Comparing FedEx and UPS Board Composition, Equity Holdings, and Executive Compensation

Here’s a comparison of FedEx and UPS across these key areas, based on their most recent proxy statements and publicly available information:

Board Composition:

FedEx:

• Size: 12 members

• Independent Directors: 10 (83.3%)

• Diversity: While FedEx has made strides in diversity, it still lacks representation in certain areas. The board is composed of mostly white men, with limited representation of women and racial minorities.

UPS:

• Size: 14 members

• Independent Directors: 12 (85.7%)

• Diversity: UPS has a more diverse board composition than FedEx, with a greater number of female and minority directors.

Equity Holdings by Directors:

FedEx:

• Directors hold a significant amount of FedEx stock, demonstrating their vested interest in the company’s success.

• The average holding for independent directors is around $1.6 million.

• Some directors have equity holdings exceeding $5 million.

UPS:

• Directors also hold significant amounts of UPS stock.

• The average holding for independent directors is around $2.5 million.

• Several directors have holdings exceeding $10 million.

Executive Compensation:

FedEx:

• The CEO, Raj Subramaniam, received a total compensation of $16.8 million in 2022.

• This includes salary, bonus, stock awards, and other perks.

• Executive compensation is generally in line with industry averages.

UPS:

• The CEO, Carol Tomé, received a total compensation of $20.4 million in 2022.

• Her compensation package includes a higher salary than FedEx’s CEO, but lower stock awards.

• Executive compensation aligns with the company’s performance and industry trends.

Key Observations:

• Board Independence: Both companies have a high percentage of independent directors, indicating a strong focus on objective decision-making.

• Equity Holdings: The significant equity holdings by directors demonstrate their commitment to the company’s long-term success.

• Executive Compensation: Compensation packages for CEOs at both companies are substantial but align with industry benchmarks and company performance.

• Diversity: UPS demonstrates a greater commitment to board diversity than FedEx, which has an opportunity to improve in this area.

Additional Considerations:

• Board Committees: The composition of committees like the audit, compensation, and nominating committees can reveal further insights into corporate governance and decision-making processes.

• Shareholder Activism: Shareholder activism can influence board composition, executive compensation, and overall corporate strategy.

• Regulatory Environment: The regulatory environment, including laws and regulations related to corporate governance and executive compensation, can impact company practices.