FEDEX CORP FDX

28% shingled-prose overlap between the two filings.

2024: 94,516 chars · 2025: 199,929 chars

• Pay Ratio (Item 402(u)):75% overlap (4,783 → 5,053 chars)
• Say-on-Pay proposal:13% overlap (25,000 → 5,043 chars)

• changedIn 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, 2025. officers,andMichaelC.
• new2024 Say-on-Pay Advisory Vote Outcome
• changedIn the 2024 2023advisory vote, 90.6% 89.7%of the voted shares supported the compensation of FedEx’s named executive officers.
• changedFedEx continues to make significant efforts to engage with stockholders and solicit feedback on our executive compensation program, which we believe contributed, in part, to the strong stockholder support for FedEx’s executive compensation program reflected in the fiscal 2024 2023advisory vote.
• changedSince the 2024 2023annual meeting, management engaged with approximately 140 120stockholders (including institutional investors representing approximately 40% 49%of our institutional ownership) on a number of issues, including executive compensation.
• new​ 2025 Proxy Statement ​ ​ 43 ​
• newExecutive Compensation – Compensation Discussion and Analysis​
• changedOver the past four threeyears, based on stockholder feedback, the Compensation & HR Committee incorporated two new metrics into the LTI plans to continue to align executive compensation with stockholder value:
• newblacklining:none;Relative TSR (included as 25% of the total payout opportunity in the FY23-FY25 LTI plan and all active LTI plans); and
• new​
• newblacklining:none;ROIC (included as 25% of the total payout opportunity in all active LTI plans)
• changedRelativetotalshareholderreturn(“TSR”)(includedas25%ofthetotalpayoutopportunityintheFY23–FY25,FY24–FY26,andFY25–FY27LTIplans);andROIC(includedas25%ofthetotalpayoutopportunityintheFY24–FY26andFY25–FY27LTIplans)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 and continue to reach out to our stockholders to discuss our executive compensation program.
• changedFiscal 2025 2024Business and Incentive Compensation Highlights
• newWe continued to execute on our DRIVE cost saving program initiatives during fiscal 2025 and experienced higher demand for international economy and U.S. ground package services.
• newHowever, lower demand for our higher yielding priority services and LTL shipping services, coupled with lower yields, including pressure from the mix shift towards deferred offerings and lower fuel surcharges at FedEx Freight, resulted in adjusted consolidated operating income that was below the target objective under our fiscal 2025 AIC plan.
• changedAccordingly, and consistent with our pay-for-performance philosophy, below-target payouts were earned by participants under the fiscal 2025 2024AIC plan, including the named executive officers.
• changedUnder our LTI plan for FY23-FY25, FY22–FY24,which was tied to financial and stock price performance over a three-fiscal-year period (fiscal 2023 2022through fiscal 2025), 2024),a below-target payout was earned in fiscal 2025 2024by all participants, including the named executive officers.
• changedA significant year-over-year adjusted EPS decline in fiscal 2023 resulted in below-threshold attainment under the EPS component (50%) (75%)of the FY23-FY25 FY22–FY24LTI plan, while CapEx/Revenue below the maximum objective over the three-fiscal-year period resulted in maximum attainment under this component (25%) and relative TSR below the target objective over the three fiscal-year period resulted in below-target attainment under the final component (25%), all resulting in below-target total payouts under the FY23-FY25 FY22–FY24LTI plan.
• changed​ FY20FY21 ​ ​ ​ FY22 ​ ​ ​ FY23 ​ ​ ​ FY24 ​ ​ ​ FY25 ​ ​ NoAICplanpayoutAIC plan paid at maximum ​ ​ ​ AIC plan paid below target ​ ​ ​ No AIC plan payout ​ ​ ​ AIC plan paid below target ​ ​ ​ AIC NoFY18–FY20LTIplan paid below target ​ ​ payoutNo FY19-FY21 FY19–FY21LTI plan payout ​ ​ ​ No FY20-FY22 FY20–FY22LTI plan payout ​ ​ ​ FY21-FY23 FY21–FY23LTI plan paid above target but below maximum ​ ​ ​ FY22-FY24 LTI plan paid below target ​ ​ ​ FY23-FY25 FY22–FY24LTI plan paid below target ​
• changedblacklining:none;Ensure Ensurethat executive management’s interests are aligned with FedEx stockholders.
• changedblacklining:none;Support Supportthe achievement of the FedEx strategy.
• changedblacklining:none;Attract, Attract,retain, and motivate a highly talented, skilled, and experienced management team.
• changedblacklining:none;Differentiate Differentiatepay based on individual performance, particularly in our annual bonus program, and company performance, particularly in our long-term programs.
• changedblacklining:none;Focus Focuson long-term success through a balance of short- and long-term pay programs.
• changedblacklining:none;Balance Balancecompensation risk with an appropriate combination of fixed and variable pay programs.
• changedblacklining:none;Provide Providea competitive and internally equitable compensation and benefits package.
