AmazonScience/document-haystack

1Shareowner Recommendations2Shareowner recommended director candidates are considered on the same basis as recommendations from other 3sources. Shareowners can recommend a candidate by writing to the UPS Corporate Secretary, 55 Glenlake 4Parkway, N.E., Atlanta, Georgia 30328. Submissions must contain the prospective candidate’s name and a 5detailed description of the experience, qualifications, attributes and skills that make the individual a suitable 6director candidate. 7Board Leadership Structure8Based on the periodic evaluation and recommendation of the Nominating and Corporate Governance Committee, 9the board determines the most appropriate board leadership structure, including who should serve as Board 10Chair, and whether the roles of Board Chair and CEO should be separated or combined. In making this 11determination, the board evaluates a number of factors, including professional experience, operational 12responsibilities and corporate governance developments. 13In October 2020, in connection with Carol Tomé’s election as CEO, the board determined that it was in the best 14interests of the Company to enable Carol to focus on leading the Company, and separated the roles of Board 15Chair and CEO. Bill Johnson, who had been serving as our independent Lead Director, was appointed 16Board Chair.17Bill has served on our board since 2009 and served as independent Lead Director from 2016 until October 2020. 18He has deep institutional knowledge of the Company and provides strong continuity of leadership. He devotes 19significant time to understanding our business and communicating with the CEO, and other directors, between 20meetings. He draws on his extensive knowledge of our business, industry, strategic priorities and competitive 21developments to set the board’s agendas in collaboration with the CEO, and he seeks to ensure that board 22meetings are productive and interactions with the directors facilitate a useful exchange of viewpoints. Bill’s value 23to the board is underscored by the board’s decision to extend his tenure beyond the board’s mandatory 24retirement age of 75; in connection with our director nomination process, the board determined to grant Bill a 25one-year waiver from that requirement so that he can continue to lead the board. 26Carol is available to all directors between meetings and meets regularly with the Board Chair, and with the 27directors individually and as a group, to receive feedback from the board. Bill’s collaboration with Carol allows 28the board to focus attention on the issues of greatest importance to the Company and its shareowners and our 29CEO to focus primarily on leading the Company.30Furthermore, all the members of each of the Audit Committee, the Compensation and Human Capital 31Committee, the Nominating and Corporate Governance Committee and the Risk Committee are independent. 32Each committee is led by a chairperson who sets the meeting agendas and reports to the full board on the 33committee’s work. Additionally, the independent directors meet in executive session without management 34present at each board meeting, as described below.35Executive Sessions of Independent Directors36Directors hold executive sessions without management present at each regular board meeting. The Board Chair 37determines the agenda and presides at each session. The Board Chair generally invites the CEO to join a portion 38of the executive session to receive feedback from the board and when deemed appropriate otherwise. In 39addition, throughout the year the Board Chair meets individually with each director to discuss issues that are 40important to the board and to solicit and provide further feedback.41 4211