DEF 14A 1 fedex3330721-def14a.htm DEFINITIVE PROXY STATEMENT

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

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Filed by the Registrant Filed by a Party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material Under Rule 14a-12

FedEx Corporation

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

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
  No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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4) Date Filed:


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Notice of 2018
Annual Meeting
of Stockholders

Monday, September 24, 2018
8:00 a.m. local time

FedEx Express World Headquarters
Auditorium
3670 Hacks Cross Road, Building G
Memphis, Tennessee 38125








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Our solutions connect people and possibilities.

At FedEx, we believe that a connected world is a better world, and that belief guides everything we do.


With networks that span billions of people across six continents, delivering is our business. It’s also our responsibility to deliver the resources that improve the lives of those we serve.

When we help businesses of all sizes access new markets, they grow and create jobs that boost standards of living in our communities. Investments in safer and more sustainable transportation improve our own footprint and make our communities more livable. A more connected world sparks innovation when shared ideas, goods and technologies interact to transform how we live and work.

We believe a connected world is a prosperous and sustainable world. And we aim to multiply opportunities.

    

Learn more about FedEx

2018 Annual Report*
http://investors.fedex.com/ financial-information/ annual-reports/default.aspx

     

2018 Global Citizenship Report*
http://csr.fedex.com


*

The information on the Annual Report and Global Citizenship Report web pages is not incorporated by reference into, and does not form part of, this proxy statement.



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Notice of Annual Meeting of Stockholders

Logistics

     

Date and Time

Monday, September 24, 2018,
at 8:00 a.m. local time

Location

The Auditorium
FedEx Express World
Headquarters, 3670 Hacks
Cross Road, Building G,
Memphis, Tennessee 38125

Who Can Vote

Stockholders of record at the close of business on July 30, 2018, 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.investorvote.com/FEDX
through 9/23/2018

By phone

1-800-652-VOTE (8683)
through 9/23/2018

Proxy card

Completing, signing and returning your proxy card

In person

With a ticket obtained upon advance registration and valid photo identification

If you are a beneficial owner, please follow the instructions provided by your bank or broker to vote your shares. In order to vote at the meeting, you must obtain a legal proxy from your bank or broker and bring it with you to hand in with your signed ballot.

Items of Business
Voting Proposal      Board Recommenadation

Proposal 1
Elect the twelve nominees named in the proxy statement as FedEx directors

FOR each
director
nominee

Proposal 2
Hold an advisory vote to approve named executive officer compensation

FOR

Proposal 3
Ratify the appointment of Ernst & Young LLP as FedEx’s independent registered public accounting firm for fiscal year 2019

FOR

Proposals 4-6
Act upon three stockholder proposals, if properly presented at the meeting

AGAINST

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

Members of FedEx’s management team will be present at the meeting to respond to appropriate questions from stockholders.

Annual Meeting Admission

If you plan to attend the annual meeting in person, you must register by 11:59 p.m. Eastern time on Thursday, September 20, 2018. See page 89 of the proxy statement for information on how to register in advance to attend the meeting.

If you attend the annual meeting in person, you will need to present your admission ticket, which you will receive in advance, and a valid government-issued photo identification.

Please Vote Your Shares

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

We look forward to your attendance at the annual meeting either in person or by proxy.

By order of the Board of Directors,

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

August 13, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 24, 2018: The following materials are available on the Investor Relations page of the FedEx website at http://investors.fedex.com:

The Notice of Annual Meeting of Stockholders to be held September 24, 2018;

FedEx’s 2018 Proxy Statement; and

FedEx’s Annual Report to Stockholders for the fiscal year ended May 31, 2018.

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 13, 2018.



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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 further information in this proxy statement.

PROPOSAL 1

Election of Directors

Your Board of Directors recommends that you vote “FOR” the election of each of the twelve nominees

See page 7


Committees
Nominee and position Age Director
since

AC

CC

ITOC

NGC
Other public directorships
FREDERICK W. SMITH
Chairman and Chief Executive Officer of
FedEx Corporation
74 1971        
JOHN A. EDWARDSON Independent
Former Chairman and
Chief Executive Officer of CDW Corporation
69 2003 Chubb Limited,
Rockwell Collins, Inc.
MARVIN R. ELLISON Independent
President and Chief Executive Officer of
Lowe’s Companies, Inc.
53 2014 Lowe’s Companies, Inc.
SUSAN PATRICIA GRIFFITH Independent
President and Chief Executive Officer of
The Progressive Corporation
53 2018 The Progressive Corporation
JOHN C. (“CHRIS”) INGLIS Independent
Professor at the U.S. Naval Academy
63 2015 * Huntington Bancshares Inc.,
KEYW Corp.
KIMBERLY A. JABAL Independent
Chief Financial Officer of Weebly
49 2013 SVB Financial Group
SHIRLEY ANN JACKSON Independent
President of Rensselaer Polytechnic Institute
72 1999 International Business Machines Corporation,
Medtronic, Inc.,
Public Service Enterprise Group Incorporated
R. BRAD MARTIN Independent
Chairman of RBM Venture Company
66 2011 Chesapeake Energy Corporation (Chairman)
JOSHUA COOPER RAMO Independent
Vice Chairman, Co-Chief Executive Officer,
Kissinger Associates, Inc.
49 2011 Starbucks Corporation
SUSAN C. SCHWAB Independent
Professor at the University of
Maryland School of Public Policy
63 2009 The Boeing Company,
Caterpillar Inc.,
Marriott International, Inc.
DAVID P. STEINER Lead Independent Director
Former Chief Executive Officer
of Waste Management, Inc.
58 2009 Vulcan Materials Company
PAUL S. WALSH Independent
Chairman of Compass Group PLC
63 1996 Avanti Communications Group plc (Chairman),
Compass Group PLC (Chairman),
RM2 International S.A.,
TPG Pace Holdings Corp.
*

If elected, Mr. Inglis will replace James L. Barksdale, who is retiring as a director immediately before this year’s annual meeting, as Chairman of ITOC.

