UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 27, 2019

RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Florida
1-4364
59-0739250
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

11690 NW 105th Street
Miami, Florida
33178
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (305) 500-3726

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On March 27, 2019, Ryder System, Inc. (Ryder or the Company) announced that its Board of Directors (Board) has appointed Scott T. Parker, age 52, to serve as the Company's Executive Vice President and Chief Financial Officer effective April 5, 2019. Mr. Parker will succeed Art A. Garcia, who announced his retirement in September 2018.
Mr. Parker joins Ryder from OneMain Financial (OneMain), a leading consumer finance company, where he served as executive vice president and chief financial officer responsible for overseeing all financial operations since 2015. Prior to his most recent role at OneMain, Mr. Parker served as the chief financial officer for commercial finance company CIT Group Inc. (CIT) from 2010 to 2015. Prior to joining CIT, he served as chief financial officer from 2006 to 2008 and chief operating officer from mid-2008 to 2010 of Cerberus Operations & Advisory Company, an affiliate of private investment firm Cerberus Capital Management. Mr. Parker also spent more than 15 years in leadership roles within the industrial and financial services businesses at General Electric Company, including chief financial officer of GE Capital Solutions from 2005 to 2006. Mr. Parker received a Bachelor of Science degree in Agricultural Economics (Business Management and Marketing) from Cornell University.
In connection with Mr. Parker’s appointment, the Company’s Compensation Committee approved the following compensation arrangements: (1) annual base salary of $575,000, (2) annual target bonus opportunity equal to 100% of his base salary, and (3) an equity inducement award valued at $4.8 million which is intended to compensate Mr. Parker for equity compensation forfeited from leaving his former employer and will be granted upon commencement of employment. The equity inducement award is comprised of time-vested restricted stock rights ($4.3 million) and stock options ($500,000) that each vest over three years subject to continued employment (40% vesting after the first year and 30% after each of the second and third years). The equity inducement award will be granted outside of the Company’s existing equity plan as an employment inducement award under New York Stock Exchange Listing Rule 303A.08. Mr. Parker is also eligible for future awards under the Company’s Long-Term Incentive Program administered by the Board. In addition, the Company will reimburse Mr. Parker for his relocation costs and expenses.
The Company also anticipates entering into a severance agreement with Mr. Parker that will provide for severance benefits substantially similar to those currently provided to the current Chief Financial Officer.
The compensation arrangements described above are reflected in an employment offer letter, a copy of which is attached hereto as Exhibit 10.1. The foregoing summary is qualified in its entirety by reference to the full text of the offer letter.
There is no arrangement or understanding between Mr. Parker and any other person pursuant to which Mr. Parker was appointed as Executive Vice President and Chief Financial Officer. There are no family relationships between Mr. Parker and any of the Company’s directors or executive officers, and the Company has not entered into any transactions with Mr. Parker requiring disclosure under Item 404(a) of Regulation S-K.  

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on March 27, 2019 announcing Mr. Parker’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished by the Company pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 (d) Financial Statements and Exhibits.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 27, 2019
RYDER SYSTEM, INC.
(Registrant)
 
By:
/s/    ROBERT D. FATOVIC
 
 
Executive Vice President and Chief Legal Officer and Corporate Secretary




Exhibit 10.1

Scott T. Parker
[Address]

Dear Scott:

I am pleased to confirm our verbal offer of employment for the position of Executive Vice President, Chief Financial Officer, Ryder System, Inc.  Your employment will commence on a date mutually agreeable to you and Ryder.  Your appointment to this position and compensation are subject to the approval of the Board of Directors. 
This position is offered to you at an annual base salary of $575,000.00.  Your annual cash incentive opportunity will be 100% of eligible base salary.  The award is based on the Ryder System Inc. Equity and Incentive Compensation Plan and is paid in February of each year for the preceding year, as approved by the Board of Directors.  For the 2019 performance year, your annual cash incentive award will not be prorated based on your time in position.

In addition, to compensate you for equity forfeited as a result of leaving your prior employer, we are recommending you receive a one-time equity grant valued at $4,800,000, in a combination of time-vested restricted stock rights and stock options.  This award is subject to the approval of the Compensation Committee of the Board of Directors.
As with any other executives, your eligibility for future awards will be subject to the Company’s Long-Term Incentive Program administered by the Board of Directors.  Annual awards are awarded in February and are delivered in a combination of stock options, performance-based restricted stock, and time-vested restricted stock rights.  Terms and conditions, as well as vesting schedules are delivered when the award is made.
Stock ownership by management is valued at Ryder.  Accordingly, a stock ownership guideline of three (3) times base salary has been established for your position.  You will have five years from your date of hire to reach your required stock ownership level.  While five years have been allotted as the maximum time frame over which to accumulate full stock ownership levels, you should meet a pro-rata portion of the stock ownership guideline for each month in your position.
Your new position also includes a monthly car allowance of $800, and an annual executive perquisite allowance of $6,800 per year payable upon your start date.
You are eligible for Ryder System, Inc. employee benefits as summarized in the enclosed Benefits at a Glance and consistent with other executive leaders.  You are also eligible for a full-reimbursement relocation package.
In addition, Ryder agrees to reimburse you for the difference between the cost of Ryder’s medical and dental coverage and the COBRA health insurance premiums through your present employer until such time as your Ryder health insurance becomes effective.
Government regulations require that we verify identity and employment eligibility of all new employees within three business days of their date of hire.  Please be prepared to submit proper documentation on your start date.


