Ryder System Inc DEF 14A, filed Mar 12, 2025

Ryder System Inc (R)

DEF 14A 2025-03-12 For: 2025-03-12

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Ryder System Inc filed this DEF 14A on March 12, 2025.

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o	Preliminary Proxy Statement	o	Confidential, for Use of the Commission Only
þ	Definitive Proxy Statement		(as permitted by Rule 14a-6(e)(2))
o	Definitive Additional Materials
o	Soliciting Material under § 240.14a-12


Date:						May 2, 2025
Time:						10:00 a.m. Eastern Daylight Time
Location:						Hotel Colonnade Coral Gables, 180 Aragon Avenue, Coral Gables, Florida 33134
Purpose:						1. To elect eleven directors for a one-year term expiring at the 2026 Annual Meeting of Shareholders.
						2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2025 fiscal year.
						3. To approve, on an advisory basis, the compensation of our named executive officers.
						4. To consider any other business that is properly presented at the meeting.
Who May Vote:						You may vote if you were a record owner of our common stock at the close of business on March 3, 2025.
Proxy Voting:						Your vote is important. You may vote:
						• by internet;
						• by telephone; or
						• by mail, if you received a paper copy of these proxy materials.


			PAGE
PROXY SUMMARY			1
INFORMATION ABOUT OUR ANNUAL MEETING			4
CORPORATE GOVERNANCE FRAMEWORK			5
BOARD OF DIRECTORS			6
AUDIT COMMITTEE			9
COMPENSATION COMMITTEE			10
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE			11
FINANCE COMMITTEE			15
RISK MANAGEMENT			15
RELATED PERSON TRANSACTIONS			17
ELECTION OF DIRECTORS (PROPOSAL 1)			18
RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)			26
AUDIT COMMITTEE REPORT			28
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS			29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			30
COMPENSATION DISCUSSION AND ANALYSIS			31
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION			46
EXECUTIVE COMPENSATION			46
DIRECTOR COMPENSATION			57
ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3)			59
OTHER MATTERS			60



By Internet	By Phone	By Mail
www.ProxyVote.com	1.800.690.6903	Completing, signing and returning your proxy card


VOTING MATTERS AND BOARD RECOMMENDATIONS
	Matter	Board Recommendation	Page
No. 1	Election of Directors	FOR each director nominee	18
No. 2	Ratification of PricewaterhouseCoopers LLP as Independent Auditor	FOR	26
No. 3	Advisory Vote on Executive Compensation	FOR	59


o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


o			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


						Ryder System, Inc. 2333 Ponce de Leon Blvd., Suite 700 Coral Gables, Florida 33134


4	Strong Lead Independent Director who is engaged and skilled, with authority to call meetings, develop meeting agendas and engage with shareholders, as appropriate	4	Strong Board oversight of risk management and strategic planning, with in-depth annual review process and regular updates throughout the year
4	Independent and Skilled Board; all directors are independent, other than our Board Chair/CEO, and reflect a diversity of experiences, skills, gender, race, ethnicity and age, with six of our eleven director nominees identifying as women or racial/ethnic minorities	4	Strong Board oversight of management development and succession planning, with in-depth annual review process and regular updates throughout the year
4	All independent directors meet in outside director sessions without management at each Board meeting	4	Published 2023 Corporate Sustainability Report ("CSR") that references global reporting frameworks
4	Routinely evaluate our governance policies, including those of our largest shareholders, and make changes as appropriate	4	Frequent shareholder engagement; we annually reach out to holders constituting a majority of our outstanding shares to request feedback on various matters
4	Annual director elections with majority voting standards and regular evaluations of our Board and committees	4	Robust stock ownership requirements; 6x annual salary or annual retainer for CEO and directors, as applicable, and 3x annual salary for other named executive officers ("NEOs")
4	We prohibit our executive officers and directors from hedging or pledging Ryder stock	4	Robust Principles of Business Conduct and Supplier Code of Conduct