    

AC: Audit Committee C Chair
CC: Compensation Committee M Member
ITOC: Information Technology Oversight Committee
NGC: Nominating & Governance Committee


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PROXY STATEMENT SUMMARY – DIRECTOR NOMINEE HIGHLIGHTS

Director Nominee Highlights

Diversity of Tenure, Age, Gender and Background

INDEPENDENT DIRECTOR NOMINEE TENURE*

9 years AVERAGE INDEPENDENT DIRECTOR NOMINEE TENURE
         
4 NEWER DIRECTORS (5 YEARS OR LESS) 4 MEDIUM–TENURED DIRECTORS (6 TO 9 YEARS) 4 EXPERIENCED DIRECTORS (10 YEARS OR MORE)

AGE*

61 years AVERAGE AGE

DIRECTORS 45 TO 50 YEARS      DIRECTORS 51 TO 60 YEARS      DIRECTORS 61 TO 70 YEARS      DIRECTORS OVER 70 YEARS

BOARD REFRESHMENT

In the past 5 years:

4 NEW DIRECTORS HAVE JOINED OUR BOARD             DIRECTORS HAVE RETIRED FROM OUR BOARD**

DIVERSITY

33% FEMALE       17% ETHNICALLY DIVERSE

Director 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

6 DIRECTORS

INTERNATIONAL

7 DIRECTORS

FINANCIAL

6 DIRECTORS

MARKETING

4 DIRECTORS

TECHNOLOGICAL

5 DIRECTORS

ENERGY

4 DIRECTORS

GOVERNMENT

5 DIRECTORS

LEADERSHIP

12 DIRECTORS


*

As of August 13, 2018.

**

Including James L. Barksdale, who is retiring as a director immediately before this year’s annual meeting.

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 in the Governance & Citizenship section of the Investor Relations page of our website at http://investors.fedex.com.

Corporate Governance Facts

Proxy Access
Majority Voting for Directors
Annual Election of All Directors
Diverse Board
Annual Board and Committee Self-Evaluations
Lead Independent Director
Independent Directors Meet Regularly Without Management Present
Annual Independent Director Evaluation of Chairman and CEO
Code of Business Conduct and Ethics Applicable to Directors
Nominating & Governance Committee Composed of Independent Directors
Stock Ownership Goal for Directors and Senior Officers
Separate Chairman & CEO


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PROXY STATEMENT SUMMARY – PROPOSAL 2

PROPOSAL 2

Advisory Vote to Approve Named Executive Officer Compensation

     

Your Board of Directors recommends that you vote “FOR” this proposal

See page 31

Executive Compensation Highlights

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 shareowners 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.


In the 2017 advisory vote, 95.9% of the voted shares supported the compensation of our named executive officers.


Elements of Compensation

The elements of target total direct compensation for fiscal 2018 are presented below.

      Element and Fiscal 2018
Average NEO Target Pay Mix*
      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 is based on:

Achievement of adjusted consolidated operating income objective and individual performance goals

 

Restricted Stock**

Annual equity incentive awards designed to further align the interests of our executives with those of our shareowners by facilitating significant ownership of FedEx stock by the officers. 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 shareowner value and reward them accordingly. Total amount paid is based on:

Achievement of aggregate EPS goals for the preceding three-fiscal-year period

*

See page 36 for individual fiscal 2018 target total direct compensation components.

   
**

This average excludes our Chairman and CEO because restricted stock was not a component of his fiscal 2018 compensation. As a result, the percentages included in this table do not sum to 100%.



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PROXY STATEMENT SUMMARY – PROPOSAL 3

PROPOSAL 3

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

     

Your Board of Directors recommends that you vote “FOR” this proposal

See page 71

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm and has specific policies in place to ensure its independence. The Audit Committee has appointed Ernst & Young LLP (“Ernst & Young”) to serve as FedEx’s independent registered public accounting firm for fiscal 2019. Ernst & Young has been our independent registered public accounting firm since 2002.

Fees paid to Ernst & Young for fiscal 2018 and 2017 are detailed on page 74.

Representatives of Ernst & Young will be present at the meeting, will be given the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.


PROPOSALS 4 – 6

Three Stockholder Proposals, if properly presented

     

Your Board of Directors recommends that you vote “AGAINST” each of these proposals

See pages 78 – 85



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2018 Proxy Statement
Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 1
PROXY STATEMENT SUMMARY 2
CORPORATE GOVERNANCE MATTERS 7
Proposal 1 — Election of Directors 7
Process for Selecting Directors 7
Process for Training and Evaluating Directors 9
Nominees for Election to the Board 10
The Board’s Role and Responsibilities 21
Board Structure 23
Board Processes and Policies 27
Directors’ Compensation 29
 
EXECUTIVE COMPENSATION 31
Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation 31
Report of the Compensation Committee of the Board of Directors 32
Compensation Discussion and Analysis 32
Summary Compensation Table 54
Grants of Plan-Based Awards During Fiscal 2018 59
Outstanding Equity Awards at End of Fiscal 2018 60
Option Exercises and Stock Vested During Fiscal 2018 63
Fiscal 2018 Pension Benefits 63
Potential Payments Upon Termination or Change of Control 66
CEO Pay Ratio 70
 
AUDIT MATTERS 71
Proposal 3 — Ratification of the Appointment of the Independent Registered Public Accounting Firm 71
Appointment of Independent Registered Public Accounting Firm 71
Policies Regarding Independent Auditor 71
Report of the Audit Committee of the Board of Directors 72
Audit and Non-Audit Fees 74
       
EQUITY COMPENSATION PLANS 75
Equity Compensation Plans Approved by Stockholders 75
Equity Compensation Plans Not Approved by Stockholders 75
Summary Table 75
 
