FedEx (FDX) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

FedEx Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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FEDEX. WHERE NOW MEETS NEXT.

FedEx was founded to connect people to possibilities. For 50 years, our ecosystem of networks and team members across over 220 countries and territories has kept our customers, global trade, and society moving.

General representation current as of November 2022.

This year, FedEx celebrates its 50^th year of operations—and 50 years of transforming the world by connecting people and possibilities. In the face of today’s pressing challenges, our purpose—to connect people and possibilities—matters more than ever. Whether collaborating to combat climate change, building teams that reflect the communities we serve, or ensuring integrity in all we do, we are innovating to deliver a more vibrant, inclusive, and sustainable future for all. The success of our efforts is built on our sound environmental, social, and governance (ESG) practices, which are aligned with our company strategic focus. We remain steadfast in transparently sharing our progress in three areas that are central to everything we do—our principles, our planet, and our people.

Through FedEx Cares, our global community engagement program, we launched FedEx Cares 50 by 50 to positively impact 50 million people by our 50^th birthday on April 17, 2023. We achieved this milestone by working with more than 900 non-profit organizations and team members around the world to do good in their communities through volunteerism and community engagement.

		The 2023 ESG Report discusses our ESG strategies, programs, and progress toward our goals. Explore our goals and progress at fedex.com/en-us/sustainability/reports.html.
		*	The information on the 2023 ESG Report webpage, the ESG Report, or any other information on the FedEx website that we may refer to herein is not incorporated by reference into, and does not form any part of, this proxy statement. Any targets or goals discussed in our ESG Report and in this proxy statement may be aspirational, and as such, no guarantees or promises are made that these goals will be met. Furthermore, statistics and metrics disclosed in this proxy statement and in the ESG Report are estimates and may be based on assumptions that turn out to be incorrect. We are under no obligation to update such information.

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A MESSAGE FROM OUR EXECUTIVE CHAIRMAN AND LEAD INDEPENDENT DIRECTOR

To our stockholders,

In connection with our 2023 Annual Meeting of Stockholders to be held on 21 September 2023, we are sharing how FedEx is transforming our business while continuing to deliver the highest standards of ethics, integrity, and reliability through our robust governance practices.

This year, FedEx celebrated 50 years of transforming the world by connecting people and possibilities. Our first 50 years is one of the most storied business achievements in modern history. FedEx created an industry and through countless innovations changed the way the world works.

Now, FedEx is transforming the business for the next 50 years. With DRIVE, our comprehensive program to improve efficiency, we’re optimizing our networks, improving service, reducing costs, and strengthening our performance culture.

In April, we announced a move to “one FedEx,” a new operating structure powered by DRIVE that will create even greater flexibility, efficiency, and data intelligence. One FedEx will enhance the company’s ability to meet the evolving needs of customers and market shifts while building a stronger, more profitable enterprise. We are confident that as one FedEx, our next 50 years will be a period of significant value for our customers, team members, stockholders, and communities.

Committed to exemplary corporate governance
FedEx is committed to exemplary corporate governance standards and practices, which can be seen in the following areas:

	Our Board of Directors has carefully overseen the development of the strategies, execution plans, financial objectives, and milestones associated with DRIVE initiatives.
	Our executive compensation program is designed to incentivize our leadership team’s work toward our future success and stockholder value creation. Based on investor feedback, the FY24–FY26 long-term incentive plan will include a return on invested capital performance metric.

We would like to share two recent changes to our Board of Directors. On 26 July 2023, Jim Vena resigned from the FedEx Board in connection with his appointment as CEO and a board member of Union Pacific Corporation. Additionally, after ten years of service as a member of the FedEx Board, Kim Jabal has informed us that she will not stand for reelection and will leave the FedEx Board of Directors immediately before the 2023 annual meeting. We thank Jim and Kim for their service to FedEx and wish them well in their future endeavors.

Innovation will drive us forward
Our foundation is built on innovation, and FedEx is embarking on the next 50 years with the entrepreneurial spirit that has driven us from the start.

Through a renewed focus on digital solutions, we will build a brighter future for FedEx customers, communities, and team members. And we will continue to transform and connect the world in responsible ways as evidenced in our 2023 ESG Report.

We are paving the way for a new chapter of growth and success at FedEx, and our Board believes this next phase will be another period of extraordinary achievement. We are deeply grateful for your support and engagement as we create smarter, more resilient supply chains for everyone.

Sincerely,

Frederick W. Smith Founder and Executive Chairman FedEx Corporation

David P. Steiner Lead Independent Director FedEx Corporation

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Items of Business

Voting Proposal				Board Recommendation
1		Elect the thirteen nominees named in the proxy statement as FedEx directors for a one-year term		✓	FOR each director nominee
2		Advisory vote to approve named executive officer compensation		✓	FOR
3		Advisory vote on the frequency of future advisory votes on executive compensation		✓	Every 1 YEAR
4		Ratification of the appointment of Ernst & Young LLP as FedEx’s independent registered public accounting firm for fiscal year 2024		✓	FOR
5-8		Act upon four stockholder proposals, if properly presented at the meeting		✕	AGAINST

Stockholders also will consider any other matters that may properly come before the meeting.

How to Attend the Virtual Annual Meeting
FedEx’s 2023 annual meeting of stockholders will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/FDX2023. There will not be a physical location for the annual meeting, and you will not be able to attend the meeting in person.

To attend the annual meeting of stockholders at www.virtualshareholdermeeting.com/FDX2023, you must enter the control number on your proxy card, voting instruction form, or Notice of Internet Availability. Whether or not you plan to attend the virtual annual meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described to the right. During the meeting, you may ask questions and vote. To vote at the meeting, visit www.virtualshareholdermeeting.com/FDX2023. For more information, please see page 104.

Please Vote Your Shares
Your vote is very important. Please vote your shares whether or not you plan to attend the meeting.

By order of the Board of Directors,

MARK R. ALLEN
Executive Vice President,
General Counsel and Secretary
August 10, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 21, 2023:
The following materials are available at www.proxyvote.com:

	The Notice of Annual Meeting of Stockholders to be held September 21, 2023;
	The FedEx 2023 Proxy Statement; and
	The FedEx Annual Report to Stockholders for the fiscal year ended May 31, 2023.

A Notice Regarding the Internet Availability of Proxy Materials or the proxy statement, form of proxy, and accompanying materials are first being sent to stockholders on or about August 10, 2023.

LOGISTICS
	Date and Time Thursday, September 21, 2023, at 8:00 a.m. Central Time
	Location Online via webcast at www. virtualshareholdermeeting. com/FDX2023
	Who Can Vote Stockholders of record at the close of business on July 27, 2023, may vote at the meeting or any postponements or adjournments of the meeting.

HOW TO CAST YOUR VOTE If you are a registered stockholder, you can vote by any of the following methods:
	Online www.proxyvote.com up until 11:59 p.m. Eastern Time on 9/20/2023. For shares held in any FedEx or subsidiary employee stock purchase plan or benefit plan, vote by 11:59 p.m. Eastern Time on 9/17/2023.
	By phone 1-800-690-6903; Dial toll-free 24/7 up until 11:59 p.m. Eastern Time on 9/20/2023. For shares held in any FedEx or subsidiary employee stock purchase plan or benefit plan, vote by 11:59 p.m. Eastern Time on 9/17/2023.
	Proxy card Completing, signing, and returning your proxy card
	At the meeting You also may vote online during the annual meeting by following the instructions provided on the meeting website during the annual meeting. To vote at the meeting, visit www. virtualshareholdermeeting. com/FDX2023.
If you are a beneficial owner and received a voting instruction form, please follow the instructions provided by your bank, broker, or other nominee to vote your shares.

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TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders			4
Proxy Statement Summary			6
Corporate Governance Matters			12
	Proposal 1 — Election of Directors		12
	Process for Selecting Directors		12
	Process for Training and Evaluating Directors		14
	Nominees for Election to the Board		15
	The Board’s Role and Responsibilities		25
	Board Structure		30
	Board Processes and Policies		34
	Directors’ Compensation		36
Executive Compensation			39
	Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation		39
	Report of the Compensation and Human Resources Committee of the Board of Directors		40
	Compensation Discussion and Analysis		40
	Summary Compensation Table		61
	Grants of Plan-Based Awards During Fiscal 2023		65
	Outstanding Equity Awards at End of Fiscal 2023		66
	Option Exercises and Stock Vested During Fiscal 2023		69
	Fiscal 2023 Pension Benefits		70
	Nonqualified Deferred Compensation		72
	Potential Payments Upon Termination or Change of Control		73
	Pay Versus Performance		77
	CEO Pay Ratio		82
	Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation		83
Equity Compensation Plans			84
	Equity Compensation Plans Approved by Stockholders		84
	Equity Compensation Plans Not Approved by Stockholders		84
	Summary Table		84
Audit Matters			85
	Proposal 4 — Ratification of the Appointment of the Independent Registered Public Accounting Firm		85
	Appointment of Independent Registered Public Accounting Firm		85
	Policies Regarding Independent Auditor		85
	Report of the Audit and Finance Committee of the Board of Directors		86
	Audit and Non-Audit Fees		88
Stock Ownership			89
	Directors and Executive Officers		89
	Significant Stockholders		90
Stockholder Proposals			91
Information About the Annual Meeting			99
Virtual Meeting Information			104
Additional Information			105
	General Information		105
	Proxy Solicitation		105
	Householding		105
Stockholder Proposals and Director Nominations for 2024 Annual Meeting			106
	Stockholder Proposals for 2024 Annual Meeting		106
	Proxy Access Director Nominations		106
	Additional Information		106
Appendix A – Companies in Director Compensation Comparison Survey Group			A-1
Appendix B – Companies in Executive Compensation Comparison Survey Group			B-1
Appendix C – Reconciliations of Non-GAAP Financial Measures			C-1

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find additional information in this proxy statement.

Proposal 1 Election of Directors

NOMINEE AND POSITION		AGE	DIRECTOR SINCE	COMMITTEES				OTHER PUBLIC DIRECTORSHIPS
				AFC	CHRC	CyTOC	GSPPC
	MARVIN R. ELLISON Chairman, President, and Chief Executive Officer of Lowe’s Companies, Inc.	58	2014					Lowe’s Companies, Inc.
	STEPHEN E. GORMAN Former Chief Executive Officer of Air Methods Corporation	68	2022					Peabody Energy Corporation
	SUSAN PATRICIA GRIFFITH President and Chief Executive Officer of The Progressive Corporation	58	2018					The Progressive Corporation
	AMY B. LANE Former Managing Director and Group Leader, Global Retailing Investment Banking Group, Merrill Lynch & Co., Inc.	70	2022					NextEra Energy, Inc. and TJX Companies Inc.
	R. BRAD MARTIN Vice Chairman Chairman of RBM Venture Company	71	2011					Westrock Coffee Company
	NANCY A. NORTON Retired Vice Admiral, U.S. Navy	58	2022
	FREDERICK P. PERPALL Chief Executive Officer of The Beck Group	48	2021					Starwood Property Trust, Inc.
	JOSHUA COOPER RAMO Chairman and Chief Executive Officer, Sornay, LLC	54	2011
	SUSAN C. SCHWAB Professor Emerita at the University of Maryland School of Public Policy	68	2009					Caterpillar Inc. and Marriott International, Inc.
	FREDERICK W. SMITH Executive Chairman and Chairman of the Board of FedEx Corporation	78	1971
	DAVID P. STEINER Lead Independent Director Former Chief Executive Officer of Waste Management, Inc.	63	2009					Vulcan Materials Company
	RAJESH SUBRAMANIAM President and Chief Executive Officer of FedEx Corporation	57	2020					The Procter & Gamble Company
	PAUL S. WALSH Executive Chairman of McLaren Group Limited	68	1996					McDonald’s Corporation and Vintage Wine Estates, Inc.

AFC – Audit and Finance Committee		CyTOC – Cyber and Technology Oversight Committee			Member			Independent
CHRC – Compensation and Human Resources Committee		GSPPC – Governance, Safety, and Public Policy Committee			Chair

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Proxy Statement Summary – Director Nominee Highlights

Director Nominee Highlights*

Diversity of Tenure, Age, Gender, and Background

Independent Director Nominee Tenure**	Age**
Board Refreshment	Diversity

Director Nominee Experience, Qualifications, Attributes, and Skills

The Board believes that it is desirable that the following experience, qualifications, attributes, and skills be possessed by one or more of FedEx’s Board members because of their particular relevance to the company’s business and structure, and these were all considered by the Board in connection with this year’s director nomination process:

Transportation/ Logistics/Supply Chain		International		Financial		Marketing		Retail/ E-commerce
6 Nominees		7 Nominees		6 Nominees		6 Nominees		6 Nominees
Technological/Digital/ Cybersecurity		Energy		Human Resource Management		Government		Risk Management
3 Nominees		5 Nominees		2 Nominees		4 Nominees		7 Nominees
Leadership
13 Nominees

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Proxy Statement Summary – Corporate Governance Highlights

Corporate Governance Highlights

You can find detailed information about our corporate governance policies and practices in the Corporate Governance Matters section of this proxy statement. You can also access our corporate governance documents under the ESG heading on the Investor Relations page of our website at investors.fedex.com. Information contained on our website is not deemed to be incorporated by reference as part of this proxy statement.

Corporate Governance Facts

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Proxy Statement Summary – Proposal 2

Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation

Executive Compensation Design

Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholders and reward them for doing so. We believe there should be a strong relationship between pay and corporate performance, and our executive compensation program reflects this belief.

At our 2022 annual meeting of stockholders, our “say-on-pay” proposal received support from 92.3% of the votes cast.

For additional information, please see “Executive Compensation — Compensation Discussion and Analysis.”

Elements of Compensation

The elements of target total direct compensation for fiscal 2023 are presented below.

		ELEMENT AND FISCAL 2023 AVERAGE NEO TARGET PAY MIX(1)(2)		DESCRIPTION AND METRICS
		Base Salary		Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent.
		Performance-Based AIC		Annual cash incentive program designed to motivate our executives to achieve annual financial goals and other business objectives and reward them accordingly. Total amount paid was based on: Achievement of adjusted consolidated operating income objectives and individual performance goals
		Restricted Stock		Annual equity incentive awards designed to further align the interests of our executives with those of our stockholders by facilitating significant ownership of FedEx stock. The number of options and shares of restricted stock awarded is primarily based on an officer’s position and level of responsibility.
		Stock Options
		Performance-Based LTI		Long-term cash incentive program designed to motivate management to build long-term stockholder value and reward them accordingly. For the FY21–FY23 long-term incentive (“LTI”) plan, total payout opportunity was based on: Achievement of aggregate adjusted earnings-per-share (“EPS”) goals for the three-fiscal-year period (weighted at 75% of the total payout opportunity); and Achievement of goals for total capital expenditures as a percentage of total revenue (“CapEx/Revenue”) for the three-fiscal-year period (weighted at 25% of the total payout opportunity).

(1)	See page 44 for individual fiscal 2023 target total direct compensation components.
(2)	These averages exclude our Executive Chairman because his fiscal 2023 compensation consisted solely of base salary and performance-based LTI. As a result, the percentages included in this table do not sum to 100%.

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Proxy Statement Summary – Proposal 3

Fiscal 2023 Compensation Highlights

	Under the fiscal 2023 annual incentive compensation (“AIC”) plan, annual bonus payments were tied to achieving specified levels of fiscal 2023 adjusted consolidated operating income. Because the threshold objective for fiscal 2023 adjusted consolidated operating income was not achieved, there was no payout to any named executive officer under the fiscal 2023 AIC plan.
	LTI payouts for fiscal 2023 were tied to meeting pre-established aggregate adjusted EPS goals and CapEx/Revenue goals over a three-fiscal-year period. Strong adjusted EPS growth in fiscal 2021 and 2022, resulting in maximum achievement of this component of the FY21–FY23 LTI plan, and slightly below-target achievement of the CapEx/ Revenue component, resulted in above-target payouts under the FY21–FY23 LTI plan.
	Officers realize value from the stock options included in the total direct compensation calculation only if the stock price appreciates after the grant date. The exercise price for the fiscal 2023 annual stock option grant to executive officers was $226.945. The closing price of FedEx common stock on July 27, 2023 was $265.37.

