Kate Johnson
UNITED PARCEL SERVICEAbout Kate Johnson
Kate Johnson (age 57) is an independent director of UPS (director since 2020), and the President and Chief Executive Officer of Lumen Technologies (since 2022). She brings deep digital and technology expertise from senior roles at Microsoft, GE, and Oracle, and holds a B.S. in Electrical Engineering from Lehigh University and an MBA in Finance from the Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | President, Microsoft U.S. | 2017–2021 | Drove technology strategy and record cloud revenue growth in a 10,000-person field organization; member of Global Sales & Marketing leadership team . |
| General Electric | EVP & Chief Commercial Officer, GE Digital; CEO, GE Intelligent Platforms Software; VP & Chief Commercial Officer | 2013–2017 (various) | Built commercial capability across GE Enterprise Solutions/Intelligent Platforms/GE Digital; tech and commercial transformation leadership . |
| Oracle Corporation | SVP, North America Technology and Government Consulting | 2007–2013 | Led large-scale technology and consulting businesses, public sector focus . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Lumen Technologies | President & Chief Executive Officer; Director (public company board) | 2022 | Operates at the intersection of network assets, cloud connectivity, security, collaboration; public board directorship disclosed . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent by the UPS Board; no material relationships. Ordinary-course transactions tied to organizations employing certain directors (including Kate Johnson) were below thresholds and not material; all non-CEO directors are independent . |
| UPS Board Committees | Nominating & Corporate Governance; Risk . |
| Committee Focus | Nominating & Corporate Governance: director nominations, governance guidelines, ESG oversight; Risk: enterprise risk, cyber risk oversight and incident response . |
| Attendance | All directors attended at least 75% of Board and committee meetings in 2024; Board met 6 times; Risk met 4 times; Nominating & Corporate Governance met 4 times. All directors attended the 2024 Annual Meeting . |
| Executive Sessions | Independent directors hold executive sessions at each regular Board meeting . |
| Board Leadership | Independent Board Chair (William Johnson); roles of Chair and CEO separated . |
| Overboarding Policy | UPS adopted a director overboarding policy as part of governance updates (policy in place; limits not specified in proxy summary) . |
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Chair Fee (if any) | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $120,000 | $0 (not a chair) | $120,000 | Standard non‑employee director retainer . |
| 2025 (effective) | $125,000 | N/A | $125,000 | Retainer increased effective 2025 . |
Additional structural details:
- RSUs for directors are fully vested at grant but must be held until separation from the Board; dividends reinvested in additional units .
- Director stock ownership guideline: 5x annual retainer; directors subject to the guideline for at least five years exceeded their target ownership as of 12/31/2024 .
Performance Compensation (Director)
Directors do not receive performance-based pay at UPS. Equity compensation is service-based RSUs (no performance metrics) that are fully vested at grant and held until board separation; no options or PSUs are granted to non-employee directors .
| Component | Metric(s) | Weight | Vesting/Structure |
|---|---|---|---|
| RSU (Director) | None (service-based) | N/A | Fully vested on grant; mandatory hold until separation from Board; dividends reinvested . |
Other Directorships & Interlocks
| Type | Company | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public Board | Lumen Technologies | Director | UPS discloses ordinary-course transactions with companies associated with directors; none material or exceeding policy thresholds; Board determined independence . |
| Compensation Committee Interlocks | N/A | N/A | UPS discloses no compensation committee interlocks or insider participation in 2024 . |
Expertise & Qualifications
- Digital technology and technology strategy: Led Microsoft U.S. and now leads Lumen’s platform-based connectivity and security solutions .
- Commercial leadership and sales/marketing: Material experience in enterprise sales and go-to-market at Microsoft, GE, and Oracle .
- Education: B.S. Electrical Engineering (Lehigh); MBA Finance (Wharton) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Kate Johnson | 5,056 | 0 | 5,056 | Beneficial ownership as of March 3, 2025; all directors and officers individually hold <1% of outstanding shares; RSUs count towards Class A upon board separation . |
Additional alignment and risk controls:
- Hedging/pledging: Directors are prohibited from hedging or pledging UPS stock; short sales prohibited .
- RSU holding requirement until board separation strengthens alignment with long-term shareholders .
- Outstanding director stock awards at 12/31/2024 for Kate Johnson: 5,056 RSUs (director awards) shown in the director compensation/awards table .
Governance Assessment
- Board effectiveness and fit: Johnson’s placement on the Risk Committee aligns with her cyber/technology background (oversight of enterprise/cyber risks), while Nominating & Corporate Governance links her to board composition and ESG oversight; both support investor confidence in digital risk and governance rigor .
- Independence and conflicts: Board affirmed her independence; ordinary-course dealings with companies employing directors (including Johnson) were non-material and below thresholds; no related-person transactions requiring disclosure since 1/1/2024; hedging/pledging prohibited—low conflict risk profile .
- Engagement and attendance: UPS disclosed all directors met at least the 75% attendance threshold; independent executive sessions occur each regular meeting—constructive oversight processes are in place .
- Compensation and ownership alignment: Director pay mix balanced ($120k cash + $185k RSUs in 2024; increases effective 2025) with mandatory RSU holding until board departure and a 5x retainer ownership guideline—clear long-term alignment; no performance-based director equity that could bias risk oversight .
- Overboarding/time risk: UPS has adopted an overboarding policy; proxy does not specify limits in summary. Johnson concurrently serves as Lumen CEO and on Lumen’s board; no attendance shortfalls disclosed and independence maintained—monitor for time-commitment pressures but no current red flag from UPS disclosures .
- Shareholder sentiment context: UPS reported ~87% approval on Say‑on‑Pay at the 2024 Annual Meeting, signaling generally supportive governance/compensation practices at the company level (contextual to board oversight quality) .