DEF 14A of United Parcel Service Inc

Filed Mar 17, 2025 · FY20240001090727-25-000038

Open on EDGAR

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| Median Employee to CEO Pay Ratio | 65 | | Pay Versus Performance | 66 | | Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation | 70 | | Ownership of Our Securities | 71 | | Security Ownership of Certain Beneficial Owners and Management | 71 | | Audit Committee Matters | 73 | | Proposal 3 — Ratification of Auditors | 73 | | Audit Committee Report | 73 | | Principal Accounting Firm Fees | 75 | | Shareowner Proposals | 76 | | Proposal 4 — Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share | 76 | | Proposal 5 — Report on the Risks Arising from Voluntary Carbon-Reduction Commitments | 79 | | Important Information About Voting at the 2025 Annual Meeting | 82 | | Other Information for Shareowners | 86 | | Solicitation of Proxies | 86 | | Eliminating Duplicative Proxy Materials | 86 | | Submission of Shareowner Proposals and Director Nominations | 86 | | 2024 Annual Report on Form 10-K | 87 | | Other Business | 87 |
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Compensation Practices A significant portion of executive compensation is at-risk and tied to Company performance. This helps align executive decision-making with the long-term interests of our shareowners. Compensation practices that support these principles include: •A balanced mix of cash and equity, providing a degree of financial certainty and appropriate incentives to retain and motivate executives; •Performance incentive equity awards that vest over multiple years, furthering both retention and incentive goals; •Periodic reviews and changes to incentive compensation metrics to better align them to progress on our strategic initiatives; •Multiple distinct goals for annual and long-term performance incentive awards, avoiding overemphasis on any one metric and mitigating excessive risk-taking; •Adopting payout structures for our annual Management Incentive Program (the “MIP”) that provide visibility and clarity to participants, and removing payout discretion; •Long-term performance incentive awards with a three-year performance period; •Stock option awards that vest over a five-year period and only provide value if our stock price increases; •Clawback policy that applies to all of our executive officers; •Incentive compensation plan awards that require a double trigger — both a change in control and a termination of employment or a failure to continue, assume or substitute the award — to accelerate vesting; and •No tax gross-ups on equity awards or golden parachute excise taxes. 2024 Compensation Actions Key 2024 compensation decisions affecting our executive officers included: •Most target direct compensation was performance-based or considered “at risk” (94% for the CEO and 86% for all other named executive officers (“NEOs”) as a group), page 40; •Base salary increases as a result of the annual salary review process, page 42; •A return to annual goal setting for awards under the MIP, page 43; •Adoption of a new incentive compensation award metric, and changes in metric weightings, under the MIP designed to better incent towards achievement of our strategic initiatives; •Annual MIP awards were earned and paid below target, page 43; and •Previously granted 2022 Long-Term Incentive Performance (“LTIP”) awards, which had three-year performance goals ending in 2024, were earned and paid below target, page 47.
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| Say on Pay Vote |
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We maintain executive compensation programs that support the long-term interests of our shareowners. We provide shareowners the opportunity to vote annually, on an advisory basis, to approve the compensation of our NEOs, as described in the Compensation Discussion and Analysis section and in the compensation tables and accompanying narrative disclosure in this Proxy Statement. The board recommends you vote FOR the advisory vote to approve NEO compensation. For more information, see page 70.
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| Ratify the Appointment of the Independent Registered Public Accounting Firm |
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The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025. The board recommends you vote FOR the ratification of the appointment of Deloitte & Touche LLP. For more information, see page 73. For the reasons described in this Proxy Statement, the board recommends you vote AGAINST the shareowner proposals. Information about these proposals starts on page 76.
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| | 9 |
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The Board of Directors is accountable to shareowners and operates within a governance structure that we believe provides appropriate checks and balances to help create long-term value. The board’s responsibilities include: •Establishing an appropriate corporate governance structure; •Supporting and overseeing management in setting long-term strategic goals and applicable measures of value-creation; •Providing oversight of the identification and management of material risks; •Establishing appropriate executive compensation structures; and •Monitoring business issues that have the potential to significantly impact the Company’s long-term value. We regularly review and update our corporate governance policies in response to the evolving needs of our business, shareowner feedback, regulatory changes and other corporate developments. Following is an overview of our corporate governance structure and processes, including key aspects of the board’s functions. Selecting Director Nominees Maintaining a board of individuals independent of management, with the appropriate skills and experience, and of the highest personal character, integrity and ethical standards, is critical to the proper functioning of the board. The Nominating and Corporate Governance Committee seeks to promote diversity in the boardroom with respect to skills, experience, perspectives, background and other factors. Our directors’ biographies beginning on page 21 highlight factors that the board considered when nominating these individuals.
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| Nomination Process |
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| 1. | Board Composition Review | | | The board’s annual self-evaluation process helps the Nominating and Corporate Governance Committee identify needs by assessing areas where additional expertise, skills or experience may be desired. The Nominating and Corporate Governance Committee also conducts regular board composition reviews. | | 2. | Candidate Identification | | | The Nominating and Corporate Governance Committee uses a variety of sources to identify potential candidates, including board members, members of management, independent consultants and shareowner recommendations. Prospective candidates are evaluated after taking into account feedback from consultants, management and board members, candidate background and qualification reviews, and open discussions between the Nominating and Corporate Governance Committee and the full board. This process allows for active consideration of potential directors with a focus on long-term Company strategy, and resulted in the appointment of Kevin Clark as a new director in March 2025. | | 3. | Shortlisted Candidates | | | The Nominating and Corporate Governance Committee maintains a diverse list of potential director candidates according to desired skills, experiences and backgrounds. The list is reviewed at each Nominating and Corporate Governance Committee meeting and updated as appropriate. Each candidate is evaluated to help ensure that existing and planned future commitments would not materially interfere with expected board responsibilities. This process led to the appointment of Kevin Clark to the board in March 2025. | | 4. | Recommendation, Nomination and Election | | | Candidates recommended by the Nominating and Corporate Governance Committee and approved by the board are nominated for election. Directors are elected annually. | | Result: | Six new independent directors added since 2020; 50% director refreshment since 2020. |
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| 10 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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| Shareowner Recommendations |
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Shareowner recommended director candidates are considered on the same basis as recommendations from other sources. Shareowners can recommend a candidate by writing to the UPS Corporate Secretary, 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328. Submissions must contain the prospective candidate’s name and a detailed description of the experience, qualifications, attributes and skills that make the individual a suitable director candidate. Board Leadership Structure Based on the periodic evaluation and recommendation of the Nominating and Corporate Governance Committee, the board determines the most appropriate board leadership structure, including who should serve as Board Chair, and whether the roles of Board Chair and CEO should be separated or combined. In making this determination, the board evaluates a number of factors, including professional experience, operational responsibilities and corporate governance developments. In October 2020, in connection with Carol Tomé’s election as CEO, the board determined that it was in the best interests of the Company to enable Carol to focus on leading the Company, and separated the roles of Board Chair and CEO. Bill Johnson, who had been serving as our independent Lead Director, was appointed Board Chair. Bill provides significant value to the board. Bill has served on our board since 2009 and served as independent Lead Director from 2016 until October 2020. He has deep institutional knowledge of the Company and provides strong continuity of leadership. He devotes significant time to understanding our strategy and communicating with the CEO, and other directors, between meetings. He draws on his extensive knowledge of our business, industry, strategic priorities and competitive developments to set the board’s agendas in collaboration with the CEO, and he seeks to ensure that board meetings are productive and interactions with the directors facilitate a useful exchange of viewpoints. In light of the foregoing, the importance of management’s focus on the execution of the Company’s strategic priorities and the need for board oversight continuity in the face of ongoing global economic and political uncertainty, in February 2025 as a part of our director nomination process, the board determined it was appropriate to grant Bill a waiver from the board’s mandatory retirement age of 75 so that he can continue to lead the board for an additional year. Carol is available to all directors between meetings and meets regularly with the Board Chair, and with the directors individually and as a group, to receive feedback. Bill’s collaboration with Carol allows the board to focus attention on the issues of greatest importance to the Company and its shareowners and our CEO to focus primarily on leading the Company. Furthermore, all the members of each of the Audit Committee, the Compensation and Human Capital Committee, the Nominating and Corporate Governance Committee and the Risk Committee are independent. Each committee is led by a chairperson who sets the meeting agendas and reports to the full board on the committee’s work. Additionally, the independent directors meet in executive session without management present at each regular board meeting, as described below. Executive Sessions of Independent Directors Directors hold executive sessions without management present at each regular board meeting. The Board Chair determines the agenda and presides at each session. The Board Chair generally invites the CEO to join a portion of the executive session to receive feedback and when deemed appropriate otherwise. In addition, throughout the year the Board Chair meets individually with each director to discuss issues that are important to the board and to solicit and provide further feedback.
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| | 11 |
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Board and Committee Evaluations The board’s performance is critical to our long-term success and the protection of stakeholders’ interests. The board employs both an ongoing informal and a formal annual process to evaluate its performance and the contributions of individual directors to the successful execution of the board’s obligations. The Board Chair frequently considers the performance of the board and the board’s committees and has informal discussions about individual director contributions to the board. The Board Chair shares feedback from these discussions with the full board and with individual board members. In addition, during 2024 the Board Chair met individually with each director to discuss overall board effectiveness and performance, individual director time commitments and potential 2025 board meeting agenda items.
