UPS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )

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☑			Definitive Proxy Statement
☐			Definitive Additional Materials
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PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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United Parcel Service, Inc. 55 Glenlake Parkway, N.E. Atlanta, GA 30328 March 20, 2023 Dear Fellow Shareowners:

UPS achieved a number of important milestones in 2022. We celebrated the Company’s 115th anniversary and successfully implemented the Company’s Customer First, People Led, Innovation Driven strategy. This resulted in revenue of over $100 billion for the first time in our 115-year history! The Company also reached its consolidated operating margin and return on invested capital goals one year earlier than originally anticipated, confirming management’s successful execution of its Better not Bigger strategic framework, including efforts to optimize operations and improve the Company’s cost structure.

The board understands that short-term operational and financial results alone are not enough. I am proud to be affiliated with a Company that also has a long history of environmental and social responsibility and a culture of doing the right thing. Furthermore, our board has implemented a number of governance measures to enhance its oversight of matters important to key stakeholders, including our customers, investors, employees and communities. We have a diverse board, which facilitates better decision-making and contributes to the success of our Company. We also continue to oversee the Company’s progress towards its environmental and social goals. This commitment to good governance practices is an important driver of long-term value creation for shareowners. The information in this Proxy Statement and the Company’s other disclosures provide a glimpse into how this culture has helped the Company thrive and execute its strategy with a sense of purpose.

William Johnson
UPS Board Chair

			Notice of Annual Meeting UNITED PARCEL SERVICE, INC. 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328

•Date and Time: May 4, 2023, 8:00 a.m. Eastern Time

•Place: The United Parcel Service, Inc. 2023 Annual Meeting of shareowners will be held exclusively online via webcast at: www.virtualshareholdermeeting.com/UPS2023.

•Record Date: March 9, 2023

•Distribution Date: A Notice of Internet Availability of Proxy Materials or the Proxy Statement is first being sent to shareowners on or about March 20, 2023.

•Voting: Holders of class A common stock are entitled to 10 votes per share; holders of class B common stock are entitled to one vote per share. Your vote is important. Please vote as soon as possible through the Internet, by telephone or by signing and returning your proxy card (if you received a paper copy of the proxy card). Your voting options are described on the Notice of Internet Availability of Proxy Materials, voting instruction form and/or proxy card. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

•Attending the Meeting: You or your proxy holder can participate, vote and ask questions at the meeting by visiting www.virtualshareholdermeeting.com/UPS2023 and using your 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. Shareowners who do not receive a 16-digit control number should consult their voting instruction form or Notice of Internet Availability of Proxy Materials and may need to request a legal proxy from their bank, broker or other nominee in advance of the meeting in order to participate. For more information, see page 93.

Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to be Held on May 4, 2023: The Proxy Statement and our 2022 Annual Report are available at www.proxyvote.com. Questions? Call 404-828-6059 (option 2).

						By order of the Board of Directors
						Norman M. Brothers, Jr. Secretary Atlanta, Georgia March 20, 2023

United Parcel Service, Inc. 2023 Annual Meeting of Shareowners
Items of Business

			Voting Choices			Board Voting Recommendations			Page
Company Proposals:
1.Elect 12 director nominees named in the Proxy Statement to serve until the 2024 Annual Meeting and until their respective successors are elected and qualified			•Vote for all nominees •Vote against all nominees •Vote for some nominees and against others •Abstain from voting on one or more nominees			FOR EACH NOMINEE			22
2. Advisory vote to approve named executive officer compensation			•Vote for the proposal •Vote against the proposal •Abstain from voting on the proposal			FOR			65
3. Advisory vote on the frequency of future advisory votes to approve named executive officer compensation			•Vote for an advisory vote every year  •Vote for an advisory vote every two years •Vote for an advisory vote every three years •Abstain from voting on the proposal			EVERY YEAR			66
4. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023			•Vote for ratification •Vote against ratification •Abstain from voting on the proposal			FOR			69
Shareowner Proposals:
5. - 11. Advisory votes on 7 shareowner proposals, only if properly presented			•Vote for each proposal •Vote against each proposal •Abstain from voting on the proposals			AGAINST EACH PROPOSAL			72

Corporate Governance

Selecting Director Nominees

Nomination Process

1			Board Composition Review
			The board’s annual self-evaluation helps the Nominating and Corporate Governance Committee identify needs by assessing areas where additional diversity, perspectives, expertise, skills or experience may be desired. The Nominating and Corporate Governance Committee also conducts regular in-depth board composition reviews.
2			Candidate Identification
			The Nominating and Corporate Governance Committee uses a variety of sources to identify a diverse pool of potential candidates. Sources include board members, members of management, independent consultants and shareowner recommendations. Prospective candidates are evaluated after taking into account feedback from consultants, management and board members, candidate background and qualification reviews, and open discussions between the Nominating and Corporate Governance Committee and the full board. This process allows for active and ongoing consideration of potential directors with a focus on long-term Company strategy.
3			Shortlisted Candidates
			The Nominating and Corporate Governance Committee maintains a diverse list of potential director candidates according to desired skills, experiences and backgrounds. The list is reviewed at each Nominating and Corporate Governance Committee meeting and updated as appropriate. Each candidate is evaluated to ensure that existing and planned future commitments would not materially interfere with expected responsibilities to the Company.
4			Recommendation, Nomination and Election
			Candidates recommended by the Nominating and Corporate Governance Committee and approved by the board are nominated for election. Directors are elected annually.
Result:			5 new independent directors added since 2020; 42% director refreshment since 2020.

