FEDEX CORPORATION Compensation Arrangements with Outside Directors
In September 2022, the Board of Directors and its Compensation and Human Resources Committee conducted their annual review of non-management (outside) director compensation and approved no change to the annual retainer or committee chairperson fees.
Accordingly, outside directors continue to be paid an annual retainer of $140,000. Chairpersons of the Compensation and Human Resources, Cyber and Technology Oversight, and Governance, Safety, and Public Policy Committees are paid an additional annual fee of $15,000. The Audit and Finance Committee chairperson is paid an additional annual fee of $25,000. In addition, each outside director who was elected at FedEx's 2022 annual meeting will receive stock options for shares of FedEx common stock having a target Black-Scholes value of $180,000. Outside directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares.
Any outside director who is elected to the Board after the 2022 annual meeting will receive the applicable pro rata portion of the annual retainer and stock option grant in connection with his or her election.
The Compensation and Human Resources 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 on Appendix A attached hereto, 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 and Human Resources 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.
Appendix A
3M Company
Abbott Laboratories
AbbVie Inc.
Accenture plc
Albertsons Companies, Inc.
Alimentation Couche-Tard Inc.
The Allstate Corporation
Altria Group, Inc.
American Airlines Group Inc.
American Express Company
American International Group, Inc.
Amgen Inc.
Archer-Daniels-Midland Company
Arrow Electronics, Inc.
AutoNation, Inc.
Bank of America Corporation
Best Buy Co., Inc.
The Boeing Company
Bristol Myers Squibb Company
Broadcom Inc.
Capital One Financial Corporation
Carmax, Inc.
Caterpillar Inc.
CBRE Group, Inc.
Charter Communications, Inc.
Chubb Limited
Cisco Systems, Inc.
Citigroup Inc.
The Coca-Cola Company
ConocoPhillips
Danaher Corporation
Deere & Company
Delta Air Lines, Inc.
Dollar General Corporation
Dollar Tree, Inc.
Dow Inc.
D.R. Horton, Inc.
Duke Energy Corporation
Eli Lilly and Company
Energy Transfer L.P.
Enterprise Products Partners L.P.
Exelon Corporation
General Dynamics Corporation
General Electric Company
The Goldman Sachs Group, Inc.
HCA Healthcare, Inc.
Hewlett Packard Enterprise Company
Honeywell International Inc.
A-1
HP Inc.
Humana Inc.
Intel Corporation
International Business Machines Corporation
Jabil Inc.
Johnson & Johnson
Kraft Heinz Company
Lennar Corporation
Lockheed Martin Corporation
Lowe's Companies, Inc.
LyondellBasell Industries N.V.
Macy's, Inc.
Medtronic Public Limited Company
Merck & Co., Inc.
MetLife, Inc.
Micron Technology, Inc.
Molina Healthcare, Inc.
Mondelez International, Inc.
Morgan Stanley
Netflix, Inc.
NIKE, Inc.
Northrop Grumman Corporation
NRG Energy, Inc.
Nucor Corporation
NVIDIA Corporation
Occidental Petroleum Corporation
Oracle Corporation
Paramount Global
PayPal Holdings, Inc.
PBF Energy Inc.
Penske Automotive Group, Inc.
PepsiCo, Inc.
Performance Food Group Company
Pfizer Inc.
Philip Morris International Inc.
Plains All American Pipeline, L.P.
The Proctor & Gamble Company
The Progressive Corporation
Prudential Financial, Inc.
Publix Super Markets, Inc.
QUALCOMM Incorporated
Raytheon Technologies Corporation
Salesforce, Inc.
Starbucks Corporation
StoneX Group Inc.
Sysco Corporation
TD Synnex Corporation
Tesla, Inc.
Thermo Fisher Scientific Inc.
The TJX Companies, Inc.
T-Mobile US, Inc.
A-2
The Travelers Companies, Inc.
Tyson Foods, Inc.
United Natural Foods Inc.
United Parcel Service, Inc.
US Foods Holding Corp.
The Walt Disney Company
Wells Fargo & Company
World Fuel Services Corporation
A-2
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FedEx Corporation published this content on 21 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 September 2022 20:29:10 UTC.
