Kevin Clark
About Kevin Clark
Kevin Clark (age 62) is an independent director of UPS, appointed to the Board on March 3, 2025; he is Chairman and CEO of Aptiv PLC and is expected to join UPS’s Audit Committee following the 2025 Annual Meeting . The Board has determined all current director nominees other than the CEO are independent; the Board also designated all current and prospective Audit Committee members (including Clark upon joining) as audit committee financial experts . Clark holds a B.S. in Finance Administration and an MBA from Michigan State University, with prior executive experience spanning CEO/COO/CFO roles and technology-led transformations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aptiv PLC (Delphi predecessor) | Chairman & CEO (since 2022); President & CEO (2017–2022); President & CEO, Delphi (2015–2017); EVP & COO (2014–2015); EVP & CFO (2010–2014) | 2010–present | Led Aptiv’s transformation toward electrification, digitization, AI and automation; modernized manufacturing footprint to enhance resiliency and efficiency . |
| Liberty Lane Partners | Founding Partner | 2007–2010 | Private equity investing and portfolio company oversight . |
| Fisher Scientific International | VP & CFO | 2001–2006 | Oversaw finance; guided a $10B merger and multiple IPO/M&A transactions . |
External Roles
| Organization | Role | Tenure | Boards/Committees |
|---|---|---|---|
| Aptiv PLC | Chairman & CEO; Director | Director since 2015; CEO since 2017; Chair since 2022 | Public company directorship at Aptiv (current) . |
Board Governance
- Committee assignments and chair roles:
- Expected Audit Committee member after 2025 Annual Meeting; Board has designated all current/prospective Audit Committee members as financial experts .
- No UPS committee chair role disclosed for Clark.
- Independence and conflicts:
- Board determined Clark is independent; it reviewed ordinary-course transactions with organizations employing directors (including Clark) and found none exceeded thresholds or were material; UPS disclosed no related person transactions requiring disclosure since Jan 1, 2024 .
- Attendance and engagement:
- In 2024, UPS held 6 Board meetings; all directors met the 75% attendance expectation; independent directors met in executive session at each regular meeting. Clark joined in 2025 (so 2024 attendance metrics are Board-wide context) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-employee director, 2025) | $125,000 | Increased effective 2025 from $120,000 to improve market competitiveness . |
| Committee member fees | Not disclosed | Only committee chair retainers disclosed; no separate member fees cited . |
| Committee chair retainer (Audit) | $30,000 | For Audit Committee chair only (not applicable to Clark as a member) . |
| Board Chair additional cash retainer | $160,000 | For independent Board Chair only (not applicable to Clark) . |
| Expenses | Reimbursed | Board-related expenses reimbursed . |
| Compensation framework for new director | Standard practice | 8-K confirms Clark will receive standard non-employee director compensation . |
Performance Compensation
| Component | Amount/Terms | Vesting/Alignment |
|---|---|---|
| Annual RSU grant (2025) | $195,000 grant-date value | RSUs are fully vested on grant but must be held until separation from the Board; dividends deemed reinvested; aligns director interests with long-term shareholders . |
| Equity plan design | — | UPS prohibits hedging/short sales/pledging by directors; enhances alignment and risk controls . |
Note: UPS does not use performance metrics (e.g., TSR or operating targets) for director equity; RSUs are time-based and subject to mandatory holding until board service ends .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Assessment |
|---|---|---|
| Aptiv PLC | Chairman & CEO; Director | UPS reviewed ordinary-course relationships with director-affiliated companies during independence assessment; no material relationships or thresholds were exceeded; Board affirmed independence . UPS disclosed no related person transactions requiring Item 404(a) disclosure for Clark in his appointment 8-K . |
Expertise & Qualifications
- Technology/Technology Strategy: Led Aptiv’s pivot to electrification, digitization, AI and automation; broad experience across software, compute and electrical architecture for mobility and adjacent industries .
- CFO/Finance and M&A: Operationally focused finance leader; oversaw two IPOs and a $10B merger at Fisher Scientific; disciplined capital allocation and cost rationalization .
- Supply Chain/Operations: Drove manufacturing modernization and automation across global footprints; managed complex supply chain disruptions (e.g., COVID-19) .
- Education: B.S. in Finance Administration and MBA, Michigan State University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares beneficially owned | 408 | As of March 3, 2025 . |
| Class B shares beneficially owned | 228 | As of March 3, 2025 . |
| Total UPS shares | 636 | As of March 3, 2025 . |
| Ownership as % outstanding | <1% | All directors and officers individually held less than 1% of each class; group total <1% . |
| Stock ownership guideline | 5x annual director retainer | Directors expected to reach within 5 years; RSUs count toward ownership and are held until separation . |
| Hedging/pledging | Prohibited | No hedging, pledging, short sales permitted for directors . |
Governance Assessment
- Strengths supporting investor confidence:
- Independent director; expected Audit Committee service with financial expert designation enhances financial oversight .
- Deep technology, supply chain and finance expertise aligns with UPS’s complex logistics and digital transformation priorities .
- Director pay mix emphasizes long-term alignment: mandatory-hold RSUs; robust ownership guidelines; no hedging/pledging .
- No related person transactions for Clark; UPS reports none requiring disclosure since Jan 1, 2024; independence evaluated rigorously each year .
- Watch items:
- Dual role as a sitting public company CEO (Aptiv) increases time commitments; UPS has overboarding policies and board evaluations; independence affirmed, and the company conducts annual attendance/effectiveness reviews .
- RED FLAGS: None identified in filings regarding attendance, related-party transactions, hedging/pledging, or director pay anomalies for Clark .