Shareowner Recommendations, Nominations and Proxy Access

Board Leadership Structure

Executive Sessions of Independent Directors

Board and Committee Evaluations

Formal Evaluation Process

1			Detailed Formal Annual Evaluation Process
			The Board of Directors, Audit Committee, Compensation and Human Capital Committee, Nominating and Corporate Governance Committee, and Risk Committee each conduct an annual self-assessment. The Nominating and Corporate Governance Committee oversees the annual board assessment process and the implementation of the annual committee self-assessments.
2			Questionnaires
			All board and committee members complete a detailed confidential questionnaire each year. The questionnaire provides for quantitative ratings in key areas, including overall board effectiveness, meeting effectiveness, access to information, information format, board committee structure, access to management, succession planning, meeting dialogue, communication with the CEO, operational reporting, financial oversight, capital structure and financing, capital spending, long-term strategic planning, risk oversight, crisis management and time management. The questionnaire also allows directors to provide written feedback and make detailed anonymous comments.
3			Review
			The results of the committee self-assessments are reviewed by each committee and discussed with the full board. The Nominating and Corporate Governance Committee Chair reviews the results of committee self-assessments and discusses the responses with the chairs of the other board committees as appropriate. The Nominating and Corporate Governance Committee Chair also reviews and discusses the board evaluation results with the full board.
4			Follow-up
			Matters requiring follow-up are addressed by the Nominating and Corporate Governance Committee Chair or the chairs of the other committees as appropriate.
Result			Feedback from evaluations has led to several improvements in board operations, including the format and delivery of board meeting materials, board meeting agendas and recurring topics, strategic planning and oversight, director recruitment practices and orientation, allocation of responsibilities among the board’s committees and succession planning.

Board Refreshment and Succession

Board Oversight of Strategic Planning

Management Development and Succession Planning

Risk Oversight

Board Oversight of Risk

Board of Directors

Risk Committee			Audit Committee			Compensation and Human Capital Committee			Nominating and Corporate Governance Committee
Oversees management’s identification and evaluation of strategic enterprise risks, including risks associated with intellectual property, operations, privacy, technology, information security, cybersecurity and cyber incident response, and business continuity.			Oversees policies with respect to financial risk assessment, including guidelines to govern the process by which major financial and accounting risk assessment and management is undertaken.			Considers risks associated with compensation policies and practices, with respect to both executive compensation and compensation generally, and considers other human capital risks.			Considers risks related to certain ESG matters, including succession planning, political contributions and lobbying, sustainability and stakeholder engagement related risks.

Stakeholder Engagement

We consider the views of our shareowners and other stakeholders when evaluating our ESG policies and practices; for example, in recent years we have:

The Compensation and Human Capital Committee considers shareowner feedback, along with the market information and analysis provided by its independent compensation consultant, when making decisions about our executive compensation programs. We have:

•Announced a number of environmental, social and human capital goals, including a carbon neutral by 2050 goal; •Accelerated our sustainability reporting; •Increased disclosures around individual director racial, ethnic and gender diversity; •Increased our commitments to diversity, equity and inclusion, volunteerism and charitable giving; •Separated the Board Chair and CEO roles; •Appointed an independent Board Chair; •Increased board diversity; •Committed to expanding reporting on lobbying activities; •Revised the Risk Committee charter to specifically identify cybersecurity oversight responsibilities; and •Revised the Compensation and Human Capital Committee charter to include oversight of performance and talent management, diversity, equity and inclusion, work culture and employee development and retention.

•Updated the peer group for executive and director compensation market comparisons; •Enhanced the competitiveness of our performance-based annual compensation program; •Eliminated single-trigger equity vesting following a change in control; •Added relative total shareowner return as a component of our Long-Term Incentive Plan awards; •Adopted performance metrics under incentive compensation plans better designed to tie payouts to increases in shareowner value; •Provided additional detail around the performance measures used for our annual and long-term incentive plans; •Eliminated tax gross-ups; •Entered into protective covenant agreements in favor of UPS with certain executive officers; and •Added an individual payout cap to our annual incentive plan.