	Proposal 3 Advisory Vote on the Frequency of Future Advisory Votes
	on Executive Compensation

In addition to providing our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers, we also are seeking a non-binding, advisory vote on how frequently the advisory vote on executive compensation should be presented to stockholders, as required by Securities and Exchange Commission (“SEC”) rules. You may vote to have the advisory vote on executive compensation held every one year, every two years, or every three years, or you may abstain from voting.

When this advisory vote was last held in 2017, our stockholders indicated a strong preference (92.1% of the voted shares) to hold the advisory vote to approve executive compensation each year, and the Board implemented this standard.

Your Board of Directors recommends a vote for conducting future advisory votes on executive compensation every 1 YEAR.

See page 83

	Proposal 4 Ratification of the Appointment of Ernst & Young LLP as
	FedEx’s Independent Registered Public Accounting Firm

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Proxy Statement Summary – Proposals 5-8

Proposals 5-8 Four Stockholder Proposals, if properly presented

Forward-Looking Statements

Certain statements in this proxy statement may be considered “forward-looking” statements within the meaning of the applicable securities laws. Forward-looking statements include those preceded by, followed by, or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends”, or similar expressions. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the factors that can be found in FedEx’s and its subsidiaries’ press releases and FedEx’s filings with the SEC, including its Annual Report on Form 10-K for fiscal 2023. Any forward-looking statement speaks only as of the date on which it is made. FedEx does not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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CORPORATE GOVERNANCE MATTERS

Proposal 1 Election of Directors

Process for Selecting Directors

The Board is responsible for recommending director candidates for election by the stockholders and for electing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Governance, Safety, and Public Policy Committee (“GSPP Committee”), which identifies, evaluates, and recruits highly qualified director candidates and recommends them to the Board.

Experience, Qualifications, Attributes, and Skills

The GSPP Committee seeks director nominees with the skills and experience needed to properly oversee the interests, risks, and businesses of the company. The Committee carefully evaluates each candidate to ensure that he or she possesses the experience, qualifications, attributes, and skills that the Committee has found are necessary for an effective Board member. These crucial qualities include, among others:

	The highest level of personal and professional ethics, integrity, and values;
	Practical wisdom and mature judgment;
	An inquiring and independent mind;
	Expertise that is useful to FedEx and complementary to the background and experience of other Board members; and
	Willingness to represent the best interests of all stockholders and objectively appraise management performance.

In addition to the qualifications that each director nominee must have, the Board believes that one or more of FedEx’s Board members should possess the experience and expertise listed below because of their particular relevance to the company’s business, strategy, and structure. These were all considered by the Board in connection with this year’s director nomination process.

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Corporate Governance Matters – Process for Selecting Directors

	TRANSPORTATION/ LOGISTICS/SUPPLY CHAIN MANAGEMENT EXPERIENCE			ENERGY EXPERTISE		Diversity: The Board is committed to having a membership that reflects a diversity of gender, race, ethnicity, age, and background. This commitment is demonstrated by the fact that the Board currently* includes five female directors and three directors who are racially or ethnically diverse. *As of August 10, 2023, and including Kimberly A. Jabal, who will not stand for reelection at the 2023 annual meeting.
	INTERNATIONAL EXPERIENCE			HUMAN RESOURCE MANAGEMENT EXPERTISE
	FINANCIAL EXPERTISE			GOVERNMENT EXPERIENCE
	MARKETING EXPERTISE			RISK MANAGEMENT EXPERTISE
	RETAIL/E-COMMERCE EXPERTISE			LEADERSHIP EXPERIENCE
	TECHNOLOGICAL/ DIGITAL/CYBERSECURITY EXPERTISE

Nomination Process

Nomination of Director Candidates

The GSPP Committee identifies, evaluates, and recruits director candidates, considers the advisability of adding new directors to the current composition of the Board, and evaluates and recommends existing director nominees to the Board as follows:

The GSPP Committee considers potential new candidates that may be proposed by current directors, management, professional search firms, stockholders, or other persons. The Committee may engage a third-party executive search firm to assist in identifying potential director candidates. The Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm, or other sources.

The GSPP Committee evaluates a potential new director candidate thoroughly in considering whether the candidate meets the criteria that the Board seeks in all of its directors and how that candidate’s skills and experience would positively contribute to the Board. The process may include reviewing the candidate’s qualifications, interviewing the candidate, engaging an outside firm to gather additional information about the candidate, and making inquiries of persons with knowledge of the candidate.

In its evaluation of all director candidates, including the members of the Board eligible for reelection, the GSPP Committee considers the appropriate size, composition, skills, and contributions of current members and the needs of the Board of Directors and each of its committees.

AS A RESULT OF THIS PROCESS, SIX NEW, INDEPENDENT, HIGHLY QUALIFIED DIRECTORS HAVE JOINED THE FEDEX BOARD IN THE PAST FIVE YEARS.*

Stockholder Recommendations

The GSPP Committee will consider director nominees recommended by stockholders. To recommend a prospective director candidate for the GSPP Committee’s consideration, stockholders may submit the candidate’s name, qualifications, including whether the candidate satisfies the requirements set forth in our Corporate Governance Guidelines and discussed in “— Process for Selecting Directors — Experience, Qualifications, Attributes, and Skills,” and other relevant biographical information in writing to: FedEx

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Corporate Governance Matters – Process for Training and Evaluating Directors

Corporation Governance, Safety, and Public Policy Committee, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. FedEx’s Bylaws require stockholders to give advance notice of stockholder proposals, including nominations of director candidates. For more information, please see “Stockholder Proposals and Director Nominations for 2024 Annual Meeting.”

Majority-Voting Standard for Director Elections

FedEx’s Bylaws require that we use a majority-voting standard in uncontested director elections and a resignation requirement for directors who fail to receive the required majority vote. The Bylaws also prohibit the Board from reverting to a plurality-voting standard without the affirmative vote of the holders of at least a majority of the voting power of all the shares of FedEx stock entitled to vote generally in the election of directors, voting together as a single class. Under the majority-voting standard, a director nominee must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. In accordance with the majority-voting standard and resignation requirement, each director who is standing for reelection at the annual meeting has tendered an irrevocable resignation from the Board of Directors that will take effect if (i) the director does not receive more votes cast “for” than “against” his or her election at the annual meeting, and (ii) the Board accepts the resignation. FedEx’s Bylaws require the Board of Directors, within 90 days after certification of the election results, to accept the director’s resignation unless there is a compelling reason not to do so and to promptly disclose its decision (including, if applicable, the reasons for rejecting the resignation) in a filing with the SEC.

Process for Training and Evaluating Directors

New Director Orientation

FedEx has a New Director Orientation Program that enables new members of the Board to quickly become active and effective Board members. The program includes, among other things, an overview of fiduciary duties and responsibilities of directors, individual meetings with key members of the Board and executive management, facility tours, and attendance at committee meetings regardless of whether the new director is a member of those committees, in order to gain a better understanding of committee functions. The process is tailored to take into account the individual needs of each new director.

The GSPP Committee is responsible for overseeing the New Director Orientation Program and the Executive Vice President, General Counsel and Secretary is responsible for administering the program and reporting to the GSPP Committee the status of the orientation process with respect to each new director. The orientation process is designed to provide new directors with comprehensive information about the company’s business, strategy, capital structure, financial performance, risk oversight, evaluation of management, and executive compensation practices, as well as the policies, procedures, and responsibilities of the Board and its committees.

Continuing Director Education

FedEx provides continuing director education through individual speakers at Board meetings, generally four times per year. The company receives feedback from the directors on potential topics that would be useful for these discussions. In addition to facilitating these customized in-house programs, FedEx monitors pertinent developments in director education and recommends valuable outside programs for Board committee chairpersons to attend. The GSPP Committee reviews the company’s director education process on an annual basis to ensure the continuing education provided serves to further directors’ knowledge in their oversight responsibilities.

Board and Committee Evaluations

The GSPP Committee oversees an annual performance evaluation of each committee of the Board and the Board as a whole. Each Board member also completes an individual self-assessment, and those responses are provided to the Chairman of the Board and the chairperson of the GSPP Committee, who is also our Lead Independent Director. The responses to the performance evaluations and individual self-assessments are compiled annually by a third party who distributes the results to the applicable recipients.

The GSPP Committee reviews and discusses the evaluation results for each committee and the Board as a whole. Each committee discusses its annual evaluation results and identifies any opportunities for improvement. The chairperson of the GSPP Committee reports the results to the Board of Directors, including any action plans. The chairperson also reports to the Board the results of the full Board assessment. The Chairman of the Board and chairperson of the GSPP Committee discuss any notable results from the individual director self-assessments with the relevant directors.

As part of the evaluation, our directors consider the Board’s processes to ensure, among other things, that its leadership structure remains effective, that Board and committee meetings are conducted in a manner that promotes candid and constructive dialogue, sufficient time has been allocated for such meetings, agenda items reflect key matters of importance to the company, and that the materials provided to the Board and the reports received from management are useful, comprehensive, and timely.

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Corporate Governance Matters – Nominees for Election to the Board

Nominees for Election to the Board

Below you will find each nominee’s biography along with other pertinent information, including a selection of each Board nominee’s skills and qualifications. Following the biographies, we have included a chart that exhibits the collective experience, qualifications, attributes, and skills of our Board nominees.

MARVIN R. ELLISON  INDEPENDENT
Age: 58 Director Since: 2014 Committees: Audit and Finance Governance, Safety, and Public Policy Other Public Company Directorships: Lowe’s Companies, Inc.		Mr. Ellison serves as Chairman of the Board, President, and Chief Executive Officer of Lowe’s Companies, Inc., a home improvement retailer, serving as Chairman since June 2021 and President and Chief Executive Officer since July 2018. Mr. Ellison served as Chairman of J. C. Penney Company, Inc., an apparel and home furnishings retailer, from August 2016 until May 2018, and Chief Executive Officer from August 2015 through May 2018 (J. C. Penney filed for reorganization in federal bankruptcy court on May 15, 2020). He served as President and CEO-Designee of J. C. Penney from November 2014 through July 2015. From August 2008 through October 2014, Mr. Ellison served as Executive Vice President – U.S. Stores of The Home Depot, Inc., a home improvement specialty retailer. From June 2002 to August 2008, he served in a variety of operational roles at The Home Depot, including as President – Northern Division and as Senior Vice President – Global Logistics. Prior to joining The Home Depot, Mr. Ellison spent 15 years at Target Corporation in a variety of operational roles. He is a former director of J. C. Penney Company, Inc. and H&R Block, Inc. SKILLS AND QUALIFICATIONS
			Marketing; Retail/E-Commerce Marketing expert with significant retail and e-commerce expertise through his executive experience at Lowe’s, The Home Depot, and J. C. Penney.
			Leadership Significant executive leadership experience gained from executive positions held at Lowe’s, J. C. Penney, and The Home Depot.
			Transportation/Logistics/Supply Chain Management Served in a variety of logistics roles during his career, including as Senior Vice President – Global Logistics at The Home Depot.

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Corporate Governance Matters – Nominees for Election to the Board

STEPHEN E. GORMAN  INDEPENDENT
Age: 68 Director Since: 2022 Committees: Cyber and Technology Oversight Governance, Safety, and Public Policy Other Public Company Directorships: Peabody Energy Corporation		Mr. Gorman is the former Chief Executive Officer of Air Methods Corporation, a leading domestic provider in the air medical market, a position he held from August 2018 until his retirement in January 2020. Prior to that, he served as the President and Chief Executive Officer of Borden Dairy Company, a fresh milk and value-added dairy processor and distributor, from 2014 until July 2017. Prior to joining Borden Dairy, he served as Executive Vice President and Chief Operating Officer of Delta Air Lines, Inc. from 2008 to 2014 and Executive Vice President – Operations of Delta Airlines from 2007 to 2008. Prior to that, Mr. Gorman served as the President and Chief Executive Officer of Greyhound Lines, Inc. from 2003 to 2007; the Executive Vice President, Operations Support and President, North America for Krispy Kreme Doughnuts, Inc. from 2001 to 2003; and Executive Vice President – Flight Operations & Technical Operations for Northwest Airlines Corp. in 2001. He previously served as a director of Greyhound Lines, Inc., Rohn Industries, Inc., Timco Aviation Services, Inc., Pinnacle Airlines Corporation, and ArcBest Corporation. SKILLS AND QUALIFICATIONS
			Transportation/Logistics/Supply Chain Management Extensive experience in the transportation industry as CEO and COO of public companies in the aviation and transportation industries.
			Financial As a public company CEO, had oversight of financial statements and strategic financial decisions, and led mergers and acquisitions and strategic restructuring activities.
			Risk Management Extensive risk management expertise as CEO and COO of public companies in the aviation and transportation industries.
			International Has extensive experience as an executive officer of large companies with global operations.
			Leadership Extensive leadership in CEO and other executive officer leadership positions for several large public and private corporations and experience as a public company director, including service as Lead Independent Director (ArcBest Corporation).

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SUSAN PATRICIA GRIFFITH  INDEPENDENT
Age: 58 Director Since: 2018 Committees: Compensation and Human Resources Governance, Safety, and Public Policy Other Public Company Directorships: The Progressive Corporation		Ms. Griffith currently serves as President and Chief Executive Officer of The Progressive Corporation, a leading property and casualty insurance company, positions she has held since July 2016. Prior to being named President and Chief Executive Officer, Ms. Griffith served as Progressive’s Personal Lines Chief Operating Officer from April 2015 through June 2016 and Vice President from May 2015 through June 2016. She joined Progressive as a claims representative in 1988 and has served in many key leadership positions during her tenure. Ms. Griffith held several managerial positions in the Claims division before being named Chief Human Resources Officer in 2002. In 2008, she returned to the Claims division as the group president, and prior to being named Personal Lines Chief Operating Officer, she was President of Customer Operations from April 2014 to March 2015. Ms. Griffith was named one of FORTUNE magazine’s “Most Powerful Women in Business” in 2016 and 2017. She is a former director of The Children’s Place, Inc. SKILLS AND QUALIFICATIONS
			Marketing; Retail/E-Commerce Extensive executive and managerial experience in an industry that emphasizes distinctive advertising and marketing campaigns.
			Leadership Has held a series of executive leadership positions at The Progressive Corporation, including her role as President and CEO.
			Technological/Digital/Cybersecurity Executive and managerial experience at a company that relies heavily on its ability to adapt to change, innovate, develop, and implement new applications and other technologies.
			Risk Management; Human Resource Management Extensive risk management expertise as President and CEO at The Progressive Corporation; has held several other managerial positions, including Chief Human Resources Officer, at The Progressive Corporation.

AMY B. LANE  INDEPENDENT
Age: 70 Director Since: 2022 Committees: Audit and Finance Compensation and Human Resources Other Public Company Directorships: NextEra Energy, Inc. and TJX Companies Inc.		Ms. Lane is the former Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., an investment banking firm, a position she held from 1997 until her retirement in 2002. Ms. Lane previously served as Managing Director at Salomon Brothers, Inc., an investment banking firm, where she founded and led the retail industry investment banking unit, having joined Salomon Brothers in 1989. Ms. Lane also previously served as a director of GNC Holdings, Inc. and as a member of the Board of Trustees of Urban Edge Properties. SKILLS AND QUALIFICATIONS
			Financial Earned an MBA in Finance from The Wharton School, University of Pennsylvania. Has numerous years of experience in financial services, capital markets, finance, and accounting, and public company audit and finance committee experience, including as a chair.
			Retail/E-Commerce Founded and led the retail industry investment banking units at Salomon Brothers and Merrill Lynch and is a member of the Board of TJX Companies Inc., a leading global off-price retailer.
			Energy Member of the Board of NextEra Energy, Inc., a leading clean energy company.
			Leadership Significant executive leadership, management, and strategy expertise as the former leader of two investment banking practices covering the global retailing industry and service as a director on numerous public company boards.

