Thomas M. Havens
RYDER SYSTEMAbout Thomas M. Havens
Thomas M. Havens is President, Fleet Management Solutions (FMS) at Ryder System, Inc., serving in this role since 2021; prior roles include Senior Vice President & Global Chief of Operations for FMS (2012–2021) and Vice President & General Manager for FMS in Canada (2011–2012). He is 56 years old . Company performance during 2024 under the current management team included diluted EPS of $11.06, total revenue of $12.6B (+7%), comparable EBITDA of $2.8B, net earnings of $489M (+21%), and a three‑year absolute TSR of 106% versus S&P 400 MidCap +15% and Dow Jones Transportation +1% . Ryder’s executive compensation received over 95% say‑on‑pay support in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryder System, Inc. (FMS) | President, Fleet Management Solutions | 2021–Present | Leads FMS growth, pricing, and maintenance initiatives; integrates dedicated synergies with DTS |
| Ryder System, Inc. (FMS) | SVP & Global Chief of Operations | Nov 2012–May 2021 | Drove operational execution and maintenance productivity at scale |
| Ryder System, Inc. (FMS Canada) | VP & General Manager | Sep 2011–Nov 2012 | Led Canadian FMS operations and market development |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,001 | 630,001 | 650,000 |
| Target Annual Bonus (% of Salary) | 100% (AIP target for division presidents) | 100% (AIP target maintained) | 100% (AIP target maintained) |
| Actual Annual Cash Incentive ($) | 1,137,360 | 618,219 | 522,470 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 (Havens, President FMS)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout (% of target) | Notes |
|---|---|---|---|---|---|---|---|
| RSI Comparable EBITDA ($mm) | 30% | 2,633 | 2,926 | 3,014 | 2,776 | 74% | Company metric |
| FMS Comparable EBITDA ($mm) | 30% | 2,262 | 2,513 | 2,588 | 2,390 | 76% | Division metric |
| FMS Operating Revenue ($mm) | 20% | 4,826 | 5,362 | 5,630 | 5,116 | 77% | Division metric |
| FMS Strategic Objectives | 20% | Inconsistent | Successful | Exceptional | Successful | 100% | Requires EBITDA threshold |
| Weighted Earned Payout | — | — | — | — | — | 80% | Committee paid as calculated |
Historical AIP payouts: 2022 (190%), 2023 (98%), 2024 (80%) .
Long-Term Incentive Plan (LTIP)
- Structure: PBRSRs (60%) and TVRSRs (40%); PBRSR metrics equally weighted among ROE, Strategic Revenue CAGR, and Free Cash Flow, with a TSR modifier (+/–15%) relative to a custom peer group; PBRSRs earn 0–200% and vest at the end of the three‑year period; TVRSRs vest ratably over three years .
- 2022–2024 PBRSR Outcomes: ROE 200%; Strategic Revenue CAGR 200%; Free Cash Flow 197%; TSR modifier adjusted to an overall PBRSR payout of 200% .
- 2024 Grants (Havens): PBRSRs target grant value $1,364,798, shares 11,270; TVRSRs grant value $879,923, shares 7,513 .
- Vesting Schedules:
- 2022 TVRSRs vest ratably on Feb 11, 2023–2025 .
- 2023 PBRSRs performance period ends Dec 31, 2025; vest in early 2026 (unearned shares shown at max 22,398) .
- 2023 TVRSRs vest ratably Feb 10, 2025–2026 .
- 2024 PBRSRs performance period ends Dec 31, 2026 (unearned shares shown at max 22,540) .
- 2024 TVRSRs vest ratably Feb 9, 2025–2027 .