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| Annual Evaluation Process |
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| 1. | Formal Annual Evaluation Oversight | | | The Board of Directors, Audit Committee, Compensation and Human Capital Committee, Nominating and Corporate Governance Committee, and Risk Committee each conduct an annual, formal self-assessment. The Nominating and Corporate Governance Committee oversees the annual board assessment process and the implementation of the annual committee self-assessments. | | 2. | Use of Detailed Questionnaires | | | All board and committee members complete a detailed confidential questionnaire each year. The questionnaire provides for quantitative ratings in key areas, including overall board effectiveness, meeting effectiveness, access to information, information format, board committee structure, access to management, succession planning, meeting dialogue, communication with the CEO, operational reporting, financial oversight, capital structure and financing, capital spending, long-term strategic planning, risk oversight, crisis management and time management. In addition to responding to specific questions, directors are encouraged to provide additional written feedback and make detailed anonymous comments. We engage an independent third party to administer and prepare reports on the evaluations. | | 3. | Reviews | | | The results of the committee self-assessments are reviewed by each committee and discussed with the full board. The Nominating and Corporate Governance Committee Chair reviews the results of committee self-assessments and discusses the responses with the chairs of the other board committees as appropriate. The Nominating and Corporate Governance Committee Chair also reviews and discusses the board evaluation results with the full board. | | 4. | Follow-up | | | Matters requiring follow-up are addressed by the Nominating and Corporate Governance Committee Chair or the chairs of the other committees as appropriate. In addition, throughout the year the Board Chair meets individually with each director to discuss issues that are important to board members and to solicit further feedback. | | Result: | Feedback from these evaluations has led to several improvements in board functionality, including changes to the format and delivery of board meeting materials, board meeting agendas and recurring topics, strategic planning and oversight, director recruitment practices, orientation and education, engagement with management, board committee memberships, allocation of responsibilities among the board’s committees and succession planning. |
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| 12 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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Board Refreshment and Succession
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| 8.4 years nominee average tenure | | | Newer directors (< 5 years) | | | Medium-tenured directors (5-10 years) | | | Longer-tenured directors (> 10 years) | |
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The Nominating and Corporate Governance Committee regularly evaluates board composition and necessary skills as our business evolves over time. We seek a balance of knowledge and experience that comes from longer-term board service with new ideas and perspectives that can come from newer directors. Since 2020, we have added six new directors and, as of the Annual Meeting, have had six directors retire. The average tenure of the director nominees reflects an appropriate balance between different perspectives brought by newer, medium and long-serving directors. Board Oversight of Strategic Planning The board’s responsibilities include oversight of strategic planning. Effective oversight requires a high level of constructive engagement between management and the board. The board leverages its substantial experience and expertise and is fully engaged in the Company’s strategic planning process. Management develops and prioritizes strategic plans on an annual basis. Management then reviews these plans with the board on an annual basis, along with the Company’s challenges, opportunities, industry dynamics, and legal, regulatory and governance developments and other significant strategic matters. Management provides the board comprehensive updates throughout the year regarding progress on the Company’s strategic plans. Management also provides regular updates regarding the achievement of the Company’s financial and other goals. In addition, the CEO communicates regularly with the board on important business opportunities, financial and operational performance matters, risks and other developments such as sustainability, human capital, labor and customer relations, both during and outside the regular board meeting cycle. Management Development and Succession Planning Succession planning and talent development are important at all levels within our organization. The board oversees management’s emergency and long-term succession plans at the executive officer level, most importantly the CEO position. The board annually reviews succession plans for senior management including the CEO, all in the context of the Company’s overall business strategy and with a focus on risk management. More broadly, the board and the Compensation and Human Capital Committee are regularly updated on key talent indicators for the overall workforce, including workforce recruiting, retention and training and development programs. The board’s succession planning activities are ongoing and strategic and are supported by board committees and independent third-party consultants. In addition, the CEO annually provides an assessment to the board of senior leaders and their potential to succeed at key senior management positions. As a part of this process, potential leaders interact with board members through formal presentations and during informal events. We also utilize a formal director engagement program in which directors meet with individual executive officers, visit Company operations, participate in employee events and receive in-depth subject matter updates outside of the regular board meeting process. These engagements encourage the ongoing exchange of ideas and information between directors and management, facilitate the board’s oversight responsibilities, and support management development and succession planning efforts.
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| | 13 |
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Risk Oversight
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| Board of Directors |
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Risk management oversight is an essential board responsibility. The board regularly discusses our most significant risks and how these risks are being managed. The Company’s enterprise risk management process is designed to identify potential events that may affect the achievement of the Company’s strategic objectives or have a material adverse effect on the Company. The board reviews periodic assessments from this process and participates in the Company’s annual enterprise risk evaluation process. The board has delegated to its standing committees specific risk oversight responsibilities as set out below and receives regular reports from the committees on appropriate areas of risk management.
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| Risk Committee | Audit Committee | Compensation and Human Capital Committee | Nominating and Corporate Governance Committee | | Oversees management’s identification and evaluation of enterprise risks, including risks associated with intellectual property, operations, privacy, technology, cybersecurity and business continuity. | Oversees policies with respect to financial risk assessment, including guidelines to govern the process by which major financial and accounting risk assessment and management is undertaken. | Considers risks related to compensation policies and practices, with respect to both executive compensation and compensation generally, and considers other human capital risks. | Considers risks related to succession planning, political contributions and lobbying, environmental sustainability and stakeholder engagement matters, among others. |
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The Company’s Chief Legal and Compliance Officer (“CLO”), Chief Digital and Technology Officer (“CDTO”), Chief Information Security Officer (“CISO”), and Vice President of Compliance and Internal Audit each meet individually with the Risk Committee on a regular basis to discuss and address relevant matters. The Chair of the Risk Committee also meets frequently with the CDTO between meetings. The Risk Committee updates the board annually on the results of Company’s enterprise risk management identification process and risk assessment results. The board provides feedback to the Company about significant enterprise risks and assesses the Company’s identification of its most significant risk areas. The Risk Committee also coordinates with the Audit Committee, including through periodic joint meetings, to enable the Audit Committee to perform its risk-related responsibilities. The Risk Committee oversees the Company’s approach to cyber risk assessment and mitigation by, among other things: •reviewing the Company’s cybersecurity insurance program; •reviewing the Company’s cybersecurity budget; •discussing the results of various internal cybersecurity audits and periodic independent third-party assessments of the Company’s cybersecurity programs; •being briefed on cybersecurity matters by outside experts; and •receiving regular updates from the CISO and others on cybersecurity risks, operational metrics, compliance and regulatory developments, training programs, risk mitigation activities, key projects and industry developments. The Audit Committee has additional risk assessment and risk oversight responsibilities, specifically with respect to financial risk assessment. The CLO, CEO, CFO and Vice President of Compliance and Internal Audit each meet individually with the Audit Committee on a regular basis. In addition, the CLO reports directly to our CEO, providing visibility into the Company’s risk profile. The board believes that the work undertaken by its committees, together with the work of the full board and the Company’s senior management, enables effective oversight of the Company’s management of risk.
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| 14 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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Stakeholder Engagement Maintaining open and ongoing dialogs with key stakeholders is an important component of our corporate culture. Our management team participates in numerous investor meetings throughout the year to discuss our business, strategy and financial results. This includes in-person, telephone and webcast conferences, as well as key site visits. In addition, each year we undertake a stakeholder outreach program in which we discuss progress on our environmental sustainability, human capital and governance initiatives. This year we contacted holders of over 47% of our class B common stock as a part of this program. Engagement provides us with the opportunity to understand issues of significant importance to stakeholders and to receive feedback on our practices and disclosures. Similarly, it provides us with an opportunity to discuss how management believes its actions are aligned with long-term value creation. We also proactively correspond with other key stakeholders throughout the year. We share feedback from our engagements with the board, the Compensation and Human Capital Committee, and the Nominating and Corporate Governance Committee as appropriate.
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| | | | We consider the views of our shareowners and other stakeholders when evaluating our policies and practices; for example, in recent years we have: | The Compensation and Human Capital Committee considers shareowner feedback, along with the market information and analysis provided by its independent compensation consultant, when making decisions about our executive compensation programs. In recent years we have: | | •Announced a number of environmental and social goals, including a carbon neutral by 2050 goal; •Accelerated our environmental sustainability reporting; •Increased disclosures around individual director skills, experience and backgrounds; •Separated the Board Chair and CEO roles; •Appointed an independent Board Chair; •Expanded reporting on lobbying activities; •Revised the Risk Committee charter to specifically identify cybersecurity oversight responsibilities; •Revised the Nominating and Corporate Governance Committee charter to include oversight of environmental sustainability matters and risks; and •Revised the Compensation and Human Capital Committee charter to include oversight of performance and talent management, workforce representation, work culture and employee development and retention. | •Updated the peer group for executive and director compensation market comparisons; •Returned to a single, annual goal setting process for MIP awards; •Annually reevaluated performance metrics under our incentive compensation plans for proper design to incent towards long-term Company value creation; •Amended the MIP to adopt payout tables increasing clarity for participants and removing payout discretion; •Added relative total shareowner return as a component of our LTIP program; •Added an individual payout cap to the MIP; •Provided additional disclosures around the performance measures used for the MIP and LTIP plans; •Adopted a mandatory incentive compensation clawback policy applicable to executive officers; •Eliminated single-trigger equity vesting following a change in control; and •Enhanced the competitiveness of our annual MIP. |
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| | 15 |
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Political Engagement
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| Overview |
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Responsible participation in the political process is important to our success and the protection and creation of shareowner value. We participate in this process in accordance with good corporate governance practices. Our Political Engagement Policy (the “policy”) is summarized below and is available at www.investors.ups.com. In addition, as a component of our ongoing governance evaluation process, we expanded our reporting around lobbying and trade association memberships. •The Nominating and Corporate Governance Committee oversees the policy; •Corporate political contributions are restricted; •We publish semi-annual political engagement reports, described below; and •Eligible employees can make political contributions through a Company-sponsored political action committee (“UPSPAC”). UPSPAC is organized and operated on a voluntary, nonpartisan basis and is registered with the Federal Election Commission.
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| Oversight and Processes |
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Political contributions are made in a legal, ethical and transparent manner that best represents the interests of our stakeholders. Political and lobbying activities require prior approval of the UPS Public Affairs department and are subject to review (and in some cases prior approval) by the Nominating and Corporate Governance Committee. Senior management works with the Public Affairs department on furthering our business objectives and protecting and enhancing shareowner value. The CLO reviews political and lobbying activities and regularly reports to the board and the Nominating and Corporate Governance Committee on these activities.
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| Lobbying and Trade Associations |
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The Public Affairs department coordinates the Company’s lobbying activities, including engagements with federal, state, and local governments. UPS is also a member of a variety of trade associations that engage in lobbying. Lobbying activities require prior approval of the Public Affairs department. The Nominating and Corporate Governance Committee regularly reviews UPS’s participation in trade associations that engage in lobbying to determine if our involvement is consistent with UPS business objectives and whether participation exposes the Company to excessive risk. Lobbying activities are governed by comprehensive policies and practices designed to facilitate compliance with laws and regulations, including those relating to the lobbying of government officials, the duty to track and report lobbying activities, and the obligation to treat lobbying costs and expenses as nondeductible for tax purposes.
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| Political Activity Transparency |
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We publish semi-annual political engagement reports, which are reviewed and approved by the Nominating and Corporate Governance Committee. The reports provide: •Amounts and recipients of any federal and state Company political contributions in the U.S. (if any such expenditures are made); •The names of trade associations that receive $50,000 or more and that use a portion of the payment for political contributions; and •The names of trade associations, or other organizations that draft model legislation, that received $25,000 or more in membership dues from UPS in a given year, and the percentage of dues used for lobbying purposes.
