AmazonScience/document-haystack

1Director Compensation2The Compensation and Human Capital Committee of the Board of Directors evaluates director compensation with 3the assistance of its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”).4For service in 2023, our non-employee directors each received a cash retainer of $116,250 and a restricted stock 5unit (“RSU”) award valued at $180,000. Equity compensation links director pay to the value of Company stock 6and aligns the interests of directors with long-term shareowners. Directors are also reimbursed for board 7related expenses.8To reflect the additional responsibilities and time commitment associated with various board leadership positions, 9our independent Board Chair received an additional cash retainer of $160,000 and an additional RSU award 10valued at $70,000. The chairs of the Compensation and Human Capital, Nominating and Corporate Governance 11and Risk Committees each received an additional cash retainer of $20,000, and the Chair of the Audit Committee 12received an additional cash retainer of $25,000. Our CEO does not receive any compensation for board service. 13Cash retainers are paid on a quarterly basis. Non-employee directors may defer retainers by participating in the 14UPS Deferred Compensation Plan, but the Company does not make any contributions to this plan. There are no 15preferential or above-market earnings on amounts invested in the UPS Deferred Compensation Plan.16RSUs are fully vested on the date of grant and are required to be held by the director until he or she separates 17from the board, at which time the RSUs convert to shares of class A common stock. Dividends earned on shares 18underlying RSUs are deemed reinvested in additional units at each dividend payable date and are subject to the 19same terms as the original grant. This holding period requirement increases the strength of alignment of 20directors’ interests with those of our long-term shareowners. Following a review of Company peer group and 21broader industry practices, and to improve the competitiveness of non-employee director compensation, in 22August 2023, the Board increased non-employee director annual cash retainers to $120,000 and increased the 23annual RSU award value to $185,000, placing total director pay approximately 5% below the peer group median.242023 Director Compensation and Outstanding Stock Awards25The following tables set forth the cash compensation paid to individuals who served as directors in 2023 (other 26than our CEO) and the aggregate value of stock awards granted to those persons in 2023, as well as outstanding 27director equity awards held as of December 31, 2023, except as described below.282023 Director Compensation29Outstanding Director Stock Awards30 (as of December 31, 2023)31Name32Fees Earned 33or Paid 34in Cash35($)36Stock37Awards38($)(1)39Total40($)41Stock Awards42Name43Restricted44Stock Units 45(#)46Phantom47Stock Units 48(#)49Rodney Adkins(2) 136,250 179,875 316,125 Rodney Adkins 19,844 —50Eva Boratto(2) 141,250 179,875 321,125 Eva Boratto 3,904 —51Michael Burns 116,250 179,875 296,125 Michael Burns 32,194 —52Wayne Hewett 116,250 179,875 296,125 Wayne Hewett 3,904 —53Angela Hwang 116,250 179,875 296,125 Angela Hwang 4,268 —54Kate Johnson 116,250 179,875 296,125 Kate Johnson 3,577 —55William Johnson(2)(3) 296,250 249,884 546,134 William Johnson 34,845 —56Ann Livermore(4) 67,500 — 67,500 Ann Livermore(4)(6) — 2,93957Franck Moison 116,250 179,875 296,125 Franck Moison 11,396 —58Christiana Smith Shi(2) 126,250 179,875 306,125 Christiana Smith Shi 9,401 —59Russell Stokes 116,250 179,875 296,125 Russell Stokes 3,577 —60Kevin Warsh 116,250 179,875 296,125 Kevin Warsh 22,025 —61Carol Tomé(5)(6) 27,071 1,38962(1) The values of stock awards in this column represent the grant date fair value of RSUs granted in 2023, computed in accordance with 63Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. RSUs are fully vested on the date 64of grant and are settled in shares of class A common stock upon the director’s separation from service from UPS.65(2) Includes cash compensation for committee chair service.66(3) Includes cash compensation and stock awards for independent board chair service.67(4) Ann Livermore retired from the board on May 4, 2023. Information is as of such date. All outstanding RSUs converted into shares of 68class A common stock upon such retirement.69(5) Only includes outstanding stock awards that were granted while serving as an independent director.70(6) Phantom stock units were granted to non-employee directors pursuant to a deferred compensation program previously provided to 71non-employee directors. Upon termination, amounts represented by phantom stock units will be distributed in cash over a time 72period elected by the recipient. 73 7431