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R. BRAD MARTIN  INDEPENDENT — VICE CHAIRMAN
Age: 71 Director Since: 2011 Committees: Audit and Finance (Chair) Other Public Company Directorships: Westrock Coffee Company		Mr. Martin is Chairman of RBM Venture Company, a private investment company, a position he has held since 2007. He previously served as Chairman and Chief Executive Officer of Riverview Acquisition Corp., an investment company, from April 2021 until its merger with Westrock Coffee Company in August 2022. Mr. Martin was formerly the Chairman of the Board of Chesapeake Energy Corporation, a producer of oil, natural gas, and natural gas liquids, a position he held from October 2015 to February 2021. He was Chairman and Chief Executive Officer of Saks Incorporated from 1989 to 2006 and remained Chairman until his retirement in 2007. He is the former Interim President of the University of Memphis, a position he held from July 2013 until May 2014. He was previously a director of Chesapeake Energy Corporation, First Horizon National Corporation, Caesars Entertainment Corporation, Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc., Ruby Tuesday, Inc., and Riverview Acquisition Corp. SKILLS AND QUALIFICATIONS
			Financial; Risk Management Earned an MBA from Vanderbilt University. As a former CEO of a public company, he actively supervised the CFO, and has significant public company audit committee experience, including as a chair. An audit committee financial expert, as determined by the Board. Former chair of the First Horizon National Corporation Executive and Risk Committee.
			Marketing; Retail/E-Commerce Gained valuable retail marketing experience and successfully applied his marketing expertise as the former CEO of Saks, a leading department store retailer.
			Energy; Transportation/Logistics/Supply Chain Management Former member of the board of Pilot Travel Centers LLC and former Chairman of the Board of Chesapeake Energy Corporation.
			Government Former Tennessee state representative.

NANCY A. NORTON  INDEPENDENT
Age: 58 Director Since: 2022 Committees: Compensation and Human Resources Cyber and Technology Oversight Other Public Company Directorships: None		Vice Admiral Norton is the retired Director of the Defense Information Systems Agency (DISA), a U.S. Department of Defense combat support agency, and commander, Joint Force Headquarters Department of Defense Information Network, positions she held from February 2018 through February 2021 after serving as Vice Director of DISA from August 2017 through February 2018. Vice Admiral Norton served over 34 years of active duty service as an officer in the U.S. Navy. She served as the director, Command, Control, Communications and Cyber Directorate, U.S. Pacific Command; director of Warfare Integration for Information Warfare; and held commands and posts in multiple international locations. She is the recipient of numerous personal and campaign awards, including the National Security Agency’s Frank B. Rowlett Award for individual achievement in information security. SKILLS AND QUALIFICATIONS
			Technological/Digital/Cybersecurity Served as Director of DISA, where her focus was providing information and cyber security tools and support for the U.S. Department of Defense; held numerous other communications and information security senior leadership positions while serving in the U.S. Navy.
			Human Resource Management Led global teams as a Vice Admiral in the U.S. Navy and Director of DISA.
			International Has extensive experience conducting technology and cyberspace operations as a U.S. Naval officer, including numerous international leadership positions.
			Government; Leadership Served for 34 years as an officer in the U.S. Navy; provided leadership and oversight of global team at DISA.

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FREDERICK P. PERPALL  INDEPENDENT
Age: 48 Director Since: 2021 Committees: Audit and Finance Governance, Safety, and Public Policy Other Public Company Directorships: Starwood Property Trust, Inc.		Mr. Perpall currently serves as Chief Executive Officer of The Beck Group, one of the world’s largest integrated design-build firms, a position he has held since 2013. Mr. Perpall leads the firm’s domestic and international design, planning, and construction business. He also serves on the Board of Councilors for The Carter Center and is President of the United States Golf Association Executive Committee. Mr. Perpall has a bachelor’s and master’s degree from the University of Texas at Arlington and is a member of the American Institute of Architects College of Fellows, an alumnus of Harvard Business School’s Advanced Management Program, and a former Americas Fellow at The Baker Institute at Rice University. He previously served as a director of Triumph Bancorp, Inc. SKILLS AND QUALIFICATIONS
			Risk Management Has extensive experience in an industry where oversight and management of risks related to safety and compliance are mission-critical functions.
			Financial Alumnus of Harvard Business School’s Advanced Management Program; public company audit and investment committee member.
			Leadership Ten years of service as Chief Executive Officer of The Beck Group.

JOSHUA COOPER RAMO  INDEPENDENT
Age: 54 Director Since: 2011 Committees: Cyber and Technology Oversight (Chairman) Other Public Company Directorships: None		Mr. Ramo is Chairman and Chief Executive Officer of Sornay, LLC, a strategic advisory firm, a position he has held since January 2021. He previously served as Vice Chairman, Co-Chief Executive Officer, of Kissinger Associates, Inc., a strategic advisory firm, from 2011 through 2020 (he was Vice Chairman since 2011 and Co-Chief Executive Officer since 2015). He served as Managing Director of Kissinger Associates from 2006 to 2011. Prior to joining Kissinger Associates, he was Managing Partner of JL Thornton & Co., LLC, a consulting firm. Before that, he worked as a journalist and served as Senior Editor, Foreign Editor, and then Assistant Managing Editor of TIME Magazine from 1995 to 2003. He is a former director of Starbucks Corporation. SKILLS AND QUALIFICATIONS
			Leadership Chairman and Chief Executive Officer, Sornay, LLC; former Vice Chairman, Co-Chief Executive Officer, of Kissinger Associates.
			International Has been a term member of the Council on Foreign Relations, Asia 21 Leaders Program, World Economic Forum’s Young Global Leaders, and Global Leaders of Tomorrow. He co-founded the U.S.-China Young Leaders Forum in conjunction with the National Committee on U.S.-China Relations.

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SUSAN C. SCHWAB  INDEPENDENT
Age: 68 Director Since: 2009 Committees: Compensation and Human Resources Cyber and Technology Oversight Other Public Company Directorships: Caterpillar Inc. and Marriott International, Inc.		Ambassador Schwab is currently Professor Emerita at the University of Maryland School of Public Policy, a position she has held since June 2020. Prior to being named Professor Emerita, Ambassador Schwab was a Professor from January 2009 to May 2020. She has also served as a strategic advisor to Mayer Brown LLP, a law firm, since March 2010. She served as U.S. Trade Representative from 2006 to January 2009 and as Deputy U.S. Trade Representative from 2005 to 2006. She was Vice Chancellor of the University System of Maryland and President and Chief Executive Officer of the University System of Maryland Foundation from 2004 to 2005. Ambassador Schwab was Dean of the University of Maryland School of Public Policy from 1995 to 2003. She was Director of Corporate Business Development of Motorola, Inc., an electronics manufacturer, from 1993 to 1995. She was Assistant Secretary of Commerce for the U.S. and Foreign Commercial Service from 1989 to 1993. Ambassador Schwab also serves as Board Chair of the National Foreign Trade Council. She is a former director of The Boeing Company. SKILLS AND QUALIFICATIONS
			International; Government Former U.S. Trade Representative and former Director–General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce), the export promotion arm of the U.S. government.
			Leadership Former U.S. Trade Representative, former Director–General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce), former President and Chief Executive Officer of the University System of Maryland Foundation, and former Dean of the University of Maryland School of Public Policy.

FREDERICK W. SMITH
Age: 78 Director Since: 1971 Committees: None Other Public Company Directorships: None		Mr. Smith is the company’s founder and has been Executive Chairman of FedEx since June 1, 2022, and Chairman of the Board since 1998. Mr. Smith was Chief Executive Officer of FedEx from 1998 through May 2022 and President of FedEx from 1998 through January 2017. He was Chairman, President, and Chief Executive Officer of FedEx Express from 1983 to 1998, Chief Executive Officer of FedEx Express from 1977 to 1998, President of FedEx Express from 1971 to 1975, and Chairman of FedEx Express from 1975 to May 2022. SKILLS AND QUALIFICATIONS
			Transportation/Logistics/Supply Chain Management; Leadership Founder and former CEO of our company and the pioneer of the express transportation industry.
			Energy Chairman Emeritus of the Energy Security Leadership Council.
			International Founder and former CEO of our multinational company and has served on the board of the Council on Foreign Relations and as chairman of the U.S.-China Business Council and the French-American Business Council.

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DAVID P. STEINER   INDEPENDENT — LEAD INDEPENDENT DIRECTOR

Age: 63 Director Since: 2009 Committees: Governance, Safety, and Public Policy (Chair) Other Public Company Directorships: Vulcan Materials Company		Mr. Steiner is the former Chief Executive Officer of Waste Management, Inc., a provider of integrated waste management services, serving as Chief Executive Officer from 2004 through October 2016. He was President of Waste Management, Inc. from 2010 through July 2016, Executive Vice President and Chief Financial Officer from 2003 to 2004, Senior Vice President, General Counsel and Corporate Secretary from 2001 to 2003, and Vice President and Deputy General Counsel from 2000 to 2001. He was a partner at Phelps Dunbar L.L.P., a law firm, from 1990 to 2000. Mr. Steiner was previously a director of TE Connectivity Ltd. and Waste Management, Inc. SKILLS AND QUALIFICATIONS
			Transportation/Logistics/Supply Chain Management Former CEO of Waste Management, which transports waste materials.
			Financial Has an accounting degree from Louisiana State University and was CFO of Waste Management before becoming its CEO.
			Energy Former CEO of Waste Management, which has taken an industry leadership role in converting waste to renewable energy.

RAJESH SUBRAMANIAM

Age: 57 Director Since: 2020 Committees: None Other Public Company Directorships: The Procter & Gamble Company		Mr. Subramaniam serves as President and Chief Executive Officer of FedEx Corporation, a position he has held since June 2022. In this position, Mr. Subramaniam provides strategic direction for the FedEx portfolio of operating companies. During his more than 30-year tenure with FedEx, Mr. Subramaniam has served in a multitude of leadership roles, including President and Chief Executive Officer-Elect of FedEx Corporation from March 2022 to May 2022, President and Chief Operating Officer of FedEx Corporation from March 2019 to March 2022, President and Chief Executive Officer of FedEx Express, the world’s largest express transportation company, from January 2019 to March 2019, and Executive Vice President and Chief Marketing and Communications Officer of FedEx Corporation from January 2017 to December 2018. He served as Executive Vice President of Marketing and Communications at FedEx Services from 2013 to January 2017. He is a former director of First Horizon National Corporation. SKILLS AND QUALIFICATIONS
			Transportation/Logistics/Supply Chain Management Over 30 years of experience at FedEx in several operating companies.
			International; Leadership Has held leadership roles at FedEx in the Asia-Pacific region and Canada. Serves on the U.S.-India Strategic Partnership Forum and the U.S.-China Business Council.
			Marketing; Retail/E-Commerce Oversaw all aspects of FedEx’s global marketing and communications, including advertising, brand and reputation, product and business development, e-commerce, revenue and forecasting planning, retail marketing, and digital access.
			Technological/Digital/Cybersecurity Responsible for several landmark developments at FedEx, including the continuing digital transformation of the company, and has had an instrumental role in recent technology upgrades to address the continued growth of e-commerce.

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PAUL S. WALSH   INDEPENDENT

Age: 68 Director Since: 1996 Committees: Compensation and Human Resources (Chair) Other Public Company Directorships: McDonald’s Corporation and Vintage Wine Estates, Inc.		Mr. Walsh is Executive Chairman of the Board of McLaren Group Limited, a luxury automotive, motorsport, and technology company, a position he has held since January 2020. He also currently serves as an advisor for L.E.K. Consulting, a global strategy consulting firm, and TPG Capital LLP, a private investment firm. Mr. Walsh formerly served as Operating Partner at Bespoke Capital Partners LLC, an investment company, and Executive Chairman of Bespoke Capital Acquisition Corp., in each case from August 2016 until June 2021, and he served as Chairman of the Board of Compass Group PLC, a food service and support services company, from February 2014 to December 2020. Mr. Walsh served as Chief Executive Officer of Diageo plc, a beverage company, from 2000 to June 2013 and then served as an advisor to the company from July 2013 through 2014. Mr. Walsh also is a director of Chime Communications Limited, where he serves as Chairman of the Board, and UPL Corporation Ltd., Cayman. He has been a member of the U.K. Prime Minister’s Business Advisory Group since July 2015 and has been a Business Ambassador on the U.K. government’s Business Ambassador Network since his appointment in August 2012. Mr. Walsh was Chairman, President, and Chief Executive Officer of The Pillsbury Company, a wholly owned subsidiary of Diageo plc, from 1996 to 2000, and Chief Executive Officer of The Pillsbury Company from 1992 to 1996. He was previously a director of Avanti Communications Group PLC, Centrica plc, Compass Group PLC, Diageo plc, HSBC Holdings plc, Ontex Group NV, Pace Holdings Corp., RM2 International S.A., TPG Pace Holdings Corp., Unilever PLC, and Bespoke Capital Acquisition Corp. SKILLS AND QUALIFICATIONS
			International Former CEO of a U.K.–based, large multinational corporation.
			Financial Has held executive finance positions, including CFO of a major division, at a U.K.–based public company.
			Marketing; Retail/E-Commerce Led a company that owes much of its growth and success to highly effective marketing of its brands. His consumer-centric experience brings a vital and unique perspective to the Board.
			Government Has held executive positions at companies where government interface is crucial.

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Summary of Director Nominee Experience, Qualifications, Attributes, and Skills

Transportation/Logistics/Supply Chain Management Experience is a positive attribute as it greatly increases a director’s understanding of our business operations and its management.

International Experience is beneficial given our operations in over 220 countries and territories.

Financial Expertise is important given our use of financial targets as measures of success and the importance of accurate financial reporting and robust internal auditing.

Marketing Expertise is valuable because we emphasize promoting and protecting the FedEx brand, one of our most important assets.

Retail/E-Commerce Expertise is significant because we are strategically focused on the opportunity presented by this massive and fast-growing market.

Technological/Digital/Cybersecurity Expertise is beneficial because attracting and retaining customers and competing effectively depend in part upon the sophistication, security, and reliability of our technology.

Energy Expertise is important as we are committed to protecting the environment and have initiatives under way to reduce our energy use and minimize our environmental impact.

Human Resource Management Expertise is important because our success depends on the talent, dedication, and well-being of our people — our greatest asset.

Government Experience is useful in our highly regulated industry as we work constructively with governments around the world.

Risk Management Expertise is important as we work to identify and manage risks to our business and operations in a complex global environment.

Leadership Experience is critical because we want directors with the experience and confidence to capably advise our executive management team on a wide range of issues.

Audit Committee Financial Expert

The Board of Directors has determined that R. Brad Martin is an audit committee financial expert as that term is defined in SEC rules.

Director Independence

The Board of Directors has determined that each member of the Audit and Finance, Compensation and Human Resources, and GSPP Committees is independent. With the exception of Frederick W. Smith and Rajesh Subramaniam, each of the Board’s current members (Marvin R. Ellison, Stephen E. Gorman, Susan Patricia Griffith, Kimberly A. Jabal, Amy B. Lane, R. Brad Martin, Nancy A. Norton, Frederick P. Perpall, Joshua Cooper Ramo, Susan C. Schwab, David P. Steiner, and Paul S. Walsh) is independent and meets the applicable independence requirements of the New York Stock Exchange (including the additional New York Stock Exchange and SEC requirements for Audit and Finance Committee and Compensation and Human Resources Committee members, as applicable, with respect to current committee members) and the Board’s more stringent standards for determining

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director independence. Mr. Smith is FedEx’s Executive Chairman, and Mr. Subramaniam is FedEx’s President and Chief Executive Officer. V. James Vena served as a director during fiscal 2023 and until his resignation from the Board on July 26, 2023, following his appointment as Chief Executive Officer and a board member of Union Pacific Corporation. The Board also determined that Mr. Vena was independent.

Under the Board’s standards of director independence, which are included in FedEx’s Corporate Governance Guidelines, available under the ESG heading on the Investor Relations page of our website at investors.fedex.com, a director will be considered independent only if the Board affirmatively determines that the director has no direct or indirect material relationship with FedEx, other than as a director. The standards set forth certain categories or types of transactions, relationships, or arrangements with FedEx, as follows, each of which (i) is deemed not to be a material relationship with FedEx, and thus (ii) will not, by itself, prevent a director from being considered independent:

	Prior Employment of Director. The director was employed by FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.
	Prior Employment of Immediate Family Member. An immediate family member was an officer of FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.
	Current Employment of Immediate Family Member. An immediate family member is employed by FedEx in a non-officer position, or by FedEx’s independent auditor not as a partner and not personally working on FedEx’s audit.
	Interlocking Directorships. An executive officer of FedEx served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended.
	Transactions and Business Relationships. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that makes or has made payments to, or receives or has received payments (other than contributions, if the company is a tax-exempt organization) from, FedEx for property or services, and the amount of such payments has not within any of such other company’s three most recently completed fiscal years exceeded one percent (or $1 million, whichever is greater) of such other company’s consolidated gross revenues for such year.
	Indebtedness. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that is indebted to FedEx or to which FedEx is indebted, and the aggregate amount of such debt is less than one percent (or $1 million, whichever is greater) of the total consolidated assets of the indebted company.
	Charitable Contributions. The director is a trustee, fiduciary, director, or officer of a tax-exempt organization to which FedEx contributes, and the contributions to such organization by FedEx have not within any of such organization’s three most recently completed fiscal years exceeded one percent (or $250,000, whichever is greater) of such organization’s consolidated gross revenue for such year.