4	Directly link pay with Company performance; majority of pay in performance-based compensation	4	Balance between cash and equity that appropriately incentivizes executives to create long-term value
4	Incentive awards use a variety of distinct metrics with maximum threshold payouts to avoid overemphasis on one metric or excessive risk taking	4	Three-year performance periods and targets for long-term performance-based awards
4	Incentive awards include double trigger and clawback provisions	4	Annual say-on-pay vote; in 2024, we received over 95% support for compensation paid to our executives
4	No tax gross-ups or excessive parachute payments for equity awards	4	Engage an independent compensation consultant to evaluate executive compensation


4	89% of our CEO's total direct compensation performance-based and considered "at risk"	4	All performance-based metrics in Long-Term Incentive Plan ("LTIP") and Annual Incentive Plan ("AIP") have payouts ranging from 0% to 200%
4	Base salary increases for each NEO as a result of annual salary review process	4	Continued use of distinct and complimentary metrics in both AIP and LTIP, reflecting shareholder alignment
4	Enhanced rigor of stock ownership guidelines	4	Maintain NYSE-compliant executive recoupment policy, as well as separate recoupment policy above and beyond those requirements.


Proposal		Board Recommendation
No. 1	To elect each of the following eleven directors for a one-year term expiring at the 2026 Annual Meeting of Shareholders: Robert J. Eck, Robert A. Hagemann, Michael F. Hilton, Tamara L. Lundgren, Luis P. Nieto, Jr., David G. Nord, Robert E. Sanchez, Abbie J. Smith, E. Follin Smith, Dmitri L. Stockton and Charles M. Swoboda	FOR each director nominee
No. 2	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2025 fiscal year	FOR
No. 3	To approve, on an advisory basis, the compensation of our named executive officers, which we refer to as "Say on Pay"	FOR


4			Call meetings of the Board or of the independent directors, as necessary
4			Review and approve meeting agendas for the Board, in collaboration with the Chair and CLO/Corporate Secretary, incorporating feedback on topics requested by the independent directors
4			Request and preview information sent to the Board, as necessary
4			Serve as liaison between the Board and management and obtain the materials and information the Board may need
4			Serve as liaison between the Board Chair and independent directors, and work with the Board Chair to make sure all director viewpoints are considered and that decisions are appropriately made
4			Preside at all Board meetings at which the Board Chair is not present, including outside director sessions of the independent directors (which are held at every regular meeting)
4			Consult with shareholders on their concerns and expectations, as appropriate
4			Engage with other independent directors to identify matters for discussion at outside director sessions
4			Oversee annual CEO evaluation
4			Oversee the Board's annual evaluation process and the search process for new director candidates


Key Responsibilities
4			Approve compensation and evaluate the independence of our independent registered certified public accounting firm
4			Approve scope of annual audit and related audit fees
4			Review scope of internal audit's activities and performance of internal audit function
4			Review and discuss adequacy and effectiveness of internal control over financial reporting with internal audit and independent registered certified public accounting firm
4			Oversee investigations regarding accounting and financial complaints and Ryder's compliance and ethics program
4			Review financial statements, audit results, financial disclosures and earnings guidance
4			Oversee information technology matters relevant to the Company, including cybersecurity risks, controls and procedures, data privacy and network security
4			Oversee process by which the Company assesses and manages risk
4			Oversee matters relating to accounting, auditing and financial reporting practices and policies
Independence and Financial Expertise
4			All members are independent
4			All members are financial experts


Key Responsibilities
4			Oversee and approve our executive and director compensation plans, policies and programs
4			Review industry trends and benchmark data, and determine whether compensation actions support key business objectives and pay-for-performance philosophy
4			Approve compensation actions for direct reports to the CEO, and recommend compensation actions for the CEO for consideration by the independent directors
4			Review and discuss results of shareholder advisory vote on executive compensation, the frequency of such vote and other shareholder input, and consider whether to recommend any adjustments to policies and practices based on this feedback
4			Review and assess compensation policies from a risk management perspective
4			Oversee the preparation of the Compensation Discussion and Analysis section of the Company's annual proxy statement and determine whether to recommend it for inclusion in the proxy statement
Independence
4			All members are independent


