Steve W. Martin
RYDER SYSTEMAbout Steve W. Martin
Steve W. Martin is Executive Vice President, Dedicated Transportation Solutions (DTS) at Ryder System, Inc., and a member of Ryder’s executive leadership team. He joined Ryder in 1988 and has held leadership roles across supply chain and dedicated operations; he holds a B.S. in Transportation & Logistics from the University of Tennessee and completed executive programs at Wharton and Harvard Business School . Martin is 61 (as of FY2024 10-K) and began his current EVP role in 2024, with responsibilities for DTS strategy, customer satisfaction, growth, and business results, including managed transportation and freight brokerage . Company performance during his recent tenure highlights resilience: three-year TSR of 106%, FY2024 total revenue of $12.6B, net earnings of $489M, and comparable EBITDA of $2.8B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryder System, Inc. | EVP, Dedicated Transportation Solutions | 2024–present | Leads DTS strategy, growth, customer outcomes; oversees managed transportation and freight brokerage; part of executive leadership team |
| Ryder System, Inc. | SVP, Dedicated Transportation Solutions | 2019–2024 | Advanced scale and density in dedicated; positioned for profitable growth; integrated acquisitions to drive synergies |
| Ryder System, Inc. | VP & GM, Automotive, Aerospace & Industrials (SCS) | 2017–2019 | Led OEM and manufacturing supply chains; broadened SCS vertical capabilities |
| Ryder System, Inc. | VP, Dedicated Transportation Services – East | 2012–2017 | Grew and executed customized transportation solutions; led oil & gas solutions |
| Ryder System, Inc. | VP, Supply Chain Excellence | 2009–2012 | Led engineering, quality assurance, implementations; standardized best practices |
| Ryder System, Inc. | Operations Supervisor (Automotive) | 1988–1990s | Front-line leadership foundation in dedicated and supply chain operations |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Trucking Association (ATA) | Member | — |
| University of Tennessee | B.S., Transportation & Logistics | — |
| Wharton School; Harvard Business School | Executive leadership; Negotiations & Decision-Making programs | — |
Company Performance Context (FY 2022–FY 2024)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $12,011,000,000 | $11,783,000,000 | $12,636,000,000 |
| Net Income ($USD) | $867,000,000 | $406,000,000 | $489,000,000 |
| EBITDA ($USD) | $2,689,000,000* | $2,578,000,000* | $2,699,000,000* |
| Values retrieved from S&P Global.* |
Fixed Compensation
- Not disclosed for Steve W. Martin in the 2025 DEF 14A (NEO tables cover CEO, CFO, SCS/DTS President, FMS President, CLO) .
Performance Compensation
Ryder’s program design provides clear linkage to profitability, growth, and shareholder returns. While Martin’s specific awards are not disclosed, the applicable corporate and division designs and metrics are as follows:
2024 Annual Incentive Plan (AIP) – CEO/Corporate Design
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual Result | Payout |
|---|---|---|---|---|---|---|
| RSI Comparable EBITDA | 60% | $2,633M | $2,926M | $3,014M | $2,776M | 74% |
| RSI Operating Revenue | 20% | $9,699M | $10,776M | $11,639M | $10,266M | 76% |
| Strategic Objectives | 20% | Inconsistent | Successful | Exceptional | Successful | 100% |
2024 AIP – SCS/DTS Division Design (Division Presidents)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual Result | Payout |
|---|---|---|---|---|---|---|
| RSI Comparable EBITDA | 30% | $2,633M | $2,926M | $3,014M | $2,776M | 74% |
| SCS/DTS Comparable EBITDA | 30% | $459M | $612M | $673M | $589M | 92% |
| SCS/DTS Operating Revenue | 20% | $5,179M | $6,093M | $7,007M | $5,835M | 86% |
| SCS/DTS Strategic Objectives | 20% | Inconsistent | Successful | Exceptional | Successful | 100% |
Design notes: AIP metrics feature 0–200% payout ranges; corporate design emphasizes Comparable EBITDA (60%) and Operating Revenue (20%); division designs blend company and division EBITDA plus division revenue and objectives .
