated 2023	External leadership visibility in safety/health/security; legal operations scope .

Fixed Compensation

Not disclosed for Hodes (not a Named Executive Officer in the proxy). Ryder’s NEO fixed pay practices include market benchmarking and annual reviews; base salary is the sole fixed component .
Perquisites for NEOs include $9,600 car allowance and $6,800 (CEO $11,800) annual stipend for community/business activities; fully taxable and no tax gross-ups .
Retirement programs: 401(k) and nonqualified deferred compensation plan (DCP) available; pension plans frozen and not accruing for current NEOs (structure context only) .

Performance Compensation

Hodes’s individual incentive metrics/payouts are not disclosed. Ryder’s executive incentive architecture aligns pay to performance via Annual Incentive Plan (AIP) and Long-Term Incentive Plan (LTIP) used for NEOs, which drives overall senior leadership behavior .

AIP 2024 (Company structure for CEO/Corporate template)

Metric	Weighting	Target	Actual	Payout	Vesting
RSI Comparable EBITDA (non-GAAP)	60%	$2,926M	$2,776M	74%	Cash (annual)
RSI Operating Revenue (non-GAAP)	20%	$10,776M	$10,266M	76%	Cash (annual)
Strategic Objectives	20%	Successful	Successful	100%	Cash (annual)
Weighted Payout	—	—	—	80%	—

Notes: AIP metrics and definitions emphasize comparable EBITDA (operational profitability), operating revenue (growth), and division/enterprise strategic objectives, each with 0–200% payout range and threshold requirement .

LTIP (PBRSRs 60%; TVRSRs 40%)

Component	Metric	Weighting	Payout Range	Vesting Terms
PBRSRs	ROE (non-GAAP, 3-yr avg)	20% of total LTIP	0–200% + TSR modifier up to ±15%	Earned at end of 3-year period; dividend equivalents accrue; settled in stock .
PBRSRs	Strategic revenue growth (3-yr CAGR)	20%	0–200% + TSR modifier	Same as above .
PBRSRs	Free cash flow (non-GAAP, 3-yr avg)	20%	0–200% + TSR modifier	Same as above .
TVRSRs	Time-vested RSRs	40%	n/a	Vest ratably over 3 years; dividend equivalents accrue; settled in stock .

Completed 2022–2024 PBRSR performance (NEO program): ROE 200%, strategic revenue 200%, free cash flow 197%, TSR modifier to cap overall at 200% .

Equity Ownership & Alignment

Beneficial ownership for Hodes is not disclosed in the proxy’s officer/director table (applies to NEOs and directors). No pledging or hedging permitted for executive officers and directors, reducing misalignment risk .
Stock ownership guidelines: CEO 6x base salary; other NEOs 3x base salary. Company states all NEOs meet requirements; the proxy does not specify guideline multiples for non-NEO executive officers .

Employment Terms

Executive severance framework: Executive leadership team members (including NEOs) have individual severance agreements; all other officers are covered by an Executive Severance Plan .
Change-of-control: Double-trigger for equity; cash severance paid as lump sum (CEO 3x salary and AIP target; other NEOs 2x) with pro-rata AIP; equity accelerates on qualifying termination; “best payments” provision to avoid 280G excise tax when beneficial .
Non-compete & non-solicit: Restrictions apply for the longer of 12 months after termination or the severance period; confidentiality and non-disparagement indefinite .
Clawbacks: Dodd-Frank compliant executive recoupment policy for Section 16 officers, plus a broader non-executive recoupment policy for misconduct leading to restatement; severance repayment rights if post-termination information indicates cause .

Performance & Company Context (for alignment)

2024 highlights: $12.6B total revenue (+7% YoY), operating revenue $10.3B (+8%), comparable EBITDA $2.8B, $2.3B operating cash flow .
Absolute 3-year TSR: 106% vs S&P 400 MidCap +15% and DJ Transport +1% .
Procurement scope: “Top Procurement Pro” recognition; oversees ~$8B annual strategic sourcing budget; process automation and analytics-driven supplier performance management .

Company Financials (context for Hodes’s role)

Metric	FY 2022	FY 2023	FY 2024
Revenues ($USD)	$12,011,000,000	$11,783,000,000	$12,636,000,000
EBITDA ($USD)	$2,689,000,000*	$2,578,000,000*	$2,699,000,000*

Values retrieved from S&P Global.*

Compensation Committee Analysis (company governance)

Independent consultant FW Cook retained; strong pay-for-performance design with majority at-risk compensation; no tax gross-ups and no option repricing; say-on-pay support >95% in 2024 .
Peer benchmarking and a custom Relative TSR group used for PBRSR modifier; three-year performance periods and caps, with rigorous target-setting .

Risk Indicators & Red Flags (company-level)

Hedging/pledging prohibited for executive officers and directors .
Clawback policies adopted; double-trigger CoC vesting reduces single-trigger windfall risk .
No related person transactions in 2024 .
Strong say-on-pay results and shareholder engagement program .

Investment Implications

Alignment: Hodes’s procurement/M&A mandate controlling ~$8B sourcing and corporate transactions suggests direct leverage to margin/RoE execution; company programs ban hedging/pledging and enforce clawbacks, reinforcing alignment and reducing governance risk .
Retention: Executive severance structure (double-trigger CoC, restrictive covenants, and recoupment provisions) lowers turnover risk amidst strategic transactions; non-compete duration tied to severance period supports continuity .
Performance linkage: Company-wide AIP and LTIP metrics (EBITDA, ROE, FCF, strategic revenue, TSR) drive operating discipline relevant to Hodes’s cost management and supplier strategies; recent 3-year TSR and revenue growth signal supportive backdrop for procurement-driven value creation .