þ			No fee required.


o			Fee paid previously with preliminary materials:


TABLE OF CONTENTS


						Proxy Summary


Table of Contents			Ryder System, Inc. \| 2025 Proxy Statement			10


Key Responsibilities
4			Identify and recommend qualified individuals to serve as directors
4			Review qualifications of director candidates, including those recommended by our shareholders pursuant to our By-Laws
4			Recommend to the Board the nominees to be proposed by the Board for election as directors at our Annual Meeting of Shareholders
4			Recommend size, structure, composition and functions of Board committees
4			Review and recommend changes to charters of each committee of the Board
4			Oversee Board and committee evaluation processes, as well as annual CEO evaluation process
4			Review and recommend changes to Corporate Governance Guidelines and Principles of Business Conduct, and oversee and approve governance practices of the Company and Board
4			Oversee process by which Board identifies and prepares for a crisis and review significant issues related to public policy, public affairs and corporate responsibility
4			Oversee the Company's strategy relating to environmental matters, governmental affairs, safety, health and security, employee diversity, the Ryder Charitable Foundation, and related initiatives
Independence
4			All members are independent


In identifying individuals to nominate for election to our Board, the Governance Committee seeks candidates who:
4			Have a high level of personal integrity and exercise sound business judgement;
4			Are highly accomplished, with superior credentials, recognition and strong senior leadership experience in their respective fields;
4			Contribute to the mix of experiences, perspectives and backgrounds on the Board;
4			Have relevant expertise and experience that is valuable to the business of the Company and its long-term strategy, goals and initiatives;
4			Have an understanding of, and concern for, the interests of our shareholders; and
4			Have sufficient time to devote to fulfilling their obligations as directors.


Key Responsibilities
4			Review key financial metrics, liquidity position, and financing arrangements and requirements
4			Review and approve capital allocation strategy, as appropriate, including certain capital expenditures and acquisitions and divestitures, the dividend policy and pension contributions
4			Review relationships with rating agencies, banks and analysts
4			Evaluate our risk management policies and activities (relating to business, economic, interest rate, foreign currency and other risks relating to capital structure and access to capital), and provide guidance to the Board with respect thereto
4			Review the corporate insurance program and activities
4			Review post-audits of major capital expenditures and business acquisitions
4			Review and recommend to the Board candidates for the Company's Investment Committees
Independence
4			All members are independent


Board and Committee Areas of Risk Oversight
Full Board	4	Company culture and tone at the top
	4	Strategic, financial, competitive and execution risks associated with the annual business operating plan and strategic plan
	4	Allocation of significant capital investments
	4	Major litigation and regulatory matters
	4	Significant acquisitions and divestitures
	4	CEO and executive management succession planning
	4	Business conditions and competitive landscape
	4	Natural disasters and pandemics
Audit Committee	4	Financial matters (including financial reporting, accounting, public disclosure and internal controls)
	4	Cybersecurity and information technology
	4	Major litigation and regulatory matters
	4	Internal audit function and the compliance and ethics program
	4	Process by which the Company assesses and manages risk
Compensation Committee	4	CEO and other executive and director compensation
	4	Equity and incentive-based compensation programs
	4	Risk assessment of compensation program and policies
Governance Committee	4	Board effectiveness, organization and corporate governance
	4	CEO evaluation process and director succession planning
	4	Company strategy relating to environmental matters, governmental affairs, safety, health and security, employee diversity and charitable giving
Finance Committee	4	Capital structure, expenditures, acquisitions and dispositions, financing transactions and asset management
	4	Liquidity, cost of capital and access to capital, currency and interest rate exposures and insurance strategies