Long-Term Incentive Plan (LTIP) – Structure
| Element | Weight | Vesting | Metrics | Payout Range | TSR Modifier |
|---|---|---|---|---|---|
| PBRSRs | 60% | 3-year performance period | ROE (3-yr avg), Strategic Revenue Growth (3-yr CAGR), Free Cash Flow (3-yr avg) | 0–200% | +/-15% vs custom peer group; no positive modifier if absolute TSR negative; capped at 200% |
| TVRSRs | 40% | Time-vested, ratable over 3 years | — | — | — |
Governance features: double-trigger vesting on change of control, recoupment policies (SEC Rule 954 compliance and broader non-exec policy), prohibition on hedging/pledging .
Equity Ownership & Alignment
- Hedging and pledging are prohibited for executive officers and directors .
- Stock ownership guidelines: CEO 6x salary; other NEOs 3x salary (met by all NEOs as of 12/31/2024) .
- Beneficial ownership for Steve W. Martin is not tabulated in the 2025 proxy (table covers directors and NEOs) .
Employment Terms
| Topic | Key Terms | Applicability |
|---|---|---|
| Employment Agreements | Ryder does not provide employment agreements to executives . | Company-wide policy |
| Severance Agreements | Executive leadership team members (including NEOs) have individual severance agreements; involuntary termination without Cause provides salary continuation (30 months CEO; 18 months others), pro-rata AIP based on actual results, plus 2.5x (CEO) / 1.5x (others) of 3-year average AIP . | Executive leadership team and NEOs |
| Change-of-Control (CoC) | Double-trigger: upon a Qualifying Termination, lump-sum 3x salary and 3x target AIP (CEO) or 2x salary and 2x target AIP (others) plus pro-rata target AIP; immediate vesting and payment of deferred comp; accelerated equity per plan rules; “best payments” cutback to avoid 280G excise tax if beneficial . | NEOs; executive leadership team typically aligned via individual agreements |
| Restrictive Covenants | Confidentiality and non-disparagement (indefinite); non-compete/non-solicitation for longer of 12 months post-termination or severance period; release required to receive benefits . | Executive severance agreements |
| Clawbacks | SEC-compliant executive recoupment policy and separate non-executive policy; recoup incentive comp for restatements and certain misconduct within look-back window . | Company-wide |
Performance & Track Record
- DTS strategic focus under Martin: strengthen position via Cardinal acquisition integration, synergy capture, operational efficiency through increased scale/density and digitization; positioned for profitable growth across cycles .
- Company three-year TSR: 106%; FY2024 comparable EBITDA $2.8B; Operating Revenue $10.3B; highlights resilient model offsetting cyclical freight environment .
Governance, Peer Group, Say‑on‑Pay
- Compensation peer group and additional performance peers used for relative TSR (custom group) and benchmarking .
- 2024 Say‑on‑Pay approval exceeded 95% .
Investment Implications
- Incentive alignment: Heavy weighting to Comparable EBITDA and Operating Revenue in AIP, plus ROE/FCF/Strategic Growth in LTIP with a relative TSR modifier, suggests strong linkage of executive rewards to profitability, capital efficiency, and shareholder returns—supportive for DTS execution quality under Martin .
- Retention risk appears contained: long Ryder tenure (since 1988) and executive leadership team status, coupled with competitive severance/CoC protections and robust ownership/recoupment policies (no hedging/pledging), reduce misalignment and attrition risk .
- Monitoring: Specific compensation and ownership for Martin are not disclosed in the proxy; track future 8‑Ks (Item 5.02) and proxies for updates to his compensation or role changes, and DTS performance milestones (integration/synergies, density, digitization) for leading indicators of payout outcomes .