William Johnson
UNITED PARCEL SERVICEAbout William Johnson
William Johnson is the Independent Board Chair of UPS and has served on the board since 2009. He is the former Chairman, President and CEO of H.J. Heinz, with deep experience in global operations, brand management, and labor relations. Education: B.S., University of California, Los Angeles; MBA, University of Texas at Austin. In February 2025, the board granted him a one-year waiver from UPS’s mandatory director retirement age of 75 to continue leading the board; he previously received a one-year waiver in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.J. Heinz Company | Chairman (2000–2013); President & CEO (1998–2013); President & COO (1996–1998); SVP Asia-Pacific Operations (1993–1996) | 1993–2013 | Led global expansion, acquisitions, and brand portfolio restructuring . |
| Drackett; Ralston Purina; Anderson-Clayton | Management roles of increasing responsibility | Prior to 1993 | Early career in consumer products and commodities trading . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advent International | Operating Partner, Global Retail & Consumer | Since 2014 | Private equity operating partner . |
| Trian Fund Management | Advisory Partner | 2015–2017 | Investment advisory role . |
| Sovos Brands, Inc. | Director | 2017–2024 | Public company board service concluded in 2024 . |
| PepsiCo, Inc. | Director | 2015–2020 | Public company board service . |
Board Governance
- Role and independence: Independent Board Chair; committee memberships include Nominating & Corporate Governance (Chair) and Executive; he is designated as independent under NYSE standards. All directors other than the CEO are independent, and all standing committees are composed entirely of independent directors .
- Board leadership structure: UPS separated Chair and CEO roles in October 2020; Johnson was Lead Independent Director (2016–Oct 2020) before becoming Board Chair. In February 2025, the board granted him a one-year waiver from the retirement age to maintain leadership continuity during macro uncertainty .
- Executive sessions: Independent directors meet in executive session at every regular board meeting, with the Chair presiding; the CEO is invited for portions to receive feedback .
- Attendance: In 2024 the board met 6 times; all directors attended at least 75% of board and applicable committee meetings and attended the 2024 annual meeting .
- Majority voting policy: Directors who fail to receive a majority of votes in uncontested elections must tender their resignation; the Nominating & Corporate Governance Committee recommends action within 90 days .
- Committee structure and oversight: Environmental sustainability oversight delegated to the Nominating & Corporate Governance Committee; enterprise risk oversight to the Risk Committee; financial risk to the Audit Committee; human capital and compensation risks to the Compensation & Human Capital Committee .
- Related-party transactions and conflicts: UPS reported no related person transactions requiring disclosure since January 1, 2024; immaterial ordinary-course relationships with companies associated with directors existed but did not affect independence. Hedging, pledging, and short sales of UPS stock are prohibited for directors .
Committee Assignments (UPS)
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Director nominations, succession planning, governance guidelines, environmental sustainability oversight . |
| Executive Committee | Member | N/A | May exercise board powers except those reserved by Delaware law; Chair is the CEO; members include Rod Adkins and Bill Johnson . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Director Cash Retainer | $116,250 | $120,000 | Increased to $125,000 effective 2025 . |
| Annual Director RSU Grant (fully vested, held until separation) | $180,000 | $185,000 | Increased to $195,000 effective 2025 . |
| Board Chair Additional Cash Retainer | $160,000 | $160,000 | Recognizes added responsibilities . |
| Board Chair Additional RSU Grant | $70,000 | $70,000 | Fully vested, held until separation . |
| Committee Chair Cash Retainer | $20,000 (Comp, NCG, Risk); $25,000 (Audit) | $20,000 (Comp, NCG, Risk); $25,000 (Audit) | Audit Chair increases to $30,000; Comp Chair to $25,000 effective 2025 . |
| Deferral Elections | Available; no company contributions; no above-market earnings | Available; no company contributions; no above-market earnings | UPS Deferred Compensation Plan . |
Performance Compensation
| Award Type | Vesting/Settlement | Performance Metrics | Additional Terms |
|---|---|---|---|
| Director RSUs | Fully vested at grant; must be held until separation from board; then convert to Class A shares | None (time-based) | Dividends deemed reinvested into additional units; same terms as original grant . |
Other Directorships & Interlocks
- Current public boards: None disclosed for 2025 (Sovos Brands ended in 2024) .
- Prior public boards: Sovos Brands (2017–2024); PepsiCo (2015–2020) .
- Interlocks/conflicts: Compensation Committee interlocks—none reported for UPS in 2024; related-party transactions—none requiring disclosure since Jan 1, 2024 .
Expertise & Qualifications
- Consumer/retail leadership and global operations; talent and labor strategy; investment and risk management; board leadership continuity. These qualifications underpin his role in strategy oversight and governance .
Equity Ownership
| Metric | 2023 | 2024 |
|---|---|---|
| Outstanding Director RSUs (units) | 34,845 | 38,347 |
| Phantom Stock Units | — | — |
| Stock Ownership Guidelines | Directors: 5x annual retainer | Directors: 5x annual retainer; all non-employee directors subject ≥5 years exceeded target ownership as of 12/31/2024 |
Director Compensation (Individual)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $296,250 | $300,000 |
| Stock Awards ($) | $249,884 | $255,000 |
| Total ($) | $546,134 | $555,000 |
Governance Assessment
- Strengths: Independent Board Chair with deep institutional knowledge; consistent executive sessions; robust majority-vote resignation policy; no related-party transactions requiring disclosure; strong stock ownership and anti-hedging/pledging policies; sustainability oversight embedded in Nominating & Corporate Governance Committee .
- Compensation alignment: Director equity is fully vested but held until separation, enhancing long-term alignment. Cash/equity mix is in line with peer benchmarks; 2025 retainer/RSU increases move toward peer median .
- Attendance/engagement: All directors met attendance thresholds and participated in the 2024 annual meeting; regular executive sessions reinforce independent oversight .
- RED FLAGS: Mandatory retirement age waivers in 2024 and 2025 signal reliance on a single leader for board continuity; investors may monitor succession planning for board leadership and overboarding risk management (UPS adopted a director overboarding policy as a governance enhancement) . No hedging/pledging or related-party transactions disclosed—no alignment or conflict red flags identified for Johnson .