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| 16 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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Our most recent report is available on our investor relations website at www.investors.ups.com. We also publicly file a federal Lobbying Disclosure Act Report each quarter, providing information on activities associated with influencing legislation through communications with any member or employee of a legislative body, or with any covered executive branch official. This report discloses expenditures for the quarter, describes the specific pieces of legislation that were the topic of communications, and identifies the individuals who lobbied on behalf of UPS. We file similar publicly available periodic reports with state agencies reflecting state lobbying activities. Sustainability We are a global package delivery and logistics provider. We offer a broad range of industry-leading products and services through our extensive global presence, serving over 200 countries and territories. Our services include transportation and delivery through our integrated air and ground network, distribution, contract logistics, ocean freight, airfreight, customs brokerage and insurance. In 2024, we delivered an average of 22.4 million packages per day, totaling 5.7 billion packages during the year. Total revenue in 2024 was $91.1 billion. The board considers key economic, environmental and social sustainability risks and opportunities as part of its involvement in and oversight of UPS’s strategic planning. The board also regularly reviews the effectiveness of our risk management and due diligence processes related to material sustainability topics. In executing its responsibilities, the board has delegated oversight of environmental sustainability matters to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee monitors the development, implementation, and progress of the Company’s environmental sustainability goals and regularly reports on those matters to the board. Authority for day-to-day management of sustainability matters has been delegated to management. Our Chief Sustainability Officer regularly reports to the Company’s CEO and the Nominating and Corporate Governance Committee regarding sustainability strategies, priorities, goals and performance. In addition, the board is regularly briefed on issues of concern for customers, unions, employees, retirees, investors, governmental entities and other stakeholders. For additional information on board risk oversight, see page 14. Each year we publish corporate sustainability reports showcasing the goals, recent achievements and challenges of our commitment to balancing the economic, environmental and social aspects of our business. In response to stakeholder interest, we have accelerated the timing of these reports to provide stakeholders with more current information in advance of our Annual Meeting. These reports are available at https://investors.ups.com/sustainability. Our ability to meet our goals will depend in part on significant technological advancements with respect to the development and availability of reliable, affordable and sustainable alternative solutions that are outside of our control, including sustainable aviation fuel and alternative fuel vehicles. While we remain committed to being responsive to the effects of climate change and reducing our carbon footprint, there can be no guarantees or assurances that our goals and strategic plans to achieve those goals will be successful. Human Capital Management Our success is dependent upon our people, working together with a shared purpose. As we seek to capture new opportunities and pursue growth, we are focused on maintaining the culture we have cultivated over our nearly 118-year history and incorporating the new perspectives we need to take the business into the future. To assist with employee recruitment and retention, we continue to review the competitiveness of our employee value proposition, including benefits and pay, training, talent development and advancement opportunities. We have approximately 490,000 employees (excluding temporary seasonal employees), of which 406,000 are in the U.S. and 84,000 are located internationally. Our global workforce includes approximately 78,000 management employees (38% of whom are part-time) and 412,000 hourly employees (50% of whom are part-time). More than 75% of our U.S. employees are represented by unions, primarily those employees handling or transporting packages. Many of these employees are employed under a national master agreement and various supplemental agreements with local unions affiliated with the International Brotherhood of Teamsters (”Teamsters”). Our national master agreement with the Teamsters expires July 31, 2028. In addition, approximately 3,300 of our pilots are represented by the Independent Pilots Association (“IPA”). Our agreement with the IPA becomes amendable September 1, 2025. We bargain in good faith with the unions that represent our employees. We frequently engage union leaders at the national level and at local chapters throughout the U.S. We participate in works councils and associations outside the U.S., which allows us to respond to emerging issues abroad. This work helps our operations to build and maintain productive relationships with our employees.
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| | 17 |
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| Oversight and Management |
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Our board, directly and through the Compensation and Human Capital Committee, is responsible for oversight of human capital matters. Effective oversight is accomplished through a variety of methods and processes including regular updates and discussions around human capital transformation efforts, technology initiatives impacting the workforce, health and safety matters, employee survey results related to culture and other matters, hiring and retention, employee demographics, labor relations and contract negotiations, compensation and benefits, succession planning and employee training initiatives. In addition, the Compensation and Human Capital Committee charter includes oversight responsibility for performance and talent management, workforce representation, work culture and employee development and retention. We believe the board’s oversight of these matters helps identify and mitigate exposure to labor and human capital management risks, and is part of the broader framework that guides how we attract, retain and develop a workforce that aligns with our values and strategies.
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| Total Rewards |
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We offer competitive compensation and benefits. In addition, our long history of employee stock ownership aligns the interests of our management team with shareowners. In the U.S., benefits available to our non-union employees include: comprehensive health insurance coverage; life insurance; short- and long-term disability coverage; paid caregiver leave; child/elder care spending accounts; work-life balance programs; an employee assistance program; and a discounted employee stock purchase plan. We invest in our people by offering a range of other benefits, such as paid time off, retirement plans, and education assistance. In the U.S., these other benefits are generally provided to non-union employees without regard to full-time or part-time status.
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| Employee Health and Safety |
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We seek to provide industry-leading employee health, safety and wellness programs across our workforce. UPS's Comprehensive Health and Safety Program ("CHSP") is an occupational health and safety system tailored to our varied operational environments. Our CHSP covers a wide array of roles, from package handling to administration, and spans geographical boundaries to include sorting facilities, mobile logistics, administrative offices, and other locations worldwide. UPS conducts audits to assess specific risks and hazards, including equipment safety, workplace environment, and emergency response protocols. We monitor our safety performance through various measurable targets, including recoverable injury frequency, lost time frequency and the number of recorded auto accidents. Majority Voting and Director Resignation Policy Our Bylaws provide for majority voting in uncontested director elections. The number of votes cast for a nominee must exceed the number of votes cast against that person. Any incumbent director who does not receive a majority of the votes cast must offer to resign from the board. In such an event, the Nominating and Corporate Governance Committee will recommend to the board whether to accept or reject the director’s offer to resign after considering all relevant factors. The board will act on the recommendation within 90 days following certification of the election results after considering all relevant information. Any director who offers to resign must recuse himself or herself from the board vote, unless the number of independent directors who were successful incumbents is fewer than three. The board will promptly disclose its decision regarding any director’s offer to resign, including its reasoning. If the board determines to accept a director’s offer to resign, the Nominating and Corporate Governance Committee will recommend whether and when to fill such vacancy or reduce the size of the board.
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| 18 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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Board Meetings and Attendance The board held six meetings during 2024. Also during 2024, the Audit Committee met 11 times, the Compensation and Human Capital Committee met five times, the Nominating and Corporate Governance Committee met four times and the Risk Committee met four times (including a joint meeting with the Audit Committee). Prior to meetings, the Board Chair and the committee chairs work with management to determine and prepare agendas for the meetings. Board meetings generally occur over two days. Board committees meet on the first day, followed by the beginning of the board meeting. The second day typically consists of reports from each committee chair to the full board, additional presentations by internal business leaders or others with expertise in various subject matters, and an executive session consisting of only independent board members. All directors attended at least 75% of the total number of board and any committee meetings of which he or she was a member in 2024. Our directors are expected to attend each annual shareowner meeting, and all individuals who were then members of the board attended the 2024 Annual Meeting. The independent directors met in executive session at all regular board meetings held in 2024. Code of Business Conduct We are committed to conducting our business in accordance with the highest ethical principles. Our Code of Business Conduct is applicable to anyone who represents UPS, including our directors, executive officers and all other employees and agents of UPS. A copy of our Code of Business Conduct is available on our investor relations website at www.investors.ups.com. Conflicts of Interest and Related Person Transactions Our Audit Committee is responsible for overseeing our Code of Business Conduct, which includes policies regarding conflicts of interest. The Code requires employees and directors to avoid conflicts of interest, defined as situations where the person’s private interests conflict, or may appear to conflict, with the interests of UPS. We maintain a written related person transactions policy that applies to any transaction or series of transactions in which: (1) the Company or any of its subsidiaries is a participant; (2) any “related person” (executive officer, director, greater than 5% beneficial owner of the Company’s common stock, or an immediate family member of any of the foregoing) has or will have a material direct or indirect interest; and (3) the aggregate amount involved since the beginning of the Company’s last completed fiscal year will exceed or may reasonably be expected to exceed $100,000. The policy provides that related person transactions that may arise during the year are subject to the Audit Committee’s reasonable prior approval. If advance approval of a related person transaction is not possible, then the transaction will be considered and, if deemed appropriate, ratified no later than the Audit Committee’s next regularly scheduled meeting. In determining whether to approve or ratify a transaction, the Audit Committee will consider, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstance, the extent of the related person’s interest in the transaction, whether the transaction would impair independence of a non-employee director and whether there is a business reason for UPS to enter into the transaction. A copy of the policy is available on our investor relations website at www.investors.ups.com. The Company did not engage in any related person transactions since January 1, 2024 that require disclosure in this Proxy Statement or under the Company’s policy. At least annually, each director and executive officer completes a questionnaire in which they are required to disclose any business relationships that may give rise to a conflict of interest, including transactions in which UPS is involved and where an executive officer, a director or a related person has a direct or indirect material interest. We also review the Company’s financial systems and any related person transactions to identify potential conflicts of interest. We have immaterial ordinary course of business transactions and relationships with companies with which our directors are associated. These transactions and relationships were entered into on terms that are both reasonable and competitive. Additional transactions and relationships of this nature may be expected to take place in the ordinary course of business in the future.
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Transactions in Company Stock We prohibit our executive officers and directors from hedging or pledging their ownership in UPS stock. Specifically, they are prohibited from purchasing or selling derivative securities relating to UPS stock and from purchasing financial instruments that are designed to hedge or offset any decrease in the market value of UPS securities. Furthermore, our employees, officers and directors are prohibited from engaging in short sales of UPS stock. Corporate Governance Guidelines and Committee Charters Our Corporate Governance Guidelines and the charters for each of the board’s committees are available on our investor relations website at www.investors.ups.com. Each committee reviews its charter annually. In addition, the Nominating and Corporate Governance Committee reviews our Corporate Governance Guidelines annually and recommends any changes to the board for approval. When amending our committee charters or Corporate Governance Guidelines, we consider current governance trends and best practices, changes in regulatory requirements, advice from outside sources and input from stakeholders. Communicating with the Board of Directors Shareowners and other interested parties may communicate directly with the board, with the non-management directors as a group, or with any specific director, by writing to the UPS Corporate Secretary, 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328. Please specify to whom your letter should be directed. After review by the Corporate Secretary, appropriate communications will be forwarded to the addressee. Advertisements, solicitations for business, requests for employment, requests for contributions, matters that may be better addressed by management or other inappropriate materials will not be forwarded. Insider Trading Policy We have adopted policies and procedures governing the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees. These procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and New York Stock Exchange listing standards. A copy of our Insider Trading Policy has been filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024, and is available on our investor relations website at www.investors.ups.com.