• changedMr. Dietrich joined FedEx as Executive Vice President and Chief Financial Officer-Elect effective July 17, 2023 and became ExecutiveVicePresidentandChiefFinancialOfficereffectiveAugust1,2023.
• new​ 44 ​ ​ ​
• newExecutive Vice President and Chief Financial Officer effective August 1, 2023.
• changed​ ​ ​ ​ ​ HOW PURSUED ​ ​ OBJECTIVE ​ ​ ​ GENERALLY ​ ​ ​ SPECIFICALLY ​ ​ Retain and attract highly qualified and effective executive officers.
• changed​ ​ ​ Pay competitively.
• changed​ ​ ​ Use comparison survey data as a point of reference in evaluating target levels for TDC, which includes both fixed and variable, at-risk components tied to stock price appreciation and short- and long-term financial performance.
• changed​ ​ Motivate executive officers to contribute to our future success and to build long-term stockholder value and reward them accordingly.
• changed​ ​ ​ Link a significant part of compensation to FedEx’s financial and stock price performance, especially long-term performance.
• changed​ ​ ​ Weight executive compensation program in favor of incentive and equity-based compensation elements (rather than base salary), especially long-term incentive cash compensation and equity incentives in the form of stock options and restricted stock.
• changed​ ​ Further align executive officer and stockholder interests.
• changed​ ​ ​ Encourage and facilitate long-term stockholder returns and significant ownership of FedEx stock by executive officers.
• changed​ ​ ​ Make annual equity-based grants; tie long-term cash compensation to growth in our EPS (which strongly correlates with long-term stock price appreciation), relative TSR, and and,beginningwiththeFY24–FY26LTIplan,ROIC; maintain a stock ownership goal for senior officers and encourage each officer to retain shares acquired upon stock option exercises until his or her goal is met.
• new​
• changedFor the fiscal 2025 2024executive compensation review, we considered survey data published by two major consulting firms engaged by the company: Willis Towers Watson and Aon Consulting.
• newAdditionally, in connection with our analysis of market data regarding chief executive officer compensation, we considered data of 20 companies ranked closely to FedEx on the Fortune 100 list, which is intended to provide market data, information, and context from large companies similar in size (as assessed primarily by revenues) across a range of industries.
• new​ 2025 Proxy Statement ​ ​ 45 ​
• changedUsing a robust data sample (126 (92companies for fiscal 2025) 2024)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.
• changed​ SHORT-TERM COMPENSATION ​ ​ LONG-TERM COMPENSATION ​ ​ Base Salary ​ ​ AIC ​ ​ LTI ​ ​ Stock Options ​ ​ Restricted Stock* ​
• new*
• newblacklining:none;includes related tax payments
• new​ 46 ​ ​ ​
• changedThe following chart illustrates for each named executive officer the allocation of fiscal 2025 2024target TDC between base salary and incentive and equity-oriented compensation elements (the restricted stock value includes the related tax payment): Fiscal 2025 Target TDC Components * blacklining:none;Does not include special grants of restricted stock and/or stock options to Messrs.
• newKrishnasamy and Smith and Ms. Carere in fiscal 2025.
• changed​ 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.
• changedThese incentives are designed to motivate and reward our executive officers for achieving long-term corporate financial- and stock price-performance financial-performancegoals and maximizing long-term stockholder value.
• changedThe 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- and stock price-performance financial-performancegoals.
• new​ 2025 Proxy Statement ​ ​ 47 ​
• changedThe following chart illustrates for each named executive officer the allocation of fiscal 2025 2024target 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 2025 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.
• changedAll active LTI plans, as well as the FY23-FY25 FY22–FY24LTI plan, require the achievement of multiple pre-established financial performance metrics to receive a payout.
• changedAll LTI plans also include achievement of a pre-established aggregateadjusted EPS goal for a three-fiscal-year period as the most heavily weighted performance metric.
• changedTo further align executive compensation with stockholder returns, relative TSR is included as 25% of the total payout opportunity in the active LTI plans and and,beginningwiththe FY23-FY25 FY24-FY26LTI plan and plan,ROIC is included as 25% of the total payout opportunity in the active LTI plans. opportunity.
• changedStock 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.
• changedWith 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: blacklining:none;6x for the executive Chairman (if serving); ​ blacklining:none;6x for the President and Chief Executive Officer; and ​ blacklining:none;3x for the other executive officers.
• changed​ For purposes of meeting this goal, unvested restricted stock is counted, but unexercised stock options are not.
• changedAs of August 4, 2025, July29,2024,each named executive officer whoisacurrentFedExemployeeexceeded the stock ownership goal or was within the five-year period to attain compliance.