In determining each director’s independence, the Board broadly considered all relevant facts and circumstances, including the following immaterial transactions, relationships, and arrangements:

	Mr. Ellison serves, and Mr. Martin served (through June 30, 2022), on the Board of Trustees of the University of Memphis, a non-profit entity to which FedEx makes payments and charitable contributions. Robert B. Carter, FedEx’s Executive Vice President, FedEx Information Services and Chief Information Officer, was appointed to the Board of Trustees of the University of Memphis effective July 1, 2023. The payments and charitable contributions made by FedEx to the University of Memphis in fiscal 2023 represented 2.8% of the University’s consolidated gross revenue for the year. The payments and charitable contributions made by FedEx to the University of Memphis in each of its 2022 and 2021 fiscal years represented less than one percent of the University’s consolidated gross revenue for the year. The Board determined that Messrs. Ellison and Martin are independent directors under the Board’s independence standards as neither of them has a direct or indirect material relationship with either FedEx or the University of Memphis, other than as a director, trustee, or former trustee, and neither of them derive any financial or other personal benefit from these transactions.
	FedEx has an ordinary course business relationship with Lowe’s Companies, Inc., an entity for which Mr. Ellison has served as Chairman of the Board since June 2021 and President and Chief Executive Officer and as a director since July 2018. The amount of the payments made by FedEx to Lowe’s (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.
	FedEx has an ordinary course business relationship with The Progressive Corporation, an entity for which Ms. Griffith serves as President and Chief Executive Officer and as a director since July 2016. The amount of the payments made by FedEx to Progressive (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.
	Mr. Martin and Mr. Carter served as members of the board of managers of Pilot Travel Centers LLC in fiscal 2023 (through April 2023). The amount of the payments made by FedEx to Pilot Travel Centers in calendar years 2022 and 2020 did not exceed one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year, and the amount of payments in calendar 2021 was approximately 1.1% of Pilot Travel Center’s consolidated gross revenue in 2021.

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Related Person Transactions

In accordance with the company’s Policy on Review and Preapproval of Related Person Transactions, which is described in more detail below in “— Board Processes and Policies — Policy on Review and Preapproval of Related Person Transactions,” the GSPP Committee has reviewed the following existing related person transactions and determined that they remain in the best interests of FedEx and our stockholders:

	FedEx’s policy on personal use of corporate aircraft requires officers to pay FedEx two times the cost of fuel, plus applicable passenger ticket taxes and fees, for personal trips. Pursuant to this requirement, Mr. Smith paid FedEx $1,320,493 during fiscal 2023 in connection with certain personal use of corporate aircraft.
	Mr. Smith’s oldest son is employed by FedEx Express as its President and Chief Executive Officer–Airline and International and was formerly its President and Chief Executive Officer. The compensation of Mr. Smith’s oldest son for fiscal 2023 (including any incentive compensation amounts and the Black-Scholes value of any stock option award) was $4,989,200.
	Mr. Smith’s daughter is employed by FedEx Corporation as a staff director of global public policy; Mr. Subramaniam’s brother is employed by FedEx Services as a manager of information technology; the son-in-law of Mark R. Allen, FedEx’s Executive Vice President, General Counsel and Secretary, is employed by FedEx as a managing director in the legal department; and the wife of Sriram Krishnasamy, FedEx’s Executive Vice President and Chief Transformation Officer and Chief Executive Officer–FedEx Dataworks, is employed by FedEx Services as a manager of information technology. The total annual compensation of each of Mr. Smith’s daughter, Mr. Subramaniam’s brother, Mr. Allen’s son-in-law, and Mr. Krishnasamy’s wife for fiscal 2023 (including any incentive compensation and the Black-Scholes value of any stock option award) did not, individually, exceed $395,000.
	In fiscal 2017, following the Board’s approval, FedEx entered into a two-year software services agreement with LiveSafe, Inc., a leading mobile risk intelligence solution for safety and security incident prevention, response, and communication. Mr. Smith is a former member of the board of directors of LiveSafe, and an affiliated entity of Mr. Smith invested $7.25 million in LiveSafe’s Series B financings. Mr. Smith’s youngest son was an employee and partial owner of LiveSafe. Under the terms of the agreement, FedEx paid LiveSafe $300,000 per year, in addition to an initial set-up fee of approximately $20,000. In July 2018, following the Board’s approval, FedEx and LiveSafe agreed to amend and extend the agreement through July 2021. Pursuant to the amendment, the number of licensed FedEx users of the LiveSafe application increased, and FedEx paid total license fees of approximately $4.4 million over the three-year term of the agreement. In October 2020, Vector Solutions, an unrelated third party and provider of software solutions for learning, operational readiness, workforce management, and risk reduction, acquired LiveSafe. Following the sale of LiveSafe to Vector Solutions, Mr. Smith and Mr. Smith’s youngest son no longer hold any ownership interests in LiveSafe or Vector Solutions, and Mr. Smith’s youngest son is no longer employed by LiveSafe or Vector Solutions. In connection with the sale of LiveSafe, Vector Solutions and Mr. Smith’s youngest son entered into a referral agreement pursuant to which Mr. Smith’s youngest son receives commissions upon the renewal of certain LiveSafe agreements in place prior to the sale, including the FedEx agreement. LiveSafe is an integral part of our workplace safety program. Based on the recommendations of our Security and Information Technology leadership, in fiscal 2022 FedEx extended the term of the software services agreement with Vector Solutions (as successor to LiveSafe) for a three-year term beginning July 31, 2021 through July 30, 2024. The GSPP Committee and the independent members of the Board approved the extension of the agreement. FedEx will pay an annual license fee of $1,545,000 for each year of the three-year term based on the current number of licensed FedEx users. Pursuant to the referral agreement, Vector Solutions will pay Mr. Smith’s youngest son a commission of $154,500 per year over the three-year renewal term based on the current number of licensed FedEx users.

The Board’s Role and Responsibilities

FedEx Corporate Governance

Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, as well as a culture of and reputation for the highest levels of ethics, integrity, and reliability. We periodically review our governance policies and practices against evolving standards and make changes when the Board believes they would be in the best interests of stockholders. We value the perspectives of our stockholders and other stakeholders, including our employees and the communities in which we operate, and take steps to address their concerns where warranted.

In considering possible modifications of our corporate governance policies and practices, our Board and management focus on those changes that are best for our company and our industry. Our focus is on the best long-term interests of our company, our stockholders, and our other stakeholders.

The following sections summarize our corporate governance policies and practices, including our Board leadership structure and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including our Corporate Governance Guidelines, our Board committee charters, and our Code of Conduct, are available under the ESG heading on the Investor Relations page of our website at investors.fedex.com.

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Board Risk Oversight

The Board of Directors’ role in risk oversight at FedEx is consistent with the company’s leadership structure, with management having day-to-day responsibility for assessing and managing the company’s risk exposure and the Board and its committees providing oversight in connection with those efforts, with particular focus on the adequacy of FedEx’s risk management practices and regularly reviewing the most significant risks facing the company. The Board performs its risk oversight role by using several different levels of review. Each Board meeting includes a strategic overview by the Chief Executive Officer that describes the most significant issues, including risks, affecting the company, and also includes business updates on each reporting segment. In addition, at least annually, the Board reviews in detail the business and operations of each of the company’s reporting segments, including the primary risks associated with that segment. The Board also reviews the risks associated with the company’s financial forecasts and annual business plan.

Additionally, risks are identified and managed in connection with the company’s robust enterprise risk management (“ERM”) process. Our ERM process provides the enterprise with a common framework and terminology to ensure consistency in identification, reporting, and management of key risks. The ERM process is embedded in our strategic financial planning process, which ensures explicit consideration of risks that affect the underlying assumptions of strategic plans and provides a platform to facilitate integration of risk information in business decision-making.

The Board has four standing committees. The Board has delegated to each of its committees responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility.

		Audit and Finance Committee					Cyber and Technology Oversight Committee
	The Audit and Finance Committee reviews and discusses with management the company’s financial affairs, including capital structure, allocation, and returns; strategic financial outlook; annual business plan; major financial and other risk exposures and the steps management has taken to monitor and control such exposures; and the implementation and effectiveness of the company’s compliance and ethics programs, including the Code of Conduct and the FedEx Alert Line. In addition, the Audit and Finance Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process. The ERM process culminates in an annual presentation to the Audit and Finance Committee on the key enterprise risks facing FedEx.					The Cyber and Technology Oversight Committee reviews and discusses with management the company’s cyber and technology-related risks, including network security, information security, and data privacy and protection, and the technologies, policies, processes, and practices for managing and mitigating such risks. It also reviews and discusses with management the cybersecurity, cyber-resiliency, and technology aspects of the company’s business continuity and disaster recovery capabilities and contingency plans.

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		Compensation and Human Resources Committee					Governance, Safety, and Public Policy Committee
	The Compensation and Human Resources Committee, or “Compensation & HR Committee,” reviews and discusses with management the relationship between the company’s compensation policies and practices and the company’s risk management, including the extent to which those policies and practices create or decrease risks for the company. In addition, the Compensation & HR Committee reviews and discusses with management the company’s key human resource management strategies and programs, including company culture; diversity, equity, and inclusion (“DEI”); workforce demographics; and enterprise health care programs.					The Governance, Safety, and Public Policy Committee, or “GSPP Committee,” reviews and discusses with management, in light of the company’s risk exposure, the composition, structure, processes, and practices of the Board and the Board committees. In addition, the GSPP Committee reviews and discusses with management the company’s safety strategies, policies, programs, and practices and safety-related risk management strategies, programs, and initiatives; steps taken by management to identify, assess, and manage risks relating to the company’s political activities and expenditures; corporate social responsibility (“CSR”) goals, strategies, and programs, including the management of sustainability- and climate-related risks; and the company’s Securities Manual, which regulates trading in FedEx securities by our executives and Board members.

Board Oversight of Sustainability and Corporate Social Responsibility Matters

FedEx is well recognized as a leader not only in the transportation industry and for technological innovation, but also in global CSR. We understand that a sustainable global business is tied to our ESG commitments, strategies, and goals, and we are committed to connecting the world responsibly and resourcefully. Our CSR strategies and programs emphasize long-term performance that creates lasting, positive value for our business, society, and our stakeholders, including customers, team members, suppliers, communities, and stockholders. Our culture, principles, and emphasis on long-term performance have guided our company since our founding five decades ago. Key elements of our CSR strategy include our “Safety Above All” commitment for all our operations; environmental efficiency innovations; a sustainable supply chain; a diverse, equitable, and inclusive workplace; and the robust giving and volunteering platform known as FedEx Cares. We have aligned our CSR platform with our company’s mission and values and embedded it into our strategies, governance, operations, systems, and culture. We conduct regular ESG materiality assessments to make sure we remain focused on the right CSR priorities for the benefit of our business, our customers, our team members, our stockholders, and other key stakeholders.

The FedEx Enterprise Sustainability Council is responsible for setting, implementing, and reviewing our company-wide sustainability strategy and is chaired by our Chief Sustainability Officer. The Chief Sustainability Officer also oversees the company-wide implementation of our environmental management system and reviews performance on an annual basis. The Chief Sustainability Officer regularly reviews our sustainability programs with the GSPP Committee.

Our governance, operations, culture, and CSR priorities are closely aligned. The Board of Directors and its committees oversee our global CSR initiatives. The Board is responsible for reviewing and overseeing our culture and evaluating management’s efforts to align corporate culture with our stated values and long-term strategy. Additionally, the Board has delegated to each of its committees responsibility for the oversight of specific aspects of our corporate culture and other CSR activities that fall within the committee’s areas of responsibility.

	The Audit and Finance Committee evaluates the execution and effectiveness of our corporate integrity and compliance programs and regularly discusses with management other developments regarding ESG reporting, including the alignment of financial reporting and ESG disclosures and internal controls and procedures related to ESG disclosures.
	The GSPP Committee oversees our CSR goals, strategies, and programs, including the management of sustainability- and climate-related risks. The committee is also responsible for overseeing our safety programs and political activities and expenditures.
	The Compensation & HR Committee oversees our DEI, culture, workforce demographics, enterprise healthcare, and other key human resource management strategies and initiatives.
	The Cyber and Technology Oversight Committee reviews and discusses with management the company’s technologies, policies, processes, and practices for managing and mitigating cyber- and technology-related risks and monitors the company’s business continuity and disaster recovery capabilities and contingency plans.

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FedEx is committed to actively supporting the communities we serve worldwide through the strategic investment of our people, resources, and network. We provide financial contributions, in-kind charitable shipping services, and volunteer efforts by our team members to help a variety of non-profit organizations achieve their goals and make a measurable impact on the world.

ESG and CSR Highlights

The success of our efforts is built on our sound ESG practices, which are aligned with our company strategic focus. We remain steadfast in transparently sharing our progress in three areas that are central to everything we do—our principles, our people, and our planet. FedEx publishes an annual ESG Report describing how we think about our responsibilities in the area of global CSR that includes important goals and metrics demonstrating our commitment to fulfilling these responsibilities. Our 2023 ESG Report is available at fedex.com/en-us/sustainability/reports.html.

FedEx also publishes a Global Economic Impact Report highlighting the company’s impact on the communities we serve. With operations in more than 220 countries and territories, the economic footprint of FedEx is not limited to any single market, city, or state: FedEx contributes positively to local economies and enables global trade by offering shipping and logistics services that impact output at origins, stopover, and destination locations around the world. Our 2022 Global Economic Impact Report is available at economicimpact.fedex.com.

The 2023 ESG Report and 2022 Global Economic Impact Report are not incorporated by reference in, and do not form a part of, this proxy statement.

Highlights from the 2023 ESG Report and 2022 Global Economic Impact Report are noted below:

Our Principles		We run our business with an absolute commitment to safety, ethics, integrity, and reliability in our global operations, as well as in how we manage global supply chain relationships, advocacy, data, and cybersecurity practices. In 2023, FedEx was recognized by Ethisphere as one of the World’s Most Ethical Companies®. FedEx was the only honoree in the Transportation/Trucking/Railroad industry category in 2023.
Our People		For fiscal 2022, 36% of FedEx management employees in the U.S. were minorities, and 27% of FedEx management employees globally were women. In fiscal 2022, FedEx provided over $23 million in tuition assistance to more than 12,000 employees. In fiscal 2022, FedEx contributed over $5 million to various non-profits aligned with our DEI commitment. In 2022, FedEx was named one of the Best-of-the-Best Corporations for Inclusion by the National Business Inclusion Consortium. Our lost-time injury rate (as defined by standards published by the U.S. Occupational Safety and Health Administration) for fiscal 2022 decreased 28% compared to fiscal 2021.
Our Planet		Thanks to our ongoing collective emissions-reduction efforts, we decreased carbon dioxide emissions intensity on a revenue basis by 48.9% from fiscal 2009 through fiscal 2022, a period during which our average daily package volume grew by 142%. For fiscal 2022, our ongoing fuel- and energy-savings initiatives avoided almost 2.8 million metric tons of CO2e, more than 12% of our fiscal 2022 total greenhouse gas emissions. For fiscal 2022, 150 million gallons of jet fuel were avoided through aircraft modernization efforts, reducing our fiscal 2022 total jet fuel consumption by 10.76%. In fiscal 2022, we had over 6,200 alternative fuel vehicles in service. In fiscal 2022, 100% of purchased FedEx Office paper and 64% of FedEx-branded packaging was sourced from certified sustainable sources. Our “one FedEx” and Network 2.0 strategic initiatives are a structural shift in the way we utilize our networks. Going forward, we will leverage these initiatives to reduce our station footprint, decrease pickup-and-delivery routes, and optimize our enterprise linehaul networks.
Our Global Impact		We donated $86 million to charitable organizations in fiscal 2022. According to an analysis prepared by Dun & Bradstreet, FedEx operations and business activity indirectly contributed to net economic output worth an estimated $22.6 billion across the global economy in fiscal 2022. $18.8 billion in goods and services were acquired from diverse and small business suppliers in our U.S. operations in fiscal 2022.