Robert J. Eck
			BUSINESS EXPERIENCE: Mr. Eck served as CEO of Anixter International Inc. ("Anixter"), a global distributor of network and security solutions, electrical and electronic solutions, and utility power solutions, from 2008 until he retired in 2018. Mr. Eck joined Anixter in 1989 and held roles of increasing responsibility in strategy, supply chain management, sales and marketing, and human resources. From 2007 to 2008, Mr. Eck served as Executive Vice President and Chief Operating Officer ("COO") of Anixter. Prior to that position, Mr. Eck served as Executive Vice President of Enterprise Cabling and Security Solutions for Anixter from 2004 to 2007. In 2003, he served as Senior Vice President of Physical Security Products and Integrated Supply of Anixter. OTHER PUBLIC BOARD MEMBERSHIPS: •A past director of Anixter (until June 2020) OTHER RELEVANT EXPERIENCE: •Director of Incora QUALIFICATIONS: The Board nominated Mr. Eck as a director because of his leadership experience and expertise in supply chain management, domestic and international operations, and marketing and business development. In addition, Mr. Eck has experience leading human resources in a large, multinational company and with mergers and acquisitions. Mr. Eck also has prior leadership experience as President and CEO and director of a global public company. Consistent with our policies and practices related to director service, in making a determination as to Mr. Eck’s nomination, the Board considered Mr. Eck’s qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
Director Since: 2011 Age: 66 Committees: •Compensation •Governance (Chair) Lead Independent Director


Robert A. Hagemann
			BUSINESS EXPERIENCE: Mr. Hagemann served as Senior Vice President and CFO of Quest Diagnostics Incorporated ("Quest") until he retired in 2013. Mr. Hagemann joined Quest's predecessor, Corning Life Sciences, Inc. ("Corning"), in 1992, and held roles of increasing responsibility until he was named CFO of Quest in 1998. Prior to joining Corning, Mr. Hagemann held senior financial positions at Prime Hospitality, Inc. and Crompton & Knowles, Inc. He also held various positions in corporate accounting and audit at Merrill Lynch & Company and Ernst & Young. OTHER PUBLIC BOARD MEMBERSHIPS: •Graphic Packaging Holding Company •Zimmer Biomet Holdings, Inc. QUALIFICATIONS: The Board nominated Mr. Hagemann as a director because of his leadership experience and expertise in finance and accounting, business development, strategy, supply chains and government contracting. In addition, Mr. Hagemann has leadership experience of a global public company as Chief Financial Officer and as a director, including serving on audit, compensation, governance and research/innovation/technology committees. Consistent with our policies and practices related to director service, in making a determination as to Mr. Hagemann's nomination, the Board considered Mr. Hagemann's current service on the board of two other public companies. Mr. Hagemann was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2014 Age: 68 Committees: •Audit •Finance


Michael F. Hilton
			BUSINESS EXPERIENCE: Mr. Hilton served as the President and CEO of Nordson Corporation ("Nordson"), an engineering and manufacturing company, from 2010 until he retired in 2019. Prior to joining Nordson, Mr. Hilton served as Senior Vice President and General Manager of Air Products & Chemicals, Inc. ("Air Products") from 2007 until 2010, and was responsible for leading the company's global Electronics and Performance Materials segment. Mr. Hilton joined Air Products in 1976, where he held roles of increasing responsibility in a variety of management and operations positions. Air Products serves customers in industrial, energy, technology and healthcare markets worldwide with a unique portfolio of atmospheric gases, process and specialty gases, performance materials, equipment and services. OTHER PUBLIC BOARD MEMBERSHIPS: •Jeld-Wen Holding, Inc. •Lincoln Electric Holdings, Inc. •Regal Rexnord Corporation •A past director of Nordson (until December 2019) QUALIFICATIONS: The Board nominated Mr. Hilton as a director because of his leadership experience and expertise in global operations, strategy development, business-to-business marketing and oversight of large and diverse business units. In addition, Mr. Hilton has leadership experience from his past service as CEO of a global public company and as a current director on two other global public company boards. Consistent with our policies and practices related to director service, in making a determination as to Mr. Hilton's nomination, the Board considered Mr. Hilton's past leadership experience and his current service on three other public company boards. Mr. Hilton was renominated based on his qualifications listed above, his valuable contributions to the Board, his in-depth knowledge of the Company gleaned from his years of service on the Board, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2012 Age: 70 Committees: •Compensation (Chair) •Governance


