Rodney Adkins
UNITED PARCEL SERVICEAbout Rodney Adkins
Rodney Adkins, age 66, has served as an independent director of UPS since 2013. He chairs the Risk Committee and serves on the Compensation and Human Capital Committee and the Executive Committee. His background includes senior leadership roles at IBM and recognition by the National Academy of Engineering and the National Society of Black Engineers, with degrees from Rollins College (B.A., Physics) and Georgia Tech (B.S. and M.S., Electrical Engineering) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | SVP, Corporate Strategy; Systems & Technology Group; Development & Manufacturing; VP Development; multiple operational/executive roles | 1981–2014 | Led global product development/manufacturing; technology strategy; supply chain; compliance and risk integration |
| 3RAM Group LLC | President | Since 2015 | Capital investment, consulting, property management leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Avnet, Inc. | Director | Since 2015 | Public company directorship |
| PayPal Holdings, Inc. | Director | Since 2017 | Public company directorship |
| W.W. Grainger, Inc. | Director | Since 2014 | Public company directorship |
Board Governance
- Committee assignments: Risk Committee Chair; Compensation & Human Capital; Executive Committee; Executive Committee chaired by CEO Carol Tomé, with Adkins and William Johnson as members .
- Independence: Board determined all directors other than the CEO are independent; Adkins is independent. Audit, Compensation & Human Capital, Nominating & Corporate Governance, and Risk Committees composed entirely of independent directors .
- Attendance and engagement: Board held six meetings in 2024; committee meetings—Audit 11, Compensation & Human Capital 5, Nominating & Corporate Governance 4, Risk 4 (including a joint session with Audit). All directors attended at least 75% of board/committee meetings; all attended the 2024 Annual Meeting; independent directors met in executive session at all regular meetings .
- Majority voting and resignation policy: Incumbent director not receiving a majority must offer to resign; Nominating & Corporate Governance Committee oversees the process and board discloses decisions .
- Board evaluation: Formal annual self-assessments with third-party administered questionnaires; results reviewed and actioned to improve materials, agendas, oversight, recruitment, and succession .
- Board leadership: Independent Board Chair is William Johnson .
- Risk oversight remit: Risk Committee oversees enterprise risk identification, tolerance, assessment, and management; cyber risk and incident response; coordinates with Audit Committee .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) (Grant-Date Fair Value) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 140,000 | 185,000 | 325,000 | Includes cash compensation for committee chair service; RSUs are fully vested at grant and settled in Class A shares upon director’s separation |
Compensation Mix (2024)
| Component | Amount ($) | Mix (%) |
|---|---|---|
| Cash | 140,000 | 43.1% |
| Equity (RSUs) | 185,000 | 56.9% |
Performance Compensation
| Element | Performance Conditions | Vesting | Settlement |
|---|---|---|---|
| Director RSUs | None (no performance metrics) | Fully vested on grant | Settled in Class A shares upon separation |
UPS indicates director RSUs are time-based and fully vested at grant; there are no disclosed performance metrics for director equity .
Other Directorships & Interlocks
| External Board | Potential Interlock Considerations | UPS Determination |
|---|---|---|
| Avnet; PayPal; W.W. Grainger | Ordinary-course business relationships may exist between UPS and companies associated with directors | Board evaluated transactions/relationships and determined none exceeded thresholds or were material; independence maintained |
- Related-person transactions: UPS reported no related-person transactions requiring disclosure since January 1, 2024. Audit Committee pre-approves/ratifies any such transactions per policy .
Expertise & Qualifications
- Operational expertise: Led multi-billion product development and manufacturing, supply chain, and global teams at IBM .
- Risk/Compliance: Oversaw integration of compliance and risk management into product/service development, including IP protection, export controls, consumer safety, ethical tech use .
- Technology strategy: Leadership in personal/mobile computing, IBM POWER business, UNIX market leadership; IoT portfolio foundations .
- Recognition: National Academy of Engineering; NSBE Lifetime Achievement .
- Education: B.A. Physics (Rollins); B.S./M.S. Electrical Engineering (Georgia Tech) .
Equity Ownership
| As of | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | Total Beneficially Owned | Outstanding UPS Shares | Ownership as % of Class A Outstanding |
|---|---|---|---|---|---|
| Mar 3, 2025 | 22,119 | — | 22,119 | Class A: 113,582,393; Class B: 733,481,882 | ~0.019% (22,119 / 113,582,393) |
- Outstanding director stock awards: 22,119 RSUs (as of Dec 31, 2024) .
- Stock ownership guidelines: Non-employee directors must hold equity equal to 5x annual retainer; RSUs counted and required to be held until separation; all non-employee directors subject for ≥5 years exceeded targets as of Dec 31, 2024 .
- Hedging/pledging: Directors prohibited from hedging or pledging UPS stock; no derivative transactions or short sales permitted .
Governance Assessment
- Board effectiveness: Adkins brings deep operational and technology strategy expertise aligned with UPS’s logistics and transformation priorities; his Risk Committee leadership strengthens enterprise risk governance, including cyber oversight .
- Independence and attendance: Independent status, full compliance with independence criteria, and strong attendance/engagement support investor confidence .
- Alignment: Director compensation skews to equity (57%), RSUs held until separation, and ownership guidelines at 5x retainer—positive alignment signals; hedging/pledging prohibitions further support alignment .
- Conflicts: External board seats at Avnet, PayPal, and Grainger were reviewed; UPS found ordinary-course transactions immaterial and below thresholds, preserving independence .
- RED FLAGS: None disclosed—no related-party transactions requiring disclosure; meeting attendance thresholds met; no hedging/pledging; majority voting with resignation policy in place .