2024 Option Exercises and Stock Vested (Supply Consideration)
| Metric | Count | Value Realized ($) |
|---|---|---|
| Shares vested (TVRSRs and PBRSRs) | 31,765 | 4,696,103 |
| Options exercised | — (none disclosed for 2024) | — |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (Feb 21, 2025) | 69,911 shares; less than 1% of outstanding |
| Shares acquirable within 60 days | 44,530 (includes vested but unexercised rights/options) |
| Outstanding Equity Awards (Dec 31, 2024) | Unvested TVRSRs: 2,718 ($426,345), 4,977 ($780,692), 7,513 ($1,178,489); Unearned PBRSRs at max: 22,398 ($3,513,350), 22,540 ($3,535,624) |
| Ownership Guidelines | 3x annual base salary for NEOs; all NEOs currently meet requirements |
| Hedging/Pledging | Prohibited for executives and directors; margin accounts and pledging not allowed |
| Clawback Policies | Dodd‑Frank compliant executive recoupment policy and separate non‑executive policy for restatements and misconduct |
Employment Terms
- Employment Agreement: Ryder does not provide employment agreements to NEOs; compensation programs and severance governed by committee‑approved plans and agreements .
- Severance Agreements: Include restrictive covenants (non‑compete/non‑solicit), pro‑rata AIP, and multiples tied to AIP history/targets; payments subject to Section 409A and “best pay” 280G cutback where applicable .
- Change‑of‑Control: Equity awards have double‑trigger provisions; no tax gross‑ups on equity parachutes; clawbacks apply .
- Estimated Payments (trigger assumed on Dec 31, 2024; stock price $156.86):
- Involuntary Termination without Cause: $2,807,903 cash severance; $61,971 welfare; $70,000 outplacement; total $2,939,874 .
- Change‑of‑Control with Qualifying Termination: $3,122,470 cash; $8,595,614 intrinsic equity value (accelerated); $5,554 retirement benefits; $82,628 welfare; $70,000 outplacement; total $11,876,266 .
Compensation Structure Analysis
- Mix and Risk: Significant at‑risk pay via AIP and PBRSRs; LTIP metrics emphasize ROE, strategic revenue growth, and free cash flow, with TSR relative modifier—aligning directly with shareholder value creation .
- AIP Rigor and Outcomes: 2024 AIP paid at 80% for Havens amid freight downturn; division EBITDA and operating revenue below target but strategic objectives achieved; prior cycles show higher variable payout sensitivity (190% in 2022; 98% in 2023) .
- Ownership Alignment: Meets 3x salary guideline; strict prohibition on hedging/pledging strengthens alignment; meaningful unvested PBRSR exposure to three‑year financial outcomes and peer‑relative TSR .
Performance & Track Record
- Company KPIs: 2024 diluted EPS $11.06; total revenue $12.6B (+7%); comparable EBITDA $2.8B; adjusted ROE 16%; three‑year TSR 106% .
- FMS Segment: 2024 operating revenue up 1%; EBT down 22% on weaker rental and used vehicle pricing; ChoiceLease performance improved; rental utilization at 70% vs 75% prior year .
Compensation Peer Group & TSR Benchmarking
- Compensation Peer Group used for benchmarking and TSR modifier: includes Avis Budget, C.H. Robinson, CSX, Expeditors, GXO, Hub Group, J.B. Hunt, Knight‑Swift, Landstar, Old Dominion, Schneider, United Rentals, XPO; Additional performance peers include U‑Haul, FedEx, UPS, PACCAR, Saia, Werner, etc. .
Say‑on‑Pay & Governance
- 2024 say‑on‑pay support: over 95% .
- Governance Practices: Double‑trigger equity, clawbacks, stock ownership requirements, prohibition on hedging/pledging, independent consultant (FW Cook) .
Investment Implications
- Alignment: High equity exposure through PBRSRs with ROE/FCF/Strategic Revenue metrics and TSR overlay suggests strong pay‑for‑performance linkage; hedging/pledging ban and ownership guidelines reduce misalignment risk .
- Vesting/Supply: Material vesting for PBRSRs in early 2026 (2023 grants) and TVRSRs annually through 2027; 31,765 shares vested in 2024 ($4.7M value), indicating predictable supply from executive award settlements .
- Retention: Severance and CoC protections (double‑trigger, equity acceleration) lower near‑term departure risk; however, FMS cyclicality (rental/utilized fleet and used vehicle pricing) will drive AIP/LTIP outcomes and realized pay variability .
- Performance Sensitivity: AIP tied heavily to comparable EBITDA and operating revenue at corporate/division levels; LTIP’s ROE/FCF/CAGR design and TSR modifier align with capital efficiency and shareholder returns, reinforcing execution discipline through cycles -.