Political Contributions and Lobbying

Overview

Oversight and Processes

Lobbying and Trade Associations

Political Activity Transparency

Sustainability

Human Capital Management

Oversight and management

Total rewards

Transformation and human capital

Employee health and safety

Collective bargaining

Majority Voting and Director Resignation Policy

Board Meetings and Attendance

Code of Business Conduct

Conflicts of Interest and Related Person Transactions

Transactions in Company Stock

Corporate Governance Guidelines and Committee Charters

Communicating with the Board of Directors

Our Board of Directors

Proposal 1 — Director Elections

What am I voting on? Election of each of the 12 named director nominees to hold office until the 2024 Annual Meeting and until their respective successors are elected and qualified. Board’s Recommendation: Vote FOR the election of each nominee. Vote Required: A director will be elected if the number of votes cast for that director exceeds the number of votes cast against that director.

Director Nominee Skills, Experience and Diversity

92% Independent        61 years Average age        7.9 years Average tenure

42% Female        33% Ethnically diverse

Skills and Experience / Attributes

CEO

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Digital Technology

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Geopolitical Risk

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Global / International

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Healthcare

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Human Capital Management

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Operational

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Risk / Compliance / Government

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Sales / Marketing

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Small and Medium-Sized Businesses

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Supply Chain Management

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Technology / Technology Strategy

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Other Public Company Board Service

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Race / Ethnicity

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Gender

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Director Nominee Biographical Information

						Carol Tomé UPS Chief Executive Officer			Career Carol was appointed UPS’s Chief Executive Officer effective June 2020. As CEO, Carol has primary responsibility for managing the Company’s day-to-day operations, and for developing and communicating our strategy. She was Chief Financial Officer of The Home Depot, Inc., one of the world’s largest retailers, from 2001; and Executive Vice President Corporate Services from 2007 until her retirement in 2019. At The Home Depot, she provided leadership in the areas of real estate, financial services and strategic business development. Her corporate finance duties included financial reporting and operations, financial planning and analysis, internal audit, investor relations, treasury and tax. She previously served as Senior Vice President Finance and Accounting and Treasurer from 2000 until 2001; and from 1995 until 2000 she served as Vice President and Treasurer at The Home Depot. Carol serves on the Board of Directors of Verizon Communications, Inc. and served on the Board of Directors of Cisco Systems, Inc. until 2020. Reasons for election Carol has a thorough understanding of our strategies and operations as a result of serving as Chief Executive Officer, and from her extensive experience gained from serving on the board and as Chair of the Audit Committee prior to becoming Chief Executive Officer. She has an in-depth knowledge of logistics and has broad experience in corporate finance and risk and compliance gained throughout her career at The Home Depot. She brings the experience of having served as Chief Financial Officer of a complex, multi-national business with a large, labor intensive workforce. Carol also has experience with strategic business development, including e-commerce strategy.
			Age: 66  Director since 2003 Board Committee –Executive (Chair)

						Rodney Adkins Former Senior Vice President, International Business Machines Corporation			Career Rod is President of 3RAM Group LLC, a private company specializing in capital investments, business consulting and property management services. Prior to that role, Rod served as IBM’s Senior Vice President of Corporate Strategy until retiring in 2014. Rod was previously IBM’s Senior Vice President, Systems and Technology Group, a position he held since 2009, and senior vice president of STG development and manufacturing, a position he held since 2007. In his over 30-year career with IBM, a multinational technology company, Rod held a number of other development and management roles, including general management positions for the PC Company, UNIX Systems and Pervasive Computing. Rod currently serves as non-executive Chairman of Avnet, Inc., in addition to serving on the Boards of Directors of PayPal Holdings, Inc. and W.W. Grainger, Inc. He also served on the Board of Directors of PPL Corporation until 2019. Reasons for election As a senior executive of a public technology company, Rod gained a broad range of experience, including experience in emerging technologies and services, global business operations, and supply chain management. He is a recognized leader in technology and technology strategy. In addition, Rod has experience serving as a director of other publicly traded companies.
			Age: 64 Director since 2013 Board Committees –Risk (Chair) –Compensation and Human Capital

						Eva Boratto Chief Financial Officer, Opentrons Labworks, Inc.			Career Eva is the Chief Financial Officer at Opentrons Labworks, Inc., a private biotechnology company leveraging its integrated lab platform to accelerate the pace of innovation in life sciences. She has served in this role since February 2022. Eva served as Executive Vice President and Chief Financial Officer for CVS Health Corporation, a diversified health services company, from 2018 until her retirement in 2021. In this role, Eva was responsible for all aspects of the company’s financial strategy and operations, including accounting and financial reporting, investor relations, mergers and acquisitions, treasury and capital planning, investments, risk management, tax, budgeting and planning, and procurement. Prior to this role, from 2017 to 2018, Eva was Executive Vice President, Controller and Chief Accounting Officer for CVS Health. She served as Senior Vice President and Chief Accounting Officer of CVS Health from 2013 to 2017. Eva joined CVS in 2010 and served as Senior Vice President for pharmacy benefit management finance until 2013. Reasons for election Eva has extensive corporate finance experience gained throughout her career at CVS Health and during her time at Opentrons Labworks. She also brings the experience of having served as Chief Financial Officer of a complex healthcare business with a large workforce and extensive retail presence, and at a smaller, growth oriented business, including deep knowledge of financial reporting and accounting standards. Eva also provides experience with strategic risk management and significant expertise in healthcare matters.
			Age: 56 Director since 2020 Board Committee –Audit (Chair)

