Russell Stokes
UNITED PARCEL SERVICEAbout Russell Stokes
Russell Stokes (age 53) has served as an independent director of UPS since 2020. He is President and CEO of Commercial Engines and Services at GE Aerospace, with a 25+ year career across GE’s Aviation, Power, Energy Connections and Transportation businesses. He brings deep operational, technology strategy, and global supply chain expertise to UPS’s board and currently serves on the Compensation and Human Capital Committee and the Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aerospace | President & CEO, Commercial Engines & Services | 2022–present | Leads strategy and services across the energy value chain; technology and sustainability insights relevant to UPS’s fleet/energy transition . |
| GE Aviation Services | President & CEO | 2020–2022 | Oversaw commercial growth, operating performance and customer experience across global overhaul/repair footprint . |
| GE Power Portfolio | President & CEO | 2019–2020 | Led portfolio-level operations through market cycles . |
| GE Power | President & CEO | 2017–2019 | Managed complex operational turnarounds . |
| GE Energy Connections | President & CEO | 2015–2017 | Technology and systems integration leadership . |
| GE Transportation | President & CEO | 2013–2015 | Operations, supply chain, and industrial management experience . |
| GE Transportation & GE Aviation | Various leadership roles | 1997–2013 | Progressive leadership spanning engineering, sales, and operations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Metro Atlanta Chamber of Commerce | Executive Committee | Not disclosed | Regional economic and business leadership; community engagement . |
| Atlanta Committee for Progress | Member | Not disclosed | Public-private collaboration and civic leadership . |
Board Governance
- Independence: The board determined Stokes is independent under NYSE standards; all members of the Audit, Compensation and Human Capital, Nominating and Corporate Governance, and Risk Committees are independent .
- Committee assignments: Member, Compensation and Human Capital; Member, Nominating and Corporate Governance .
- Attendance: All directors attended at least 75% of board and applicable committee meetings in 2024; board held 6 meetings; Audit met 11, Compensation 5, Nominating 4, Risk 4 .
- Executive sessions: Independent directors meet in executive session at each regular board meeting .
- Governance practices: Majority voting and resignation policy for directors; robust stock ownership guidelines including directors; hedging/pledging prohibited .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard cash retainer for non-employee directors in 2024 . |
| Equity grant (RSUs, grant-date fair value) | $185,000 | RSUs fully vested at grant, held until separation from the board . |
| Total | $305,000 | Sum of 2024 cash and equity for Stokes . |
| 2025 updated retainer | $125,000 | Effective 2025, cash retainer increased . |
| 2025 updated RSU value | $195,000 | Effective 2025, RSU grant value increased . |
Notes:
- RSUs are fully vested on grant date but must be held until board separation; dividends reinvested as units .
Performance Compensation
| Plan/Metric | Structure | Weighting/Terms | Payout Features |
|---|---|---|---|
| Director equity | RSUs only | Not performance-based | Fully vested on grant; held until separation; no options or PSUs for directors . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Stokes . |
| Potential interlocks | UPS assessed ordinary course transactions/relationships with organizations employing current directors (including Stokes); none exceeded thresholds or were material; independence maintained . |
Expertise & Qualifications
- Technology strategy: Leads technology, solutions, and services at GE Aerospace; experience with sustainable energy solutions relevant to UPS’s energy transition strategy .
- Operations and supply chain: Led five GE businesses; extensive operating experience across complex, global industrial systems .
- Sales/marketing: P&L and commercial leadership in Aviation Services; customer experience across global repair footprint .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares beneficially owned | 5,056 | Includes RSUs convertible to Class A upon board separation . |
| Class B shares beneficially owned | 400 | Common shares . |
| Total shares beneficially owned | 5,456 | Sum of Class A and Class B . |
| Shares outstanding (A + B) | 847,064,275 | Class A: 113,582,393; Class B: 733,481,882 (as of Mar 3, 2025) . |
| Ownership as % of outstanding | ~0.000644% | 5,456 / 847,064,275 based on disclosed counts . |
| Outstanding director RSUs held | 5,056 | As of Dec 31, 2024 . |
| Hedging/pledging | Prohibited | Directors barred from hedging, pledging, short sales . |
| Stock ownership guidelines | 5x annual director retainer | Directors expected to reach within 5 years; RSUs count toward ownership and are held until separation . |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Security | Quantity | Post-Transaction Ownership | Ownership Type | SEC URL |
|---|---|---|---|---|---|---|---|
| 2025-05-08 | 2025-05-09 | Award (A) | RSUs | 2,011 | 7,136.6374 | Direct | https://www.sec.gov/Archives/edgar/data/1090727/000122520825004911/0001225208-25-004911-index.htm |
| 2024-05-02 | 2024-05-03 | Award (A) | RSUs | 1,256 | 4,871.3621 | Not stated | https://www.sec.gov/Archives/edgar/data/1090727/000122520824005553/0001225208-24-005553-index.htm |
Governance Assessment
- Board effectiveness and independence: Stokes is independent and serves on two key committees focused on executive compensation/human capital and corporate governance; all directors except the CEO are independent, and committees are fully independent—supporting objective oversight .
- Attendance and engagement: Board and committee meeting cadence (6 board, 11 Audit, 5 Compensation, 4 Nominating, 4 Risk) with all directors ≥75% attendance indicates active engagement; independent director executive sessions at each regular meeting reinforce oversight quality .
- Compensation alignment: Director pay is a cash/equity mix with RSUs held until separation, aligning long-term interests; 2025 increases aim to keep compensation competitive while preserving long-term alignment via RSUs .
- Conflicts and related-party exposure: UPS’s related person transaction policy requires Audit Committee pre-approval; for 2024+, Company reports no related person transactions requiring disclosure; board independently evaluated ordinary-course relationships (including organizations employing Stokes) and found none material—mitigating conflict risk .
- Risk indicators: Hedging/pledging prohibitions for directors, majority voting with resignation policy, and ownership guidelines strengthen alignment and accountability; recent say-on-pay support at ~87% suggests investor confidence in compensation governance .
Red Flags
- None disclosed: No related-party transactions requiring disclosure and independence affirmed despite ordinary course relationships with directors’ employers .
- Monitoring item: Stokes’s full-time executive role at GE Aerospace plus two UPS committee memberships warrants ongoing overboarding/time-commitment monitoring; UPS adopted a director overboarding policy as part of governance updates .
Appendix: Committee Responsibilities (Context)
- Compensation & Human Capital: CEO/equity oversight, human capital risks, talent and culture, independent consultant management .
- Nominating & Corporate Governance: Board composition, succession planning, governance guidelines, environmental sustainability oversight .
- Risk (for context): Cyber and enterprise risk oversight with structured updates and coordination with Audit .
All citations refer to United Parcel Service, Inc. 2025 Proxy Statement unless noted.