STOCK OWNERSHIP 76
Directors and Executive Officers 76
Significant Stockholders 77
Section 16(a) Beneficial Ownership Reporting Compliance 77
 
STOCKHOLDER PROPOSALS 78
INFORMATION ABOUT THE ANNUAL MEETING 86
ADDITIONAL INFORMATION   92
General Information 92
Proxy Solicitation 92
Householding 92
 
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2019 ANNUAL MEETING 93
Stockholder Proposals for 2019 Annual Meeting 93
Proxy Access Director Nominations 93
Additional Information 93
 
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 MEASURES C-1

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Corporate Governance Matters

PROPOSAL 1

Election of Directors

All of FedEx’s directors are elected at each annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The Board of Directors currently consists of thirteen members. Consistent with FedEx’s policy that a director retire immediately before the annual meeting during the calendar year in which he or she turns age 75, James L. Barksdale is retiring as a director immediately before this year’s annual meeting and the Board did not nominate him for reelection (for additional information, please see “— Board Processes and Policies — Director Mandatory Retirement”). The Board proposes that each of the other current directors be reelected to the Board. Susan Patricia Griffith was initially elected as a director by the Board in March 2018. Frederick W. Smith, FedEx’s Chairman and Chief Executive Officer, and the members of the Nominating & Governance Committee recommended Ms. Griffith as a nominee.

Effective upon the retirement of Mr. Barksdale, the size of the Board will be decreased to twelve members. Each of the nominees elected at this annual meeting will hold office until the annual meeting of stockholders to be held in 2019 and until his or her successor is duly elected and qualified.

Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote your shares for the substitute nominee.

Under FedEx’s majority-voting standard, each of the twelve director nominees must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. For more information, please see “— Process for Selecting Directors — Nomination Process — Majority-Voting Standard for Director Elections.”

     

Your Board of Directors recommends that you vote “FOR” the election of each of the twelve nominees.


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 Nominating & Governance Committee, which identifies, evaluates and recruits highly qualified director candidates and recommends them to the Board.

Experience, Qualifications, Attributes and Skills

The Nominating & Governance Committee seeks director nominees with the skills and experience needed to properly oversee the interests 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.

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CORPORATE GOVERNANCE MATTERS – PROCESS FOR SELECTING DIRECTORS

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 and structure. These were all considered by the Board in connection with this year’s director nomination process.

TRANSPORTATION INDUSTRY EXPERIENCE

FINANCIAL EXPERTISE

TECHNOLOGICAL EXPERTISE

GOVERNMENT EXPERIENCE

INTERNATIONAL EXPERIENCE

MARKETING EXPERTISE

ENERGY EXPERTISE

LEADERSHIP EXPERIENCE

Diversity: The Board is committed to diversity and inclusion and is always looking for highly qualified candidates, including women (Ms. Griffith, Ms. Jabal, Dr. Jackson and Ambassador Schwab) and minorities (Dr. Jackson and Mr. Ellison), who meet our criteria. The Board seeks, and believes it has found in this group of nominees, a diverse blend of experience and perspectives, institutional knowledge and personal chemistry, and directors who will provide sound and prudent guidance with respect to all of FedEx’s operations and interests.

Nomination Process

NOMINATION OF DIRECTOR CANDIDATES

The Nominating & Governance Committee identifies, evaluates and recruits director candidates, considers the advisability of any additional or replacement director, and recommends director nominees to the Board as follows:

The Committee considers potential candidates for director that may be proposed by current directors, management, professional search firms, stockholders or other persons. The Committee has also engaged 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.
                                         
If the Nominating & Governance Committee determines that an additional or replacement director is necessary or advisable, the Nominating & Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a potential director candidate, including interviewing the candidate, engaging an outside firm to gather additional information and making inquiries of persons with knowledge of the candidate’s qualifications and character.
In its evaluation of potential director candidates, including the members of the Board of Directors eligible for reelection, the Nominating & Governance Committee considers the current size, composition and needs of the Board of Directors and each of its committees.
FOUR NEW, INDEPENDENT, HIGHLY QUALIFIED DIRECTORS HAVE JOINED THE FEDEX BOARD IN THE PAST FIVE YEARS.

PROXY ACCESS

In March 2016, the Board of Directors amended our bylaws to implement proxy access. Prior to the Board’s adoption of the proxy access bylaw, we consulted with many of our largest institutional stockholders in order to understand their views and policies regarding proxy access, including the specific provisions they considered important. We spoke with, or otherwise received feedback from, representatives of stockholders owning nearly half of our then-outstanding shares. We also spoke with a representative of the proponent of the proxy access stockholder proposal that was approved at our 2015 annual meeting of stockholders.

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CORPORATE GOVERNANCE MATTERS – PROCESS FOR SELECTING DIRECTORS

Substantially all of these stockholders indicated their support for a proxy access bylaw with terms consistent with those now included in our Bylaws, which are as follows:

a 3% ownership threshold and 3-year holding period requirement

a cap on the number of director nominees at 2 or 20% of the board, whichever is greater

a stockholder group aggregation limit of 20

Based on this feedback from our stockholders, and the Board’s assessment of the relative merits of the various proxy access formulations, our Board of Directors approved amendments to our Bylaws to implement proxy access consistent with the terms set forth above, which it determined to be in the best interests of our stockholders. Our Bylaws are available in the Governance & Citizenship section of the Investor Relations page of our website at http://investors.fedex.com.

STOCKHOLDER NOMINATIONS

The Nominating & Governance Committee will consider director nominees proposed by stockholders. To recommend a prospective director candidate for the Nominating & Governance 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 Corporation Nominating & Governance 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 2019 Annual Meeting.”