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| 20 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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| Our Board of Directors |
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Proposal 1 — Director Elections
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| What am I voting on? Election of each of the 12 named director nominees to hold office until the 2026 Annual Meeting and until their respective successors are elected and qualified. Board’s Recommendation: Vote FOR the election of each nominee. Vote Required: A director will be elected if the number of votes cast for that director exceeds the number of votes cast against that director. |
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The board has nominated the individuals named below for election as directors at the Annual Meeting. Michael Burns, who has served as a director since 2005, is not nominated for re-election at the Annual Meeting. Effective as of the Annual Meeting, the size of the board will be reduced to 12 directors. We thank Mike for his service and his significant contributions to UPS over the last 20 years. All nominees, other than Kevin Clark, were elected by shareowners at our last Annual Meeting. Kevin was identified as a potential director candidate by a third-party search and recruitment consultant. If elected, all nominees are expected to serve until the next Annual Meeting and until their respective successors are elected and qualified. If any nominee is unable to serve as a director, the board may reduce the number of directors that serve on the board or choose a substitute nominee. Any nominee who is currently a director, and for whom more votes are cast against than are cast for, must offer to resign from the board. As a group, our director nominees, all of whom are currently directors, effectively oversee and constructively challenge management’s performance in the execution of our strategy. Our directors’ broad professional skills and experiences contribute to a wide range of perspectives in the boardroom. The Nominating and Corporate Governance Committee regularly assesses the skills and experience necessary for our board to function effectively and considers where additional expertise may be needed. Diversity with respect to skills, experience, perspectives, backgrounds and other factors is a key consideration when identifying and recommending director nominees. While we do not have a formal policy on board diversity, our Corporate Governance Guidelines emphasize diversity of skills, experience, perspectives and backgrounds, and the Nominating and Corporate Governance Committee considers such diversity in recruitment and nominations of director candidates. Our Corporate Governance Guidelines provide that an individual should not be eligible for nomination or election as a director of the Company after he or she reaches the age of 75 (the “retirement age requirement”). For the reasons described under “Board Leadership Structure” above, the board (other than Bill) determined it was in the best interests of the Company and its shareowners to grant Bill an additional one-year waiver from the retirement age requirement. Biographical information about the director nominees appears below, including information about the experience, qualifications, attributes, and skills considered by our Nominating and Corporate Governance Committee and board in determining that the nominee should serve as a director. For additional information about how we identify and evaluate nominees for director, see page 10.
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Director Nominee Skills and Experience
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| 92% Independent | 8.4 years Average tenure |
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| Skills and Experience / Attributes | | | | | | | | | | | | | | CEO | | | l | l | l | l | l | | | | l | | | CFO | | l | l | | | | | | | | l | | | Consumer / Retail | | l | | | | | l | l | l | | l | | | Digital Technology | l | | | | | l | | | l | | l | | | Geopolitical Risk | | | | | | | l | l | | | | l | | Global / International | | | l | l | l | | l | l | l | l | | l | | Healthcare | | l | l | l | l | | | | | | | | | Human Capital Management | | | | l | l | l | l | | | l | l | | | Operational | l | | l | l | l | l | l | l | l | l | | | | Risk / Compliance / Government | l | l | | l | l | | | | | l | l | l | | Sales / Marketing | | | | | l | l | l | l | l | l | | | | Small and Medium- Sized Businesses | | l | | l | l | l | l | | | l | | | | Supply Chain Management | l | | l | l | l | | l | l | l | | | | | Technology / Technology Strategy | l | | l | l | | l | | | | l | | | | Other Public Company Board Service | l | | l | l | | l | l | l | l | | l | l |
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| 22 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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Director Nominee Biographical Information
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| | Reasons for Nomination Rod brings deep expertise in technologies, business operations and supply chain management to the Board. He previously led corporate strategy and systems and technology groups at IBM, where he guided that company through continuous transformation and developed strategies for leadership in evolving computing capabilities, new markets and new client segments, delivering significant shareholder value. Inducted into the National Academy of Engineering, he was recognized by the National Society of Black Engineers for Lifetime Achievement in Industry. Select Skills and Experiences •Operational: Rod led global teams and managed a multi billion-dollar product development and manufacturing business division at IBM, overseeing the highly complex product lifecycle from concept and testing to commercialization. He drove efficient supply chain management, built high-performing teams and delivered high-quality products across global markets. •Risk / Compliance / Government: Throughout his 30-year career at IBM, Rod was responsible for overseeing the integration of regulatory compliance and risk management into new product and service offerings development, facilitating robust intellectual property protection, adherence to export controls, consumer safety and the ethical use of emerging technologies. •Technology / Technology Strategy: Rod oversaw the creation of a wide portfolio of industry-transforming personal computing products, including the launch of mobile computing technologies and other products. He also led IBM’s POWER business and delivered market leadership for UNIX, pioneering what became IBM’s portfolio of IoT solutions. | Professional Highlights 3RAM Group LLC, a capital investment, business consulting and property management services •President (since 2015) International Business Machines (IBM), a global technology products and services company •SVP, Corporate Strategy (2013-2014), Systems and Technology Group (2009-2013), Development & Manufacturing (2007-2009) •VP, Development, IBM Systems and Technology Group (2003-2007) •Several operational and executive roles spanning strategy, technology, systems and supply chain (1981-2003) Education •B.A., Physics, Rollins College •B.S. and M.S., Electrical Engineering, Georgia Institute of Technology | | Rodney Adkins Independent Director Director Since: 2013 Age: 66 Board Committees •Risk (Chair) •Compensation and Human Capital •Executive Public Board Directorships •Avnet, Inc. (since 2015) •PayPal Holdings, Inc. (since 2017) •W.W. Grainger, Inc. (since 2014) | | |
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| | Reasons for Nomination Eva brings extensive corporate finance experience to the Board, gained throughout her career as CFO at multiple public companies, including in the healthcare and retail sectors, with complex operations and large workforce. She has deep knowledge of financial reporting and accounting standards, organic and inorganic growth strategies and digital transformation. Her strong track record of creating shareholder value and building strong partnerships enhances the Board’s oversight of growth initiatives, compliance and financial risk management. Select Skills and Experiences •Financial Expertise: Eva has over three decades of experience in corporate finance roles, overseeing all aspects of corporate financial strategy and operations, including financial reporting, investor relations, capital strategies and procurement. While at CVS, she led the integration of the finance function following the acquisition of Aetna in 2018, unlocking synergies and positioning the company to realize growth. •Healthcare: At CVS, Eva was critical to the development of that company’s growth plan, including investment in digital transformation. Her deep understanding of the healthcare sector enabled her to successfully lead that company through the COVID-19 pandemic, mitigating economic impact on operations and funding CVS Health’s capabilities to reaffirm its leadership role in testing and vaccines, while delivering on pre-established commitments and new business opportunities. •Risk / Compliance / Governance: Throughout her career, Eva has played an instrumental role at leading public companies, overseeing operational and financial risk management, as well as compliance with tax and industry regulations. She has led the implementation of risk mitigation strategies to address both short-and long-term challenges, along with the adoption of robust internal controls and compliance frameworks. | Professional Highlights Bath & Body Works, Inc., a global personal care and home fragrance retailer •CFO (since 2023) Opentrons Labworks, Inc., a life sciences company •CFO (2022-2023) CVS Health Corporation, a diversified health services company •EVP and CFO (2018-2021) •EVP, Controller and Chief Accounting Officer (2013-2018) •SVP and CFO, Pharmacy Services Segment (Caremark) (2010-2013) Merck & Co., a global science and technology company •VP U.S. Market Finance Leader (2009-2010) •VP Investor Relations (2008-2009) •Global Pharmaceuticals VP & Controller (2006-2008) •Additional roles of increasing responsibility (1990-2006) Education •B.S., Accounting and Economics, Rutgers University •MBA, Drexel University | | Eva Boratto Independent Director Director Since: 2020 Age: 58 Board Committees •Audit (Chair) | | |
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| 24 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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| | Reasons for Nomination Kevin is a highly accomplished leader of complex, global organizations with a record of driving shareholder value through operating excellence, transformative change, and innovation aligned with dynamic landscapes and customers’ critical needs. Under his guidance, Aptiv evolved from an automotive components supplier into a premier full-systems solutions partner serving automotive, commercial vehicle, aerospace and defense, telecommunications and industrial markets around the world. Select Skills and Experiences •Technology / Technology Strategy: As CEO of Aptiv, Kevin led its transformation into a global technology company focused on advancing the future of mobility and positioned to capitalize on key megatrends, including electrification, digitization, artificial intelligence and automation. In addition, as CFO of Fisher Scientific, he guided the creation of a complete portfolio of products, services and solutions for health science research, discovery and diagnostics organizations worldwide. •CFO / Finance: Kevin is an experienced operationally-focused finance executive with expertise in the industrial and healthcare sectors and a track record of driving profitable growth through disciplined risk management, operating efficiency and cost rationalization initiatives, as well as capital allocation strategies that include organic investments and M&A. His various CFO leadership has included overseeing two IPOs and multiple M&A transactions, including the completion of a $10 billion merger. •Supply Chain Management: In his executive roles, Kevin has developed manufacturing and distribution effectiveness and efficiency plans for global enterprises serving more than 150 countries across six continents. His track record includes navigating supply chain disruptions caused by the COVID-19 pandemic and mitigating other macroeconomic and geopolitical risks. At Delphi and Aptiv, he transformed the manufacturing footprint through modernization and automation, enhancing operational resiliency and unlocking efficiencies. | Professional Highlights Aptiv PLC, a global full-system architecture and software solutions provider •Chairman and CEO (since 2022) •President and CEO (2017-2022) Delphi Automotive, global supplier of technologies for the automotive and commercial vehicle markets (Aptiv predecessor) •President and CEO (2015-2017) •EVP and COO (2014-2015) •EVP and CFO (2010-2014) Liberty Lane Partners, a private equity investment firm •Founding Partner (2007-2010) Fisher Scientific International, Inc., a global manufacturer and distributor of products and solutions for scientific research and healthcare related companies •VP and CFO (2001-2006) Education •B.S., Finance Administration, Michigan State University •MBA, Michigan State University | | Kevin Clark Independent Director Director Since: 2025 Age: 62 Board Committees •Audit(1) Public Board Directorships •Aptiv (since 2015) | | | | (1)If elected, Kevin will join the Audit Committee following the Annual Meeting. | | |
