Wayne Hewett
About Wayne Hewett
Independent director of UPS since 2020; age 60. Senior Advisor to Permira with prior senior leadership roles across GE, specialty chemicals, life sciences, and packaging, bringing deep operations, supply chain, and technology strategy expertise to the board. Education: B.S. Industrial Engineering and MBA from Stanford University . The board determined he is independent; all non-CEO directors and all Audit/Compensation/Nominating/Risk committee members meet NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Permira | Senior Advisor | 2018–present | Advises portfolio companies on growth and value creation; small/mid/large-cap insights relevant to UPS SMB customer base . |
| Klöckner Pentaplast Group | CEO & Board Member | 2015–2017 | Led global packaging operations; supply chain optimization . |
| Platform Specialty Products Corp. | President & Board Member | 2015 | Specialty chemicals leadership . |
| Arysta LifeScience Corp. | President, CEO & Board Member | 2010–2015 | Life sciences; M&A execution . |
| General Electric (GE) | VP Supply Chain & Operations; President roles across GE Advanced Materials/Plastics Pacific/GE Toshiba Silicones | 1986–2010 | Launched GE Operations Council (center of excellence) delivering on-time delivery, quality, EHS improvements; technology portfolio shifts for customer needs . |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Home Depot, Inc. | Independent Director | 2014–present | Public board service; aligns with UPS retail customer exposure . |
| Wells Fargo & Company | Independent Director | 2019–present | Public board service; financial oversight experience . |
| Hexion Chemicals | Lead Director | 2023–present | Private company leadership . |
| Cambrex Corporation | Non-Executive Chairman | 2020–present | Private life sciences . |
| Lytx, Inc. | Board Member | 2021–2025 | Technology-enabled safety/telematics . |
| Quotient Sciences | Non-Executive Chairman | 2023–present | Contract development/manufacturing . |
| DiversiTech Corporation | Non-Executive Chairman | 2018–2021 | Industrial distribution . |
Board Governance
- Committee assignments: Audit Committee member; all Audit members designated “audit committee financial experts” by the board; Audit met 11 times in 2024, indicating high engagement load .
- Attendance: UPS board held 6 meetings in 2024; all directors attended at least 75% of board and relevant committee meetings; independent directors held executive sessions at each regular board meeting .
- Independence: Board determined Hewett is independent; evaluation included ordinary course transactions with organizations employing or associated with directors, none material and below UPS thresholds .
- Risk oversight: Board’s Risk Committee (independent) oversees enterprise risks including cybersecurity; Audit oversees financial risk; cross-committee coordination established .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Standard non-employee director retainer . |
| Equity: RSU award | $185,000 (grant-date fair value) | RSUs fully vested at grant; must be held until separation from board; dividends reinvested as units . |
| Total 2024 Director Pay | $305,000 | Fees + RSU value . |
| 2025 Program Changes (effective) | Cash retainer to $125,000; RSU to $195,000 | Audit Chair retainer increased to $30,000; Comp Chair to $25,000; Hewett not a chair . |
Performance Compensation
- UPS does not tie director compensation to performance metrics; director equity is RSU-based with mandatory holding until board separation to strengthen alignment. No options or performance units disclosed for directors .
Other Directorships & Interlocks
| Company | Sector Relationship to UPS | Interlock/Conflict Notes |
|---|---|---|
| Home Depot | Major retail customer segment for UPS B2C/B2B | Board independence review found ordinary-course transactions with director-affiliated organizations; none material/not above thresholds . |
| Wells Fargo | Banking partner/financial services | Same independence conclusion; no related person transactions requiring disclosure since Jan 1, 2024 . |
Expertise & Qualifications
- Operations and Supply Chain: Led GE supply chain and Operations Council; optimized delivery, quality, EHS across complex global footprints .
- Technology Strategy: Shifted product portfolios at GE to meet differentiated customer needs; technology enablement at Lytx .
- SMB Customer Insight: Advises diverse Permira portfolio across sizes; relevant to UPS SMB strategy .
- Financial Literacy: Audit committee service; designated financial expert by board alongside other Audit members .
Equity Ownership
| Category | Amount | Details |
|---|---|---|
| Beneficial Ownership – Class A | 5,398 shares | Includes RSUs convertible to Class A upon separation . |
| Beneficial Ownership – Class B | 868 shares | Direct Class B holdings . |
| Deferred Compensation (phantom stock) | 1,311 shares equivalent | Deferred non-employee director retainer credited to UPS stock in Deferred Compensation Plan . |
| Ownership as % of Outstanding | <1% | All directors individually hold <1% of each class . |
| Hedging/Pledging | Prohibited | UPS bans hedging, pledging, short sales by directors . |
| Director Ownership Guidelines | 5× annual retainer | RSUs count toward ownership; required holding until separation . |
Governance Assessment
- Strengths: Independence affirmed; Audit Committee workload suggests robust oversight; financial expert designation supports audit quality; mandatory RSU holding and anti-hedging/pledging policies align long-term incentives; no related-party transactions requiring disclosure; director compensation updated to peer median enhances competitiveness without adding risky features .
- Potential Watch Items: Multiple concurrent board roles (UPS, Home Depot, Wells Fargo, private boards) increase time commitments; UPS has adopted director overboarding policies to mitigate this, but thresholds are not disclosed here .
- Attendance/Engagement: Board and committee cadence plus executive sessions and director engagement program indicate active oversight and management interaction .
- Conflicts: Ordinary-course transactions with director-affiliated organizations reviewed and deemed immaterial; UPS related-person policy at $100,000 threshold with Audit Committee pre-approval/ratification regime; none requiring disclosure since Jan 1, 2024 .
Overall signal: Governance practices, independence, and audit expertise support investor confidence; monitor time commitments across external roles and any evolving interlocks with large UPS customers/banking partners for future conflict risk and engagement quality .