						Michael Burns Former Chairman, Chief Executive Officer and President, Dana Incorporated			Career Mike was the Chairman, President and Chief Executive Officer of Dana Incorporated, a global manufacturer of technology driveline, sealing and thermal-management products, from 2004 until his retirement in 2008. He joined Dana Incorporated in 2004 after 34 years with General Motors Company. During his tenure at General Motors, Mike held various positions of increasing responsibility, including serving as President of General Motors Europe AG from 1998 to 2004. Reasons for election Mike has years of senior leadership experience gained while managing large, complex businesses and leading an international organization that operated in a highly competitive industry. He also has experience in design, engineering, manufacturing, and sales and distribution. Mike also brings deep knowledge of technology and the supply of components and services to major vehicle manufacturers.
			Age: 71 Director since 2005 Board Committee –Audit

						Wayne Hewett Senior Advisor to Permira and Non-Executive Chairman, Cambrex Corporation			Career Since 2018, Wayne has served as a senior advisor to Permira, a global private equity firm, and since 2020, as Non-Executive Chairman of Cambrex Corporation, a leading contract developer and manufacturer of active pharmaceutical ingredients and a private portfolio company of Permira Funds. In addition, since 2021, he has served as a director of Lytx, a telematics solutions provider and a portfolio company of Permira Funds. From 2018 to 2021, Wayne also served as Non-Executive Chairman of DiversiTech Corporation, a manufacturer and supplier of HVAC equipment. Wayne served as Chief Executive Officer and as a member of the Board of Directors of Klöckner Pentaplast Group, a leading supplier of plastic films for pharmaceutical, medical devices, food and other specialty applications, from 2015 to 2017. He also served as President and as a member of the Board of Directors of Platform Specialty Products Corporation during 2015, and as President, Chief Executive Officer and as a member of the Board of Directors of Arysta LifeScience Corporation from 2010 to 2015. Arysta was acquired in 2015 by Platform Specialty Products Corporation. Prior to joining Arysta, he served as a senior consultant to GenNx360, a private equity firm focused on sponsoring buyouts of middle market companies. He also spent over two decades at General Electric Company, serving in a variety of executive roles. Wayne currently serves on the Boards of Directors of The Home Depot, Inc. and Wells Fargo, Inc. Reasons for election Wayne has extensive experience in general management, finance, supply chain, operational and international matters gained through serving in various executive roles. He has significant experience executing company-wide initiatives across large organizations, developing proprietary products, optimizing supply chains, and using emerging technologies to provide new products and services. He brings insights on business operations and risk management through his senior management roles. In addition, Wayne has valuable experience serving as a director of other publicly traded companies.
			Age: 58 Director since 2020 Board Committee –Audit

						Angela Hwang Chief Commercial Officer and President, Pfizer Biopharmaceuticals Business, Pfizer, Inc.			Career Angela has been a member of Pfizer, Inc.’s Executive Team since 2018 and currently is Chief Commercial Officer and President of the Pfizer Biopharmaceuticals Business, a position she has held since 2019. In this role, Angela leads Pfizer’s entire commercial business which includes six different businesses reaching patients in more than 125 countries. Angela has been with Pfizer since 1997, working across all geographies and therapeutic areas. Prior to her current role, during 2018 she served as Group President, Pfizer Essential Health; and from 2016 to 2018 she was Global President Pfizer Inflammation and Immunology. Angela has served in various roles with increasing responsibility, including senior roles in Pfizer Vaccines, Primary Care, and Emerging Markets. Angela sits on the boards of the European Federation of Pharmaceutical Industries and Associations, the Pfizer Foundation, a charitable organization that addresses global health challenges, and the US China Business Council. Reasons for election Angela has significant expertise in the healthcare sector and in managing large complex businesses, including supply chain management and logistics. She also has experience in emerging markets gained through her work across many geographies. Angela is also a strong advocate for women’s leadership and sustainable global health equity.
			Age: 57 Director since 2020 Board Committee –Audit

						Kate Johnson President and Chief Executive Officer, Lumen Technologies, Inc.			Career Kate is the President, CEO and a member of the board of directors of Lumen Technologies, Inc., a multinational technology company that integrates network assets, cloud connectivity, security solutions and voice and collaboration tools into one platform for businesses. She has served in these roles since November 2022. Previously, Kate served as President of Microsoft U.S., a division of Microsoft Corporation, from 2017 until 2021. She had responsibility for Microsoft’s U.S. activities, including growing the company’s solutions, services, and support revenues. Prior to Microsoft, she held various senior positions with GE, including Executive Vice President and Chief Commercial Officer GE Digital, from 2016 to 2017; Chief Executive Officer GE Intelligent Platforms Software, from 2015 to 2016; and Vice President and Chief Commercial Officer, from 2013 to 2015. Reasons for election Kate has significant public company leadership experience, including CEO experience and experience leading businesses within large companies undergoing transformation, large systems companies, and technology companies. She brings a strong commercial orientation, strategic experience and technical acumen.
			Age: 55 Director since 2020 Board Committees –Nominating and Corporate Governance –Risk