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| | Reasons for Nomination Wayne brings extensive experience in global operations, finance, capital markets and packaging solutions, acquired through his senior executive leadership roles across the U.S., Europe, Latin America and the Asia-Pacific region. He has a proven track record of executing company-wide initiatives across large organizations, negotiating M&A transactions, developing proprietary products, optimizing supply chains and applying emerging technologies to introduce new products and services. Select Skills and Experiences •Small and Medium-Sized Businesses: Wayne’s corporate leadership experience across a range of small-, mid- and large-cap companies, along with his current work with the Permira executive team to drive growth and long-term value creation across the fund’s portfolio companies, provides him with deep insights into the expectations of a broad range of customers. •Supply Chain Management: Among his various roles at GE, Wayne oversaw supply chain and operations. He launched and led the company-wide Operations Council, which served as GE’s center of excellence for supply chain optimization, delivering enhancements for on-time delivery, quality and environment, health and safety. •Technology / Technology Strategy: While at GE, Wayne shifted the products portfolio to better serve differentiated customer needs, increasing profit and driving growth in emerging markets. At Lytx, he has successfully overseen the introduction capabilities that have enhanced that company’s customer solutions through advanced technologies. | Professional Highlights Permira, a global private equity firm •Senior Advisor (since 2018) Klöckner Pentaplast Group, a packaging supplier •CEO and Board Member (2015-2017) Platform Specialty Products Corporation, a global producer of high technology specialty chemical products •President and Board Member (2015) Arysta LifeScience Corporation, a crop protection and life science company •President, CEO and Board Member (2010-2015) General Electric Company (“GE”), a global industrial company •VP, Supply Chain and Operations (2007-2010) •President and CEO, GE Advanced Materials (2005-2006), GE Silicones (2003-2005) •President, GE Plastics Pacific (2001-2003) •President and CEO, GE Toshiba Silicones (2000-2001) •Additional roles of increasing responsibilities (1986-2000) Education •B.S., Industrial Engineering •MBA, Stanford University | | Wayne Hewett Independent Director Director Since: 2020 Age: 60 Board Committees •Audit Public Board Directorships •Home Depot, Inc. (since 2014) •Wells Fargo & Company (since 2019) Other Notable Affiliations •Hexion Chemicals (Lead Director since 2023) •Cambrex Corporation (Non-Executive Chairman since 2020) •Lytx, Inc. (Board Member 2021-2025) •Quotient Sciences (Non-Executive Chairman since 2023) •DiversiTech Corporation (Non-Executive Chairman 2018-2021) | | |
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| 26 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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| | Reasons for Nomination Angela is an experienced senior executive in the healthcare sector, with nearly three decades of experience managing complex businesses with a focus on research and development, commercial sales, supply chain and distribution logistics. She brings deep expertise in navigating M&A, post-acquisition integrations and leading operations in domestic, international and emerging markets. Angela’s experience provides critical contributions to board oversight of our global business operations and deepens the understanding of the evolving expectations of our healthcare clients. Further, her multiple roles in leading business and commercial operations, including oversight of business financials, brings an important lens to the board and the Audit Committee. Select Skills and Experiences •Global / International: As Chief Commercial Officer for a global biopharmaceuticals business at Pfizer, Angela led operations across 185 countries, with oversight responsibilities for the distribution of over 600 medicines that reached more than 1.3 billion people globally. In this role, she built and expanded collaborations with health insurers, governments, policymakers, and global health stakeholders to advance medicines accessibility. •Healthcare: Angela played a critical role in the launch of the first COVID-19 vaccine and the first oral antiviral treatment a year later, securing rapid expansion of temperature-sensitive and time-critical distribution logistics. Through her extensive experience working across different segments of the healthcare industry, including biotechnology, she developed deep insights into fast-paced pharmaceutical innovation, enhancing the board’s oversight of our complex healthcare logistics services globally. •Sales / Marketing: In her role as Chief Commercial Officer at Pfizer, she led global sales and marketing teams, overseeing marketing strategies and building multiple partnerships to grow and expand product portfolio. | Professional Highlights Flagship Pioneering, a bioplatform innovation company •CEO-Partner (since 2025) •CEO, Metaphore Biotechnologies (Flagship-founded biotechnology company) (since 2025) Pfizer, Inc., a multinational pharmaceutical and biotechnology company •Chief Commercial Officer, President, Global Biopharmaceuticals Business (2019-2023) •Group President, Essential Health (2018) •Global President, Inflammation and Immunology (2015-2017) •Regional President, Vaccines US (2014-2015) •VP, Primary Care, Emerging Markets (2011-2013) •VP, Established Products US (2008-2011) •Additional roles of increasing responsibility (1997-2008) Education •B.S., Microbiology, University of Cape Town •MBA, Cornell University, Johnson School of Management | | Angela Hwang Independent Director Director Since: 2020 Age: 59 Board Committees •Audit Other Notable Affiliations •Connecticut Innovations (Board Member) •Cornell Johnson School of Management Advisory Council | | |
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| | Reasons for Nomination Kate is a highly skilled executive with significant digital and technology insight garnered through her accomplished career in the sector. She has a proven track record of driving business efficiency and digital transformation success at some of the world’s top Fortune 100 technology companies, both domestically and globally, serving business and mass-market customers. The board benefits from her strong commercial orientation, strategic experience and technical acumen. Select Skills and Experiences •Digital Technology: As the President and CEO of Lumen Technologies, Kate leads that company’s integration of network assets, cloud connectivity, security solutions and voice and collaboration tools that enable customers to manage secure, on-demand connections from a single platform. •Technology / Technology Strategy: At Microsoft, Kate was responsible for the growth of the company’s U.S. solutions, services and support revenues, advising both public and private sector clients on their technology strategies and implementation. She focused on driving transformation in Microsoft’s largest sales subsidiary where she led a 10,000-person field organization. •Sales / Marketing: Kate sat on the Global Sales and Marketing leadership team at Microsoft and improved commercial intensity in the U.S. subsidiary to drive record-setting cloud revenue growth and customer adoption. At GE, Kate was responsible for building commercial capability for Enterprise Solutions, Intelligent Platforms and GE Digital. | Professional Highlights Lumen Technologies, a global technology and communications company •President and CEO (since 2022) Microsoft Corporation, a multinational technology company •President, Microsoft U.S. (2017-2021) General Electric Company, a global industrial company •EVP and Chief Commercial Officer, GE Digital (2016-2017) •CEO, GE Intelligent Platforms Software (2015-2016) •VP and Chief Commercial Officer (2013-2015) Oracle, a leading database management company •SVP, North America Technology and Government Consulting (2007-2013) Education •B.S. Electrical Engineering, Lehigh University •MBA Finance, University of Pennsylvania Wharton School | | Kate Johnson Independent Director Director Since: 2020 Age: 57 Board Committees •Nominating and Corporate Governance •Risk Public Board Directorships •Lumen Technologies (since 2022) | | |
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| 28 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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| | Reasons for Nomination Bill brings over 30 years of executive leadership experience, along with expertise in complex global business operations and logistics, investment and risk management strategies and labor relations. His track record of successfully leading brand development and deep insights into the retail and consumer industries provide invaluable contributions to the board’s oversight of our strategy and risk management. Building on his extensive public company board experience, Bill has held several leadership roles on our board, developing a deep understanding of our strategy, culture, and operations to support informed decision-making and organizational resilience. His experience in leading boards has been invaluable. Select Skills and Experiences •Consumer / Retail: Through his career-long experience at Heinz, including 15 years as President and CEO, Bill played a pivotal role in that company’s growth and transformation, strengthening its market position through strategic acquisitions and restructuring its global brand portfolio. Under his leadership, the company achieved significant sales growth across six continents. •Global / International: Bill led multiple international divisions of Heinz, including operations in the Asia-Pacific, spanning Australia, New Zealand, China, Thailand and South Korea. He oversaw several international strategic acquisitions, significantly expanding that company’s global presence and driving international revenue growth. •Human Capital Management: While overseeing global operations at Heinz, Bill executed talent strategies that supported that company’s international expansion, fostered a high-performance culture, built a diverse global talent pipeline, enhanced retention strategies and effectively managed labor relations. He was also instrumental in establishing and building Sovos Brands into a high growth CPG company. | Professional Highlights Advent International Corporation, a global private equity firm •Operating Partner, Global Retail and Consumer (since 2014) Trian Fund Management, L.P., an investment management firm •Advisory Partner (2015-2017) H.J. Heinz Company, a global foods manufacturer •President and CEO (1998-2013) and Chairman (2000-2013) •President and COO (1996-1998) •SVP, Asia-Pacific Operations (1993–1996) •Additional roles of increasing responsibility (1982-1993) Additional management roles with progressive scope of responsibilities: Drackett (a specialty consumer household products company), Ralston Purina (an animal and pet food, consumer products holding company) and Anderson-Clayton (a commodities trading company) Education •B.S., University of California, Los Angeles •MBA, University of Texas at Austin | | William Johnson Independent Board Chair Director Since: 2009 Age: 76 Board Committees •Nominating and Corporate Governance (Chair) •Executive Public Board Directorships •Sovos Brands, Inc. (2017-2024) •PepsiCo, Inc. (2015-2020) | | |
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| | Reasons for Nomination Franck is a highly accomplished executive with a successful track record of managing complex supply chains and enabling efficient operations that supported the growth and profitability of multinational business operations. He has extensive experience navigating global markets and developing strategic initiatives that enhance market positioning and customer engagement. Franck contributes a deep understanding of the evolving global landscape and shifting consumer preferences to support our board’s discussions related to international operations and risk management. Select Skills and Experiences •Consumer / Retail: Through his career-long tenure at Colgate, Franck successfully led operations and marketing, product innovation, talent, M&A and global brand management. He addressed customers’ needs through the acquisitions of several premium brands that are among Colgate’s most successful today. •Global / International: Franck led Colgate’s operations in Asia, the South Pacific and Latin America. As COO of Emerging Markets, he led fast-growing international businesses, oversaw strategic acquisitions in Europe and other emerging markets and expanded that company’s geographic footprint. •Supply Chain Management: During his time as President, Global Marketing, R&D and Supply Chain at Colgate, Franck was responsible for that company’s global supply chain and production capabilities, overseeing a large workforce of employees across a significant number of international factories, optimizing efficiency and creating flexibility to serve local market requirements. | Professional Highlights Colgate-Palmolive Company, a global consumer products company •Vice Chairman (2016-2018) •COO, Emerging Markets (2010-2016) •President, Global Marketing, R&D and Supply Chain (2007-2010) •President, Western Europe, Central Europe and South Pacific (2005-2007) •Additional management positions of increasing responsibility (1978-2005) Education •Master’s Degree, Marketing, EDHEC Business School •MBA, Stephen M. Ross School of Business, University of Michigan | | Franck Moison Independent Director Director Since: 2017 Age: 71 Board Committees •Nominating and Corporate Governance •Risk Public Board Directorships •VusionGroup SA (since 2020) •Hanesbrands Inc. (since 2015) Other Notable Affiliations •SomaLogic, Board Member (2019 - 2021) •EDHEC Business School (Paris, London, Singapore), Chairman of the International Advisory Board •McDonough School of Business, Georgetown University, International Board member | | |
