UNITED PARCEL SERVICE INC
For the period ended May 2, 2024. Filed Mar 18, 2024.
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May 2, 2024 · Filed Mar 18, 2024
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Proxy Statement Summary
Proxy StatementUNITED PARCEL SERVICE, INC.55 Glenlake Parkway, N.E., Atlanta, Georgia 30328
This Proxy Statement contains important information about the 2024 Annual Meeting of Shareowners (the “Annual Meeting”). We are providing these proxy materials to you because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. The Annual Meeting will be held online via webcast on May 2, 2024, at 8:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/UPS2024. Shareowners can participate, ask questions and vote during the meeting through this website.
All properly executed written proxies, and all properly completed proxies submitted through the Internet or by telephone, that are delivered pursuant to this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to the completion of voting at the Annual Meeting. Only owners of record of shares of the Company’s common stock as of the close of business on March 5, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting (or any adjournment or postponement of the Annual Meeting). We are first mailing this Proxy Statement on or about March 18, 2024.
Proxy Statement Summary
The following summary highlights key information contained elsewhere in this Proxy Statement.
Corporate Governance
Some of our key governance policies and practices include:
Anindependent board; all our directors are independent, other than our Chief Executive Officer (“CEO”); anindependent Board Chair who is highly engaged and experienced;
Adiverse board, with 42% of the board being female and 33% of the board being ethnically diverse;
Executive sessions of ourindependent directors held at each board meeting;
Annual elections for all directors; majority voting in uncontested director elections;
Full board engagement in thestrategic planning process, including an in-depth annual strategy review and overseeing progress throughout the year;
A Risk Committee consisting entirely of independent members that is responsible foroversight of enterprise risks, including cybersecurity risks;
Regular evaluations of governance policies and practices, making changes when appropriate; including recently delegating additional cybersecurity oversight responsibilities to the Risk Committee, delegating environmental sustainability oversight responsibilities to the Nominating and Corporate Governance Committee, delegating additional human capital oversight responsibilities to the Compensation and Human Capital Committee, and adopting adirector overboarding policy;
Regular engagement with stakeholders on environmental, social and governance (“ESG”) matters; during this proxy season management contacted holders of over 47% of our class B common stock to discuss our sustainability goals and initiatives, commitments to diversity and inclusion, and executive compensation matters;
Annual board and committee self-evaluations, including one-on-one director discussions with the independent Board Chair;
Comprehensive director orientation and education program;
Robust stock ownership guidelines, including a target ownership ofeight times annual salary for the CEO, five times annual salary for other executive officers andfive times the annual retainer for directors; and
Restrictions on executive officers and directors hedging or pledging their ownership in UPS stock.
2024 Director Nominees
Highlights
| 92% Independent | 61.6 years Average age | 8.9 years Average tenure |
|---|---|---|
| 42% Female | 33% Ethnically diverse |
Summary information about our director nominees is below. As a group, we believe our 12 director nominees have the appropriate skills and experience to effectively oversee and constructively challenge management’s performance in the execution of our strategy. For more information about our director nominees see page 21.
| Name | DirectorSince | Principal Occupation | Committee(s) |
|---|---|---|---|
| Independent Directors | |||
| Rodney Adkins | 2013 | Former Senior Vice President, International Business Machines Corporation | –Risk (Chair)–Compensation and Human Capital–Executive |
| Eva Boratto | 2020 | Chief Financial Officer, Bath & Body Works, Inc. | –Audit (Chair) |
| Michael Burns | 2005 | Former Chairman, President and Chief Executive Officer, Dana Incorporated | –Audit |
| Wayne Hewett | 2020 | Senior Advisor to Permira | –Audit |
| Angela Hwang | 2020 | Former Chief Commercial Officer and President, Pfizer Biopharmaceuticals Business, Pfizer, Inc. | –Audit |
| Kate Johnson | 2020 | President and Chief Executive Officer, Lumen Technologies, Inc. | –Nominating and Corporate Governance–Risk |
| William Johnson(1) | 2009 | Former Chairman, President and Chief Executive Officer, H.J. Heinz Company | –Nominating and Corporate Governance (Chair)–Executive |
| Franck Moison | 2017 | Former Vice Chairman, Colgate-Palmolive Company | –Nominating and Corporate Governance–Risk |
| Christiana Smith Shi | 2018 | Former President, Direct-to-Consumer, Nike, Inc. | –Compensation and Human Capital (Chair)–Risk |
| Russell Stokes | 2020 | President and Chief Executive Officer, Commercial Engines and Services, GE Aerospace | –Compensation and Human Capital–Nominating and Corporate Governance |
| Kevin Warsh | 2012 | Former Member of the Board of Governors of the Federal Reserve System, Distinguished Visiting Fellow, Hoover Institution, Stanford University | –Compensation and Human Capital–Nominating and Corporate Governance |
| Non-Independent Director | |||
| Carol Tomé | 2003 | UPS Chief Executive Officer | –Executive (Chair) |
(1)Independent Board Chair
| 8 | Notice of Annual Meeting of Shareowners and 2024 Proxy Statement |
Executive Compensation
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. We also have a longstanding owner-manager culture. Compensation practices that support these principles include:
Abalanced mix ofcash and equity, providing a degree of financial certainty and appropriate incentives to retain and motivate executives;
Performance incentive equity awards which vest over multiple years, furthering both retention andincentive goals;
Multiple distinct goals for annual and long-term performance incentive awards, avoiding overemphasis on any one metric and mitigating excessive risk-taking;
Long-term performance incentive awards with athree-year performance period;
Stock option awards that vest over afive-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 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.
2023 Compensation Actions
Key 2023 compensation decisions affecting our executive officers included:
Most total direct compensation wasperformance-based or considered “at risk” (93% for the CEO and 86% for all other named executive officers (“NEOs”) as a group), page 34;
Base salary increases as a result of the annual salary review process and pay mix redesign, page 36;
Pay mix redesign to better align annual incentive pay with market practices, improve the competitiveness of base salaries and simplify compensation design, page 36;
Abifurcated performance period for the annual incentive awards in light of continued economic uncertainty and our then-labor uncertainty; beginning with the 2024 performance period, the Compensation and Human Capital Committee hasreturned to annual goal setting for annual incentive awards, page 37;
Annual incentive awards were earned and paid below target, page 37; and
Previously granted 2021 Long-Term Incentive Performance(“LTIP”) awards, which had three-year performance goals ending in 2023, were earned and paid below target, page 40.
Say on Pay Vote
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. For more information, see page 62.
The board recommends you vote FOR the advisory vote to approve NEO compensation.
Ratify the Appointment of the Independent Registered Public Accounting Firm
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, 2024. The board recommends you vote FOR the ratification of the appointment of Deloitte & Touche LLP. For more information, see page 65.
Shareowner Proposals
For the reasons described in this Proxy Statement, the board recommends you vote AGAINST the shareowner proposals. Information about these proposals starts on page 68.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.