Kevin Warsh
UNITED PARCEL SERVICEAbout Kevin M. Warsh
Kevin M. Warsh is an independent director of UPS (director since 2012), age 54, with deep macroeconomic, financial markets, and public policy expertise. He served on the Federal Reserve Board of Governors (2006–2011), advised President George W. Bush as Special Assistant for Economic Policy (2002–2006), and was a VP/Executive Director in M&A at Morgan Stanley (1995–2002). He is the Shepard Family Distinguished Visiting Fellow in Economics at Stanford’s Hoover Institution (since 2012) and Advisor/Partner at Duquesne Family Office (since 2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Board of Governors | Member | 2006–2011 | Served as Fed’s representative to G‑20; emissary to advanced/emerging Asian economies; critical role during 2008 financial crisis |
| The White House (National Economic Council) | Special Assistant for Economic Policy; Executive Secretary | 2002–2006 | Advised on U.S. economy, capital markets, securities, banking and insurance |
| Morgan Stanley & Co. | VP & Executive Director, Mergers & Acquisitions | 1995–2002 | Strategic growth and financial analysis expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University – Hoover Institution | Shepard Family Distinguished Visiting Fellow in Economics | Since 2012 | Public policy thought leadership |
| Duquesne Family Office LLC | Advisor / Partner | Since 2011 | Investment advisory alongside Stanley F. Druckenmiller |
| Coupang, Inc. | Director | Since 2019 | Public company board service |
| Group of Thirty (G30) | Member | Not disclosed | Global monetary policy forum participation |
| Congressional Budget Office | Panel of Economic Advisers | Not disclosed | Fiscal/economic advisory |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Compensation and Human Capital; Nominating and Corporate Governance |
| Committee chair roles | None (chairs: Comp & HC – Christiana Smith Shi; Nominating & CG – William Johnson) |
| Independence status | Board determined all current directors other than CEO are independent; Warsh is independent |
| Meeting cadence & attendance | Board met 6 times; Comp & HC met 5; Nominating & CG met 4 in 2024; all directors attended at least 75% of meetings and the 2024 Annual Meeting |
| Executive sessions | Independent directors meet in executive session at each regular board meeting |
| Board leadership | Independent Board Chair (William Johnson) |
| Tenure on UPS board | Director since 2012 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $120,000 | Non‑employee director retainer; paid quarterly; eligible for deferral |
| Annual RSU grant (2024) | $185,000 (grant‑date fair value) | RSUs fully vested at grant; held until board separation; dividends reinvested as units |
| Committee chair fees (2024) | Not applicable | Warsh is not a chair |
| 2025 changes | Cash retainer $125,000; RSU $195,000; Audit Chair $30,000; Comp & HC Chair $25,000 | Effective beginning 2025 |
2024 Director Compensation (Warsh):
| Fees Earned/Paid (Cash) | Stock Awards | Total |
|---|---|---|
| $120,000 | $185,000 | $305,000 |
Performance Compensation
UPS does not use performance-based metrics for director compensation. Equity awards are RSUs (time-based, fully vested at grant, required to be held until separation) and there are no director stock options or PSU awards tied to performance .
| Feature | Design | Metrics/Triggers |
|---|---|---|
| RSUs (directors) | Fully vested at grant; must be held until separation; dividends reinvested as units | None (no performance metrics) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Coupang, Inc. (since 2019) |
| Committee interlocks | None of UPS executive officers served in 2024 on boards/comp committees of entities with execs serving on UPS board or Comp & HC Committee |
| Related-party exposure | Board evaluated ordinary-course transactions with organizations affiliated with directors, including Warsh; none exceeded thresholds; determined immaterial and did not impair independence |
| Related-person transactions | None requiring disclosure since Jan 1, 2024 |
Expertise & Qualifications
- Financial expertise: Federal Reserve Board member; monetary policy and financial/economic developments; M&A at Morgan Stanley .
- Risk/compliance/government: Senior White House economic policy roles; oversight of capital markets, securities, banking and insurance issues .
- Geopolitical risk: Fed representative to G‑20; international engagement across Asia; recognized expert in global monetary policy .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership – Class A | 24,406 shares |
| Beneficial ownership – Class B | — |
| Total beneficial ownership | 24,406 shares |
| Ownership as % outstanding | Less than 1% (directors and officers individually and as a group) |
| Outstanding director RSUs (12/31/2024) | 24,406 units |
| Phantom stock units (deferred comp plan) | 11,929 units (not included in beneficial ownership table; paid in cash at termination per election) |
| Ownership guidelines (directors) | 5x annual retainer; directors with ≥5 years subject exceeded guideline |
| Hedging/pledging | Prohibited for directors and officers; short sales also prohibited |
Governance Assessment
- Board effectiveness and alignment: Warsh’s macro/financial markets background strengthens UPS oversight of strategy and compensation risk, with independent status and active committee membership on Compensation & Human Capital and Nominating & Corporate Governance . RSU holding requirements and 5x retainer ownership guideline support alignment; directors with ≥5 years (including Warsh) meet/exceed guidelines .
- Compensation structure signals: Director pay is balanced cash/equity with RSUs held until separation; 2025 retainer and RSU increases bring pay to peer median; no performance-linked director equity—reduces complexity and potential misalignment risk .
- Conflicts and red flags: No related-person transactions requiring disclosure since Jan 1, 2024; independence affirmed after review of ordinary course transactions; hedging/pledging prohibited—no pledging risk; compensation committee interlocks none in 2024 .
- Shareholder sentiment: Say-on-pay approval at ~87% in 2024 indicates supportive investor view of compensation oversight environment (context for Warsh’s committee work) .
Overall, Kevin Warsh’s profile and committee roles present low governance risk and solid investor-alignment signals (independence, ownership, hedging/pledging prohibitions), with minimal conflict exposure under UPS policies and disclosures .