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| 30 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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| | Reasons for Nomination As a recognized leader in the retail sector, Christiana brings deep experience in consumer marketing and distribution strategy, digital transformation and e-commerce, as well as a track record of successfully driving large-scale operational change in global labor-intensive organizations. Building on her extensive public company board experience, Christiana utilizes her over 35 years of retail and consumer industry experience to inform her vital contributions to the board’s oversight of our technology, marketing and distribution strategy and operations. Select Skills and Experiences •Consumer / Retail: During her time at Nike, Christiana played an instrumental role overseeing the expansion of the company’s direct-to-consumer business. Under her leadership, Nike direct-to-consumer global revenues increased significantly. Christiana also brings extensive retail experience from her time at McKinsey, where she helped to create and extend the firm’s proprietary knowledge in merchandising, omnichannel and e-commerce, global strategy and lean store operations. •Digital Technology: In her various leadership roles at Nike, Christiana oversaw integrated global e-commerce strategy and led the accelerated growth of Nike’s digital commerce and customer engagement capabilities. Now, as the Founder and Principal of Lovejoy Advisors, LLC, she focuses on advising consumer and retail businesses on digital transformations. •Operational: Christiana is an experienced operator of large multichannel retail organizations, providing strong supply chain and cost management expertise in the global consumer industry. During her nearly 25 years at McKinsey, she worked across developed and emerging markets providing global leadership, expertise and strategic vision to senior executives of consumer companies, including designing and leading transformation programs, developing cross-channel marketing and merchandising programs and driving successful market entry and expansion strategies. | Professional Highlights Lovejoy Advisors, LLC, an advisory services firm that assists clients with digitally transforming consumer and retail businesses •Founder and Principal (since 2016) Nike, Inc., a global designer, marketer and distributor of athletic apparel •President, Direct-to-Consumer (2013-2016) •Vice President and General Manager, Global Digital Commerce (2012-2013) •VP and COO, Global Direct-to-Consumer (2010-2012) McKinsey & Company, a global management consulting firm •Director and Senior Partner (2000-2010) •Additional management positions of increasing responsibility (1986-2000) Additional management roles of progressive scope of responsibilities: Merrill Lynch & Company (an American investment and wealth management company) Education •B.A., International Relations and Economics, Stanford University •MBA, Harvard Business School | | Christiana Smith Shi Independent Director Director Since: 2018 Age: 65 Board Committees •Compensation and Human Capital (Chair) •Risk Public Board Directorships •Columbia Sportswear Company (since 2022) •Williams Sonoma, Inc. (2017-2019) •Mondelez International, Inc. (2016-2023) | | |
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| | Reasons for Nomination Russell is a proven executive leader in operations, logistics, global supply chain management and labor relations. Through his long career in aerospace engineering and integrated systems manufacturing, he has established a successful track record of executing mission-critical strategies that deliver increased value to shareholders and enhance competitiveness. He brings extensive experience that contributes to the board oversight of effective transportation fleet management, sustainable operations and business transformation by moving complex business issues into focused, targeted actions for improvement. Select Skills and Experiences •Technology / Technology Strategy: In his current role as President and CEO of the Commercial Engines and Services division at GE Aerospace, Russell leads that company's strategy on technology, solutions and services across the energy value chain, from the point of generation to consumption. Throughout his time at GE, Russell has gained valuable experience working on engineering and integration of innovative sustainable energy solutions, which contributes valuable insights to the board oversight of our fleet electrification and energy transition strategy. •Operational: During his tenure at GE, Russell has overseen operations as President and CEO of five GE businesses, including Aviation Services, Power, Energy Connections and Transportation. Across his over 25-year career at GE, he has experience leading through market cycles and navigating multiple industries and business segments. •Sales / Marketing: Russell gained valuable experience in sales and marketing through various roles at GE. This includes serving as President and CEO of GE Aviation Services, where he was responsible for commercial growth, operating performance and customer experience across its global Overhaul and Repair footprint. | Professional Highlights GE Aerospace, a global aerospace propulsion, services, and systems leader •President and CEO, Commercial Engines and Services (Since 2022) General Electric Company, a multinational conglomerate with aerospace, energy, healthcare, and finance divisions •President and CEO, GE Aviation Services (2020-2022) •President and CEO, GE Power Portfolio (2019-2020), GE Power (2017-2019), GE Energy Connections (2015-2017), GE Transportation (2013-2015) •Additional management roles of increasing responsibility at GE Transportation and GE Aviation (1997-2013) Education •B.B.A., Finance, Cleveland State University | | Russell Stokes Independent Director Director Since: 2020 Age: 53 Board Committees •Compensation and Human Capital •Nominating and Corporate Governance Other Notable Affiliations •Metro Atlanta Chamber of Commerce Executive Committee •Atlanta Committee for Progress | | |
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| 32 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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| | Reasons for Nomination Carol is a recognized consumer and retail industry executive with a successful track record of managing labor-intensive, complex organizations, driving growth, developing talent and successfully executing strategic priorities. Building on her extensive public company board experience, Carol applies her deep institutional knowledge, financial expertise and broader industry insights, enhancing board discussions on critical priorities and evolving market risks. Select Skills and Experiences •Financial Expertise: Gained through her nearly two decades of senior leadership at Home Depot, where she served as that company’s CFO, Carol has in-depth knowledge of logistics, corporate finance, risk and compliance. She oversaw financial reporting, planning and analysis, internal audit, investor relations and tax, as well as strategy and business development, IT and cybersecurity. Under her leadership as CFO, Home Depot delivered a significant increase in shareholder value and sales grew substantially. •Human Capital Management: While overseeing global operations at UPS, Carol has spearheaded initiatives to improve employee experience and maintain a strong talent pipeline, including successfully managing complex labor union negotiations. •Consumer / Retail: During her career at Home Depot, Carol drove that company’s transformation into one of the world’s largest retailers, reinvigorating the consumer business, and growing B2B sector, despite a challenging macroenvironment during the financial recession and housing crisis. At UPS, she enhanced B2B segment profitability through automated technologies and enhanced distribution networks to improve delivery volumes. | Professional Highlights United Parcel Service •CEO (since 2020) The Home Depot, Inc., one of the world’s largest retailers •EVP and CFO (2001-2019) •SVP, Finance and Treasurer (1999-2001) •VP and Treasurer (1995-1999) Johns-Manville, Inc., a manufacturer of insulation and building products •Director of Banking (1992-1995) United Bank of Denver, now Wells Fargo & Company •Commercial Lender (1981-1992) Education •B.A., Communication, University of Wyoming •MBA, University of Denver | | Carol B. Tomé Chief Executive Officer and Director Director Since: 2003 Age: 68 Board Committees •Executive Public Board Directorships •Verizon Communications, Inc. (since 2021) •Cisco Systems, Inc. (2019-2020) Other Notable Affiliations •Atlanta Committee for Progress (Chair and Board Member) •Grady Memorial Hospital Corporation (Board Member) •Federal Reserve Bank of Atlanta (Board Member 2008 -2013, Board Chair 2010 - 2012) | | |
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| | Reasons for Nomination Kevin is a distinguished political advisor and economist, bringing a deep expertise in the global financial and business environment, as well as significant experience working in the private sector for a leading global investment bank. As a former central banker, presidential advisor and financial markets expert, he contributes to the board his extensive understanding of economic policies, public affairs and geopolitical dynamics. Select Skills and Experiences •Financial Expertise: As a member of the Federal Reserve’s board, Kevin focused on financial and economic developments and monetary policies. In this position, he played a significant role in navigating the global financial crisis in 2008. In his earlier career, he was a member of the Mergers & Acquisitions team at Morgan Stanley, developing strong expertise in financial analysis and strategic growth initiatives. •Risk / Compliance / Government: Kevin served as a special assistant to President George W. Bush for economic policy and as executive secretary at the National Economic Council. During his time at the White House, he advised the President and senior administration officials on issues related to the U.S. economy, capital markets, securities, banking, and insurance issues. •Geopolitical Risk: During Kevin’s time as a member of the Federal Reserve board, he served as the Fed’s representative to the Group of Twenty (G-20), consisting of the world’s largest 20 economies, and as the Fed’s emissary to the emerging and advanced economies in Asia. Additionally, Kevin is broadly recognized as an expert in global monetary policy and international financial markets, including in his current role as a Distinguished Visiting Fellow in Economics at the Hoover Institute. | Professional Highlights Stanford University •Shepard Family Distinguished Visiting Fellow in Economics at the Hoover Institution, a public policy think tank (since 2012) •Dean’s Visiting Scholar and lecturer at the Graduate School of Business (since 2011) Duquesne Family Office LLC, the investment firm of Stanley F. Druckenmiller •Advisor / Partner (since 2011) Federal Reserve Board of Governors •Member (2006-2011) The White House Administration of President George W. Bush •Special Assistant for Economic Policy and Executive Secretary of the National Economic Council (2002-2006) Morgan Stanley & Co., a leading global financial services firm •VP and Executive Director of Mergers and Acquisitions (1995-2002) Education •A.B., Public Policy, Stanford University •J.D., Harvard Law School | | Kevin M. Warsh Independent Director Director Since: 2012 Age: 54 Board Committees •Compensation and Human Capital •Nominating and Corporate Governance Public Board Directorships •Coupang, Inc. (since 2019) Other Notable Affiliations •Group of Thirty (G30) •Congressional Budget Office, Panel of Economic Advisers | | |
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| 34 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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Director Independence We believe independent directors encourage robust debate and constructively challenged opinions in the boardroom. Our Corporate Governance Guidelines include director independence standards consistent with the New York Stock Exchange (“NYSE”) listing standards. Our Corporate Governance Guidelines are available on the governance section of our investor relations website at www.investors.ups.com. The board has evaluated each director’s independence and considered whether there were any relevant relationships between UPS and each director, or any member of his or her immediate family. The board also examined whether there were any relationships between UPS and organizations where a director is or was a partner, principal shareowner or executive officer. Specifically, the board evaluated certain ordinary course business transactions and relationships between UPS and the organizations that currently or in the prior year employed Eva Boratto, Mike Burns, Kevin Clark, Wayne Hewett, Kate Johnson, Russell Stokes and Kevin Warsh, or their immediate family members, as an executive officer. The board also evaluated the ordinary course business transactions and relationships between UPS and any organizations where Rod Adkins, Wayne Hewett, Angela Hwang, Christiana Smith Shi and Kevin Warsh, or their immediate family members, were a partner or principal shareowner. In each case, no such transactions exceeded the thresholds in UPS’s Corporate Governance Guidelines. The board determined that none of these transactions or relationships were material to the Company, the individuals or the organizations with which they were associated. The board has determined that each current director, including all director nominees, other than our CEO, Carol Tomé, is independent. The board has also determined that all current and prospective members of the Audit Committee, Compensation and Human Capital Committee, Nominating and Corporate Governance Committee and Risk Committee are independent, and all current and prospective members of the Audit Committee and the Compensation and Human Capital Committee meet the additional independence criteria applicable to directors serving on these committees under New York Stock Exchange listing standards.