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Stockholder Engagement

We believe that thoughtful stockholder engagement is important, and we have a long history of such engagement. We have an active stockholder engagement program in which we meet regularly with our largest stockholders to discuss our business strategy, operations, sustainability and CSR programs, and corporate governance, as well as other topics of interest to them. Our stockholder engagement efforts allow us to better understand our stockholders’ priorities, perspectives, and concerns, and enable the company to effectively address issues that matter most to our stockholders.

We also give our stockholders the means by which they can communicate with our Board. As set forth in our Corporate Governance Guidelines, one of the responsibilities of each of our Lead Independent Director and Vice Chairman of the Board is to communicate with stockholders, as appropriate, and if so requested. Moreover, as discussed in more detail in “— Board Processes and Policies — Communications with Directors,” our stockholders have the ability to communicate directly with any director (including our Lead Independent Director or Vice Chairman of the Board), any Board committee, or the full Board.

Stockholder Engagement

Engagement Highlights
	Since our last annual meeting, we have engaged with a global and diverse group of approximately 400 stockholders, including actively managed funds, index funds, union and public pension funds, and socially responsible investment funds. This group represented approximately 41% of our outstanding shares. Participants included our President and Chief Executive Officer, Lead Independent Director and Chair of the GSPP Committee, Vice Chairman of the Board and Chair of the Audit and Finance Committee, Chair of the Compensation & HR Committee, Chief Sustainability Officer, Executive Vice President – Chief People Officer, and legal and investor relations teams.

Focus Areas
	Business Strategy and Performance		Human Resource Management
	Executive Compensation		Board Governance, Composition, and Refreshment
	Corporate Culture and DEI		Climate Change and Other Sustainability Matters

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Corporate Governance Matters – Board Structure

Executive Management Succession Planning

The Board of Directors has in place an effective planning process to select successors to the Chief Executive Officer and other members of executive management. The GSPP Committee, in consultation with the Chief Executive Officer, annually reports to the Board on executive management succession planning. The entire Board works with the GSPP Committee and the Chief Executive Officer to evaluate potential successors to the CEO and other members of executive management. Through this process, the Board receives information that includes qualitative evaluations of potential successors to the Chief Executive Officer and other executives. Each Board member has complete and open access to any member of management. We believe this enhances the Board’s oversight of succession planning. The Chief Executive Officer will at all times make available, and periodically provides to the Board, his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. Additionally, the Board periodically reviews and revises as necessary the company’s emergency executive management succession plan, which details the actions to be taken by specific individuals in the event a member of executive management suddenly dies, departs unexpectedly, or becomes incapacitated.

Board Structure

Board Leadership Structure

FedEx’s strong and independent Board of Directors effectively oversees our management and provides vigorous oversight of FedEx’s business and affairs in support of our mission of producing superior financial returns for our stockholders by providing high value-added logistics, transportation, and related business services through focused operating companies.

The leadership structure of our Board of Directors includes:

The roles of FedEx Chairman of the Board and Chief Executive Officer are held by two separate individuals. From 1977 until May 31, 2022, Frederick W. Smith, FedEx’s founder, served as both Chairman of the Board of Directors and Chief Executive Officer. Effective June 1, 2022, in connection with the announcement that Mr. Smith was stepping down as Chief Executive Officer and that Rajesh Subramaniam had been promoted to the role of President and Chief Executive Officer, the Board named Mr. Smith as Executive Chairman. As Executive Chairman, Mr. Smith focuses on Board governance as well as issues of global importance, including sustainability, innovation, and public policy. This separation of the roles of Chairman and Chief Executive Officer allows FedEx to leverage Mr. Smith’s extensive knowledge of FedEx while transitioning full oversight of FedEx’s strategic initiatives and business plans to Mr. Subramaniam. In addition, effective March 25, 2022, the Board named R. Brad Martin, the independent chair of the Audit and Finance Committee, as Vice Chairman of the Board and designated him as the successor to the Chairman of the Board, meaning that he will become the independent Chairman of the Board at such time as Mr. Smith leaves the Board. The Board also determined to maintain the policy requiring that if the Chairman of the Board is the Chief Executive Officer, an Executive Chairman, or otherwise not independent, the chairperson of the GSPP Committee shall serve as Lead Independent Director.

The current Board leadership model, when combined with the composition of the Board, the strong leadership of our independent directors, Board committees, Vice Chairman, and Lead Independent Director, and the highly effective corporate governance structures and processes in place, strikes an appropriate balance between consistent leadership and independent oversight of FedEx’s business and affairs. As set forth in our Corporate Governance Guidelines, the Lead Independent Director has the following responsibilities and authority:

	presides at executive sessions of the non-management and independent Board members and, if a Vice Chairman of the Board is not serving, presides at all other meetings of the Board of Directors at which the Chairman of the Board is not present;
	serves as a liaison between the Chairman of the Board and independent Board members, it being understood that all Board members have complete and open access to any member of management;
	reviews and approves Board meeting agendas and Board meeting schedules;
	consults with the Chairman of the Board with regard to other information sent to the Board of Directors in connection with Board meetings or other Board action;
	may call meetings of the independent Board members as he deems necessary or appropriate; and
	is available to communicate with stockholders of the Company, as appropriate, if requested by such stockholders.

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In addition, under our Corporate Governance Guidelines, the Board may elect an independent director to serve as Vice Chairman, and such Vice Chairman will serve as the designated successor to the Chairman of the Board. FedEx’s Bylaws provide that a Vice Chairman of the Board shall exercise the powers and perform the duties of the Chairman of the Board when the Chairman of the Board is not present. In addition, the Vice Chairman of the Board:

	works closely with the Chairman of the Board to assist the Chairman of the Board in carrying out his duties;
	provides such other assistance as the Chairman of the Board may request;
	communicates with stockholders of the company, as appropriate, if requested by such stockholders; and
	has additional responsibilities as may be prescribed by the Board from time to time.

The Board believes that FedEx’s Bylaws and Corporate Governance Guidelines help ensure that strong and independent directors will continue to play the central oversight role necessary to maintain FedEx’s commitment to the highest quality corporate governance. Under our Bylaws and Corporate Governance Guidelines, the Board maintains the following practices, in addition to those described above:

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Board Committees

The Board of Directors has four standing committees: the Audit and Finance Committee, Compensation & HR Committee, Cyber and Technology Oversight Committee, and GSPP Committee. Each committee’s written charter, as adopted by the Board of Directors, is available on the Investor Relations page of our website at investors.fedex.com under the ESG heading below “Board of Directors.” Committee memberships are as follows:

AUDIT AND FINANCE COMMITTEE
COMMITTEE MEMBERS*: R. BRAD MARTIN** (CHAIR) Marvin R. Ellison Kimberly A. Jabal Amy B. Lane Frederick P. Perpall FY23 MEETINGS HELD 11 COMMITTEE REPORT page 86 *V. James Vena served as a member of the Audit and Finance Committee during fiscal 2023 and until his resignation from the Board of Directors on July 26, 2023, following his appointment as Chief Executive Officer and a board member of Union Pacific Corporation. **Audit Committee Financial Expert	COMMITTEE FUNCTIONS: Oversees the independent registered public accounting firm’s qualifications, independence, and performance; Assists the Board of Directors in its oversight of (i) the integrity of FedEx’s financial statements, (ii) the effectiveness of FedEx’s disclosure controls and procedures and internal control over financial reporting, (iii) the performance of the internal auditors, (iv) the Company’s controls and procedures related to its ESG disclosures, and (v) the Company’s financial affairs, including capital structure, allocation, and returns; Preapproves all audit and allowable non-audit services to be provided by FedEx’s independent registered public accounting firm; Reviews and discusses with management and the Board of Directors (i) the guidelines and policies that govern the processes by which the company assesses and manages its exposure to risk and (ii) the company’s major financial and other risk exposures and the steps management has taken to monitor and control such exposures; Oversees FedEx’s integrity and compliance programs, including compliance with legal and regulatory requirements, and reviews and discusses with management legislative, regulatory, and other developments regarding ESG reporting and disclosures; and Reviews and discusses with management and the Board of Directors (i) the company’s annual business plan and strategic financial outlook, (ii) capital expenditure and lease requests (subject to Board-established approval thresholds) and the company’s return on invested capital and other financial performance metrics, and (iii) the company’s capital structure and allocation, cash dividend policy, stock repurchase authorizations, debt and equity financings, and material credit agreements.

COMPENSATION AND HUMAN RESOURCES COMMITTEE
COMMITTEE MEMBERS: PAUL S. WALSH (CHAIR) Susan Patricia Griffith Amy B. Lane Nancy A. Norton Susan C. Schwab FY23 MEETINGS HELD 6 COMMITTEE REPORT page 40	COMMITTEE FUNCTIONS: Evaluates, together with the independent members of the Board, the performance of each of FedEx’s Executive Chairman and Chief Executive Officer and recommends their compensation for approval by the independent directors; Reviews and discusses with management the Compensation Discussion and Analysis and produces a report recommending whether the Compensation Discussion and Analysis should be included in the proxy statement; Oversees the administration of FedEx’s equity compensation plans and reviews the strategies relating to, and costs and structure of, key employee benefit and fringe-benefit plans and programs; Helps discharge the Board’s responsibilities relating to the compensation of executive management; and Reviews and discusses with management the company’s key human resource management strategies and programs, including company culture; diversity, equity, and inclusion; workforce demographics; and enterprise health care programs.

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CYBER AND TECHNOLOGY OVERSIGHT COMMITTEE
COMMITTEE MEMBERS: JOSHUA COOPER RAMO (CHAIR) Stephen E. Gorman Kimberly A. Jabal Nancy A. Norton Susan C. Schwab FY23 MEETINGS HELD 9	COMMITTEE FUNCTIONS: Reviews major cyber and technology–related projects and technology architecture decisions; Assesses whether FedEx’s cyber and technology programs effectively support the company’s business objectives and strategies; Assists the Board of Directors in oversight of cyber and technology-related risks and management’s efforts to monitor and mitigate those risks; and Advises FedEx’s senior Information Technology management team and the Board of Directors on cyber and technology-related matters.

GOVERNANCE, SAFETY, AND PUBLIC POLICY COMMITTEE
COMMITTEE MEMBERS*: DAVID P. STEINER (CHAIR) Marvin R. Ellison Stephen E. Gorman Susan Patricia Griffith Frederick P. Perpall FY23 MEETINGS HELD 6 *V. James Vena served as a member of the GSPP Committee during fiscal 2023 and until his resignation from the Board of Directors on July 26, 2023, following his appointment as Chief Executive Officer and a board member of Union Pacific Corporation.	COMMITTEE FUNCTIONS: Identifies individuals qualified to become Board members; Recommends to the Board director nominees to be proposed for election at the annual meeting of stockholders; Recommends to the Board of Directors (including chairpersons) for appointment to Board committees; Assists the Board in determining director independence, overseeing Board and committee evaluations, and developing and implementing effective corporate governance programs; Reviews and discusses with management the company’s safety strategies, policies, programs, and practices and safety-related risk management strategies, programs, and initiatives; Reviews and discusses with management (i) public policy, political, and legislative trends and matters that affect or may affect the company’s business, performance, strategies, or reputation; (ii) the company’s political activities and participation in the political process; (iii) the company’s contributions to trade associations and other tax-exempt organizations that engage in political activities; (iv) the steps management has taken to identify, assess, and manage risks relating to the company’s political activities and expenditures; (v) the company’s reporting of its political activities and expenditures; and (vi) the company’s Policy on Political Contributions; Reviews and discusses with management the company’s CSR goals, strategies, and programs, including the management of sustainability- and climate-related risks, and, in consultation with the Audit and Finance Committee, reviews and discusses with management the company’s annual ESG Report; and Reviews and discusses the company’s Securities Manual with the Executive Vice President and General Counsel and recommends any proposed changes to the Board of Directors for approval.

In addition, as discussed above under “— The Board’s Role and Responsibilities — Board Risk Oversight,” each Board committee has responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility. Also, the Audit and Finance Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process.

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As discussed above, Ms. Jabal is not standing for reelection. The Board of Directors has approved otherwise maintaining the composition and chairs of the committees so that, immediately following the annual meeting, if all of the director nominees are elected, committee memberships will be as follows:

AUDIT AND FINANCE COMMITTEE		COMPENSATION AND HUMAN RESOURCES COMMITTEE		CYBER AND TECHNOLOGY OVERSIGHT COMMITTEE		GOVERNANCE, SAFETY, AND PUBLIC POLICY COMMITTEE
R. Brad Martin (Chair) Marvin R. Ellison Amy B. Lane Frederick P. Perpall		Paul S. Walsh (Chair) Susan Patricia Griffith Amy B. Lane Nancy A. Norton Susan C. Schwab		Joshua Cooper Ramo (Chair) Stephen E. Gorman Nancy A. Norton Susan C. Schwab		David P. Steiner (Chair) Marvin R. Ellison Stephen E. Gorman Susan Patricia Griffith Frederick P. Perpall

Board Meetings and Meeting Attendance

During fiscal 2023, the Board of Directors held six regular meetings and three special meetings. The average attendance of all directors at Board and committee meetings was 94%. Each director attended at least 75% of the aggregate meetings of the Board and any committees on which he or she served that were held during the periods that he or she served as a director. Our policy on director attendance at meetings can be found in our Corporate Governance Guidelines, which are available under the ESG heading on the Investor Relations page of our website at investors.fedex.com.

Attendance at Annual Meeting of Stockholders

FedEx expects all Board members to attend annual meetings of stockholders. Each then-current member of the Board of Directors attended the 2022 annual meeting of stockholders.

Board Processes and Policies

Director Mandatory Retirement

FedEx’s Corporate Governance Guidelines provide that a non-management director must retire immediately before the annual meeting of FedEx’s stockholders during the calendar year in which he or she attains age 75. Under this policy, a non-management director may not be nominated to a new term if he or she would be age 75 or older at the end of the calendar year in which the election is held. In order to provide the GSPP Committee and the Board of Directors greater flexibility in director succession planning, the policy provides that the Board of Directors, upon the recommendation of the GSPP Committee, may grant an exception to the mandatory retirement provision for a specific director, with each such exception required to be renewed annually.

Policy on Poison Pills

The Board of Directors has adopted a policy requiring stockholder approval for any future “poison pill” prior to or within twelve months after adoption of the poison pill. (A poison pill is a device used to deter a hostile takeover. Note that FedEx does not currently have, nor have we ever had, a poison pill.) The policy on poison pills is included in FedEx’s Bylaws and Corporate Governance Guidelines.

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Policy on Review and Preapproval of Related Person Transactions

The Board of Directors has adopted a Policy on Review and Preapproval of Related Person Transactions, which is included in FedEx’s Corporate Governance Guidelines. The policy requires that all proposed related person transactions (as defined in the policy) and all proposed material changes to existing related person transactions be reviewed and preapproved by the GSPP Committee. To the extent the related person (as defined in the policy) is a director or immediate family member of a director, the transaction or change must also be reviewed and preapproved by the full Board. The policy provides that a related person transaction or a material change to an existing related person transaction may not be preapproved if it would:

	Interfere with the objectivity and independence of any related person’s judgment or conduct in carrying out his or her duties and responsibilities to FedEx;
	Not be fair as to FedEx; or
	Otherwise be opposed to the best interests of FedEx and its stockholders.

The policy requires the GSPP Committee to annually (i) review each existing related person transaction that has a remaining term of at least one year or remaining payments of at least $120,000, and (ii) determine, based upon all material facts and circumstances and taking into consideration our contractual obligations, whether it is in the best interests of FedEx and our stockholders to continue, modify, or terminate the transaction or relationship.