						William Johnson Former Chairman, President and Chief Executive Officer, H.J. Heinz Company			Career Bill currently serves as UPS’s Board Chair, and previously served as Chairman, President and Chief Executive Officer of H.J. Heinz Company, a global packaged foods manufacturer, from 2000 until his retirement in 2013. He became President and Chief Operating Officer of H.J. Heinz in 1996, and assumed the position of President and Chief Executive Officer in 1998. Bill serves on the Board of Directors of Sovos Brands, Inc. He previously served on the Board of Directors of PepsiCo, Inc. until 2020. Reasons for election Bill has significant senior management experience gained through over 13 years of service as the Chairman and Chief Executive Officer of H.J. Heinz, a corporation with significant international operations and a large, labor intensive workforce. He also has deep experience in operations, marketing, brand development and logistics. He served as our lead independent director from 2016 to 2020, and he has served as our independent Board Chair since 2020, during which time he has gained significant knowledge and expertise about our board functions, operations, business and strategy.
			Age: 74 Director since 2009 –Board Chair since 2020 –Lead Director 2016 – 2020 Board Committees –Nominating and Corporate Governance (Chair) –Executive

						Franck Moison Former Vice Chairman, Colgate-Palmolive Company			Career Franck was Vice Chairman for the Colgate-Palmolive Company, a global consumer products company, a position he held from 2016 until his retirement in 2018. He led Colgate-Palmolive’s operations in Asia, South Pacific and Latin America, and he also led Global Business Development. Previously, he was Chief Operating Officer of Emerging Markets from 2010 until 2016, and he was given additional responsibility for Business Development in 2013. Beginning in 1978, Franck served in various management positions with Colgate-Palmolive, including President, Global Marketing, Global Supply Chain & R&D from 2007 to 2010; and President, Western Europe, Central Europe and South Pacific from 2005 to 2007. He serves on the Boards of Directors of Hanes Brands, Inc. and SES-imagotag in France. He is the Chairman of the International Advisory Board of the EDHEC Business School (Paris, London, Singapore) and is a member of the International Board of the McDonough School of Business at Georgetown University. Reasons for election Franck has extensive experience as a senior executive at a large organization engaged in international business. He is a leader in consumer product innovation, strategic marketing, acquisitions, and emerging market business development. He is a highly accomplished marketing and operating executive in the global consumer products industry. In addition, Franck has experience serving as a director of other publicly traded companies.
			Age: 69 Director since 2017 Board Committees –Nominating and Corporate Governance –Risk

						Christiana Smith Shi Former President of Direct-to-Consumer, Nike, Inc.			Career Christiana is the founder and principal at Lovejoy Advisors, LLC, an advisory services firm that assists clients with digitally transforming consumer and retail businesses. She was the President, Direct-to-Consumer, for Nike, Inc., a global apparel company, from 2013 until 2016. From 2012 through 2013, she was Nike’s Vice President and General Manager, Global Digital Commerce. She joined Nike in 2010 as Vice President and Chief Operating Officer, Global Direct-to-Consumer. Prior to joining Nike, Christiana spent 24 years at global management consulting firm McKinsey & Company, the last 10 as a senior partner. She began her career at Merrill Lynch & Company in 1981 and served in various trading, institutional sales and investment banking roles. Christiana also serves on the Boards of Directors of Mondelēz International, Inc. and Columbia Sportswear Company. She served on the Board of Directors of Williams-Sonoma, Inc. until 2019. Reasons for election Christiana has substantial experience in digital commerce, global retail operations and helping companies with transformative change. She also has strong supply chain and cost management expertise in the global consumer industry. She gained experience advising senior executives at consumer companies across North America, Europe, Latin America and Asia on leadership and strategy. Christiana also has extensive public company board experience.
			Age: 63 Director since 2018 Board Committees –Compensation and Human Capital –Risk

						Russell Stokes President and Chief Executive Officer Commercial Engines and Services, GE Aerospace			Career Russell is President and Chief Executive Officer, Commercial Engines and Services, GE Aerospace, a world-leading provider of jet engines, components and integrated systems for commercial and military aircraft, and a provider of services to support these offerings. He has served in these roles since July 2022 and is responsible for an industry-leading portfolio of engines and services. Russell previously served as President and CEO of GE Aviation Services from 2020 until 2022, where he was responsible for commercial growth, operating performance and customer experience across its global Overhaul and Repair footprint. Prior to this role, Russell was president and CEO of GE Power Portfolio from 2019 to 2020, GE Power from 2017 to 2019, GE Energy Connections from 2015 to 2017, and GE Transportation from 2013 to 2015. He has held other senior roles at GE Transportation and GE Aviation. Russell joined GE in 1997 as part of GE’s Financial Management Program. Reasons for election During his more than 25-year career at GE, Russell has gained deep finance and operating experience through navigating multiple industries, business segments, and market cycles. He has extensive experience in transforming businesses by moving complex business issues into focused, targeted actions for improvement. He has experience in developing solutions and technology required to successfully implement business strategies.
			Age: 51 Director since 2020 Board Committees –Compensation and Human Capital –Nominating and Corporate Governance

