UNITED PARCEL SERVICE INC
For the period ended May 7, 2026. Filed Mar 19, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 19, 2026
Use the contents to explore the available documents and sections.
Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following table and related disclosures.
| Year(1) · SummaryCompTable Totalfor PEO($) · Comp Actually Paid to PEO($) · AverageSummaryCompTable Totalfor Non-PEONamedExecutiveOfficers($) · AverageCompActually Paidto Non-PEONamedExecutiveOfficers($) · Value of Initial Fixed $100Investment Based on: · Net Income(GAAP)(millions)($) · Non-GAAPAdjustedOperatingProfit(3)(millions)($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn($) · Peer Group(2)TotalShareholderReturn($) | ||||||||
| 2025 | 22,878,788 | 10,260,804 | 7,473,760 | 5,057,563 | 74.69 | 136.89 | 5,572 | 8,661 |
| 2024 | 24,063,977 | 9,185,261 | 6,059,067 | 1,713,257 | 87.89 | 120.71 | 5,782 | 8,894 |
| 2023 | 23,390,051 | 15,171,604 | 7,631,274 | 4,457,788 | 105.29 | 121.34 | 6,708 | 9,873 |
| 2022 | 18,965,201 | 13,072,062 | 6,714,395 | 5,141,166 | 111.96 | 108.02 | 11,548 | 13,853 |
| 2021 | 27,620,893 | 43,250,361 | 10,489,120 | 19,573,719 | 133.61 | 129.04 | 12,890 | 13,144 |
(1)For all periods presented, Carol Tomé has been the principal executive officer (“PEO”). In 2025, the Non-PEO NEOs were Brian Dykes, Nando Cesarone, Kate Gutmann and Bala Subramanian. In 2024, the Non-PEO NEOs were Brian Dykes, Brian Newman, Nando Cesarone, Kate Gutmann and Bala Subramanian. In 2023 and 2022, the Non-PEO NEOs were Brian Newman, Nando Cesarone, Kate Gutmann and Bala Subramanian. In 2021, the Non-PEO NEOs were Brian Newman, Scott Price, Nando Cesarone and Kate Gutmann.
(2)Our peer group is represented by the Dow Jones Transportation Average.
(3)In accordance with SEC rules, we are required to include in the above table the most important financial performance measure (not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers for 2025 to Company performance. We consider this measure to be non-GAAP Adjusted Operating Profit, which is calculated by excluding the following items from Operating Profit determined in accordance with GAAP: for 2025, transformation strategy costs, goodwill and asset impairment charges, and a net loss on divestiture; for 2024, transformation strategy costs, gain on divestiture, a one-time payment for an international regulatory matter, goodwill and asset impairment charges, expense for a separate regulatory matter, and a charge related to a multiemployer pension plan withdrawal; for 2023, a one-time compensation representing a payment to certain U.S.-based non-union part-time supervisors, goodwill and asset impairment charges, and transformation strategy costs; for 2022, a one-time non-cash expense related to stock-based awards that were accelerated to fully vest in 2022 in connection with a change in incentive compensation program design, a one-time non-cash charge reflecting a reduction in the estimated residual value of fully-depreciated MD-11 aircraft, and transformation strategy costs; and for 2021, transformation strategy costs, goodwill and asset impairment charges, and divestitures.
| PEO SCT Total to CAP Reconciliation | ||||
|---|---|---|---|---|
| Year | Summary CompensationTable Total for PEO($) | Deductions fromSCT Total(1)($) | Additions and otheradjustments to SCT Total(2)($) | CompensationActually Paid($) |
| 2025 | 22,878,788 | 18,909,300 | 6,291,316 | 10,260,804 |
| 2024 | 24,063,977 | 19,641,906 | 4,763,190 | 9,185,261 |
| 2023 | 23,390,051 | 20,274,954 | 12,056,507 | 15,171,604 |
| 2022 | 18,965,201 | 16,275,515 | 10,382,376 | 13,072,062 |
| 2021 | 27,620,893 | 24,795,449 | 40,424,917 | 43,250,361 |
(1)Grant-date fair value of stock awards granted during the year (2025: $17,550,546, 2024: $18,283,138, 2023: $18,916,192, 2022: $15,046,968, 2021: $23,670,426), the grant-date fair value of option awards granted during the year (2025: $1,358,754, 2024: $1,358,768, 2023: $1,358,762, 2022: $1,228,547, 2021: $1,125,023) and the aggregate change in the actuarial present value of accumulated benefits under pension plans (2025: $—, 2024: $—, 2023: $—, 2022: $—, 2021: $—).