• new​ 48 ​ ​ ​
• changedPolicy Against Hedging and Pledging Transactions In addition, we have 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.
• changedThe Securities Manual and our Corporate Governance Guidelines also prohibit margin accounts and pledges; however, the (i) Lead Independent Director or Vice Chairman of the Board and the Executive Vice President and General Counsel with respect to any non-management Board member, the executive Chairman, or the President and Chief Executive Officer; (ii) the President and Chief Executive Officer and the senior securities counsel CorporateVicePresident–CorporateGovernance,Securities,andTaxLawwith respect to the Executive Vice President and General Counsel; and (iii) the Executive Vice President and 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 the requesting person clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.
• changedBased upon this criterion, such an exception was previously hasbeengranted with respect to the shares thataredisclosedinthisproxystatementashavingbeenpledged as security by Frederick W.
• newSmith, FedEx’s former Executive Chairman who passed away on June 21, 2025, and Frederick Smith Enterprise Company, Inc. (“Enterprise”).
• newWith respect to the shares previously pledged by Mr. Smith and Enterprise as of May 31, 2025: blacklining:none;None of the shares pledged were acquired through a FedEx equity compensation plan.
• changed​ blacklining:none;The Thepledged shares were arenot used to shift or hedge any economic risk in owning FedEx shares.
• changedThese shares collateralized collateralizeloans used to fund outside personal business ventures and prior purchases of FedEx shares.
• changed​ blacklining:none;The Thepledged shares represented representless than 1% of FedEx’s outstanding shares as of May 31, 2025, July29,2024,and therefore did donot present any appreciable risk for investors or the company.
• changed​ blacklining:none;In Inaccordance with our policy, Mr. Smith hasestablished his financial capacity to repay the loan without resorting to the pledged shares.
• changedFurthermore, Mr. Smith’s unpledged share ownership was isvery substantial and would likely have been beable to prevent any margin call.
• changed​ No other FedEx executive officer or Board member currently holds FedEx securities that are pledged pursuant to a margin account, loan, or otherwise.
• new​ 2025 Proxy Statement ​ ​ 49 ​
• changedClawback 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 Governance ESGheading below “Corporate Governance” “Governance”on the Investor Relations page of our website at investors.fedex.com.
• changedThis policy is also available under the Governance ESGheading below “Corporate Governance” “Governance”on the Investor Relations page of our website at investors.fedex.com.
• changedRole 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.
• changedThe 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: blacklining:none;Reviewing Reviewingand discussing with management the factors underlying our compensation policies and decisions, including overall compensation objectives; ​ blacklining:none;Reviewing Reviewingand 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; ​ blacklining:none;Reviewing Reviewingand approving all company goals and objectives (both financial and non-financial) relevant to the compensation of the Chief Executive Officer; ​ blacklining:none;Reviewing Reviewingand approving all company goals and objectives relevant to the compensation of the executive Chairman (if serving); ​ blacklining:none;Evaluating, Chairman;Evaluating,together with the other independent directors, the performance of the executive Chairman (if serving) and the Chief Executive Officer in light of these goals and objectives and the quality and effectiveness of his leadership; ​ blacklining:none;Recommending Recommendingto the Board for approval by the independent directors each element of the compensation of the executive Chairman (if serving) and the Chief Executive Officer; ​ blacklining:none;Reviewing Reviewingthe performance evaluations of all other executive officers (the Chief Executive Officer is responsible for the performance evaluations of the non-CEO executive officers who report to him); ​ blacklining:none;Reviewing Reviewingand 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 executive officers; ​ blacklining:none;Granting Grantingawards under our equity compensation plans and overseeing the administration of all such plans; and ​ blacklining:none;Reviewing Reviewingthe strategies relating to, and costs and structure of, our key employee benefit and fringe-benefit plans and programs.
• changed​ 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.
• changedIn furtherance of the Compensation & HR Committee’s responsibilities, the Committee has engaged Meridian Compensation Partners, LLC (the “consultant”) to assist the Committee in evaluating FedEx’s executive compensation, including during fiscal 2025. 2024.

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