John Morikis
UNITED PARCEL SERVICEAbout John Morikis
John Morikis (age 61) was appointed to the UPS Board of Directors on June 2, 2025, and joined the Audit Committee upon appointment. He is the retired Chairman, President and CEO of The Sherwin-Williams Company and brings deep experience in global operations, supply chain optimization, acquisition integration, and large-scale business transformation. He currently serves on the boards of General Mills, Inc. and Whirlpool Corporation, and recently retired as Executive Chairman and board member at Sherwin-Williams.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sherwin-Williams | Chairman, President & CEO; previously President & COO; Group President; Division President; earlier roles incl. management trainee | Not disclosed | Led a company-wide overhaul emphasizing talent, innovation, customer-driven solutions, and value-added products; extensive experience in global operations and transformation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | Director | Current | Public board role; adds consumer/CPG perspective |
| Whirlpool Corporation | Director | Current | Public board role; industrial/consumer durables perspective |
| Sherwin-Williams | Executive Chairman; Director | Recently retired | Prior executive chair and board member; extensive coatings industry and global operations background |
Board Governance
- Committee assignments: Audit Committee member at UPS upon appointment. Audit Committee service requires independence and financial literacy under NYSE standards; UPS states Audit and Compensation Committee members meet additional independence criteria under NYSE rules.
- Independence status: Appointment to the Audit Committee is consistent with UPS’s stated practice that Audit Committee members meet NYSE independence criteria.
- Tenure on this board: Director since June 2, 2025.
- Attendance/engagement: Not yet disclosed (appointment mid-2025).
- Conflicts/related-party exposure: UPS disclosed no Item 404(a) related person transactions for Mr. Morikis at appointment; he will receive standard non-employee director compensation. UPS further disclosed no related person transactions since Jan 1, 2024 requiring proxy disclosure and prohibits hedging/pledging by directors.
Fixed Compensation
UPS director compensation framework (non-employee) and 2025 updates:
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Cash Retainer | $120,000 | $125,000 | Paid quarterly; may be deferred under UPS Deferred Compensation Plan (no company contributions) |
| Annual RSU Award (fully vested at grant; held until separation) | $185,000 | $195,000 | RSUs convert to Class A shares at separation; dividends reinvested in additional units |
| Audit Committee Chair Retainer | $25,000 | $30,000 | Mr. Morikis is an Audit Committee member, not chair (no chair premium) |
| Comp & Human Capital Chair Retainer | $20,000 | $25,000 | — |
| Independent Board Chair add’l cash retainer | $160,000 | $160,000 | Plus $70,000 additional RSU award (Board Chair) |
- Mr. Morikis will be compensated “in accordance with UPS’s director compensation practices” substantially as described in the March 17, 2025 proxy; based on the policy above, his 2025 compensation is expected to reflect the $125,000 cash retainer and $195,000 annual RSU award for non-employee directors (no committee chair fee).
Performance Compensation
- UPS does not use performance-based metrics for non-employee director equity; annual director RSUs are fully vested at grant and are required to be held until separation from the board; dividends are reinvested and subject to the same terms.
- Therefore, no pay-for-performance targets (e.g., EPS/TSR) apply to director compensation structure.
| Equity Award Feature | Term |
|---|---|
| Vesting | Fully vested at grant (director RSUs) |
| Holding Requirement | Must hold until separation from board; settle in Class A shares at separation |
| Dividends | Reinvested into additional units; subject to same terms |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Consideration |
|---|---|---|
| General Mills, Inc. | Director | Customer/supplier relationships are not disclosed; UPS states no related-person transactions requiring disclosure; any ordinary-course relationships reviewed for immateriality under governance guidelines |
| Whirlpool Corporation | Director | Same as above |
| Sherwin-Williams (recently retired Executive Chairman/Director) | Former leadership/board | UPS disclosed no related-person transactions involving Mr. Morikis at appointment (Item 404(a)) |
Expertise & Qualifications
- Global operations and supply chain optimization across complex, multinational organizations; acquisition integration and transformation leadership; decades of public company board experience.
- Audit Committee seat aligns with governance oversight and financial acumen expected for committee members under NYSE standards; UPS states Audit Committee members meet enhanced independence criteria.
Equity Ownership
- Insider filings: After joining the board, Mr. Morikis filed Forms 4 reporting beneficial ownership changes in 2025. Publicly accessible filings include:
- Form 4 filed June 3, 2025 (initial UPS director equity activity following appointment)
- Form 4 filed August 26, 2025
- Form 4 filed October 2, 2025
- Director stock ownership guidelines: Non-employee directors are expected to own at least 5x the annual retainer within five years; RSUs and deferred units count toward compliance; RSUs are held until separation. Hedging and pledging of UPS stock by directors are prohibited.
Insider Trades (2025)
| Date Filed | Form | Description/Notes | Source |
|---|---|---|---|
| 2025-06-03 | Form 4 | Initial reporting of beneficial ownership changes after board appointment | |
| 2025-08-26 | Form 4 | Subsequent ownership update | |
| 2025-10-02 | Form 4 | Subsequent ownership update |
Governance Assessment
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Strengths for investor confidence:
- Audit Committee appointment adds an experienced operator with extensive public board exposure; aligns with UPS’s emphasis on independent committee oversight under NYSE standards.
- No related person transactions disclosed at appointment (Item 404(a)), and UPS maintains strict related-party review, hedging/pledging prohibitions, and director RSU holding requirements that enhance alignment.
- Director pay mix emphasizes equity held until separation, reinforcing long-term alignment; 2025 adjustments move director compensation to peer-median levels without ancillary perquisites.
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Watch items:
- Multiple outside public boards (General Mills, Whirlpool) raise normal time-commitment considerations; no specific overboarding concerns or policy exceptions are disclosed, but continued monitoring of engagement and committee workload is prudent.
- Attendance metrics will become available in the next proxy cycle; evaluate meeting participation and Audit Committee contributions once disclosed.
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Red flags:
- None disclosed: no related-party transactions requiring disclosure, no hedging/pledging, and compensation adheres to standard non-employee director structure.