Communications with Directors

Stockholders and other interested parties may communicate directly with the entire Board or any member (including the Executive Chairman, President and Chief Executive Officer, Lead Independent Director, or Vice Chairman), committee, or group of independent directors of the Board of Directors by writing to: FedEx Corporation Board of Directors, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. Please specify to whom your letter should be directed. The Corporate Secretary of FedEx will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all correspondence that, in his opinion, deals with the functions of the Board or its committees or that he otherwise determines requires the attention of any member, group, or committee of the Board of Directors. Board members may at any time review a log of all correspondence received by FedEx that is addressed to Board members and request copies of any such correspondence.

Policy Regulating Trading by Insiders

We have comprehensive and detailed policies (memorialized in the FedEx Securities Manual) that regulate trading by our insiders, including Board members. The Securities Manual includes information regarding trading windows, blackout periods, explains when transactions in FedEx stock are permitted, and contains a mandatory pre-clearance policy for transactions in FedEx securities by certain insiders, including Board members. The Securities Manual prohibits insiders, including Board members, from trading (or tipping others to trade) in FedEx securities on the basis of “material, non-public information” until the information has been disclosed to the public. The policy explains the principles governing “material, non-public information” and provides examples of the types of events or information that may be considered material. The GSPP Committee periodically reviews and discusses the Securities Manual with the Executive Vice President and General Counsel and recommends any proposed changes to the Board of Directors for approval.

The Securities Manual and our Corporate Governance Guidelines also set forth certain types of transactions in FedEx securities that are always prohibited, even when permitted by law, in order to further align the interests of our executives and directors with our stockholders’ interests. Specifically, (1) publicly traded (or exchange-traded) options, such as puts, calls, and other derivative securities; (2) short sales, including “sales against the box”; and (3) hedging or monetization transactions designed to limit the financial risk of ownership, including prepaid variable forward contracts, equity swaps, collars, exchange funds, and other similar transactions, are prohibited.

The Securities Manual and our Corporate Governance Guidelines also prohibit margin accounts and pledges; however, our (i) Lead Independent Director or Vice Chairman of the Board and our General Counsel, acting together, with respect to any non-management Board member, the Executive Chairman, or the President and Chief Executive Officer, or (ii) our General Counsel, in all other instances, may, as applicable, grant an exception to the prohibition against holding FedEx securities in a margin account or pledging FedEx securities on a case-by-case basis if he or she clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. The Executive Vice President, General Counsel and Secretary may grant case-by-case exceptions for other company officers and employees and will inform the Chairman of the Board and the Lead Independent Director of any such exception granted.

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Corporate Governance Matters – Directors’ Compensation

Stock Ownership Goal for Directors and Senior Officers

In order to encourage significant stock ownership by our directors and senior officers, and to further align their interests with the interests of FedEx’s stockholders, the Board of Directors has established a goal that (a) each non-management director own FedEx shares valued at five times his or her annual retainer fee within five years after joining the Board and (b) within five years after being appointed to his or her position, each member of senior management own FedEx shares valued at the following multiple of his or her annual base salary:

SENIOR MANAGEMENT POSITION		OWNERSHIP GOAL
Executive Chairman				6x annual base salary
President and Chief Executive Officer				6x annual base salary
Other FedEx Executive Officers				3x annual base salary
Executive Vice Presidents of FedEx Express, FedEx Ground, FedEx Freight, and FedEx Services				2x annual base salary
Certain Other Senior Officers				1x annual base salary

For purposes of meeting this goal, unvested restricted stock is counted, but unexercised stock options are not. The Board also recommends that each director and senior officer retain shares acquired upon stock option exercises until his or her goal is met. The stock ownership goal is included in FedEx’s Corporate Governance Guidelines. As of July 27, 2023, each director currently serving owned sufficient shares to comply with this goal or was within the five-year period to obtain compliance. In addition, each executive officer owned sufficient shares to comply with this goal or was within the five-year period to attain compliance.

Directors’ Compensation

Outside Directors’ Compensation

During fiscal 2023 non-management (outside) directors were paid an annual retainer of $140,000. Chairpersons of the Compensation & HR, Cyber and Technology Oversight, and GSPP Committees were paid an additional annual fee of $15,000. The Audit and Finance Committee chairperson was paid an additional annual fee of $25,000. Non-employee directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares. The number of retainer shares issued was based on the fair market value of FedEx’s common stock on September 26, 2022 (the average of the high and low prices of the stock on the New York Stock Exchange (“NYSE”)), with any fractional amounts paid in cash. In addition, each outside director who was elected at FedEx’s 2022 annual meeting received stock options for shares of FedEx common stock having a target Black-Scholes value of $180,000.

Frederick W. Smith and Rajesh Subramaniam, the only directors who are also FedEx employees, do not receive any additional compensation for serving as a director.

The Compensation & HR Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies with annual revenues between $25 billion and $100 billion (this year’s comparison group included 107 companies, which are listed in Appendix A, and was based on proxy statement data provided by a third-party compensation data provider). Before making a recommendation regarding director compensation to the Board, the Compensation & HR Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.

Retirement Plan for Outside Directors

In July 1997, the Board of Directors of FedEx Express (FedEx’s predecessor) voted to freeze the Retirement Plan for Outside Directors (that is, no further benefits would be earned under this plan). Concurrent with the freeze, the Board amended the plan to accelerate the vesting of the benefits for each outside director who was not yet vested under the plan. This plan is unfunded and any benefits under the plan are general, unsecured obligations of FedEx. Once all benefits are paid from the plan, it will be terminated.

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Corporate Governance Matters – Directors’ Compensation

Paul S. Walsh is the only director who served on the Board during fiscal 2023 who is entitled to benefits under this plan. Mr. Walsh has not yet received any plan benefits, which will be paid as a single lump-sum distribution on or before the fifteenth business day of the month immediately following the date of Mr. Walsh’s retirement. In the event of Mr. Walsh’s death, his surviving spouse shall be entitled to receive the lump-sum payment. The following table sets forth the amount payable to Mr. Walsh assuming a hypothetical retirement date of June 1, 2023.

Fiscal 2023 Director Compensation

The following table sets forth information regarding the compensation of FedEx’s current and former non-employee (outside) directors for the fiscal year ended May 31, 2023:

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Corporate Governance Matters – Directors’ Compensation

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EXECUTIVE COMPENSATION

Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation

We are asking stockholders to approve, on a non-binding basis, the following advisory resolution at the annual meeting:

“RESOLVED, that the compensation paid to FedEx’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative discussion, is hereby APPROVED.”

This advisory vote is not intended to address any specific element of executive compensation, but instead is intended to address the overall compensation of the named executive officers as disclosed in this proxy statement. Consistent with the results of the 2017 stockholder vote on the frequency of its “say-on-pay” advisory vote, FedEx holds the “say-on-pay” advisory vote annually. Stockholders will have an opportunity to vote on the frequency of FedEx’s future “say-on-pay” votes at the annual meeting. See “Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.”

Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholders and reward them for doing so. Accordingly, our Board of Directors and Compensation & HR Committee believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief. As more fully discussed in the Compensation Discussion and Analysis beginning on page 40:

	Annual and long-term incentive payments and stock options continue to represent a significant portion of our executive compensation program. This variable compensation is “at risk” and directly dependent upon the achievement of corporate financial-performance goals or stock price appreciation. In fiscal 2023, 70% of the Chief Executive Officer’s target total direct compensation (“TDC”) consisted of variable, at-risk components. With respect to the other named executive officers, 63% to 81% of their fiscal 2023 target TDC consisted of variable, at-risk components.
	In June 2022, the Board of Directors approved the fiscal 2023 AIC plan for our team members, including executive officers. Under the fiscal 2023 AIC plan, annual bonus payments were tied to achieving specified levels of fiscal 2023 adjusted consolidated operating income. Because the threshold objective for adjusted consolidated operating income for fiscal 2023 was not achieved, there was no payout to any named executive officer under the fiscal 2023 AIC plan.
	LTI payouts for fiscal 2023 were tied to meeting pre-established aggregate adjusted EPS goals and total capital expenditures as a percentage of total revenue (“CapEx/Revenue”) goals over a three-fiscal-year period. Strong adjusted EPS growth in fiscal 2021 and 2022, resulting in maximum achievement of this component of the FY21–FY23 LTI plan, and slightly below-target achievement of the CapEx/Revenue component over the three-fiscal-year period, resulted in above-target payouts under the FY21–FY23 LTI plan.
	The exercise price of stock options granted under our equity incentive plans is equal to the fair market value of our common stock on the date of grant, so the options will yield value to the executive only if the stock price appreciates. The exercise price for the fiscal 2023 annual stock option grant to executive officers was $226.945. The closing price of FedEx common stock on July 27, 2023 was $265.37.
	Our stock ownership goal effectively promotes meaningful and significant stock ownership by our executive officers and further aligns their interests with those of our stockholders. As of July 27, 2023, each of our named executive officers exceeded the stock ownership goal.
	In response to investor feedback on the metrics used in our LTI plans, the Compensation & HR Committee and the Board of Directors incorporated a new metric — adjusted return on invested capital (“ROIC”) — into the FY24–FY26 LTI plan in lieu of the CapEx/Revenue metric used in the FY21–FY23, FY22–FY24, and FY23–FY25 LTI plans. For additional information on the FY24–FY26 LTI plan, see “Compensation Elements and Fiscal 2023 Amounts — LTI Program — Future LTI Payout Opportunities — FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans.”
	In the 2022 advisory vote, 92.3% of the voted shares supported the compensation of FedEx’s named executive officers. This represented a significant increase compared to the level of stockholder support received in the 2021 advisory vote, after which time FedEx made significant efforts to engage with stockholders and solicit feedback on our executive compensation program. We believe these efforts contributed, in part, to the strong stockholder support for FedEx’s executive compensation program reflected in the fiscal 2022 advisory vote.
	We urge you to read the Compensation Discussion and Analysis, as well as the Summary Compensation Table and related compensation tables and narrative appearing on pages 40 through 77, which provides detailed information on our compensation philosophy, policies, and practices, and the compensation of our named executive officers.

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Executive Compensation – Report of the Compensation and Human Resources Committee of the Board of Directors

Report of the Compensation and Human Resources Committee of the Board of Directors

The Compensation & HR Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation & HR Committee recommended to the Board of Directors, and the Board approved, that the Compensation Discussion and Analysis be included in this proxy statement and in FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023.

Compensation and Human Resources Committee Members

PAUL S. WALSH Chair		SUSAN PATRICIA GRIFFITH		AMY B. LANE		NANCY A. NORTON		SUSAN C. SCHWAB

Compensation Discussion and Analysis

Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholders and reward them for doing so.

In this section we discuss and analyze the compensation of our principal executive officer, principal financial officer, and our three other most highly compensated executive officers (the “named executive officers”) for the fiscal year ended May 31, 2023. For additional information regarding compensation of the named executive officers, see “— Summary Compensation Table” and the other compensation-related tables and disclosure below.

2022 Say-on-Pay Advisory Vote Outcome

Each year, the Compensation & HR Committee carefully considers the most recent advisory vote by stockholders to approve named executive officer compensation. In the 2022 advisory vote, 92.3% of the voted shares supported the compensation of FedEx’s named executive officers, representing a significant increase in the level of support for our executive compensation program in the 2021 advisory vote (76.4%), after which time FedEx made significant efforts to engage with stockholders and solicit feedback on our executive compensation program. We believe these efforts contributed, in part, to the strong stockholder support for FedEx’s executive compensation program reflected in the fiscal 2022 advisory vote. Since the 2022 annual meeting,

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Executive Compensation – Compensation Discussion and Analysis

management and members of the Board engaged with over 400 stockholders on a number of issues, including executive compensation. Based on stockholder feedback, the Compensation & HR Committee incorporated a new metric — ROIC — in the FY24–FY26 LTI plan to further align executive compensation with stockholder value. In its ongoing evaluation of FedEx’s executive compensation programs and practices, the Compensation & HR Committee will continue to consider the results from future stockholder advisory votes to approve named executive officer compensation.

Executive Summary

Fiscal 2023 Incentive Compensation Highlights

During fiscal 2023, weakness in global demand created challenges for our business and the industry as a whole. We moved swiftly to reduce costs and are proud of the great progress demonstrated since launching DRIVE, a comprehensive program to improve our long-term profitability. However, while we are strongly encouraged by the positive momentum in the second half of the fiscal year, our full-year fiscal 2023 adjusted consolidated operating income was below the threshold objective under our fiscal 2023 AIC plan. Accordingly, and consistent with our pay-for-performance philosophy, no payouts were earned by participants under the fiscal 2023 AIC plan, including the named executive officers.

Under our LTI plan for FY21–FY23, which was tied to financial performance over a three-fiscal-year period (fiscal 2021 through fiscal 2023), an above-target payout was earned in fiscal 2023 by all participants, including the named executive officers. Strong adjusted EPS growth in fiscal 2021 and 2022, resulting in maximum achievement of this component of the FY21–FY23 LTI plan, and slightly below-target achievement of the CapEx/Revenue component over the three-fiscal-year period, resulted in above-target payouts under the FY21–FY23 LTI plan.

The following table, which details key incentive compensation highlights of the last five fiscal years, demonstrates the pay-for-performance nature of our executive compensation program.

Incentive Compensation Highlights

Philosophy

FedEx is consistently ranked among the world’s most admired companies and trusted employers and one of the best brands in the world. Maintaining this reputation and continuing to position FedEx for future success requires high-caliber talent to protect and grow the company in support of our mission of producing superior financial returns for our stockholders. The FedEx approach to executive compensation is designed to achieve the following:

	Ensure that executive management’s interests are aligned with FedEx stockholders.
	Support the achievement of the FedEx strategy.
	Attract, retain, and motivate a highly talented, skilled, and experienced management team.
	Differentiate based on individual performance, particularly in our annual bonus program, and company performance, particularly in our long-term programs.
	Focus on long-term success through a balance of short- and long-term pay programs.
	Balance compensation risk with an appropriate combination of fixed and variable pay programs.
	Provide a competitive and internally equitable compensation and benefits package.

Each of the named executive officers is a longstanding member of our management, and Frederick W. Smith, our Executive Chairman and Chairman of the Board, founded the company and pioneered the express transportation industry 50 years ago. As a result, our named executive officers are especially knowledgeable about our business and our industry and thus particularly valuable to the company and our stockholders.

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Executive Compensation – Compensation Discussion and Analysis

As with tenure, position and level of responsibility are important factors in the compensation of any FedEx employee, including our named executive officers. There are internal salary ranges for each level, and annual target bonus percentages, long-term bonus amounts, and the number of stock options and restricted shares awarded are all closely tied to management level and responsibilities.

Our philosophy is to (i) closely align the compensation paid to our executives with the performance of the company on both a short-term and long-term basis and (ii) set performance goals that do not promote excessive risk while supporting the company’s core long-term financial goals. Our executive compensation is, in large measure, highly variable and linked to the above goals and the performance of the FedEx stock price over time.

Compensation Objectives and Design-Related Features

We design our executive compensation program to further FedEx’s mission of producing superior financial returns for our stockholders by pursuing the following objectives:

Commitment to Retain and Attract

FedEx is widely acknowledged as one of the world’s most admired and respected companies, and it is our people — our greatest asset — who have earned FedEx its strong reputation. Because FedEx operates a global enterprise in a highly challenging business environment, we compete for talented management with some of the largest companies in the world — in our industry and in others. Our global recognition and reputation for excellence in management and leadership make our people attractive targets for other companies, and our key employees are aggressively recruited. To prevent loss of our managerial talent, we seek to provide an overall compensation program that is competitive with all types of companies and continues to retain and attract outstanding people to conduct our business. Each element of compensation is intended to fulfill this important obligation.

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Executive Compensation – Compensation Discussion and Analysis

Market Referencing

Because retention is imperative and tenure and management level are determinative factors, we use external survey data solely as a market reference point to assess the competitiveness of our compensation programs. The target compensation levels of our named executive officers are not designed to correspond to a specific percentile of compensation in those surveys. Instead, our analysis considers multiple market reference points for the analyzed positions to provide us with a reasonable range around which to focus.

For the fiscal 2023 executive compensation review, we considered survey data published by two major consulting firms engaged by the company: Willis Towers Watson and Aon Consulting. Each consulting firm provided target compensation data for general industry companies (excluding financial services companies), including U.S. and multinational companies, in its respective database with annual revenues between $40 billion and $160 billion. These companies are listed in Appendix B.

