Brian Dykes
UNITED PARCEL SERVICEAbout Brian Dykes
Brian M. Dykes is Executive Vice President and Chief Financial Officer of UPS, appointed July 9, 2024, after more than 25 years at the company across finance, accounting, corporate treasury, M&A, business intelligence and business development in the U.S. and internationally; he is 46 years old . As CFO, he leads financial strategy and the global finance organization, including planning, treasury, tax, reporting, operations and IR . UPS’s 2024 incentive programs tied NEO payouts to full-year performance metrics (revenue, non‑GAAP adjusted operating profit, total committed service), with a 2024 MIP payout factor of 91% and the 2022 LTIP paying out at 42% of target (RTSR modifier −20%), underscoring the pay-for-performance framework during Dykes’ initial CFO tenure . UPS returned to year‑over‑year revenue and profit growth starting in Q3 2024 per the board chair’s letter, framing management’s execution backdrop .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UPS | Executive Vice President & Chief Financial Officer | Jul 9, 2024 – Present | Leads global finance; responsible for financial strategies, planning, treasury, tax, financial reporting, financial operations, and investor relations . |
| UPS | SVP, Global Finance & Planning | Apr 2023 – Jul 2024 | Oversaw enterprise finance and planning; senior leadership role preceding CFO appointment . |
| UPS | Finance/Accounting; Corporate Treasury; M&A; Business Intelligence; Business Development (U.S. & International) | Over 25 years | Progressive roles building financial and strategic acumen across key functions and geographies . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary (annual rate) | $725,000 | Set upon CFO appointment effective July 9, 2024 . |
| Salary Paid (FY2024) | $619,553 | Reflects partial-year CFO service and timing . |
| Stock Ownership Guideline | 5x annual salary (Other Executive Officers) | Applies to executive officers; expected to reach target within 5 years . |
| All Other Compensation (FY2024) | $117,856 | Includes retirement contributions, plan match, restoration plan contributions, life insurance, financial planning, healthcare benefits . |
| 401(k) Plan Retirement Contributions | $27,600 | Per plan; see program description . |
| Restoration Savings Plan Contributions | $57,341 | Non-qualified restoration replacing limits in qualified plan . |
| 401(k) Match | $10,350 | Company match . |
| Life Insurance Premiums | $1,033 | Executive benefit . |
| Financial Planning Services | $14,874 | Reimbursed up to $15,000/year . |
| Healthcare Benefits | $6,658 | Executive health services . |
Performance Compensation
Annual MIP Design and Outcomes (FY2024)
| Metric | Weighting | Target | Actual | Weighted Payout Contribution |
|---|---|---|---|---|
| Consolidated Revenue | 45% | $93.8B | $91.1B | 41.9% . |
| Consolidated non‑GAAP Adjusted Operating Profit | 45% | $10.0B | $8.9B | 36.5% . |
| Enterprise Total Committed Service | 10% | 96.1% | 96.8% | 12.4% . |
| MIP Payout Factor | — | — | — | 91% . |
| Executive | Target Bonus (% Salary) | Target Value ($) | 2024 MIP Payout Factor | Actual Bonus Paid ($) |
|---|---|---|---|---|
| Brian Dykes | 115% | $833,750 | 91% | $758,713 . |
Key 2024 compensation decisions included returning to annual goal setting for MIP, revising metric weightings to align with strategy, removing payout discretion, and below‑target MIP/LTIP outcomes reflecting company performance .