MAJORITY-VOTING STANDARD FOR DIRECTOR ELECTIONS

FedEx’s Bylaws require that we use a majority-voting standard in uncontested director elections and contain a resignation requirement for directors who fail to receive the required majority vote. The Bylaws also prohibit the Board from changing back to a plurality-voting standard without the approval of our stockholders. 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 Securities and Exchange Commission (“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, knowledgeable and effective Board members. The program includes, among other things, individual meetings with key members of the Board and executive management, facility tours, and attendance at committee meetings of each Board committee of which the new director is not a member. The process is tailored to take into account the individual needs of each new director.

The Nominating & Governance Committee is responsible for overseeing the New Director Orientation Program. The Executive Vice President, General Counsel and Secretary is responsible for administering the program and reporting to the Nominating & Governance 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, financial performance and compensation practices, as well as the policies, procedures and responsibilities of the Board and its committees.

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CORPORATE GOVERNANCE MATTERS – PROCESS FOR TRAINING AND EVALUATING DIRECTORS

Continuing Director Education

FedEx provides continuing director education through individual speakers who make relevant presentations in connection with in-person Board meetings, which generally occur four times per year. The company receives feedback from the directors on potential topics that would be useful for these presentations. In addition to facilitating these customized in-house programs, FedEx monitors pertinent developments in director education and recommends certain relevant outside programs for Board Committee chairpersons to attend. The Nominating & Governance Committee reviews the company’s director education process on an annual basis to ensure the continuing education provided remains relevant and helpful.

Board and Committee Evaluations

The Nominating & Governance Committee oversees an annual performance evaluation of each committee of the Board and the Board of Directors as a whole. There is also a process for individual director evaluations.

The Nominating & Governance Committee reviews and discusses the evaluation results for each committee and the Board of Directors as a whole. Each committee discusses its annual evaluation results and the chairperson reports the results to the Board of Directors and identifies any opportunities to improve the effectiveness of the committee. The chairperson of the Nominating & Governance Committee also reports to the Board of Directors the results of the full Board and, as appropriate, any individual director evaluations.

As part of the evaluation process, 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 and that sufficient time has been allocated for such meetings.

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.

FREDERICK W. SMITH

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS
74 1971 NONE NONE

Mr. Smith is the company’s founder and has been Chairman and Chief Executive Officer of FedEx since 1998 and Chairman of FedEx Express since 1975. Mr. Smith was 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, and President of FedEx Express from 1971 to 1975.

 

SKILLS AND QUALIFICATIONS

TRANSPORTATION INDUSTRY

ENERGY

INTERNATIONAL

Founder of our company and the pioneer of the express transportation industry.

Co-chairman of the Energy Security Leadership Council.

Leads 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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CORPORATE GOVERNANCE MATTERS – NOMINEES FOR ELECTION TO THE BOARD

JOHN A. EDWARDSON INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS
69 2003 AUDIT (CHAIRMAN) CHUBB LIMITED AND
ROCKWELL COLLINS, INC.

Mr. Edwardson is the former Chairman and Chief Executive Officer of CDW Corporation, a provider of technology products and services, serving as Chief Executive Officer from 2001 to September 2011 and as Chairman from 2001 to December 2012. He was Chairman and Chief Executive Officer of Burns International Services Corporation, a provider of security services, from 1999 to 2000. He was President and Chief Operating Officer of UAL Corporation (the parent company of United Air Lines, Inc.), an airline, from 1995 to 1998. He is a former director of CDW Corporation.

   

SKILLS AND QUALIFICATIONS

FINANCIAL TECHNOLOGICAL TRANSPORTATION INDUSTRY/INTERNATIONAL
Former CFO of two public companies. Former CEO of a technology products and services provider. Former President and COO of a major airline.

MARVIN R. ELLISON INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS
53 2014

COMPENSATION

LOWE’S COMPANIES, INC.

INFORMATION TECHNOLOGY OVERSIGHT

NOMINATING & GOVERNANCE

Mr. Ellison serves as President and Chief Executive Officer and a director of Lowe’s Companies, Inc., a home improvement retailer, positions he has held 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. 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

LEADERSHIP

TRANSPORTATION INDUSTRY

Gained marketing expertise through his executive experience at The Home Depot and J. C. Penney.

Significant executive leadership experience gained from executive positions held at The Home Depot and J. C. Penney.

Served in a variety of logistics roles during his career, including as Senior Vice President – Global Logistics at The Home Depot. Also has significant e-commerce experience due to his executive positions held at J. C. Penney and The Home Depot.


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CORPORATE GOVERNANCE MATTERS – NOMINEES FOR ELECTION TO THE BOARD

SUSAN PATRICIA GRIFFITH  INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS

53

2018

INFORMATION TECHNOLOGY OVERSIGHT

THE PROGRESSIVE CORPORATION

NOMINATING & GOVERNANCE

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 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

LEADERSHIP

TECHNOLOGICAL

Extensive executive and managerial experience in an industry that emphasizes distinctive advertising and marketing campaigns.

Has held a series of executive leadership positions at The Progressive Corporation, including her role as President and CEO.

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.


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CORPORATE GOVERNANCE MATTERS – NOMINEES FOR ELECTION TO THE BOARD

JOHN C. (“CHRIS”) INGLIS INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS

63

2015

COMPENSATION

HUNTINGTON BANCSHARES INC.

INFORMATION TECHNOLOGY OVERSIGHT

AND KEYW CORP.

NOMINATING & GOVERNANCE

Mr. Inglis is currently a Visiting Professor of Cyber Studies at the U.S. Naval Academy. He previously served for 28 years at the National Security Agency as a computer scientist and operational manager, retiring in 2014 as the Agency’s Deputy Director and senior civilian leader. In this role, he acted as the NSA’s chief operating officer responsible for guiding and directing strategies, operations and policy. Prior to joining the NSA, Mr. Inglis had nine years of active duty service as an officer and pilot in the U.S. Air Force, followed by twenty-one years with the Air National Guard, from which he retired as a Brigadier General.