						Kevin Warsh Former Member of the Board of Governors of the Federal Reserve System, Distinguished Visiting Fellow, Hoover Institution, Stanford University			Career Kevin serves as the Shepard Family Distinguished Visiting Fellow in Economics at Stanford University’s Hoover Institution, a public policy think tank, and as a Dean’s Visiting Scholar and lecturer at Stanford’s Graduate School of Business. He also serves as advisor at Duquesne Family Office LLC and is a member of the Group of Thirty (G30) and the Panel of Economic Advisers of the Congressional Budget Office (CBO). He was a member of the Board of Governors of the Federal Reserve from 2006 until 2011. From 2002 until 2006, Kevin served at the White House as President George W. Bush’s special assistant for economic policy and as executive secretary of the National Economic Council. Kevin was previously employed by Morgan Stanley & Co., eventually serving as vice president and executive director of the Mergers and Acquisitions department. He also serves on the Board of Directors of Coupang, Inc. Reasons for election Kevin has extensive experience in understanding and analyzing the economic environment, the financial marketplace and monetary policy. He has a deep understanding of the global economic and business environment. Kevin also brings the experience of working in the private sector for a leading investment bank gained during his tenure at Morgan Stanley & Co.
			Age: 52 Director since 2012 Board Committees –Compensation and Human Capital –Nominating and Corporate Governance

Director Independence

Committees of the Board of Directors

Audit Committee(1)			Compensation and Human Capital Committee(2)			Nominating and Corporate Governance Committee			Risk Committee
Eva Boratto, Chair Michael Burns Wayne Hewett Angela Hwang			Ann Livermore, Chair Rodney Adkins Christiana Smith Shi Russell Stokes Kevin Warsh			William Johnson, Chair Kate Johnson Franck Moison Russell Stokes Kevin Warsh			Rodney Adkins, Chair Kate Johnson Ann Livermore Franck Moison Christiana Smith Shi
Meetings in 2022: 9			Meetings in 2022: 5			Meetings in 2022: 4			Meetings in 2022: 4
Primary Responsibilities			Primary Responsibilities			Primary Responsibilities			Primary Responsibilities
•Assisting the board in discharging its responsibilities relating to our accounting, reporting and financial practices •Overseeing our accounting and financial reporting processes •Overseeing the integrity of our financial statements, our systems of disclosure controls and internal controls •Overseeing the performance of our internal audit function •Engaging and overseeing the performance of our independent accountants •Overseeing compliance with legal and regulatory requirements as well as our Code of Business Conduct •Discussing with management policies with respect to financial risk assessment			•Assisting the board in discharging its responsibilities with respect to compensation of our senior executive officers •Reviewing and approving corporate goals and objectives relevant to the compensation of our CEO •Evaluating the CEO’s performance •Overseeing the evaluation of risk associated with our compensation strategy and programs •Overseeing any outside consultants retained to advise the Committee •Recommending to the board the compensation for non-management directors •Overseeing performance and talent management, diversity, equity and inclusion, work culture and employee development and retention			•Addressing succession planning •Assisting the board in identifying and screening qualified director candidates, including shareowner submitted candidates •Recommending candidates for election or reelection, or to fill vacancies, on the board •Aiding in attracting qualified candidates to serve on the board •Recommending corporate governance principles, including the structure, composition and functioning of the board and all board committees, the delegation of authority to subcommittees, board oversight of management actions and reporting duties of management			•Overseeing management’s identification and evaluation of enterprise risks •Overseeing and reviewing with management the Company’s risk governance framework •Overseeing risk identification, tolerance, assessment and management practices for strategic enterprise risks, including cybersecurity risks and cyber incident response •Reviewing approaches to risk assessment and mitigation strategies in coordination with the board and other board committees •Communicating with the Audit Committee to enable the Audit Committee to perform its statutory, regulatory, and other responsibilities with respect to oversight of risk assessment and risk management

(1)All members of the Audit Committee have been designated by the Board of Directors as audit committee financial experts. Each member of the Audit Committee meets the independence requirements of the NYSE and Securities and Exchange Commission (“SEC”) rules and regulations applicable to audit committee members, and each is financially literate.

(2)Each member of the Compensation and Human Capital Committee meets the NYSE’s independence requirements applicable to compensation committee members. In addition, each member is a non-employee director as defined in Rule 16b-3 under the Securities Exchange Act of 1934. None of the members is or was during 2022 an employee or former employee of UPS, and none had any direct or indirect material interest in or relationship with UPS outside of his or her position as a non-employee director. The Compensation and Human Capital Committee may delegate its responsibilities to subcommittees of one or more directors as it may deem appropriate. For information regarding the role of our executive officers and the committee’s independent compensation consultant in determining or recommending the amount or form of executive and director compensation (as applicable), please see the Compensation Discussion and Analysis section and the Director Compensation section below in this Proxy Statement. Compensation Committee Interlocks and Insider Participation: None of our executive officers serves or served during 2022 as a member of a board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board of Directors or Compensation and Human Capital Committee.

Director Compensation

2022 Director Compensation and Outstanding Stock Awards

The following tables set forth the cash compensation paid to individuals who served as directors in 2022 (other than our CEO) and the aggregate value of stock awards granted to those persons in 2022, as well as outstanding director equity awards held as of December 31, 2022.

2022 Director Compensation																		Outstanding Director Stock Awards  (as of December 31, 2022)
Name			Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)			All Other Compensation ($)(2)			Total ($)									Stock Awards
																		Name			Restricted Stock Units (#)			Phantom Stock Units (#)
Rodney Adkins(3)			131,250			174,936			—			306,186						Rodney Adkins			18,069			—
Eva Boratto(3)			136,250			174,936			9,550			320,736						Eva Boratto			2,728			—
Michael Burns			111,250			174,936			—			286,186						Michael Burns			29,954			—
Wayne Hewett			111,250			174,936			—			286,186						Wayne Hewett			2,728			—
Angela Hwang			111,250			174,936			5,350			291,536						Angela Hwang			3,078			—
Kate Johnson			111,250			174,936			5,350			291,536						Kate Johnson			2,414			—
William Johnson(3)(4)			291,250			244,874			4,622			540,746						William Johnson			32,104			—
Ann Livermore(3)			131,250			174,936			5,350			311,536						Ann Livermore			29,954			2,827
Franck Moison			111,250			174,936			—			286,186						Franck Moison			9,938			—
Christiana Smith Shi			111,250			174,936			—			286,186						Christiana Smith Shi			8,018			—
Russell Stokes			111,250			174,936			—			286,186						Russell Stokes			2,414			—
Kevin Warsh			111,250			174,936			—			286,186						Kevin Warsh			20,167			—
																		Carol Tomé(5)			26,052			1,336

(1)The values of stock awards in this column represent the grant date fair value of RSUs granted in 2022, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. RSUs are fully vested on the date of grant and are settled in shares of class A common stock upon the director’s separation from service from UPS.

(2)From time to time, when it is in the best interests of the Company, directors may be allowed or encouraged to bring a spouse to Company sponsored events. In such event, the incremental cost to the Company for spousal attendance is treated as compensation to the director. Amounts in this column represent such cost.

(3)Includes cash compensation for committee chair service.

(4)Includes compensation and stock awards for independent board chair service.

(5)Only includes outstanding stock awards that were granted while serving as an independent director.

Executive Compensation

Compensation and Human Capital Committee Report

Compensation Discussion and Analysis

Named Executive Officer			Title
Carol Tomé			Chief Executive Officer
Brian Newman			Chief Financial Officer
Nando Cesarone			President U.S. and UPS Airline
Kate Gutmann			President International, Healthcare and Supply Chain Solutions
Bala Subramanian (joined UPS in July 2022)			Chief Digital and Technology Officer

Executive Compensation Strategy

We believe it is appropriate to have a clear link between variable pay and operational and financial performance. We seek to develop performance metrics aligned with the Company’s strategy and business model. Long-term incentive awards vest over timeframes aligned with the delivery of long-term shareholder value.

Key Elements of UPS Executive Compensation

Target Direct Compensation

Other Elements of Compensation

Benefits

Perquisites

Retirement Programs

üNEOs generally participate in the same plans as other employees. üIncludes medical, dental and disability plans. üSee further details on page 45.

üLimited in nature; we believe benefits to the Company outweigh the costs. üIncludes financial planning and executive health services that facilitate the NEOs’ ability to carry out responsibilities, maximize working time and minimize distractions. üConsidered necessary or appropriate to attract and retain executive talent. üSee further details on page 45.

üNEOs and most non-union U.S. employees participate in the same qualified plans with the same formulas. üIncludes non-qualified and qualified pension, retirement savings and deferred compensation plans. üSee further details on page 45.