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| | 35 |
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Committees of the Board of Directors The board has four committees composed entirely of independent directors as defined by the NYSE and by our director independence standards. Information about each of these committees is provided below. The board also has an Executive Committee that may exercise all powers of the Board of Directors in the management of our business and affairs, except for those powers expressly reserved to the board under Delaware law or otherwise limited by the board. Carol Tomé is the Chair, and Rod Adkins and Bill Johnson also serve on the Executive Committee.
Highlights
| Audit Committee(1) | Compensation and Human Capital Committee(2) | Nominating and Corporate Governance Committee | Risk Committee | | Eva Boratto, Chair Michael Burns Wayne Hewett Angela Hwang | Christiana Smith Shi, Chair Rodney Adkins Russell Stokes Kevin Warsh | William Johnson, Chair Kate Johnson Franck Moison Russell Stokes Kevin Warsh | Rodney Adkins, Chair Kate Johnson Franck Moison Christiana Smith Shi | | Meetings in 2024: 11 | Meetings in 2024: 5 | Meetings in 2024: 4 | Meetings in 2024: 4 | | Primary Responsibilities | Primary Responsibilities | Primary Responsibilities | Primary Responsibilities | | •Assisting the board in discharging its responsibilities relating to our accounting, reporting and financial practices •Overseeing our accounting and financial reporting processes •Overseeing the integrity of our financial statements, our systems of disclosure controls and internal controls •Overseeing the performance of our internal audit function •Appointing and overseeing the performance of our independent accountants •Overseeing compliance with legal and regulatory requirements as well as our Code of Business Conduct •Discussing with management policies with respect to financial risk assessment | •Assisting the board in discharging its responsibilities with respect to compensation of our senior executive officers •Reviewing and approving corporate goals and objectives relevant to the compensation of our CEO •Evaluating the CEO’s performance •Overseeing the evaluation of risks associated with our compensation strategy and programs •Overseeing any outside consultants retained to advise the committee •Recommending to the board the compensation for non-management directors •Overseeing performance and talent management, workforce representation, work culture and employee development and retention | •Addressing succession planning •Assisting the board in identifying and screening qualified director candidates, including shareowner submitted candidates •Recommending candidates for election or reelection, or to fill vacancies, on the board •Aiding in attracting qualified candidates to serve on the board •Recommending corporate governance guidelines, including the structure, composition and functioning of the board and all board committees, the delegation of authority to subcommittees, board oversight of management actions and reporting duties of management •Overseeing relevant environmental sustainability matters and related risks | •Overseeing management’s identification and evaluation of enterprise risks •Overseeing and reviewing with management the Company’s risk governance framework •Overseeing risk identification, tolerance, assessment and management practices for strategic enterprise risks, including cybersecurity risks and cyber incident response •Reviewing approaches to risk assessment and mitigation strategies, in coordination with the board and other board committees •Communicating with the Audit Committee to enable it to perform its responsibilities with respect to oversight of risk assessment and risk management |
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(1)If elected, Kevin Clark will join the Audit Committee following the Annual Meeting. Mike Burns is not nominated for reelection at the Annual Meeting. All current and prospective members of the Audit Committee have been designated by the board as audit committee financial experts. Each current and prospective member of the Audit Committee meets the independence requirements of the NYSE and SEC rules applicable to audit committee members, and each is financially literate. (2)Each member of the Compensation and Human Capital Committee meets the NYSE’s independence requirements. In addition, each member is a non-employee director as defined in Rule 16b-3 under the Securities Exchange Act of 1934. None of the members is or was during 2024 an employee or former employee of UPS, and none had any direct or indirect material interest in or relationship with UPS outside of his or her position as a non-employee director. The Compensation and Human Capital Committee may delegate its responsibilities to subcommittees of one or more directors as it may deem appropriate. For information regarding the roles of our executive officers and the independent compensation consultant regarding the amount or form of executive and director compensation (as applicable), please see the Compensation Discussion and Analysis section and the Director Compensation section below in this Proxy Statement. Compensation Committee Interlocks and Insider Participation: None of our executive officers serves or served during 2024 as a member of a board of directors or compensation committee of any entity that has one or more executive officers who serve on our board or Compensation and Human Capital Committee.
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| 36 | | Notice of Annual Meeting of Shareowners and 2025 Proxy Statement |
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Director Compensation The Compensation and Human Capital Committee of the Board of Directors evaluates director compensation with the assistance of its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). For service in 2024, our non-employee directors each received a cash retainer of $120,000 and a restricted stock unit (“RSU”) award valued at $185,000. Equity compensation links director pay to the value of Company stock and aligns the interests of directors with long-term shareowners. Directors are also reimbursed for board related expenses. Our CEO does not receive any compensation for board service. To reflect the additional responsibilities and time commitment associated with various board leadership positions, our independent Board Chair received an additional cash retainer of $160,000 and an additional RSU award valued at $70,000. The chairs of the Compensation and Human Capital, Nominating and Corporate Governance and Risk Committees each received an additional cash retainer of $20,000, and the Chair of the Audit Committee received an additional cash retainer of $25,000. Cash retainers are paid on a quarterly basis. Non-employee directors may defer retainers by participating in the UPS Deferred Compensation Plan. The Company does not make any contributions to this plan and there are no preferential or above-market earnings on amounts invested in the plan. RSUs are fully vested on the date of grant and are required to be held by the director until he or she separates from the board, at which time the RSUs convert to shares of class A common stock. Dividends earned on shares underlying RSUs are deemed reinvested in additional units at each dividend payable date and are subject to the same terms as the original grant. This holding period requirement increases the strength of alignment of directors’ interests with those of our long-term shareowners. Following a review of Company peer group and broader industry practices, and to improve the competitiveness of non-employee director compensation, in November 2024, the Board increased non-employee director annual cash retainers to $125,000 and increased the annual RSU award value to $195,000, placing total director pay in-line with the peer group median. The Board also increased the annual retainer for the Audit Committee chair to $30,000; and the annual retainer for the Compensation and Human Capital Committee chair to $25,000. These changes are effective beginning in 2025.
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| 2024 Director Compensation and Outstanding Stock Awards |
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| 2024 Director Compensation | | | | Outstanding Director Stock Awards (as of December 31, 2024) | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Stock Awards | | | | | | | Name | Restricted Stock Units (#) | Phantom Stock Units (#) | | Rodney Adkins(2) | 140,000 | 185,000 | 325,000 | Rodney Adkins | 22,119 | — | | Eva Boratto(2) | 145,000 | 185,000 | 330,000 | Eva Boratto | 5,398 | — | | Michael Burns | 120,000 | 185,000 | 305,000 | Michael Burns | 35,073 | — | | Wayne Hewett | 120,000 | 185,000 | 305,000 | Wayne Hewett | 5,398 | — | | Angela Hwang | 120,000 | 185,000 | 305,000 | Angela Hwang | 5,780 | — | | Kate Johnson | 120,000 | 185,000 | 305,000 | Kate Johnson | 5,056 | — | | William Johnson(2)(3) | 300,000 | 255,000 | 555,000 | William Johnson | 38,347 | — | | Franck Moison | 120,000 | 185,000 | 305,000 | Franck Moison | 13,257 | — | | Christiana Smith Shi(2) | 140,000 | 185,000 | 325,000 | Christiana Smith Shi | 11,165 | — | | Russell Stokes | 120,000 | 185,000 | 305,000 | Russell Stokes | 5,056 | — | | Kevin Warsh | 120,000 | 185,000 | 305,000 | Kevin Warsh | 24,406 | — | | | | | | Carol Tomé(4) | 28,395 | 1,457 |
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(1)The values of stock awards in this column represent the grant date fair value of RSUs granted in 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. RSUs are fully vested on the date of grant and are settled in shares of class A common stock upon the director’s separation from service from UPS. (2)Includes cash compensation for committee chair service. (3)Includes cash compensation and stock awards for independent board chair service. (4)Only includes outstanding stock awards that were granted while serving as a non-employee director. Phantom stock units were granted to non-employee directors pursuant to a deferred compensation program previously provided to non-employee directors. Upon termination, amounts represented by phantom stock units will be distributed in cash over an elected time period.