   

SKILLS AND QUALIFICATIONS

TRANSPORTATION INDUSTRY

INTERNATIONAL TECHNOLOGICAL GOVERNMENT/LEADERSHIP

Commanded USAF C-130 tactical airlift units at the Squadron and Group level, holds the rating of USAF Command Pilot and has more than 20 years of experience piloting USAF C-141 and C-130 aircraft.

Has extensive experience conducting intelligence liaison as a senior representative of the U.S. government, including three years as the U.S. Special Liaison to the United Kingdom at U.S. Embassy London.

Serves on technical advisory boards across the private and public sectors, which includes service on numerous U.S. Department of Defense Science Board Studies. Holds graduate degrees in engineering and computer science from Columbia, Johns Hopkins, and George Washington Universities.

Served for 17 years as a senior executive in the U.S. Department of Defense, including seven and one-half years as the Deputy Director and Chief Operating Officer of the NSA. He currently serves as a member of the Strategic Advisory Groups for U.S. Strategic Command and the Director of National Intelligence.


KIMBERLY A. JABAL INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS

49

2013

AUDIT SVB FINANCIAL GROUP

INFORMATION TECHNOLOGY OVERSIGHT

Ms. Jabal currently is the Chief Financial Officer of Weebly, a small business software company recently acquired by Square, Inc. Prior to joining Weebly in November 2015, she served as Chief Financial Officer of Kong Technologies, Inc. (formerly Path, Inc.) and as Vice President of Finance at Lytro, Inc., both early-stage technology companies. She served in various capacities at Google from 2003 to 2011, including as director of engineering finance, director of investor relations and director of online sales finance. Prior to Google, Ms. Jabal spent two years at Goldman Sachs in technology investment banking and eight years with Accenture working in information technology.

   

SKILLS AND QUALIFICATIONS

 

FINANCIAL

TECHNOLOGICAL

CFO of a small business software company and former CFO of a privately-held social networking company.

Has extensive information technology experience, having spent eight years serving in various capacities with Google and eight years with Accenture designing and building technical infrastructure for major information technology systems implementations at global companies.


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CORPORATE GOVERNANCE MATTERS – NOMINEES FOR ELECTION TO THE BOARD

SHIRLEY ANN JACKSON INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS

72

1999

AUDIT

INTERNATIONAL BUSINESS MACHINES CORPORATION,

COMPENSATION

MEDTRONIC, INC. AND

   

NOMINATING &
GOVERNANCE

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Dr. Jackson is President of Rensselaer Polytechnic Institute (RPI), a technological research university, a position she has held since 1999. She was Chairman of the U.S. Nuclear Regulatory Commission (NRC) from 1995 to 1999 and Commissioner of the NRC from 1995 to 1999. Dr. Jackson was a member of the President’s Council of Advisors on Science and Technology (PCAST) from 2009 until 2014, Co-Chair of the President’s Intelligence Advisory Board from November 2014 to January 2017, a member of the International Security Advisory Board to the U.S. Secretary of State from July 2011 to January 2017, a member of the Secretary of Energy Advisory Board from 2013 to 2017, a member of the Board of Directors of the Council on Foreign Relations from 2008 to 2018, and Chairman of the International Nuclear Regulators Association from 1997 to 1999. Dr. Jackson was Vice-Chair of the Board of Regents of the Smithsonian Institution from 2014 to 2017 and a member of the Board of Regents from 2005 to 2017. She also is a life trustee of M.I.T. (member of the M.I.T. Corporation). Dr. Jackson is a National Medal of Science recipient. She was previously a director of Marathon Oil Corporation, NYSE Euronext and U.S. Steel Corporation.

   

SKILLS AND QUALIFICATIONS

FINANCIAL

TECHNOLOGICAL INTERNATIONAL ENERGY/GOVERNMENT

Has numerous years of public company audit committee experience, including as a chair. Dr. Jackson is also a former director of NYSE Euronext and former chair of the Board of NYSE Regulation.

Earned undergraduate and doctorate degrees in physics from the Massachusetts Institute of Technology and is the president of a world-renowned technological research university (RPI). Dr. Jackson is also a member of the Board of IBM and a former member of PCAST.

As Chairman and Commissioner of the U.S. Nuclear Regulatory Commission, traveled extensively on behalf of the U.S. government, including negotiating on nuclear safety matters with foreign government officials. Extensive involvement with the World Economic Forum (WEF), including as Co-Chair of the WEF Global Future Council on International Security.

Former Chairman and Commissioner of the U.S. Nuclear Regulatory Commission, former Co-Chair of the President’s Intelligence Advisory Board, a former member of the International Security Advisory Board to the U.S. Secretary of State, a former member of the Secretary of Energy Advisory Board and a former director of Marathon Oil Corporation.


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CORPORATE GOVERNANCE MATTERS – NOMINEES FOR ELECTION TO THE BOARD

R. BRAD MARTIN INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS

66

2011

AUDIT

CHESAPEAKE ENERGY CORPORATION

NOMINATING & GOVERNANCE

(CHAIRMAN)

Mr. Martin is Chairman of the Board of Chesapeake Energy Corporation, a producer of oil, natural gas, and natural gas liquids, a position he has held since October 2015. In addition, Mr. Martin has served as Chairman of RBM Ventures, a private investment company, since 2007. Mr. Martin 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 First Horizon National Corporation, Caesars Entertainment Corporation, Dillards, Inc., Gaylord Entertainment Company, lululemon athletica inc. and Ruby Tuesday, Inc.

   

SKILLS AND QUALIFICATIONS

FINANCIAL

MARKETING ENERGY GOVERNMENT

Earned an MBA from Vanderbilt University and has public company audit committee experience.

Gained valuable retail marketing experience and successfully applied his marketing expertise as the former CEO of Saks, a leading department store retailer.

Member of the boards of Chesapeake Energy Corporation, where he currently serves as Chairman, and Pilot Travel Centers LLC.

Former Tennessee state representative.


