Christiana Smith Shi
UNITED PARCEL SERVICEAbout Christiana Smith Shi
Independent director at UPS since 2018, age 65, with deep consumer/retail, digital commerce, and operational transformation expertise. Past roles include President, Direct-to-Consumer at Nike and Director/Senior Partner at McKinsey; she is Founder and Principal of Lovejoy Advisors. Education: B.A. in International Relations & Economics (Stanford) and MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lovejoy Advisors, LLC | Founder and Principal | 2016–present | Advises consumer/retail businesses on digital transformations |
| Nike, Inc. | President, Direct-to-Consumer; VP/GM Global Digital Commerce; VP/COO Global DTC | 2010–2016 | Led global e-commerce and DTC expansion; accelerated digital growth |
| McKinsey & Company | Director and Senior Partner | 2000–2010 (with roles from 1986–2000) | Built proprietary retail knowledge in merchandising, omnichannel and e-commerce; led transformations |
| Merrill Lynch & Company | Various management roles | Prior to McKinsey | Finance/strategy grounding (briefly noted) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbia Sportswear Company | Director | Since 2022 | Current public company board |
| Mondelez International, Inc. | Director | 2016–2023 | Prior public company board |
| Williams Sonoma, Inc. | Director | 2017–2019 | Prior public company board |
Board Governance
- Independent director; UPS board has determined all directors other than the CEO are independent and committee members meet heightened independence standards .
- Committee assignments: Chair, Compensation and Human Capital Committee; Member, Risk Committee .
- Committee activity in 2024: Compensation and Human Capital met 5 times; Risk Committee met 4 times (including joint meetings with Audit) .
- Attendance: All directors attended ≥75% of board/committee meetings; all then-members attended the 2024 Annual Meeting; independent directors met in executive session at all regular board meetings .
- Governance practices include majority voting, director resignation policy, executive sessions each regular meeting, and robust committee charters (including human capital and cybersecurity oversight) .
Fixed Compensation
| Component | 2024 Amount | 2025 Changes | Notes |
|---|---|---|---|
| Annual cash retainer | $120,000 | $125,000 | Standard for non-employee directors |
| Committee chair cash retainer (Comp & HC) | $20,000 | $25,000 | Increased effective 2025 |
| Total cash fees (2024 actual) | $140,000 | — | Shi’s 2024 “Fees Earned” |
| Annual RSU grant (grant-date fair value) | $185,000 | $195,000 | Increased effective 2025 |
| 2024 total director compensation | $325,000 | — | Shi’s total (cash + stock awards) |
| RSU holding requirement | Hold until board separation | — | Dividends reinvested; RSUs fully vested at grant |
Performance Compensation
- UPS directors do not have performance-based pay; equity is time-vested RSUs held until separation . As Compensation Chair, Shi oversees executive incentive design; 2024 programs are summarized below.
| 2024 MIP Metric | Target | Actual | Weighted Payout Score |
|---|---|---|---|
| Consolidated Revenue | $93.8B | $91.1B | 41.9% |
| Consolidated non-GAAP Adjusted Operating Profit | $10.0B | $8.9B | 36.5% |
| Enterprise Total Committed Service | 96.1% | 96.8% | 12.4% |
| 2024 MIP Payout Factor | — | — | 91% |
| 2022 LTIP Final Results (3-year: 2022–2024) | EPS Payout | FCF Payout | Performance Avg | RTSR Modifier | Final Payout |
|---|---|---|---|---|---|
| LTIP Outcome | 67% | 56% | 62% | -20% | 42% |
- 2024 LTIP metrics: non-GAAP adjusted EPS (weighted 50%), non-GAAP adjusted free cash flow (50%), with RTSR modifier; max payout 220% .
Other Directorships & Interlocks
- UPS notes immaterial ordinary-course transactions with companies associated with directors; none required related-party disclosure since Jan 1, 2024, and independence was not impaired .
- No compensation committee interlocks or insider participation; none of UPS executive officers served on boards/comp committees of companies with reciprocal executive overlap .
Expertise & Qualifications
- Consumer/Retail and Digital Technology: Led Nike DTC and Global Digital Commerce; advises digital transformations at Lovejoy Advisors .
- Operations and Supply Chain: Experienced operator of large multichannel retail organizations; transformation programs and cost management .
- Governance/Human Capital: Chairs Compensation and Human Capital Committee overseeing pay design, talent, and workforce matters .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total Beneficial Ownership |
|---|---|---|---|
| Christiana Smith Shi | 11,165 | — | 11,165 |
- Outstanding director equity awards at 12/31/2024: RSUs 11,165 (held until separation) .
- Ownership guidelines: Directors must hold 5x annual retainer; as of 12/31/2024, all directors subject ≥5 years exceeded targets (Shi has served since 2018) .
- Hedging/pledging prohibited for directors; no short sales allowed .
Governance Assessment
- Strengths: Independent director; Chair of Compensation & Human Capital with demonstrable oversight (clawback policy adoption, removal of single-trigger CIC equity, addition of RTSR to LTIP; peer group annually reviewed; FW Cook independent) . Attendance and engagement standards met; executive sessions each regular meeting; committee charters cover human capital and cybersecurity risk via the Risk Committee where Shi also serves .
- Alignment: RSU holding requirements and 5x retainer ownership guideline; beneficial ownership disclosed; no hedging/pledging; director equity ties value to long-term stock performance .
- Say-on-Pay signal: 2024 advisory vote approval ~87%, indicating broad shareholder support for compensation programs overseen by the Committee .
- Conflicts/Red Flags: None identified—no related-party transactions requiring disclosure; independence preserved; no tax gross-ups on equity or golden parachute excise taxes .