Tamara L. Lundgren
			CURRENT PRINCIPAL OCCUPATION: Ms. Lundgren serves as Chairman, President and CEO of Radius Recycling ("Radius"), previously Schnitzer Steel Industries, Inc. ("SSI"). Radius is one of the largest publicly-traded manufacturers and exporters of recycled metals in North America, operating over 100 facilities throughout North America, including seven deep-water ports located on both coasts of the U.S. and Puerto Rico and a retail auto parts business with over four million annual retail visits. BUSINESS EXPERIENCE: Ms. Lundgren was appointed President and CEO of SSI in 2008 and Chairman in 2020. Ms. Lundgren joined SSI in 2005 as Chief Strategy Officer and held positions of increasing responsibility, including Executive Vice President and COO. Prior to joining SSI, Ms. Lundgren was an investment banker and lawyer with 25 years of experience in the U.S. and Europe. Ms. Lundgren was a Managing Director at JPMorgan Chase and Deutsche Bank in London and New York. Earlier she was a partner in the Washington, D.C. law firm of Hogan Lovells (then Hogan & Hartson, LLP). OTHER PUBLIC BOARD MEMBERSHIPS: •Radius Recycling •A past director of Parsons Corporation (until April 2020) OTHER RELEVANT EXPERIENCE: •A past member of the Board of Directors of Federal Reserve Bank of San Francisco (until December 2023); former Chair of the Board •A past member of the Board of Directors of the U.S. Chamber of Commerce (until June 2022); former Chairman of the Board QUALIFICATIONS: The Board nominated Ms. Lundgren as a director because of her leadership experience and expertise in global operations, strategy, and finance and corporate law. In addition, Ms. Lundgren has leadership experience as President and CEO and as a director of a global public company. Consistent with our policies and practices related to director service, in making a determination as to Ms. Lundgren's nomination, the Board considered Ms. Lundgren's current role as CEO of another public company and service on the board of her company. Ms. Lundgren was renominated based on her qualifications listed above, her significant contributions to the Board and Company, and her demonstrated willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2012 Age: 67 Committees: •Audit •Governance


Luis P. Nieto, Jr.
			BUSINESS EXPERIENCE: Mr. Nieto served as President of the Consumer Foods Group for ConAgra Foods Inc. ("ConAgra"), one of the largest packaged food companies in North America, from 2007 until he retired in 2009. Mr. Nieto joined ConAgra in 2005 and held various leadership positions, including President of the Meats Group and Refrigerated Foods Group. Prior to joining ConAgra, Mr. Nieto was President and CEO of the Federated Group, a leading private label supplier to the retail grocery and foodservice industries, from 2002 to 2005. From 2000 to 2002, he served as President of the National Refrigerated Products Group of Dean Foods Company. Prior to joining Dean Foods, Mr. Nieto held positions in brand management and strategic planning with Mission Foods, Kraft Foods and the Quaker Oats Company. Mr. Nieto is the President of Nieto Advisory LLC, a consulting firm and is affiliated with Akoya Capital Partners. OTHER PUBLIC BOARD MEMBERSHIPS: •A past director of AutoZone, Inc. (until December 2019) QUALIFICATIONS: The Board nominated Mr. Nieto as a director because of his leadership experience and expertise in finance, operations, supply chains, brand management, marketing and strategic planning. In addition, Mr. Nieto has leadership experience in positions of executive oversight and senior management at a global public company. He also has experience as a director on a global public company board, including serving on audit and governance committees. Consistent with our policies and practices related to director service, in making a determination as to Mr. Nieto's nomination, the Board considered Mr. Nieto’s past service on the board of another public company. Mr. Nieto was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2007 Age: 69 Committees: •Compensation •Finance