The Compensation and Human Capital Committee
| Participant and Roles | | The Committee •develops executive compensation principles and strategy •sets incentive compensation performance goals •evaluates the CEO’s performance •reviews the CEO’s performance assessment of other executive officers •reviews and approves incentive and other compensation of the executive officers •oversees the risk evaluation associated with compensation strategy and programs •considers whether to engage any compensation consultant, and evaluates their independence •reviews and discusses the Compensation Discussion and Analysis with management •recommends to the board the inclusion of the Compensation Discussion and Analysis in the Proxy Statement •approves the inclusion of the Committee’s report on executive compensation in the Proxy Statement | | Independent Members of the Board of Directors •review the Committee’s assessment of the CEO’s performance •complete a separate evaluation of the CEO’s performance •approve the Compensation Discussion and Analysis for inclusion in the Proxy Statement | | Independent Compensation Consultant •serves as a resource for market data on pay practices and trends •provides independent advice to the Committee •provides competitive analysis and advice related to independent director compensation •reviews the Compensation Discussion and Analysis •conducts an annual risk assessment of the Company’s compensation programs | | Executive Officers •CEO makes compensation recommendations to the Committee for the other executive officers •CEO and CFO recommend performance goals under incentive compensation plans and provide an assessment as to whether performance goals were achieved |
The Compensation and Human Capital Committee
| Compensation Consultant Independence |
The Compensation and Human Capital Committee
| Peer Group and Market Data Utilization |
The Compensation and Human Capital Committee
| Internal Compensation Comparisons and Annual Performance Reviews |
The Compensation and Human Capital Committee
| Management Incentive Program Overview |
The Compensation and Human Capital Committee
| 2024 MIP Performance Metrics | 2024 MIP Performance Target | | Consolidated revenue was considered important to generating profits and maintaining our long-term competitive positioning and viability. | $93.8B | | Consolidated non-GAAP adjusted operating profit(1) reflects our effectiveness in achieving our targets in other key performance elements, including volume growth and operating leverage. | $10.0B | | Total committed service reflects our dependability in delivering packages on or before the time we promised. | 96.1% |
The Compensation and Human Capital Committee
| 2024 MIP Performance Metric | 2024 MIP Performance Target | Actual Performance | Weighted Payout Score (% of Target) | | Consolidated Revenue | $93.8B | $91.1B | 41.9% | | Consolidated non-GAAP Adjusted Operating Profit | $10.0B | $8.9B | 36.5% | | Enterprise Total Committed Service | 96.1% | 96.8% | 12.4% | | | 2024 MIP Payout Factor = | | 91% |
The Compensation and Human Capital Committee
| Name | Incentive Target (% Base Salary) | Incentive Target Value ($) | 2024 MIP Payout Factor (%) | Total 2024 MIP Award Payout ($) | | Carol Tomé | 200 | 3,019,425 | 91% | 2,747,677 | | Brian Dykes | 115 | 833,750 | 91% | 758,713 | | Brian Newman(1) | 115 | 963,384 | 91% | 438,340 | | Nando Cesarone | 115 | 1,004,944 | 91% | 914,499 | | Kate Gutmann | 115 | 1,004,944 | 91% | 914,499 | | Bala Subramanian | 115 | 915,808 | 91% | 833,385 |
The Compensation and Human Capital Committee
| Long-Term Incentive Awards |
The Compensation and Human Capital Committee
| Program | Performance Measures and/ or Value Proposition for 2024 Awards | Payment Form and Program Type | Program Objectives | | LTIP | Non-GAAP Adjusted Earnings Per Share Non-GAAP Adjusted Free Cash Flow Relative Total Shareowner Return as a modifier Value increases or decreases with stock price | If earned, RPUs are settled in stock If earned, RPUs generally vest at the end of the three-year performance period | Supports long-term operating plan and business strategy Significant link to shareowner interests | | Stock Option | Value recognized only if stock price appreciates | Stock options generally vest 20% per year over five years and have a ten-year term | Significant link to shareowner interests Enhance stock ownership and shareowner alignment |
The Compensation and Human Capital Committee
| Name | LTIP Target RPU Value (% Base Salary) | Stock Option Value (% Base Salary) | Total Value (% Base Salary) | | Carol Tomé | 1,185 | 90 | 1,275 | | Brian Dykes | 450 | 20(1) | 470 | | Brian Newman | 550 | 50 | 600 | | Nando Cesarone | 450 | 50 | 500 | | Kate Gutmann | 450 | 50 | 500 | | Bala Subramanian | 450 | 50 | 500 |
The Compensation and Human Capital Committee
| RTSR Percentile Rank Relative to Index | Payout Modifier | | Above 75th percentile | +20% | | Between 25th and 75th percentile | None | | Below 25th percentile | -20% |
The Compensation and Human Capital Committee
| 2022 LTIP Metrics | | | | | | | | | | | | Non-GAAP Adjusted Earnings Per Share (50%) | | | | Non-GAAP Adjusted Free Cash Flow (50%) | | | | RTSR | | Year | Threshold | Target | Maximum | Actual | Threshold | Target | Maximum | Actual | Actual | | 2022 | 1.5% | 4.8% | 5.9% | 6.7% | $23,577 | $33,682 | $43,787 | $24,861 | 14th | | 2023 | | 5.1% | | (32.1)% | | | | | | | 2024 | | 3.8% | | (12.1)% | | | | | |
The Compensation and Human Capital Committee
| 2022 LTIP Final Results | | | | | | | Performance Period | Non-GAAP Adjusted EPS Payout | Non-GAAP Adjusted FCF Payout | Performance Payout (Avg) | RTSR Modifier | Final Payout | | 2022-2024 | 67% | 56% | 62% | (20)% | 42% |
The Compensation and Human Capital Committee
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Carol Tomé Chief Executive Officer | 2024 | 1,509,713 | — | 18,283,138 | 1,358,768 | 2,747,677 | — | 164,681 | 24,063,977 | | | 2023 | 1,509,713 | — | 18,916,192 | 1,358,762 | 1,509,713 | — | 95,671 | 23,390,051 | | | 2022 | 1,466,250 | — | 15,046,968 | 1,228,547 | 1,035,932 | — | 187,504 | 18,965,201 | | Brian Dykes Chief Financial Officer | 2024 | 619,553 | — | 2,500,130 | 103,515 | 758,713 | 0 | 117,856 | 4,099,767 | | Brian Newman Former Chief Financial Officer | 2024 | 349,052 | — | 4,708,740 | 418,893 | 438,340 | — | 1,900,756 | 7,815,781 | | | 2023 | 831,626 | — | 5,551,095 | 406,692 | 481,692 | — | 70,965 | 7,342,070 | | | 2022 | 784,377 | — | 5,563,543 | 382,755 | 364,363 | — | 94,203 | 7,189,241 | | Nando Cesarone President U.S. and UPS Airline | 2024 | 867,501 | — | 3,901,807 | 424,211 | 914,499 | — | 119,314 | 6,227,332 | | | 2023 | 840,254 | — | 4,686,065 | 407,924 | 487,837 | — | 99,161 | 6,521,241 | | | 2022 | 768,042 | — | 4,348,893 | 351,117 | 364,278 | — | 107,812 | 5,940,142 | | Kate Gutmann President International, Healthcare and Supply Chain Solutions | 2024 | 867,501 | — | 3,901,807 | 424,211 | 914,499 | 0 | 148,472 | 6,256,490 | | | 2023 | 840,254 | — | 4,686,065 | 407,924 | 487,837 | 3,786,483 | 152,958 | 10,361,521 | | | 2022 | 781,197 | — | 4,674,444 | 377,426 | 364,278 | — | 20,676 | 6,218,021 | | Bala Subramanian Chief Digital and Technology Officer | 2024 | 790,556 | 250,000 | 3,555,753 | 386,601 | 833,385 | — | 79,671 | 5,895,966 | | | 2023 | 766,622 | 500,000 | 4,139,164 | 373,540 | 444,566 | — | 76,370 | 6,300,262 | | | 2022 | 330,853 | 250,000 | 6,928,392 | — | — | — | 932 | 7,510,177 |
The Compensation and Human Capital Committee
| Pension Benefits |
The Compensation and Human Capital Committee
The UPS Retirement Plan is non-contributory and includes substantially all eligible employees of participating domestic subsidiaries who are not members of a collective bargaining unit, as well as certain employees covered by a collective bargaining agreement. The UPS Retirement Plan was closed to new entrants as of July 1, 2016. UPS also sponsors a non-qualified defined benefit plan, the UPS Excess Coordinating Benefit Plan, for non-union employees whose pay and benefits in the qualified plan are limited by the Internal Revenue Service. An employee must be at least age 55 with ten years of service to be eligible to participate in this plan. In the year that an individual first becomes eligible to participate in the UPS Excess Coordinating Benefit Plan, there is an increase for the participant for that year equal to the full present value of the participant’s accrued benefit in the plan. In accordance with the terms of the Excess Coordinating Benefit Plan, following a participant’s retirement, the Company pays an amount equal to the Social Security and Medicare taxes due on the present value of the benefits provided under the plan. The UPS Retirement Plan and UPS Excess Coordinating Benefit Plan provide monthly lifetime benefits to participants and their eligible beneficiaries based on final average compensation at retirement, years of service with UPS and age at retirement. Participants may choose to receive a reduced benefit payable in the form of an annuity that is equivalent to the single lifetime benefit. The plans provide monthly benefits based on the results from up to four benefit formulas. Participants receive the largest benefit from among the applicable benefit formulas. For Kate Gutmann and Brian Dykes, the formula that results in the largest benefit is called the “grandfathered integrated formula.” This formula provides retirement income equal to 58.33% of final average compensation, offset by a portion of the Social Security benefit. A participant with less than 35 years of benefit service receives a proportionately lesser amount. Participants earn benefit service for the time they work as an eligible UPS employee. For purposes of the formulas, compensation includes salary and an eligible portion of the MIP award. The average final compensation for each participant in the plans is the average covered compensation of the participant during the five highest consecutive years out of the last ten full calendar years of service. Benefits payable under the UPS Retirement Plan are subject to the maximum compensation limits and the annual benefit limits for a tax-qualified defined benefit plan as prescribed and adjusted from time to time by the Internal Revenue Service. Eligible amounts exceeding these limits will be paid from the UPS Excess Coordinating Benefit Plan. Under this plan, participants receive the benefit in the form of a life annuity. The plans permit participants with 25 or more years of benefit service to retire as early as age 55 with only a limited reduction in the amount of their monthly benefits. NEOs eligible to retire at age 60 receive unreduced benefits from the plans. In addition, the plans allow participants with ten years or more of service to retire at age 55 with a larger reduction in the amount of their benefit. These plans froze accruals after December 31, 2022.
The Compensation and Human Capital Committee
(2)Represents the value of accelerated or continued vesting of stock options and RPUs in accordance with the terms of our equity incentive plans and the applicable award certificates. Also includes the 2023 and 2024 LTIP awards calculated at target. The performance measurement period for the 2023 LTIP award ends December 31, 2025, and the performance measurement period for the 2024 LTIP award ends December 31, 2026. With respect to Kate Gutmann, includes the continued vesting of the one-time RSU award as described in “Employment Transition Awards, Retention Arrangements and Recognition Awards” above. (3)Represents the actuarial present value of the incremental non-qualified amounts payable upon change in control, early retirement, death and disability from the UPS Excess Coordinating Benefit Plan. For information about the UPS Excess Coordinating Benefit Plan, see the Pension Benefits table and related narrative. The same assumptions were used to calculate the present value of the amounts in the table that were used for the Pension Benefits table except that benefits are assumed to be payable immediately as of December 31, 2024 (or age 55 if later), instead of age 60. Only individuals eligible for early retirement (age 55 with ten years of service) who are not yet age 60 will have an early retirement value in the table.

DEF 14A of United Parcel Service Inc

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