(2)Service cost for defined benefit pension plans (2025: $—, 2024: $—, 2023: $—, 2022: $—, 2021: $—), and the value of equity awards calculated using the required methodology for determining CAP, as further detailed in the table below.
| 64 | Notice of Annual Meeting of Shareowners and 2026 Proxy Statement |
| PEO Equity Component of CAP | ||||||
|---|---|---|---|---|---|---|
| Year | Year End Fair Value of Equity Awards Granted in the Year($) | Change in Fair Value from Prior Year End to Year End of Outstanding Unvested Equity Awards Granted in Prior Years($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year($) | Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year($) | Fair Value as of Prior Year End of Equity Awards Forfeited in the Year($) | Total Equity Award Adjustments($) |
| 2025 | 20,077,430 | (4,196,558) | — | (9,589,556) | — | 6,291,316 |
| 2024 | 14,961,235 | (4,644,851) | — | (5,553,194) | — | 4,763,190 |
| 2023 | 14,112,488 | (3,170,240) | 2,071,950 | (957,691) | — | 12,056,507 |
| 2022 | 12,805,107 | (5,289,424) | — | 2,866,693 | — | 10,382,376 |
| 2021 | 33,072,440 | 6,256,043 | — | 1,096,434 | — | 40,424,917 |
Stock awards issued under the MIP are valued at the NYSE closing price of UPS class B stock at each applicable date.
Outstanding stock awards issued under the LTIP are valued using a Monte Carlo model at each reporting date with performance outcomes assumed to be at target. LTIP awards that vest during the period are valued using actual performance outcomes and the NYSE closing price of UPS class B stock on the vesting date.
Option awards are valued using a Black-Scholes option pricing model that reflects the award’s exercise price relative to the NYSE closing price of UPS class B common stock at each valuation date.
Stock award valuations include reinvested dividends where applicable.
| Average Non-PEO NEOs SCT Total to CAP Reconciliation | ||||
|---|---|---|---|---|
| Year | Summary CompensationTable Total for Other NEOs($) | Deductions fromSCT Total(1)($) | Additions and otheradjustments to SCT Total(2)($) | CompensationActually Paid($) |
| 2025 | 7,473,760 | 5,711,203 | 3,295,006 | 5,057,563 |
| 2024 | 6,059,067 | 4,065,134 | (280,676) | 1,713,257 |
| 2023 | 7,631,274 | 6,111,238 | 2,937,752 | 4,457,788 |
| 2022 | 6,714,395 | 5,656,642 | 4,083,413 | 5,141,166 |
| 2021 | 10,489,120 | 8,564,070 | 17,648,669 | 19,573,719 |
(1)Average grant date fair value of stock awards granted during the year (2025: $5,104,043, 2024: $3,713,647, 2023: $4,765,597, 2022: $5,378,818, 2021: $8,200,584), the average grant date fair value of option awards granted during the year (2025: $442,705, 2024: $351,486, 2023: $399,020, 2022: $277,825, 2021: $351,349) and the average aggregate change in the actuarial present value of accumulated benefits under pension plans (2025: $164,455, 2024: $—, 2023: $946,621, 2022: $—, 2021: $12,137).
(2)Average service cost for defined benefit pension plans (2025: $—, 2024: $—, 2023: $—, 2022: $44,219, 2021: $40,127), and the value of equity awards calculated using the required methodology for determining CAP, as further detailed in the table below.
| Average Non-PEO NEOs Equity Component of CAP | ||||||
|---|---|---|---|---|---|---|
| Year | Year End Fair Value of Equity Awards Granted in the Year($) | Change in Fair Value from Prior Year End to Year End of Outstanding Unvested Equity Awards Granted in Prior Years($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year($) | Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year($) | Fair Value as of Prior Year End of Equity Awards Forfeited in the Year($) | Total Equity Award Adjustments($) |
| 2025 | 4,594,997 | 449,560 | — | (1,749,551) | — | 3,295,006 |
| 2024 | 2,466,569 | (771,043) | — | (1,361,426) | (614,776) | (280,676) |
| 2023 | 3,467,543 | (884,732) | 546,548 | (191,607) | — | 2,937,752 |
| 2022 | 4,841,330 | (1,551,105) | — | 748,969 | — | 4,039,194 |
| 2021 | 12,120,687 | 2,762,650 | — | 2,725,205 | — | 17,608,542 |
Stock awards issued under the MIP are valued at the NYSE closing price of UPS class B stock at each applicable date.
Outstanding stock awards issued under the LTIP are valued using a Monte Carlo model at each reporting date with performance outcomes assumed to be at target. LTIP awards that vest during the period are valued using actual performance outcomes and the NYSE closing price of UPS class B stock on the vesting date.
Option awards are valued using a Black-Scholes option pricing model that reflects the award’s exercise price relative to the NYSE closing price of UPS class B common stock at each valuation date.
Stock award valuations include reinvested dividends where applicable.
The following table lists what we believe represents the most important financial performance measures we used to link compensation actually paid to our NEOs for fiscal 2025 to our performance.
Tabular List
Non-GAAP adjusted operating profit
Revenue
Non-GAAP adjusted earnings per share
Non-GAAP adjusted free cash flow
Non-GAAP adjusted operating return on invested capital
| 66 | Notice of Annual Meeting of Shareowners and 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.