General industry companies, including U.S. and multinational companies, is the appropriate comparison category because our executives are recruited by and from businesses outside of FedEx’s industry peer group. Moreover, our industry peer group does not provide a sufficient number of companies that are of a comparable size to FedEx. Using a robust data sample (87 companies for fiscal 2023) mitigates the impact of outliers, year-over-year volatility of compensation levels, and the risk of selection bias, and increases the likelihood of comparing with companies with executive officer positions similar to ours. Because the annual revenues of these companies vary significantly, each consulting firm used regression analysis to allow for the inclusion of data from a large number of both larger and smaller companies. The data results provided by each firm were then averaged to arrive at blended market compensation data for general industry executives.

When we evaluate the elements of compensation of our executive officers in light of the referenced survey data, we consider TDC as illustrated below:

Elements of TDC

TDC includes AIC at target (i.e., assuming achievement of all objectives) and all long-term components at target. Tax payments on restricted stock awards are included in TDC.

Other elements of compensation of the named executive officers (such as perquisites and retirement benefits) are not included in TDC, consistent with our referenced survey information. These other elements of compensation, however, are reviewed annually and approved by the Compensation & HR Committee.

While we may reference our target executive compensation levels against the survey group of companies, we do not compare our AIC and LTI financial-performance goals against these companies or any other group of companies (other than through the TSR component of certain LTI plans). Rather, as discussed below, our AIC and LTI financial-performance goals are based upon our internal business objectives which, when set each year, represent aggressive goals. Accordingly, the relationship between our financial performance and the financial performance of the survey companies does not affect the relationship between our executive compensation and the executive compensation of that group in a given year.

Pay for Performance

Our executive compensation program is intended not only to retain and attract highly qualified and effective managers, but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholders and appropriately reward them for doing so. Accordingly, we believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief. In particular, AIC payments, LTI payments, and stock options represent a significant portion of our executive compensation program, and this variable compensation is “at risk” and directly dependent upon the achievement of corporate financial-performance goals and stock price appreciation:

Fiscal 2023 AIC payouts for all plan participants, including the named executive officers, were tied to achieving specified levels of adjusted consolidated operating income, as well as individual performance objectives as described further below. Actual adjusted consolidated operating income (which excluded certain items that did not reflect core business performance, as described in detail below) was below the threshold objective level for fiscal 2023, resulting in no payout under the fiscal 2023 AIC plan.

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Executive Compensation – Compensation Discussion and Analysis

LTI payouts for fiscal 2023 were tied to meeting pre-established aggregate goals for adjusted EPS and CapEx/Revenue over a three-fiscal-year period. Strong adjusted EPS growth in fiscal 2021 and 2022, resulting in maximum achievement of this component of the FY21–FY23 LTI plan, and slightly below- target achievement of the CapEx/Revenue component over the three-fiscal-year period, resulted in above-target payouts under the FY21–FY23 LTI plan.

The exercise price of stock options granted under our equity incentive plans is equal to the fair market value of our common stock on the date of grant, so the options will yield value to the executive only if the stock price appreciates.

The following chart illustrates for each named executive officer the allocation of fiscal 2023 target TDC between base salary and incentive and equity-oriented compensation elements (the restricted stock value includes the related tax payment):

Fiscal 2023 Target TDC Components

We believe that long-term performance is the most important measure of our success, as we manage FedEx’s operations and business for the long-term benefit of our stockholders. Accordingly, not only is our executive compensation program weighted towards variable, at-risk pay components, but we also emphasize incentives that are dependent upon long-term corporate performance and stock price appreciation. These long-term incentives include LTI plan cash compensation and equity awards (stock options and restricted stock), which comprise a significant portion of an executive officer’s total compensation. These incentives are designed to motivate and reward our executive officers for achieving long-term corporate financial-performance goals and maximizing long-term stockholder value.

The actual compensation paid out in a given year may vary widely from target levels because compensation earned under the AIC and LTI programs is variable and commensurate with the level of achievement of financial-performance goals. When we fall short of our business objectives, payments under these variable programs decrease correspondingly. Conversely, when we achieve superior results, we reward our executives accordingly under the terms of these programs. In addition, with regard to the stock-option component of TDC, officers realize value from the stock options recognized in the TDC calculation only if the stock price appreciates after the grant date.

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The following chart illustrates for each named executive officer the allocation of fiscal 2023 target TDC between short-term components — base salary and AIC — and long-term incentives — LTI, stock options, and restricted stock, including the related tax payment:

Fiscal 2023 Target Long-Term vs. Target Short-Term Compensation

Align Management and Stockholder Interests

We award stock options and restricted stock to create and maintain a long-term economic stake in the company for our officers, thereby aligning their interests with the interests of our stockholders.

In addition, our LTI plans (including the FY21–FY23 LTI plan) include achievement of a pre-established aggregate adjusted EPS goal for a three-fiscal-year period as the most heavily weighted performance metric. EPS was selected as a financial measure for the LTI plans because growth in our EPS strongly correlates to long-term stock price appreciation, further aligning the interests of senior management with the interests of our stockholders.

Stock Ownership Goal for Senior Officers

In order to encourage significant stock ownership by FedEx’s senior management, including the named executive officers, and to further align their interests with the interests of our stockholders, the Board of Directors has adopted a stock ownership goal for senior officers, which is included in FedEx’s Corporate Governance Guidelines. With respect to our executive officers, the goal is that within five years after being appointed to his or her position, each officer own FedEx shares valued at the following multiple of his or her annual base salary:

	6x for the Executive Chairman;
	6x for the President and Chief Executive Officer; and
	3x for the other executive officers.

For purposes of meeting this goal, unvested restricted stock is counted, but unexercised stock options are not. Until the ownership goal is met, the officer is encouraged to retain “net profit shares” resulting from the exercise of stock options. Net profit shares are the shares remaining after payment of the option exercise price and taxes owed upon the exercise of options. As of July 27, 2023, each named executive officer exceeded the stock ownership goal.

Policy Against Hedging and Pledging Transactions

In addition, we have adopted comprehensive and detailed policies (set forth in the FedEx Securities Manual) that regulate trading by our insiders, including the named executive officers and Board members. The Securities Manual includes information regarding trading windows and blackout periods and explains when transactions in FedEx stock are permitted.

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Executive Compensation – Compensation Discussion and Analysis

The Securities Manual and our Corporate Governance Guidelines also set forth certain types of transactions that are prohibited, even when permitted by law, in order to further align the interests of our executives and directors with stockholders’ interests. Specifically, company officers, employees, and Board members are prohibited from, directly or indirectly, purchasing financial instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity or other securities of the company or any of its subsidiaries that were granted as compensation to or that are held, directly or indirectly, by the officer, employee, or Board member, including the following financial instruments and transactions: (1) publicly traded (or exchange-traded) options, such as puts, calls, and other derivative securities; (2) short sales, including “sales against the box”; and (3) hedging or monetization transactions designed to limit the financial risk of ownership, including prepaid variable forward contracts, equity swaps, collars, exchange funds, and other similar transactions. The Securities Manual and our Corporate Governance Guidelines also prohibit margin accounts and pledges; however, our (i) Lead Independent Director or Vice Chairman of the Board and our General Counsel, acting together, with respect to any non-management Board member, the Executive Chairman, or the President and Chief Executive Officer, or (ii) our General Counsel, in all other instances, may, as applicable, grant an exception to the prohibition against holding FedEx securities in a margin account or pledging FedEx securities on a case-by-case basis if he or she clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

Based upon this criterion, such an exception has been granted with respect to the shares that are disclosed in this proxy statement as having been pledged as security by Frederick W. Smith, FedEx’s Executive Chairman, and Frederick Smith Enterprise Company, Inc. (“Enterprise”). See “Stock Ownership — Directors and Executive Officers.” With respect to the shares pledged by Mr. Smith and Enterprise as of July 27, 2023:

	None of the shares pledged were acquired through a FedEx equity compensation plan.
	The pledged shares are not used to shift or hedge any economic risk in owning FedEx shares. These shares collateralize loans used to fund outside personal business ventures and prior purchases of FedEx shares. If Mr. Smith had been unable to pledge these shares, he may have been forced to sell the shares in order to obtain the necessary funds.
	The pledged shares represent less than 1% of FedEx’s outstanding shares as of July 27, 2023 and therefore do not present any appreciable risk for investors or the company.
	Mr. Smith is FedEx’s founder and one of the company’s largest stockholders, and a substantial portion of his personal net worth is in the form of company stock. Mr. Smith has pledged approximately 11% of his total share ownership. The number of shares pledged by Mr. Smith increased by 155,000 shares since last year. Based on the fiscal year-end stock price ($217.98), the value of his pledged shares was approximately $438 million. Additionally, excluding the pledged shares, as of July 27, 2023, Mr. Smith’s stock ownership is 947 times what he is required to hold under the company’s stock ownership goal.
	In accordance with our policy, Mr. Smith has established his financial capacity to repay the loan without resorting to the pledged shares. In the unlikely event such a sale was necessary, based on the 30-day average trading volume for FedEx shares as of July 27, 2023, it would take two days for the pledged shares to be sold in the open market. Furthermore, Mr. Smith’s unpledged share ownership is very substantial and would likely be able to prevent any margin call.

As discussed, we have an active stockholder engagement program in which we meet regularly with our largest stockholders. During these discussions, none of our largest stockholders have raised any concerns regarding Mr. Smith’s pledged shares.

No other FedEx executive officer or Board member currently holds FedEx securities that are pledged pursuant to a margin account, loan, or otherwise.

Clawback Policies

In June 2023, the Board of Directors, upon the recommendation of the Compensation & HR Committee, adopted a new FedEx Corporation Policy on Recoupment of Incentive Compensation, or clawback policy, which is available under the ESG heading below “Governance” on the Investor Relations page of our website at investors.fedex.com. This policy, which replaced the previous policy adopted by the Board in March 2019, was adopted to comply with Section 10D of the Securities Exchange Act of 1934 and the NYSE listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Under the policy, which applies to the company’s current and former Section 16 officers, FedEx must recover erroneously awarded incentive-based compensation on a pre-tax basis (including compensation based on stock price or TSR), subject to very limited exceptions. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements (“Big R” restatements), as well as restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period (“little r” restatements). The policy does not provide for enforcement discretion by the Compensation & HR Committee or Board and requires recovery regardless of whether a covered person engaged in any misconduct or is at fault.

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In July 2023, the Board of Directors, upon the recommendation of the Compensation & HR Committee, adopted a second clawback policy, which applies to the company’s current and former Section 16 officers, and enables the recoupment of compensation in certain circumstances outside of a financial restatement. The policy authorizes the Compensation & HR Committee, in its sole discretion, to require the return, repayment, or forfeiture of equity and incentive compensation when it is determined that a Section 16 officer engaged in fraud or willful misconduct in the performance of his or her duties that resulted in reputational or financial harm to FedEx. This policy is also available under the ESG heading below “Governance” on the Investor Relations page of our website at investors.fedex.com.

Role of the Compensation & HR Committee, its Compensation Consultant, and the Chief Executive Officer

Our Board of Directors is responsible for the compensation of our executive management. The purpose of the Board’s Compensation & HR Committee, which is composed solely of independent directors, is to help discharge this responsibility by, among other things:

	Reviewing and discussing with management the factors underlying our compensation policies and decisions, including overall compensation objectives;
	Reviewing and discussing with management the relationship between the company’s compensation policies and practices and the company’s risk management, including the extent to which those policies and practices create risks for the company;
	Reviewing and approving all company goals and objectives (both financial and non-financial) relevant to the compensation of the Chief Executive Officer;
	Reviewing and approving all company goals and objectives relevant to the compensation of the Executive Chairman;
	Evaluating, together with the other independent directors, the performance of the Executive Chairman and the Chief Executive Officer in light of these goals and objectives and the quality and effectiveness of his leadership;
	Recommending to the Board for approval by the independent directors each element of the compensation of the Executive Chairman and the Chief Executive Officer;
	Reviewing the performance evaluations of all other members of executive management (the Chief Executive Officer is responsible for the performance evaluations of the non-CEO executive officers who report to him);
	Reviewing and approving (and, if applicable, recommending to the Board for approval) each element of compensation, as well as the terms and conditions of employment, of these other members of executive management;
	Granting awards under our equity compensation plans and overseeing the administration of all such plans; and
	Reviewing the strategies relating to, and costs and structure of, our key employee benefit and fringe-benefit plans and programs.

The Compensation & HR Committee may form and delegate authority to any subcommittee as it deems appropriate or advisable in accordance with the terms of its written charter. To date, however, the Committee has not formed or delegated authority to any subcommittee.

In furtherance of the Compensation & HR Committee’s responsibilities, the Committee engaged a consultant to assist it in evaluating FedEx’s executive compensation (the “consultant”). Steven Hall & Partners served as the consultant from June 1, 2022 through December 2022, and Meridian Compensation Partners, LLC was engaged to serve as the new consultant in December 2022. The consultant reports directly and exclusively to the Committee. The consultant participates in Committee meetings, reviews Committee materials, and provides advice to the Committee upon its request. For example, the consultant: updates the Committee on trends and issues in executive compensation and comments on the competitiveness and reasonableness of FedEx’s executive compensation program; assists the Committee in the development and review of FedEx’s AIC and LTI programs, including commenting on performance measures and the goal-setting process; and reviews and provides advice to the Committee for its consideration in reviewing compensation-related proxy statement disclosure, including this Compensation Discussion and Analysis, and on any new equity compensation plans or plan amendments proposed for adoption.

Other than services provided to the Compensation & HR Committee, neither of the consultants engaged during fiscal 2023 performed or performs any services for FedEx. Additionally, each consultant has robust policies and procedures in place to prevent conflicts of interest; the fees received by each consultant from FedEx in the respective consultant’s most recently completed fiscal year represented less than 5% of the consultant’s revenues; neither of the consultants nor any adviser of either consultant had a business or personal relationship with any member of the Compensation & HR Committee or any executive officer of FedEx during fiscal 2023; and no adviser of either consultant directly owns, or directly owned during fiscal 2023, any FedEx stock. Accordingly, the Compensation & HR Committee has determined each of the consultants to be independent from the company and that no conflicts of interest exist related to either consultant’s services provided to the Committee. Compensation & HR Committee preapproval is required for any services to be provided to the company by the Committee’s independent compensation consultant. This ensures that the consultant maintains the highest level of independence from the company, in both appearance and fact.

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Executive Compensation – Compensation Discussion and Analysis

The Chief Executive Officer, who attends most meetings of the Compensation & HR Committee by invitation of the Committee’s chair, assists the Committee in determining the compensation of all other executive officers by, among other things:

	Approving any annual merit increases to the base salaries of the executive officers who report to him within limits established by the Committee;
	Approving, as needed, any special base salary adjustments designed to maintain market competitiveness, within limits established by the Committee;
	Establishing annual individual performance objectives for the executive officers who report to him and evaluating their performance against such objectives (the Committee reviews these performance evaluations); and
	Making recommendations, from time to time, for special stock option and restricted stock grants (e.g., for motivational or retention purposes) to other executive officers.

During fiscal 2023, the other executive officers did not have a role in determining their own compensation, other than discussing their annual individual performance objectives and results achieved with the Chief Executive Officer (except Mr. Smith, who reports to the Board of Directors).

Compensation Elements and Fiscal 2023 Amounts

Base Salary

Our primary objective with respect to the base salary levels of our executive officers is to provide sufficient fixed cash income to retain and attract these highly marketable executives in a competitive market for executive talent. The base salaries of our executive officers are reviewed and adjusted (if appropriate) at least annually to reflect, among other things, economic conditions, base salaries of the officers relative to one another, overall market competitiveness, and the internal salary ranges for the officer’s level.

Effective October 1, 2022, the annual base salaries for Messrs. Lenz, Carter, and Allen were increased by 2.5%. Messrs. Subramaniam and Smith did not receive a base salary increase at that time. As a result, the base salaries of our named executive officers effective October 1, 2022 were as follows:

After considering our annual executive compensation review and a special analysis by the Compensation & HR Committee’s independent consultant, in July 2023 the independent directors, based upon the recommendation of the Compensation & HR Committee, approved increasing Mr. Subramaniam’s annual base salary to $1,450,000, effective October 1, 2023. The increase in base salary takes into consideration Mr. Subramaniam’s time in role, individual and company performance, and overall competitiveness with other similarly situated executives. Mr. Subramaniam’s total target compensation remains heavily weighted toward variable, at-risk components, none of which were increased for fiscal 2024. The Compensation & HR Committee and independent directors also approved an annual base salary of $937,300 for Mr. Smith, effective October 1, 2023, which is similar to the average increases anticipated for the broader executive team.