JOSHUA COOPER RAMO INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS

49

2011

AUDIT

STARBUCKS CORPORATION

INFORMATION TECHNOLOGY OVERSIGHT

Mr. Ramo is Vice Chairman, Co-Chief Executive Officer, Kissinger Associates, Inc., a strategic advisory firm (he has been Vice Chairman since 2011 and Co-Chief Executive Officer since July 1, 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.

   

SKILLS AND QUALIFICATIONS

LEADERSHIP

INTERNATIONAL

Vice Chairman, Co-Chief Executive Officer, Kissinger Associates.

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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CORPORATE GOVERNANCE MATTERS – NOMINEES FOR ELECTION TO THE BOARD

SUSAN C. SCHWAB INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS

63

2009

COMPENSATION

THE BOEING COMPANY,

INFORMATION TECHNOLOGY OVERSIGHT

CATERPILLAR INC. AND

MARRIOTT INTERNATIONAL, INC.

Ambassador Schwab is a Professor at the University of Maryland School of Public Policy, a position she has held since January 2009. 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. She 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.

   

SKILLS AND QUALIFICATIONS

  

INTERNATIONAL/GOVERNMENT

LEADERSHIP

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.

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.


DAVID P. STEINER  LEAD INDEPENDENT DIRECTOR

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS

58

2009

 NOMINATING & GOVERNANCE (CHAIRMAN)

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

FINANCIAL

ENERGY

Former CEO of Waste Management, which transports waste materials.

Has an accounting degree from Louisiana State University and was CFO of Waste Management before becoming its CEO.

Former CEO of Waste Management, which has taken an industry leadership role in converting waste to renewable energy.


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CORPORATE GOVERNANCE MATTERS – NOMINEES FOR ELECTION TO THE BOARD

PAUL S. WALSH INDEPENDENT

AGE DIRECTOR SINCE COMMITTEES OTHER PUBLIC COMPANY DIRECTORSHIPS

63

1996

 COMPENSATION (CHAIRMAN)

AVANTI COMMUNICATIONS GROUP PLC (CHAIRMAN),

COMPASS GROUP PLC (CHAIRMAN),

RM2 INTERNATIONAL S.A. AND

TPG PACE HOLDINGS CORP.

Mr. Walsh is Chairman of the Board of Compass Group PLC, a food service and support services company, a position he has held since February 2014. He also is Chairman of the Board of Avanti Communications Group plc, a leading satellite operator providing high-speed internet and data services, a position he has held since November 2013. Mr. Walsh serves as an advisor for L.E.K. Consulting, a global strategy consulting firm, and TPG Capital LLP, a private investment firm. 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 RM2 International S.A. 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 Centrica plc, Diageo plc, HSBC Holdings plc, Ontex Group NV, Pace Holdings Corp. and Unilever PLC.

   

SKILLS AND QUALIFICATIONS

INTERNATIONAL FINANCIAL MARKETING GOVERNMENT

Former CEO of a U.K.–based, large multinational corporation.

Has held executive finance positions, including CFO of a major division, at a U.K.–based public company.

Led a company that owes much of its growth and success to highly effective marketing of its brands.

Has held executive positions at companies where government interface is crucial.


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CORPORATE GOVERNANCE MATTERS – NOMINEES FOR ELECTION TO THE BOARD

SUMMARY OF DIRECTOR EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

  
TRANSPORTATION INDUSTRY 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 continued capitalization on increasing globalization and the resulting expansion of customer access to goods, services and information.
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.
TECHNOLOGICAL EXPERTISE is beneficial because attracting and retaining customers and competing effectively depend in part upon the sophistication and reliability of our technology.
ENERGY EXPERTISE is important as we are committed to protecting the environment and have initiatives underway to reduce our energy use and minimize our environmental impact.
GOVERNMENT EXPERIENCE is useful in our highly regulated industry as we work constructively with governments around the world.
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 at least one member of the Audit Committee, John A. Edwardson, 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, Compensation and Nominating & Governance Committees and, with the exception of Frederick W. Smith, each of the Board’s current members (James L. Barksdale, John A. Edwardson, Marvin R. Ellison, Susan Patricia Griffith, John C. (“Chris”) Inglis, Kimberly A. Jabal, Shirley Ann Jackson, R. Brad Martin, 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 requirements for Audit Committee and Compensation Committee members) and the Board’s more stringent standards for determining director independence. Mr. Smith is FedEx’s Chairman of the Board and Chief Executive Officer.

Under the Board’s standards of director independence, which are included in FedEx’s Corporate Governance Guidelines, 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.


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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 revenues 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. Barksdale served as an officer of FedEx, but he left the company well over five years ago (his employment at FedEx ended in 1992).

An entity with which Mr. Smith is affiliated made a passive investment (holding a less-than-5% equity interest) in a privately held entity with which Mr. Barksdale was affiliated until the entity was sold in February 2018 to a third party.

Mr. Barksdale has made an investment (holding a less-than-10% equity interest) in a privately held entity that is headed by Mr. Smith’s daughter and of which Mr. Smith is a director and 10% owner.

Messrs. Ellison and Martin and Alan B. Graf, Jr., FedEx’s Executive Vice President and Chief Financial Officer, serve on the Board of Trustees of the University of Memphis, a non-profit entity to which FedEx makes payments and charitable contributions. The payments and charitable contributions made by FedEx to the University of Memphis in its 2017 fiscal year represented less than one percent of the University’s consolidated gross revenues for the year, and the payments made by FedEx to the University in its 2016 and 2015 fiscal years represented one percent or slightly more than one percent of the University’s consolidated gross revenues for each year. The Board determined that Messrs. Ellison and Martin are still independent directors under the Board’s independence standards as neither of them have a direct or indirect material relationship with either FedEx or the University of Memphis, other than as a director or trustee, and neither of them derive any financial or other personal benefit from these transactions.