David G. Nord
			BUSINESS EXPERIENCE: Mr. Nord served as Executive Chairman of Hubbell Incorporated ("Hubbell"), an international manufacturer of electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications until May 2021, and as CEO from May 2014 until he retired in October 2020. Mr. Nord joined Hubbell in 2005 as Senior Vice President and CFO, and subsequently served as President and COO from 2012 to 2013. Prior to joining Hubbell, Mr. Nord held various senior financial positions at United Technologies Corporation, including Vice President and Controller as well as Vice President of Finance and CFO of Hamilton Sundstrand Corporation, one of its principal subsidiaries. OTHER PUBLIC BOARD MEMBERSHIPS: •Jeld-Wen Holding, Inc. •A past director of Hubbell (until May 2021) QUALIFICATIONS: The Board nominated Mr. Nord as a director because of his leadership experience, expertise in global operations and strong financial acumen. In addition, Mr. Nord has past leadership experience as President and CEO and as a director of a global public company. Consistent with our policies and practices related to director service, in making a determination as to Mr. Nord's nomination, the Board considered Mr. Nord's past role as CEO of another public company and current service on a public company board. Mr. Nord was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2018 Age: 67 Committees: •Audit (Chair) •Finance


Robert E. Sanchez
			CURRENT PRINCIPAL OCCUPATION: Mr. Sanchez currently serves as Board Chair and CEO of Ryder. BUSINESS EXPERIENCE: Mr. Sanchez was appointed Chair of Ryder's Board in May 2013, after his appointment as President and CEO in January 2013. Mr. Sanchez joined Ryder in 1993 and has served in positions of increasing responsibility, including a broad range of leadership positions in Ryder's business segments. Mr. Sanchez served as President and COO from February 2012 to December 2012. Prior to that position, he served as President of Global Fleet Management Solutions, Ryder's largest business segment, from September 2010 to February 2012. Mr. Sanchez also served as Executive Vice President and CFO from October 2007 to September 2010; as Executive Vice President of Operations, U.S. Fleet Management Solutions from October 2005 to October 2007; and as Senior Vice President and Chief Information Officer from January 2003 to October 2005. Mr. Sanchez has been a member of Ryder's Executive Leadership team since 2003. OTHER PUBLIC BOARD MEMBERSHIPS: •Texas Instruments, Inc. OTHER RELEVANT EXPERIENCE: •A past member of the Board of Directors of the Truck Renting and Leasing Association ("TRALA") (until April 2024) QUALIFICATIONS: The Board nominated Mr. Sanchez as a director because of his leadership experience and expertise in transportation, supply chains/logistics, global operations, finance and information technology. He has broad leadership experience based on years of diverse senior management roles at Ryder, including serving as President and Chief Operating Officer, Division President of Ryder's largest business segment, Chief Financial Officer and Chief Information Officer. He also has experience as a director on a global public company board, including having served as compensation committee chair. Mr. Sanchez was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2013 Age: 59 Board Chair


Abbie J. Smith
			CURRENT PRINCIPAL OCCUPATION: Ms. Smith serves as the Boris and Irene Stern Distinguished Service Professor of Accounting at the University of Chicago Booth School of Business. BUSINESS EXPERIENCE: Ms. Smith joined the faculty of the University of Chicago Booth School of Business in 1980 upon completion of her Ph.D. in Accounting at Cornell University. The primary focus of her research is corporate restructuring, transparency and corporate governance. She was nominated for a 2005 Smith Breeden Prize for her publication in The Journal of Finance, and has received a Marvin Bower Fellowship from the Harvard Business School, a McKinsey Award for Excellence in Teaching, and a GE Foundation Research Grant. OTHER PUBLIC BOARD MEMBERSHIPS: •HNI Corporation OTHER RELEVANT EXPERIENCE: •Trustee of the Dimensional ETF Trust, DFA Investment Trust Co, and Dimensional Emerging Markets Value Fund; Dimensional Investment Group Inc.; and DFA Investment Dimensions Group Inc. •Trustee of the Chicago-based UBS Funds QUALIFICATIONS: The Board nominated Ms. Smith as a director because of her leadership experience and expertise in business, accounting and corporate governance. In addition, Ms. Smith has an accomplished educational background with extensive academic and teaching experience in business, entrepreneurship, accounting and corporate governance. She also has experience as a director on global public company boards, including serving as lead independent director and member of audit and governance committees. Consistent with our policies and practices related to director service, in making a determination as to Ms. Smith's nomination, the Board considered Ms. Smith's current role as a professor of a distinguished university and service on other company boards. Ms. Smith was renominated based on her qualifications listed above, her significant contributions to the Board and Company, and her demonstrated willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2003 Age: 71 Committees: •Audit •Finance


E. Follin Smith
			BUSINESS EXPERIENCE: Until May 2007, Ms. Smith served as the Executive Vice President, CFO and Chief Administrative Officer of Constellation Energy Group, Inc. ("Constellation Energy Group"), then the nation's largest competitive supplier of electricity to large commercial and industrial customers and the nation's largest wholesale power seller. Ms. Smith joined Constellation Energy Group as Senior Vice President, CFO in June 2001, and was appointed Chief Administrative Officer in December 2003. Before joining Constellation Energy Group, Ms. Smith was Senior Vice President and CFO of Armstrong Holdings, Inc. ("Armstrong"), the global leader in hard-surface flooring and ceilings. Prior to joining Armstrong, Ms. Smith held various senior financial positions with General Motors, including CFO for General Motors' Delphi Chassis Systems division. OTHER PUBLIC BOARD MEMBERSHIPS: •A past director of Kraft Foods Group (until July 2015) •A past director of Discover Financial Services (until May 2014) QUALIFICATIONS: The Board nominated Ms. Smith as a director based on her leadership experience and expertise in finance, human resources, risk management, legal and information technology. In addition, Ms. Smith has leadership experience serving as Chief Financial Officer, Chief Administrative Officer, and as a director of global public companies, including serving on audit, governance and risk committees. Consistent with our policies and practices related to director service, in making a determination as to Ms. Smith's nomination, the Board considered Ms. Smith's past experience as a Chief Financial Officer and service on other company boards. Ms. Smith was renominated based on her qualifications listed above, her significant contributions to the Board and Company, and her demonstrated willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2005 Age: 65 Committees: •Compensation •Governance


Dmitri L. Stockton
			BUSINESS EXPERIENCE: Mr. Stockton served as Senior Vice President and Special Advisor to the Chairman of General Electric Company ("GE"), a multinational industrial company that provides power and water, aviation, oil and gas, healthcare, appliances and lighting, energy management, transportation and financial services, from 2016 until he retired in 2017. Mr. Stockton joined GE in 1987 and held various positions of increasing responsibility during his 30-year tenure. From 2011 to 2016, Mr. Stockton served as Chairman, President and CEO of GE Asset Management, a global asset management company affiliated with GE, and as Senior Vice President of GE. From 2008 to 2011, he served as President and CEO for GE Capital Global Banking and Senior Vice President of GE. He also served as President and CEO for GE Consumer Finance for Central and Eastern Europe. OTHER PUBLIC BOARD MEMBERSHIPS: •Deere & Company •Target Corporation •Smurfit WestRock Company •A past director of Stanley Black & Decker (until December 2021) OTHER RELEVANT EXPERIENCE: •GE Asset Management Inc. (until 2016); GE RSP US Equity and GE RSP Income Fund (until 2016); and GE Elfun Funds (until 2016) QUALIFICATIONS: The Board nominated Mr. Stockton as a director because of his leadership experience and his expertise in risk management, governance, finance and asset management. In addition, Mr. Stockton also has leadership experience in positions of executive oversight and senior management from his tenure at GE, as well as experience as a director on public company boards. Consistent with our policies and practices related to director service, in making a determination as to Mr. Stockton's nomination, the Board considered Mr. Stockton's current service on the Board of three other public companies. Mr. Stockton was renominated based on his qualifications listed above, his significant contributions to the Board and Company, and his willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2018 Age: 60 Committees: •Compensation •Finance (Chair)


Charles M. Swoboda
			BUSINESS EXPERIENCE: Mr. Swoboda served as Chairman and CEO of Cree, Inc. ("Cree"), a global company leader in silicon carbide technology, from May 2005 until he retired in May 2017. Mr. Swoboda was appointed President and CEO of Cree in 2001 and Chairman in 2005. Mr. Swoboda joined Cree in 1993 as a Manager of LED Product and held positions of increasing responsibility, including President and COO. Prior to joining Cree, Mr. Swoboda held positions of significant responsibility, including Sales Engineer at Hewlett-Packard Company. OTHER PUBLIC BOARD MEMBERSHIPS: •A past director of Anixter (until June 2020) OTHER RELEVANT EXPERIENCE: •Executive Chairman of Vast Therapeutics, a preclinical stage drug development company QUALIFICATIONS: The Board nominated Mr. Swoboda as a director because of his leadership experience and expertise in global operations, and new product and technology development and commercialization. In addition, Mr. Swoboda has leadership experience in positions of executive oversight and senior management at global public companies. He also has experience as a director on global public company boards, including serving as a member of the governance and compensation committees. Consistent with our policies and practices related to director service, in making a determination as to Mr. Swoboda's nomination, the Board considered Mr. Swoboda's past experience as a Chairman and CEO and service on other company boards. Mr. Swoboda was nominated based on his qualifications listed above, and his demonstrated willingness and ability to commit adequate time and attention to all Board matters.
Director since: 2022 Age: 58 Committees: •Audit •Governance


PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM


	2024	2023
Audit Fees	$5.4	$5.4
Audit-Related Fees	0.4	0.2
Tax Fees(1)	0.1	—
All Other Fees	—	—
Total Fees	$5.9	$5.6


			David G. Nord (Chair)
			Robert A. Hagemann
			Tamara L. Lundgren
			Abbie J. Smith
			Charles M. Swoboda


Name of Beneficial Owner	Total Shares Beneficially Owned(1)	Percent of Class(2)	Of the Total Shares Beneficially Owned, Shares Which May Be Acquired Within 60 days(3)
Robert E. Sanchez(4)(5)	997,608	2.3%	516,040
John J. Diez	274,390	*	130,767
Robert J. Eck(4)	33,924	*	33,924
Robert D. Fatovic(4)(5)	174,973	*	101,562
Robert A. Hagemann	28,457	*	26,057
Thomas M. Havens	69,911	*	44,530
Michael F. Hilton	31,168	*	31,168
Tamara L. Lundgren	30,013	*	11,887
Luis P. Nieto, Jr.	29,225	*	29,225
David G. Nord	31,927	*	29,927
J. Steven Sensing	158,145	*	94,332
Abbie J. Smith(5)	73,247	*	49,602
E. Follin Smith	39,803	*	33,801
Dmitri L. Stockton	20,341	*	20,341
Charles M. Swoboda	6,159	*	6,159
Directors and Executive Officers as a Group (21 persons)(4)(5)	2,268,257	5.2%	1,284,517