Long-Term Incentive Program (LTIP) Structure
| Element | Detail |
|---|---|
| Vehicles | Restricted Performance Units (RPUs) with 3-year performance period; Stock Options vest 20% annually over 5 years; 10‑year term . |
| Metrics (LTIP) | Non‑GAAP Adjusted EPS (50%); Non‑GAAP Adjusted Free Cash Flow (50%); RTSR modifier vs S&P 500: +20% above 75th percentile; −20% below 25th percentile . |
| LTIP Target (Dykes) | 450% of base salary; stock options grant value 50% of base salary (pre‑promotion 20%) . |
| 2022 LTIP Payout | EPS payout 67%; FCF payout 56%; avg 62%; RTSR modifier −20%; Final payout 42% . |
2024 Equity Grants to Dykes
| Grant Date | Instrument | Estimated Future Payouts (RPUs) Target (#) | Exercise Price | Grant-Date FV ($) |
|---|---|---|---|---|
| Mar 20, 2024 | LTIP RPUs | 6,688 | — | $1,057,774 . |
| Sep 30, 2024 | LTIP RPUs (promotion adjustment) | 11,078 | — | $1,442,356 . |
| Mar 20, 2024 | Stock Options | — | $154.76 | $103,515; options count 2,978 . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (as of Mar 3, 2025) | 19,529 Class A shares; 0 Class B shares . |
| Ownership as % of Outstanding | All executive officers and directors individually held less than 1% of each class; group total <1% . |
| Outstanding Equity (12/31/2024) | RSUs: 2,603 units (market value $328,244 at $126.10); Unearned RPUs at target: 23,971 units (market value $3,022,743) . |
| Options Outstanding (12/31/2024) | Exercisable: 1,465 (@$165.66); 616 (@$214.58); 487 (@$185.54); Unexercisable: 977 (@$165.66); 925 (@$214.58); 1,948 (@$185.54); 2,978 (@$154.76) . |
| Vesting Schedules | Stock options vest 20% per year over five years; RPUs vest if earned at end of performance period (2023 LTIP ends 12/31/2025; 2024 LTIP ends 12/31/2026) . |
| Hedging/Pledging | Hedging and pledging UPS stock prohibited for executives and directors . |
| Stock Ownership Guidelines | 5x annual salary for executive officers; expected compliance within 5 years; NEOs subject for ≥5 years exceeded targets as of 12/31/2024 . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | UPS generally does not enter fixed‑term employment or separate change‑in‑control agreements with executive officers; at‑will employment . |
| Protective Covenants | Executives subject to confidentiality, non‑competition and non‑solicitation covenants . |
| Severance Plan (Key Employee) | Upon involuntary termination without cause: cash equal to 1x base salary + 1x target MIP; pro‑rata MIP based on actual performance; COBRA differential; career counseling up to $20,000 . |
| Change‑in‑Control | Double trigger required (CIC plus qualifying termination/failure to assume awards) for accelerated vesting; options/RSUs/RPUs treatment per plan; no tax gross‑ups on equity awards or golden parachute excise taxes . |
| Clawback | NYSE‑compliant incentive compensation clawback policy for accounting restatements . |
| Potential Payments (as of 12/31/2024) | Dykes: Separation pay $1,590,365; accelerated/continued vesting of equity $1,580,543; total $3,170,908 (involuntary w/o cause or CIC with qualifying termination) . |
Deferred Compensation & Pension
| Plan | 2024 Executive Contributions ($) | 2024 Company Credits ($) | 2024 Earnings ($) | 2024 Year-End Balance ($) |
|---|---|---|---|---|
| UPS Deferred Compensation Plan | $30,978 | — | $21,999 | $162,439 . |
| UPS Restoration Savings Plan | — | $57,341 | $4,556 | $52,086 . |
| Pension Plan | Years Credited Service | Present Value of Accumulated Benefit (as of 12/31/2024) |
|---|---|---|
| UPS Retirement Plan | 22.58 | $472,431 . |
| UPS Excess Coordinating Benefit Plan | — | — (not yet eligible/credited) . |
Performance Compensation Details
| Metric | Weighting | Target Setting Approach | Vesting/Payment | Notes |
|---|---|---|---|---|
| MIP Revenue | 45% | Annual consolidated revenue target ($93.8B) | Cash (unless elected in shares) | 2024 actual $91.1B; below target . |
| MIP Adjusted Operating Profit | 45% | Annual non‑GAAP adjusted OP ($10.0B) | Cash | 2024 actual $8.9B; below target . |
| MIP Total Committed Service | 10% | On‑time service metric (96.1%) | Cash | 2024 actual 96.8%; above target . |
| LTIP Adjusted EPS | 50% | 3‑year EPS growth targets | RPUs settle in stock | EPS measures profitability; payout certified post‑period . |
| LTIP Adjusted FCF | 50% | 3‑year aggregate FCF target | RPUs settle in stock | FCF measures cash generation after capex . |
| LTIP RTSR Modifier | ±20% | Relative TSR vs S&P 500 | Applies to LTIP payout | 2022–2024 RTSR ranked 14th percentile; −20% modifier . |
Investment Implications
- Alignment and risk: High at‑risk mix (MIP 115% of salary, LTIP 450% of salary, stock options) tightly linked to revenue, adjusted operating profit, service quality, EPS and FCF; clawback, double‑trigger CIC terms and no tax gross‑ups strengthen alignment and governance .
- Vesting calendar and potential selling pressure: Options from 2024 grant vest 20% annually through 2029; RPUs from 2023 LTIP vest based on performance at 12/31/2025, and 2024 LTIP at 12/31/2026, which may create periodic liquidity events if shares are sold upon settlement; hedging/pledging is prohibited, moderating alignment risk .
- Ownership: Beneficial ownership is modest (<1% individually); strong stock ownership guidelines (5x salary) apply, with long‑dated vesting encouraging retention; Dykes has RSUs and significant unearned RPUs tied to performance .
- Pay-for-performance signal: Below‑target 2024 MIP and 2022–2024 LTIP (42%) demonstrate payout sensitivity to execution, suggesting compensation will reflect operational improvements or shortfalls going forward .