In the ordinary course of business, FedEx makes purchases from Lowe’s Companies, Inc., an entity for which Mr. Ellison has served as President and Chief Executive Officer and as a director since July 2018. The amount of the payments made by FedEx to Lowe’s 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 revenues 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. The amount of the payments made by FedEx to Progressive 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 revenues for such year.


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Mr. Martin and Rajesh Subramaniam, FedEx’s Executive Vice President, Chief Marketing and Communications Officer, served together as members of the Board of Directors of First Horizon National Corporation until Mr. Martin retired from the First Horizon Board in December 2017.

Mr. Martin and Robert B. Carter, FedEx’s Executive Vice President, FedEx Information Services and Chief Information Officer, serve as members of the board of managers of Pilot Travel Centers LLC.

In the ordinary course of business, FedEx makes purchases of aircraft and related services and equipment from The Boeing Company, for which Ambassador Schwab serves as a director. The payments made by FedEx to Boeing in its three most recently completed fiscal years represented less than one percent, slightly more than one percent and one percent of Boeing’s consolidated gross revenues for each year, respectively. Ambassador Schwab recuses herself when the Board discusses or votes on Boeing-related matters. The Board determined that Ambassador Schwab is still an independent director under the Board’s independence standards as she does not have a direct or indirect material relationship with either FedEx or Boeing, other than as a director, and does not derive any financial benefit from these ordinary course transactions.

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 Board of Directors, upon the recommendation of the Nominating & Governance Committee, preapproved the following related person transaction:

In fiscal 2017, following the Board’s approval, FedEx entered into a two-year agreement with LiveSafe, Inc., a leading mobile safety communications platform delivering actionable crowd-sourced safety and security intelligence, preventing incidents, and connecting people to the help they need. Mr. Smith is a former member of the board of directors of LiveSafe, and an affiliated entity of Mr. Smith invested $5.25 million in LiveSafe’s Series B financing. Mr. Smith’s son is 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 will increase and FedEx will pay total license fees of approximately $4.4 million over the three-year term of the new agreement.

In addition, the Nominating & Governance Committee has reviewed the following existing related person transactions and determined that they remain in the best interests of FedEx and our stockholders:

In November 1999, FedEx entered into a multi-year, $205 million naming rights agreement with Washington Football, Inc. Under this agreement, FedEx has certain marketing rights, including the right to name the stadium where the NFL Washington Redskins professional football team plays “FedExField.” In August 2003, Mr. Smith acquired an approximate 10% ownership interest in the Washington Redskins and joined its Leadership Council, or board of directors.

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 and David J. Bronczek, FedEx’s President and Chief Operating Officer, paid FedEx $402,479 and $242,324, respectively, during fiscal 2018 in connection with certain personal use of corporate aircraft.

During fiscal 2018, Mr. Smith’s son was employed by FedEx Express as Senior Vice President of Global Trade and Specialty Services (during June 2017) and, beginning July 1, 2017, is employed by FedEx Trade Networks as its President and CEO. The compensation of Mr. Smith’s son for fiscal 2018 (including all incentive compensation amounts and the Black-Scholes value of any stock option award) was approximately $1,360,000.

Mr. Smith’s daughter is employed by FedEx Corporation as a global public policy advisor in Washington, D.C.; Mr. Bronczek’s brother-in-law is employed by FedEx Services as a sales executive; 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 Express as a managing director in the legal department beginning in May 2018 and was previously a senior counsel from June 2017 through April 2018; and Henry J. Maier is the President and Chief Executive Officer of FedEx Ground – his son is employed by FedEx Services as a manager of marketing. The total annual compensation of each of Mr. Smith’s daughter, Mr. Bronczek’s brother-in-law, Mr. Subramaniam’s brother, Mr. Allen’s son-in-law and Mr. Maier’s son for fiscal 2018 (including any incentive compensation) did not exceed $225,000.


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CORPORATE GOVERNANCE MATTERS – THE BOARD’S ROLE AND RESPONSIBILITIES

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 as appropriate. We also value the perspectives of our stockholders and other stakeholders, including our employees and the communities in which we operate, and take steps to implement their points of view where warranted.

In considering possible modifications of our corporate governance policies and practices, our Board and management focus on those changes that are appropriate for our company and our industry, rather than adopting a one-size-fits-all approach. 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 Business Conduct and Ethics, are available in the Governance & Citizenship section of the Investor Relations page of our website at http://investors.fedex.com.

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 ensuring that FedEx’s risk management practices are adequate 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 begins with a strategic overview by the Chairman of the Board and Chief Executive Officer that describes the most significant issues, including risks, affecting the company, and also includes business updates from the President and Chief Operating Officer and each reporting segment CEO. 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.

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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.

                                                
   

THE AUDIT COMMITTEE reviews and discusses with management the company’s 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 Business Conduct and Ethics and the employee hotline program. In addition, the Audit 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 Committee on the key enterprise risks facing FedEx.

THE INFORMATION TECHNOLOGY OVERSIGHT COMMITTEE reviews and discusses with management the company’s cybersecurity risks and the technologies, policies, processes and practices for managing and mitigating such risks, and it reviews and discusses with management the quality and effectiveness of the company’s information technology systems and processes, including the extent to which those systems and processes protect the company from technology-related risks.

THE COMPENSATION 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.

THE NOMINATING & GOVERNANCE 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.

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 corporate social responsibility (”CSR”). We understand that a sustainable global business is tied to our global citizenship, and we are committed to connecting the world responsibly and resourcefully.

The FedEx Enterprise Sustainability Council is responsible for setting and implementing 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 gives periodic presentations to the full Board on our sustainability programs.

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.

FedEx publishes a global CSR 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 2018 Global Citizenship Report is available at http://csr.fedex.com.