Exhibit 10.1

This offer letter is contingent upon your successful completion of a background check and a post-offer drug screening test.

This is a letter of offer and not to be construed as a formal contract of employment. We hope you understand that we must confirm your employment to be on an “at will” basis.  Neither our stating your salary or wages in annualized terms nor our comments and representations in other respects are intended to express or imply that you will be working either for any particular duration or under a contract of employment.

Scott, I am looking forward to working with you.  Please call me or Frank Lopez should you have any questions regarding this offer. 

Sincerely,

/s/ Robert E. Sanchez



RYDEREVERBETTERLOGO.JPG Exhibit 99.1

Ryder Names New Chief Financial Officer
Financial industry veteran Scott Parker named to top financial role at $8.4 billion logistics leader
MIAMI, March 27, 2019 Ryder System, Inc. (NYSE: R), a leader in commercial fleet management, dedicated transportation, and supply chain solutions, today announced the appointment of Scott T. Parker as executive vice president (EVP) and chief financial officer (CFO) responsible for Ryder’s financial management functions including finance and audit, treasury, tax, accounting, corporate strategy, and investor relations. Mr. Parker succeeds Art A. Garcia who announced his retirement in September 2018.

As EVP and CFO, Mr. Parker will also serve as a member of Ryder’s Executive Leadership Team and report to Chairman and Chief Executive Officer Robert E. Sanchez. He will join Ryder on April 5, 2019, and be based in the global headquarters in Miami, Fla.
“Scott is a highly talented and seasoned leader with a proven track record of successfully driving top-line growth and improved profitability,” said Mr. Sanchez. “His extensive financial expertise, along with his strategic mindset, will help take us to the next phase of our growth strategy in the constantly evolving transportation and logistics industry.”
Since November 2015, Mr. Parker served as EVP and CFO for OneMain Financial (NYSE: OMF), a leading consumer finance company, responsible for overseeing all financial operations including accounting, tax, financial planning and analysis, treasury, and investor relations departments. He also had responsibility for the credit, insurance, and marketing functions of OneMain.
Prior to his most recent role at OneMain, Mr. Parker served as the CFO for commercial finance company CIT Group Inc. (NYSE: CIT) from July 2010 to October 2015. Prior to joining CIT, he served as CFO from 2006 to 2008 and chief operating officer from mid-2008 to 2010 for Cerberus Operations & Advisory Company, an affiliate of private investment firm Cerberus Capital Management.
Mr. Parker also spent more than 15 years in leadership roles within the industrial and financial services businesses at General Electric Company (NYSE: GE), including CFO of GE Capital Solutions from 2005 to 2006. Mr. Parker received a Bachelor of Science degree in Agricultural Economics (Business Management and Marketing) from Cornell University.
“I’m thrilled to join a new industry and such an innovative, forward-thinking company,” said Mr. Parker. “I look forward to working with the management team as we continue to grow the business and build on our success.”
As part of the planned succession process, Mr. Garcia will continue in the CFO role until April 5, 2019, and, thereafter, will serve as a special advisor to the CEO until his retirement on April 30, 2019.
“I would like to thank Art for his leadership during his 20-year-career with Ryder, helping to deliver the company to the strong position it holds today, and wish him all the best in his retirement,” added Mr. Sanchez.
Mr. Parker’s compensation arrangements are described in Ryder’s Current Report on Form 8-K filed with the Securities and Exchange Commission on the date of this press release. Pursuant to New York Stock Exchange Rules, Ryder notes that these arrangements include an equity award that will be made outside of Ryder’s equity incentive plan as an employment inducement award under NYSE Listing Rule 303A.08.


RYDEREVERBETTERLOGO.JPG Exhibit 99.1

The grant, which will be made upon Mr. Parker’s commencement of service with Ryder, is valued at $4.8 million and is intended to compensate Mr. Parker for equity compensation forfeited from leaving his former employer. The grant is comprised of restricted stock ($4.3 million) and stock options ($500,000) that vest over three years subject to continued employment (40% vesting after the first year and 30% after each of the second and third years).
NOTE: A headshot of Mr. Parker is available via the Ryder Newsroom and BusinessWire.

About Ryder System, Inc. 
Ryder is a Fortune 500® commercial fleet management, dedicated transportation, and supply chain solutions company. The company’s stock (NYSE: R) is a component of the Dow Jones Transportation Average and the S&P MidCap 400® index. Ryder, which also provides commercial truck rental, truck leasing, used trucks for sale, and last mile delivery services, has been named among “The World’s Most Admired Companies” by Fortune, as well as one of “America’s Best Employers” and “America’s Best Employers for Women” by Forbes. The company is regularly recognized for its industry-leading practices in third-party logistics, environmentally friendly fleet and supply chain solutions, world-class safety and security programs, and hiring of military veterans. For more information, visit the Ryder newsroom.

Note Regarding Forward-Looking Statements: Certain statements and information included in this news release are "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995.   These forward-looking statements are based on our current plans and expectations and are subject to risks, uncertainties and assumptions.   Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements including those risks set forth in our periodic filings with the Securities and Exchange Commission. New risks emerge from time to time.   It is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Media Contact:
Jonathan Mayor
jonathan_c_mayor@ryder.com
(305) 500-3161

Investor Relations Contact:
Bob Brunn
bob_s_brunn@ryder.com
(305) 500-4210