Eva Boratto
UNITED PARCEL SERVICEAbout Eva Boratto
Independent director at UPS since 2020; current Audit Committee Chair. Age 58. Career CFO with deep financial reporting, integration, and risk oversight experience across retail and healthcare; education includes B.S. in Accounting & Economics (Rutgers) and MBA (Drexel). UPS lists her as independent and qualified for audit committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bath & Body Works, Inc. | Chief Financial Officer | Since 2023 | Led corporate finance for global retailer; deep knowledge of reporting and capital strategy . |
| Opentrons Labworks, Inc. | Chief Financial Officer | 2022–2023 | Life sciences finance leadership . |
| CVS Health Corporation | EVP & CFO | 2018–2021 | Led finance post-Aetna integration; pandemic response funding/testing and vaccines support . |
| CVS Health Corporation | EVP, Controller & Chief Accounting Officer | 2013–2018 | Oversight of reporting and controls . |
| CVS Caremark (Pharmacy Services Segment) | SVP & CFO | 2010–2013 | Segment CFO leadership . |
| Merck & Co. | VP U.S. Market Finance Leader; VP IR; Global Pharmaceuticals VP & Controller; prior roles | 1990–2010 | Financial management, investor relations, global controls . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bath & Body Works, Inc. | CFO | Since 2023 | Current executive role; not disclosed as a public company directorship in UPS proxy . |
| Opentrons Labworks, Inc. | CFO | 2022–2023 | Prior executive role . |
| CVS Health; Merck | Multiple finance/controllership roles | 1990–2021 | Senior finance leadership across healthcare . |
No external public-company board seats for Ms. Boratto are disclosed by UPS; other directors list “Public Board Directorships” where applicable, but none are listed for her -.
Board Governance
- Committee assignments: Audit Committee Chair; member roster includes Boratto (Chair), Hewett, Hwang; Burns (not standing for re-election); Clark expected to join post-Annual Meeting .
- Independence: UPS board determined all directors other than the CEO are independent; audit committee members meet NYSE/SEC additional independence criteria; all designated audit committee financial experts .
- Attendance & engagement: Board met 6 times; Audit Committee met 11 times in 2024; all directors attended at least 75% of board/committee meetings; all attended the 2024 Annual Meeting; independent directors hold executive sessions at each regular board meeting .
- Oversight scope: Audit Committee oversees financial reporting integrity, internal controls, internal audit, independent auditor appointment, legal/regulatory compliance, and financial risk assessment policies .
- Auditor oversight: Deloitte appointed for 2025; Audit Committee report signed by Eva Boratto as Chair -.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 120,000 | Standard non-employee director cash retainer . |
| Audit Committee Chair retainer | 25,000 | Additional cash retainer for Audit Chair . |
| RSU annual grant (fully vested at grant) | 185,000 | Required to be held until board separation; dividends reinvested into units . |
| Total 2024 director comp (Eva Boratto) | 330,000 | Cash 145,000 + Stock awards 185,000 . |
2025 changes (effective): Non-employee director cash retainer increased to $125,000; RSU grant to $195,000; Audit Chair retainer to $30,000; Comp & HC Chair retainer to $25,000; targeting peer median competitiveness per FW Cook review .
Performance Compensation
| Equity Award Type | Vesting | Holding Requirement | Performance Metrics |
|---|---|---|---|
| Director RSUs | Fully vested at grant | Must be held until separation; converts to Class A shares at separation | None; director equity is not performance-based . |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| External public boards | None disclosed for Ms. Boratto in UPS proxy . |
| Ordinary-course relationships | Board evaluated transactions with organizations employing certain directors (including Ms. Boratto); none exceeded UPS thresholds; no material related-person transactions since Jan 1, 2024 . |
Expertise & Qualifications
- Financial expertise: Three decades across CFO/controller roles; led Aetna integration at CVS, investor relations, capital strategies, procurement .
- Healthcare and retail sector depth: Pandemic execution at CVS; digital transformation experience; complex operations and large workforce oversight .
- Risk/compliance/governance: Oversight of operational/financial risk management and internal controls across public companies; adoption of mitigation strategies .
- Education: B.S. Accounting & Economics (Rutgers); MBA (Drexel) .
Equity Ownership
| As of Date | Class A Shares | Class B Shares | Total | Ownership % of Outstanding |
|---|---|---|---|---|
| March 3, 2025 | 5,398 | 1,400 | 6,798 | Less than 1% (for all directors individually) . |
Outstanding director equity awards (12/31/2024):
- RSUs outstanding: 5,398 units for Ms. Boratto .
- Policy: Directors prohibited from hedging or pledging UPS stock; RSUs counted towards ownership guidelines and must be held until separation .
Stock ownership guidelines:
- Non-employee directors: 5x annual retainer; expected to meet within five years; RSUs/RPUs count toward guideline .
Governance Assessment
- Strengths: Independent Audit Chair with deep CFO experience; Audit Committee composed solely of independent directors and designated financial experts; robust meeting cadence and full compliance with attendance expectations; prohibition on hedging/pledging; strong director ownership alignment via mandatory RSU holding until separation; no related-party transactions requiring disclosure .
- Pay structure: Balanced cash/equity with modest chair premia; 2025 adjustments moved pay toward peer median based on independent consultant review—supports retention without introducing performance-risk distortions in director pay .
- Potential conflicts: Ms. Boratto’s executive role at a large retailer could imply ordinary-course commercial relationships; UPS’s board reviewed such relationships and found none material; independence affirmed .
- RED FLAGS: None disclosed—no pledging/hedging, no related-party transactions, attendance thresholds met. Monitor ongoing ordinary-course interactions and workload given Audit Chair responsibilities and external CFO role for overboarding risks; UPS states adoption of director overboarding policies and independence standards .