AmazonScience/document-haystack

1Committees of the Board of Directors2The board has four committees composed entirely of independent directors as defined by the NYSE and by our 3director independence standards. Information about each of these committees is provided below. The board also 4has an Executive Committee that may exercise all powers of the Board of Directors in the management of our 5business and affairs, except for those powers expressly reserved to the board under Delaware law or otherwise 6limited by the board. Carol Tomé is the Chair, and Rod Adkins and Bill Johnson also serve on the 7Executive Committee.8Audit Committee(1)9Compensation and Human10Capital Committee(2)11Nominating and Corporate12Governance Committee Risk Committee13Eva Boratto, Chair14Michael Burns15Wayne Hewett16Angela Hwang17Christiana Smith Shi, Chair18Rodney Adkins19Russell Stokes20Kevin Warsh21William Johnson, Chair22Kate Johnson23Franck Moison24Russell Stokes25Kevin Warsh26Rodney Adkins, Chair27Kate Johnson28Franck Moison29Christiana Smith Shi30Meetings in 2023: 9 Meetings in 2023: 6 Meetings in 2023: 4 Meetings in 2023: 431Primary Responsibilities Primary Responsibilities Primary Responsibilities Primary Responsibilities32• Assisting the board in 33discharging its 34responsibilities relating to 35our accounting, reporting 36and financial practices37• Overseeing our accounting 38and financial 39reporting processes40• Overseeing the integrity of 41our financial statements, 42our systems of disclosure 43controls and 44internal controls45• Overseeing the 46performance of our 47internal audit function48• Engaging and overseeing 49the performance of our 50independent accountants51• Overseeing compliance 52with legal and regulatory 53requirements as well as 54our Code of 55Business Conduct56• Discussing with 57management policies with 58respect to financial 59risk assessment60• Assisting the board in 61discharging its 62responsibilities with 63respect to compensation 64of our senior 65executive officers66• Reviewing and approving 67corporate goals and 68objectives relevant to the 69compensation of our CEO70• Evaluating the 71CEO’s performance72• Overseeing the 73evaluation of risks 74associated with our 75compensation strategy 76and programs77• Overseeing any outside 78consultants retained to 79advise the Committee80• Recommending to the 81board the compensation 82for non-management 83directors84• Overseeing performance 85and talent management, 86diversity, equity and 87inclusion, work culture 88and employee 89development 90and retention91• Addressing succession 92planning93• Assisting the board in 94identifying and screening 95qualified director 96candidates, including 97shareowner 98submitted candidates99• Recommending 100candidates for election or 101reelection, or to fill 102vacancies, on the board103• Aiding in attracting 104qualified candidates to 105serve on the board106• Recommending corporate 107governance principles, 108including the structure, 109composition and 110functioning of the board 111and all board 112committees, the 113delegation of authority to 114subcommittees, board 115oversight of management 116actions and reporting 117duties of management118• Overseeing relevant 119environmental 120sustainability matters 121and risks122• Overseeing 123management’s 124identification and 125evaluation of 126enterprise risks127• Overseeing and reviewing 128with management the 129Company’s risk 130governance framework131• Overseeing risk 132identification, tolerance, 133assessment and 134management practices 135for strategic enterprise 136risks, including 137cybersecurity risks and 138cyber incident response139• Reviewing approaches to 140risk assessment and 141mitigation strategies in 142coordination with the 143board and other 144board committees145• Communicating with the 146Audit Committee to 147enable the Audit 148Committee to perform its 149statutory, regulatory, and 150other responsibilities with 151respect to oversight of 152risk assessment and 153risk management154(1) All members of the Audit Committee have been designated by the Board of Directors as audit committee financial experts. Each 155member of the Audit Committee meets the independence requirements of the NYSE and Securities and Exchange Commission 156(“SEC”) rules and regulations applicable to audit committee members, and each is financially literate.157(2) Each member of the Compensation and Human Capital Committee meets the NYSE’s independence requirements applicable to 158compensation committee members. In addition, each member is a non-employee director as defined in Rule 16b-3 under the 159Securities Exchange Act of 1934. None of the members is or was during 2023 an employee or former employee of UPS, and none 160had any direct or indirect material interest in or relationship with UPS outside of his or her position as a non-employee director. The 161Compensation and Human Capital Committee may delegate its responsibilities to subcommittees of one or more directors as it may 162deem appropriate. For information regarding the role of our executive officers and the committee’s independent compensation 163consultant in determining or recommending the amount or form of executive and director compensation (as applicable), please see 164the Compensation Discussion and Analysis section and the Director Compensation section below in this Proxy Statement. 165Compensation Committee Interlocks and Insider Participation: None of our executive officers serves or served during 2023 as 166a member of a board of directors or compensation committee of any entity that has one or more executive officers who serve on our 167Board of Directors or Compensation and Human Capital Committee.16830169 170Notice of Annual Meeting of Shareowners and 2024 Proxy Statement