Roles and Responsibilities

Participant and Roles
The Committee •develops principles underpinning executive compensation •sets performance goals upon which incentive payouts are based •evaluates the CEO’s performance •reviews the CEO’s performance assessment of other executive officers •reviews and approves incentive and other compensation of the executive officers •reviews and approves the design of other benefit plans for executive officers •oversees the risk evaluation associated with our compensation strategy and programs •considers whether to engage any compensation consultant, and evaluates their independence •reviews and discusses the Compensation Discussion and Analysis with management •recommends to the board the inclusion of the Compensation Discussion and Analysis in the Proxy Statement •approves the inclusion of the Committee’s report on executive compensation in the Proxy Statement
Independent Members of the Board of Directors •review the Committee’s assessment of the CEO’s performance •complete a separate evaluation of the CEO’s performance •approve the Compensation Discussion and Analysis for inclusion in the Proxy Statement
Independent Compensation Consultant •serves as a resource for market data on pay practices and trends •provides independent advice to the Committee •provides competitive analysis and advice related to outside director compensation •reviews the Compensation Discussion and Analysis •conducts an annual risk assessment of the Company’s compensation programs
Executive Officers •the CEO makes compensation recommendations to the Committee for the other executive officers •the CEO and CFO recommend performance goals under incentive compensation plans and provide an assessment as to whether performance goals were achieved

Compensation Consultant Independence

Peer Group and Market Data Utilization

AT&T, Inc.			FedEx Corporation			McDonald’s Corp.
The Boeing Company			The Home Depot, Inc.			PepsiCo, Inc.
Caterpillar Inc.			Intel Corporation			The Procter & Gamble Company
Cisco Systems, Inc.			Johnson & Johnson			Target Corp.
Comcast Corporation			Lockheed Martin Corporation			Walmart, Inc.
Deere & Company			Lowe’s Companies, Inc.

Internal Compensation Comparisons and Annual Performance Reviews

Base Salary

Management Incentive Program - Annual Awards Overview

2022 MIP Performance Incentive Awards

2022 MIP Payout

Name			Incentive Target (% Base Salary)			Incentive Target Value  ($)			Actual Incentive Value  ($)			Ownership Award Percentage (% of ownership)			Maximum Ownership Award Value  ($)			Actual Ownership Award Value  ($)			Total 2022 MIP Award Payout ($)
Carol Tomé			200			3,000,000			3,000,000			1.25			125,000			107,795			3,107,795
Brian Newman			130			1,027,900			1,027,900			1.50			65,891			65,190			1,093,090
Nando Cesarone			130			1,027,000			1,027,000			1.50			65,833			65,833			1,092,833
Kate Gutmann			130			1,027,000			1,027,000			1.50			65,833			65,833			1,092,833
Bala Subramanian(1)			130			942,500			471,250			1.50			60,417			44,133			515,383

Pay Mix Redesign

Long-Term Incentive Awards

Program			Performance Measures and/or Value Proposition for 2022 Awards			Payment Form and Program Type			Program Objectives
LTIP			Adjusted Earnings Per Share Growth Adjusted Free Cash Flow Relative Total Shareowner Return as a modifier Value increases or decreases with stock price			If earned, RPUs are settled in stock If earned, RPUs generally vest at the end of the three-year performance period			Supports long-term operating plan and business strategy Significant link to shareowner interests
Stock Option			Value recognized only if stock price appreciates			Stock options generally vest 20% per year over five years and have a ten-year term			Significant link to shareowner interests Enhance stock ownership and shareowner alignment

(1)Non-GAAP financial measures. We believe that these non-GAAP measures are appropriate for the determination of our incentive compensation award results because they exclude items that may not be indicative of, or are unrelated to, our underlying operations and provide a useful baseline for analyzing trends in our underlying business. Non-GAAP financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. Our non-GAAP financial information does not represent a comprehensive basis of accounting. Therefore, our non-GAAP financial information may not be comparable to similarly titled measures reported by other companies.

Relative Total Shareowner Return

2020 LTIP Award Payout

2020 LTIP Metrics
			Adjusted Earnings Per Share(1)															Adjusted Free Cash Flow(2)															RTSR
Year			Threshold			Target			Maximum			Actual						Threshold			Target			Maximum			Actual						Actual
2020			$1.56			$4.72			$6.28			$8.16						$2,653			$3,790			$4,927			$7,668						92nd
2021			2.9%			8.7%			11.6%			47.4%						$11,327			$16,182			$21,037			$19,927						45th
2022												6.7%

2020 LTIP Final Results
Performance Period			Adjusted EPS Payout			Adjusted FCF Payout			Performance Payout (Avg)			RTSR Modifier			Result						Weighting						Payout
2020			200%			200%			200%			+ 20%			220%			x			20%			=			44%
2021-2022			141%			177%			159%			0%			159%			x			80%			=			127%
Final Payout																											171%

(1)For 2021-2022, growth in adjusted earnings per share is measured annually, with payout maximized if growth of at least 11.6% is achieved in that year. The final result is an average of the outcomes within the performance period. This method may result in a higher or lower payout than a compound growth calculation, depending upon performance in each of the individual years.

(2)For 2021-2022, adjusted free cash flow is measured on a cumulative basis.

Stock Option Program and 2022 Stock Option Awards

Employment Transition Awards, Retention Arrangements and Recognition Awards

Benefits and Perquisites

Other Compensation and Governance Policies

Consideration of Previous “Say on Pay” Voting Results