AIC Program

The primary objective of our AIC program is to motivate our people to achieve our annual financial goals and other business objectives and reward them accordingly. The program generally provides an annual cash bonus opportunity to many of our salaried employees on an enterprise-wide basis, including the named executive officers, at the conclusion of each fiscal year. The payout opportunity is based upon the achievement of financial-performance objectives that apply equally to all plan participants, as well as individual performance objectives as described below.

All of the named executive officers other than Mr. Smith, our Executive Chairman, participated in the fiscal 2023 AIC plan. Target AIC payouts are established as a percentage of the executive officer’s base salary actually paid during the fiscal year. Payouts above target levels are based exclusively upon the company’s financial performance (except with respect to the Chief Executive Officer as discussed below). Accordingly, the executive officer receives above-target payouts only if the company exceeds the AIC target objective for annual financial performance.

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AIC objectives for company annual financial performance have historically been based upon our business plan for the fiscal year, which is reviewed and approved by the Board of Directors and which reflects, among other things, the risks and opportunities identified in connection with our ERM process. Consistent with our long-term focus and in order to discourage unnecessary and excessive risk-taking, the AIC program has historically measured performance against our business plan, rather than a fixed growth rate or an average of growth rates from prior years, to account for short-term economic and competitive conditions and anticipated strategic investments that may have adverse short-term profit implications. We have historically addressed year-over-year improvement targets through our LTI plans, as discussed below.

Fiscal 2023 AIC Plan Design

In order to continue motivating management to achieve strong financial performance, the performance measure for all participants in the fiscal 2023 AIC plan was adjusted consolidated operating income. In order to ensure that payouts under the fiscal 2023 AIC plan accurately reflected the company’s core financial performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved excluding fiscal 2023 costs related to business realignment activities in connection with the FedEx Express workforce reduction plan in Europe that was announced in January 2021 from fiscal 2023 consolidated operating income for purposes of the plan. The Board of Directors determined it was appropriate to minimize the impact of business realignment activities for all plan participants.

The adjusted consolidated operating income target objective under the fiscal 2023 AIC plan was equal to the fiscal 2023 business plan objective for adjusted consolidated operating income due to the inherent risk and uncertainty in the business plan given the economic environment. The target objective under the fiscal 2023 AIC plan required significant year-over-year growth in adjusted consolidated operating income to achieve a target or above-target payout. Actual adjusted consolidated operating income performance that exceeded the fiscal 2023 target objective for adjusted consolidated operating income under the AIC plan would result in an above-target payout opportunity, up to the maximum payout amount. The maximum payout opportunity under the plan was 200% of the target amount.

The actual payout for plan participants, including the non-CEO named executive officers, also depended on the achievement level of their respective individual performance objectives. The fiscal 2023 AIC payout amount for the Chief Executive Officer was not based on individual performance objectives but could be adjusted by the independent Board members based on their annual evaluation of his performance, as described below.

The fiscal 2023 AIC payout opportunity for each of the named executive officers (other than Mr. Smith, who did not participate in the fiscal 2023 AIC plan) was based on the achievement of corporate objectives for adjusted consolidated operating income, as described above, and the fiscal 2023 AIC plan did not have a funding floor for the named executive officers. The minimum payout opportunity under the plan for Mr. Subramaniam was zero, as a result of the threshold financial-performance objective and the independent directors’ ability to adjust Mr. Subramaniam’s bonus amount downward based on his annual performance evaluation. The minimum payout opportunity for each other participating named executive officer was also zero, as a result of the threshold financial-performance objective and Mr. Subramaniam’s ability to adjust each applicable officer’s payout amount downward based on his achievement of individual performance objectives established at the beginning of the fiscal year.

The fiscal 2023 AIC target payouts for the named executive officers (other than Mr. Smith), as a percentage of their respective base salary paid during fiscal 2023, were as follows:

Chief Executive Officer

The Chief Executive Officer’s fiscal 2023 AIC payout opportunity was based on the achievement of specified levels of adjusted consolidated operating income, as described above. The Chief Executive Officer’s minimum AIC payout opportunity was zero, as a result of the threshold financial-performance objective and the independent directors’ ability to adjust his bonus amount downward based on his annual performance evaluation, as described above.

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The Chief Executive Officer’s target AIC payout is set as a percentage of his base salary, and his maximum AIC payout is set as a multiple of the target payout. The independent members of the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved these percentages. The actual AIC payout ranges on a sliding scale based upon the performance of the company against our financial performance objectives.

In addition, the independent members of the Board of Directors, upon the recommendation of the Compensation & HR Committee, may adjust this amount upward or downward, or may determine that no AIC payout is justified, based on their annual evaluation of the Chief Executive Officer’s performance. When performing this evaluation, the Compensation & HR Committee and the independent Board members consider many factors, including the quality and effectiveness of the Chief Executive Officer’s leadership, the execution of key strategic initiatives, and the following corporate performance measures:

	FedEx’s stock price performance relative to the Standard & Poor’s 500 Composite Index, the Dow Jones Transportation Average, the Dow Jones Industrial Average, and competitors;
	FedEx’s stock price to earnings (P/E) ratio relative to the Standard & Poor’s 500 Composite Index, the Dow Jones Industrial Average, and competitors;
	FedEx’s market capitalization;
	FedEx’s revenue growth and operating income growth (excluding certain items) relative to competitors;
	FedEx’s free cash flow (excluding business acquisitions), return on invested capital (excluding certain items), and weighted average cost of capital;
	Analyst coverage and ratings for FedEx’s stock;
	FedEx’s U.S. and international revenue market share;
	FedEx’s reputation rankings by various publications and surveys; and
	FedEx’s achievement of corporate objectives for financial performance under the AIC program.

None of these factors is given any particular weight in determining whether to adjust the Chief Executive Officer’s bonus amount.

Non-CEO Named Executive Officers

The fiscal 2023 AIC payout opportunity for each participating non-CEO named executive officer was also based on the achievement of specified levels of adjusted consolidated operating income, as described above. The minimum AIC payout opportunity for each of the non-CEO named executive officers was zero, as a result of the threshold financial-performance objective and the ability of Mr. Subramaniam to adjust the officer’s bonus amount downward based on the achievement of individual performance objectives, as described below. Individual performance objectives are designed to further the company’s business objectives. Achievement of individual performance objectives is generally within each officer’s control or scope of responsibility, and the objectives are intended to be achieved with an appropriate level of effort and effective leadership by the officer. The achievement level of each participating non-CEO named executive officer’s individual performance objectives is based on Mr. Subramaniam’s evaluation at the conclusion of the fiscal year, which is also reviewed by the Compensation & HR Committee.

The target AIC payout for each participating non-CEO named executive officer is set as a percentage of the executive’s base salary, and the maximum AIC payout is set as a multiple of the target payout. The actual AIC payout ranges on a sliding scale based upon the performance of the individual and the company against the objectives.

For fiscal 2023, Mr. Subramaniam had discretion to adjust the applicable officer’s bonus amount based on the achievement of individual performance objectives established at the beginning of the fiscal year. Individual performance objectives for the participating non-CEO named executive officers vary by position and include (but are not limited to):

	Guide continued improvement in safety and security across all FedEx operations;
	Provide leadership to support the achievement of financial goals;
	Guide and support key strategic initiatives;
	Enhance the FedEx customer experience and meet goals related to internal metrics that measure customer satisfaction and service quality;
	Recruit and develop executive talent and ensure successors exist for all management positions;
	Promote the People-Service-Profit culture and Purple Promise commitment throughout the company;
	Implement and document good faith efforts designed to ensure inclusion of females and minorities in the pool of qualified applicants for open positions and promotional opportunities, and otherwise promote FedEx’s commitment to diversity, equity, tolerance, and inclusion in the workplace; and
	Maintain the highest standards of corporate governance including continued focus on compliance activities, appropriate CSR activities, and enhancement of the FedEx worldwide brand and reputation.

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Fiscal 2023 AIC Performance and Payouts

The following table shows the threshold, target, and maximum objectives for adjusted consolidated operating income under our fiscal 2023 AIC plan as well as our actual performance (in millions). The actual AIC plan payout ranges on a sliding scale based upon the performance of the company against our financial performance objectives. As discussed above, actual fiscal 2023 adjusted consolidated operating income was below the threshold objective under the fiscal 2023 AIC plan.

The following table sets forth the actual AIC payout for each named executive officer as compared to his target AIC payout:

Fiscal 2024 AIC Plan Design

In order to continue motivating management to achieve strong financial performance, the performance measure for all participants in the fiscal 2024 AIC program is adjusted consolidated operating income. In order to ensure that payouts under the fiscal 2024 AIC plan accurately reflect the company’s core financial performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved excluding fiscal 2024 costs related to business optimization activities from fiscal 2024 consolidated operating income for purposes of the plan. The Board of Directors determined it was appropriate to minimize the impact of business optimization implementation spend for all plan participants. See “— LTI Program — Mark-to-Market Plans Accounting and Other Adjustments to EPS for LTI Plan Purposes” and Appendix C.

The adjusted consolidated operating income target objective under the fiscal 2024 AIC plan is higher than the fiscal 2024 business plan objective for adjusted consolidated operating income due to the inherent risk and uncertainty in the business plan in the current economic environment. The target objective under the fiscal 2024 AIC plan requires significant year-over-year growth in adjusted consolidated operating income and above-plan performance to achieve a target or above-target payout. The maximum payout opportunity under the plan is 150% of the target amount. However, the actual payout for plan participants, including the non-CEO named executive officers, depends on the achievement level of their respective individual performance objectives. The AIC payout amount for the Chief Executive Officer, Mr. Subramaniam, is not based on individual performance objectives, but may be adjusted by the independent Board members based on their annual evaluation of his performance, as described above.

The fiscal 2024 AIC payout opportunity for each of the participating named executive officers will be based on the achievement of corporate objectives for adjusted consolidated operating income, as described above. The minimum payout opportunity under the plan for Mr. Subramaniam will be zero, as a result of the threshold financial-performance objective and the independent directors’ ability to adjust Mr. Subramaniam’s bonus amount downward based on his annual performance evaluation, as described above. The minimum payout opportunity for each participating non-CEO named executive officer also will be zero, as a result of the threshold financial-performance objective and Mr. Subramaniam’s ability to adjust each applicable officer’s payout amount downward based on his achievement of individual performance objectives established at the beginning of the fiscal year. Mr. Subramaniam will determine the achievement level of the officer’s individual objectives at the conclusion of fiscal 2024.

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The fiscal 2024 AIC target payouts for the named executive officers, as a percentage of their respective base salary actually paid during fiscal 2024, are as follows:

The maximum fiscal 2024 AIC payout opportunity for each named executive officer will be 150% of his target bonus.

LTI Program

The LTI program provides a long-term cash payment opportunity to members of management, including the named executive officers, based upon achievement of long-term objectives for financial and stock price performance. The primary objective of our LTI program is to motivate management to contribute to our future success and to build long-term stockholder value and reward them accordingly. The FY21–FY23 LTI plan and other active LTI plans are described below.

FY21–FY23 LTI Plan

The FY21–FY23 LTI plan included two financial performance metrics: (1) aggregate adjusted EPS for the three-fiscal-year period, weighted at 75% of the total payout opportunity; and (2) CapEx/Revenue for the three-fiscal-year period, weighted at 25% of the total payout opportunity.

EPS

The Compensation & HR Committee and Board of Directors determined that EPS was an appropriate financial metric for the FY21–FY23 LTI plan given that growth in EPS strongly correlates to long-term stock price appreciation. Payouts under the EPS component of the FY21–FY23 LTI plan were determined as follows:

	No LTI payment for the EPS component unless the three-year average annual adjusted EPS growth rate (“EPS growth rate”) is at least 5%;
	Target payout for the EPS component if the EPS growth rate is 12.5%;
	Above-target payout for the EPS component if the EPS growth rate is above 12.5%, up to a maximum amount (equal to 150% of the target payout) if the EPS growth rate is 15% or higher; and
	Below-target payout for the EPS component if the EPS growth rate is below 12.5%, down to a threshold amount (equal to 25% of the target payout) if the EPS growth rate is 5%.

CapEx/Revenue

The second metric in the FY21–FY23 LTI plan, CapEx/Revenue, was chosen to incent management to further optimize capital deployment and efficiency over the three-fiscal-year period. The Compensation & HR Committee and the Board of Directors chose to use CapEx/Revenue in combination with the historical EPS metric because it can easily be calculated from publicly available information, is easily understood by all plan participants, and works in conjunction with EPS to improve cash flow. The threshold, target, and maximum payout objectives were established for the three-fiscal-year period based on the forecasted level of capital expenditures for the applicable fiscal year.

Payouts under the CapEx/Revenue component of the FY21–FY23 LTI plan were determined as follows:

	No payout unless CapEx/Revenue is at or below 8.5%;
	Target payout if CapEx/Revenue is at 7.0%;
	Above-target payout if CapEx/Revenue is below 7.0%, up to a maximum payout (equal to 150% of the target payout) if CapEx/Revenue is at or below 6.0%; and
	Below-target payout if CapEx/Revenue is above 7.0%, down to a threshold amount (equal to 25% of the target payout) if CapEx/Revenue is at 8.5%.

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Mark-to-Market Retirement Plans Accounting and Other Adjustments to EPS for LTI Plan Purposes

All active LTI plans, as well as the FY21–FY23 LTI plan, include the achievement of EPS goals for the three-fiscal-year period as the most heavily weighted performance metric. The LTI plan design provides for payouts for the EPS plan component that correspond to specific EPS goals established by the Board of Directors that represent total growth in EPS (over a base year) for the three-year term of the LTI plan.

The mark-to-market retirement plans accounting adjustments (“MTM Adjustments”), which reflect year-end and other adjustments to the valuation of the company’s defined benefit pension and other postretirement plans, can vary dramatically from year-to-year, as they are significantly impacted by changes in interest rates and the financial markets. As a result, the Board previously determined that MTM Adjustments will be excluded from EPS calculations under all LTI plans.

The Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of certain items from fiscal 2021, 2022, and 2023 EPS for purposes of FedEx’s FY21–FY23, FY22–FY24, and FY23–FY25 LTI plans, and for establishing the baseline EPS for the FY22–FY24, FY23–FY25, and FY24–FY26 LTI plans, as applicable. The Board determined that, by excluding each of these items, payouts, if any, under the LTI plans will more accurately reflect FedEx’s core financial performance in fiscal 2021, 2022, and 2023, as applicable. A discussion of the items excluded for each fiscal year and full reconciliation showing the individual adjustments to the GAAP EPS measure for the applicable fiscal year, as compared to the non-GAAP EPS measure used for each applicable LTI plan, is set forth in Appendix C.

During fiscal 2022 and fiscal 2023, the Company repurchased 8,857,202 shares and 9,180,752 shares, respectively, under our stock repurchase program. Because the positive impact on EPS resulting from these stock repurchases did not reflect core business performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of the impact of the fiscal 2022 and fiscal 2023 stock repurchases in excess of that which offset dilution from equity awards from EPS for fiscal 2022 and fiscal 2023 for the purpose of calculating attainment under each applicable LTI plan.

Fiscal 2023 LTI Performance and Payouts

For the FY21–FY23 LTI plan, the baseline EPS over which the three-fiscal-year average annual EPS growth rate goals are measured is $7.92. For purposes of establishing the baseline EPS for the FY21–FY23 LTI plan, fiscal 2020 GAAP EPS of $4.90 was adjusted to exclude: (i) MTM Adjustments ($2.22 per diluted share) and (ii) fiscal 2020 TNT Express integration expenses ($0.80 per diluted share).

The following table presents the aggregate EPS and CapEx/Revenue threshold (minimum), target, and maximum objectives under our FY21–FY23 LTI plan, which was established by the Board of Directors in June 2020, and our actual aggregate adjusted EPS and CapEx/Revenue under the plan for the three-fiscal-year period ended May 31, 2023:

The following table shows the threshold, target, and maximum payout opportunities under the FY21–FY23 LTI plan and the actual payout to the named executive officers: