RYDER SYSTEM, INC. (NYSE:R) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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 50% 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 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 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.
RYDER SYSTEM INC Exhibit
EX-10.1 2 cfoofferletter101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Scott T. Parker[Address]Dear Scott:I am pleased to confirm our verbal offer of employment for the position of Executive Vice President,…
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About RYDER SYSTEM, INC. (NYSE:R)
Ryder System, Inc. is engaged in offering transportation and supply chain management solutions. The Company operates through three segments: Fleet Management Solutions (FMS), which provides full service leasing, commercial rental, contract maintenance and contract-related maintenance of trucks, tractors and trailers to customers in the United States, Canada and the United Kingdom; Dedicated Transportation Solutions (DTS), which provides vehicles and drivers as part of a dedicated transportation solution in the United States, and Supply Chain Solutions (SCS), which provides supply chain solutions, including distribution and transportation services in North America and Asia. It provides purchase option for a selection of used trucks, tractors and trailers through its used vehicle sales program. It offers services to various industries, including automotive, consumer packaged goods, transportation and warehousing, retail, consumer brands, housing, and paper and publishing.
