Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 9, 2020, FedEx Corporation ("FedEx" or the "Company") announced that
Alan B. Graf, Jr., Executive Vice President and Chief Financial Officer of the
Company, will step down from his position as Chief Financial Officer, effective
September 21, 2020, and will retire from the Company effective December 31,
2020. Mr. Graf will remain employed by the Company as Executive Vice President
and Senior Advisor from September 22, 2020 until his retirement on December 31,
2020. There were no changes to Mr. Graf's compensation made as a result of his
change in role and retirement.
On March 9, 2020, the Company also announced the appointment of Michael C. Lenz
as Executive Vice President and Chief Financial Officer-Elect of the Company,
effective June 1, 2020, and Executive Vice President and Chief Financial Officer
of the Company, effective September 22, 2020. Mr. Lenz, 56, is currently
Corporate Vice President and Treasurer of the Company, a position he has held
since February 16, 2012. Mr. Lenz was Staff Vice President-Strategic Finance of
FedEx from 2010 to February 2012 and Vice President-Finance of FedEx Office and
Print Services, Inc. from 2005 to 2010. Prior to joining FedEx, Lenz worked at
American Airlines, Inc., where he held positions in several finance and
commercial areas including investor relations, financial planning and analysis,
international planning and fleet planning.
There are no transactions since the beginning of the Company's last fiscal year
in which the Company is a participant and in which Mr. Lenz or any members of
his immediate family have any interest that are required to be reported under
Item 404(a) of Regulation S-K. No family relationships exist between Mr. Lenz
and any of the Company's directors or executive officers. The appointment of
Mr. Lenz was not pursuant to any arrangement or understanding between him and
any person, other than a director or executive officer of FedEx acting in his or
her official capacity.
In connection with his appointment as the Company's Executive Vice President and
Chief Financial Officer-Elect and Executive Vice President and Chief Financial
Officer, Mr. Lenz will receive a promotional bonus of $100,000, payable in two
installments (June 1, 2020 and June 1, 2021). His new annual base salary will be
$625,000, effective June 1, 2020.
Mr. Lenz's payout opportunities under the FY2019-FY2021 and FY2020-FY2022
long-term incentive plans (collectively, the "Existing LTI Plans") will be
prorated for fiscal year 2021 and fiscal year 2022 to reflect Mr. Lenz's
increased potential future payouts as a result of his new position. The
following table sets forth Mr. Lenz's potential threshold, target and maximum
payouts under the Existing LTI Plans:
Potential Future Payouts
Performance Period Threshold ($) Target ($) Maximum ($)
FY2019-FY2021 $ 169,583 $ 678,333 $ 1,017,500
FY2020-FY2022 $ 256,667 $ 1,026,667 $ 1,540,000Additional details regarding the Existing LTI Plans are described beginning on
page 51 of the Company's 2019 Proxy Statement filed with the Securities and
Exchange Commission on August 13, 2019.
Mr. Lenz will be eligible to participate in the Company's future annual
incentive compensation plans and long-term incentive plans and receive stock
options and restricted stock awards under the FedEx Corporation 2019 Omnibus
Incentive Stock Plan at levels based on his new position.
1
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SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release of FedEx Corporation dated March 9, 2020.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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