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CORPORATE GOVERNANCE MATTERS – THE BOARD’S ROLE AND RESPONSIBILITIES

Stockholder Engagement

We believe that thoughtful stockholder engagement is important, and we have a long history of such engagement. We have an active shareowner engagement program in which we meet regularly with our largest shareowners to discuss our business strategy, operations, sustainability and social responsibility 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 means by which they can communicate with our Board. As set forth in our Corporate Governance Guidelines, one of the responsibilities of our Lead Independent Director is to communicate with stockholders, as appropriate, if so requested. Moreover, as discussed in more detail in “— Board Processes and Policies — Communications with Directors,” our stockholders also have the ability to communicate directly with any director (including our Lead Independent Director), any Board committee or the full Board.

Executive Management Succession Planning

The Board of Directors has in place an effective planning process to select successors to the Chairman of the Board and Chief Executive Officer and other members of executive management. The Nominating & Governance Committee, in consultation with the Chairman of the Board and Chief Executive Officer, annually reports to the Board on executive management succession planning. The entire Board works with the Nominating & Governance Committee and the Chairman of the Board and 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 CEO 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 Chairman of the Board and Chief Executive Officer 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 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 shareowners by providing high value-added logistics, transportation and related business services through focused operating companies.

The leadership structure of our Board of Directors includes:

A combined Chairman of the Board and Chief Executive Officer.

     

Independent, active and effective directors of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies.

     

A Lead Independent Director.
The Chairperson of the Nominating & Governance Committee, who is elected annually by a majority of the independent Board members, serves as the Lead Independent Director.

The Board believes that FedEx has been and continues to be well served by having the company’s founder, Frederick W. Smith, serve as both Chairman of the Board and Chief Executive Officer. The current Board leadership model, when combined with the composition of the Board, the strong leadership of our independent directors, Board committees and Lead Independent Director, and the highly effective corporate governance structures and processes already in place, strikes an appropriate balance between consistent leadership and independent oversight of FedEx’s business and affairs.

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CORPORATE GOVERNANCE MATTERS – BOARD STRUCTURE

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 long-standing practices, in addition to those described above:

DIRECTORS STAND FOR ELECTION
ANNUALLY BY MAJORITY VOTE.
      Under our Bylaws, all members of our Board of Directors are elected annually. In addition, our Bylaws require that we use a majority-voting standard in uncontested director elections in which a director nominee must receive more votes cast “for” than “against” in order to be elected.
OUR NON-MANAGEMENT DIRECTORS
HOLD REGULAR EXECUTIVE SESSIONS.
Our non-management Board members meet at regularly scheduled executive sessions without management present in conjunction with each in-person Board meeting. The Lead Independent Director conducts and presides at these meetings. At least once a year, such meetings include only the independent members of the Board. In addition, the Lead Independent Director may call such meetings of the non-management Board members as he or she deems necessary or appropriate, may be designated to preside at any Board or stockholder meeting and presides at all Board meetings at which the Chairman of the Board and Chief Executive Officer is not present.
BOARD MEMBERS MAY SUBMIT AGENDA
ITEMS AND INFORMATION REQUESTS.
Each Board member may place items on the agenda for Board meetings, raise subjects that are not on the agenda for that meeting or request information that has not otherwise been provided to the Board. Additionally, the Lead Independent Director reviews and approves all Board meeting schedules and agendas and consults with the Chairman of the Board and Chief Executive Officer regarding other information sent to the Board in connection with Board meetings or other Board action.

OUR BOARD MEMBERS INTERACT
WITH MANAGEMENT.

Consistent with our philosophy of empowering each member of our Board of Directors, each Board member has complete and open access to any member of management and to the chairman of each Board committee for the purpose of discussing any matter related to the work of such committee. The Lead Independent Director also serves as a liaison, but not a buffer, between the Chairman of the Board and Chief Executive Officer and independent Board members.
OUR DIRECTORS ARE ENCOURAGED TO
INTERACT WITH STOCKHOLDERS.
If any of our major stockholders asks to speak with any Board member on a matter related to FedEx, we encourage that director to make himself or herself available and will facilitate such interaction. Additionally, the Lead Independent Director is available to communicate with stockholders, as appropriate, if requested by such stockholders.
OUR DIRECTORS CAN REQUEST SPECIAL
BOARD MEETINGS.
Special meetings of the Board can be called by the Chairman of the Board and Chief Executive Officer or at the request of two or more directors.
THE BOARD OR ANY BOARD COMMITTEE
CAN RETAIN INDEPENDENT ADVISORS.
The Board and each Board committee have the authority to retain independent legal, financial and other advisors as they deem appropriate.

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CORPORATE GOVERNANCE MATTERS – BOARD STRUCTURE

Board Committees

The Board of Directors has a standing Audit Committee, Compensation Committee, Information Technology Oversight Committee and Nominating & Governance Committee. Each committee’s written charter, as adopted by the Board of Directors, is available on the Investor Relations page of our website at http://investors.fedex.com in the Governance & Citizenship section under “Committee Charters.” Committee memberships are currently as follows:

AUDIT COMMITTEE

COMMITTEE MEMBERS

John A. Edwardson* (Chairman)
Kimberly A. Jabal
Shirley Ann Jackson
R. Brad Martin
Joshua Cooper Ramo

FY18 MEETINGS HELD:
9

COMMITTEE REPORT:
page 72

* 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; and (iii) the performance of the internal auditors;
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; and
oversees FedEx’s compliance with legal and regulatory requirements and the implementation and effectiveness of FedEx’s corporate integrity and compliance programs.

COMPENSATION COMMITTEE

COMMITTEE MEMBERS

Paul S. Walsh (Chairman)
Marvin R. Ellison
John C. (“Chris”) Inglis
Shirley Ann Jackson
Susan C. Schwab

FY18 MEETINGS HELD:
5

COMMITTEE REPORT:
page 32

COMMITTEE FUNCTIONS:

evaluates, together with the independent members of the Board, the performance of FedEx’s Chairman of the Board and Chief Executive Officer and recommends his compensation for approval by the independent directors;
helps discharge the Board’s responsibilities relating to the compensation of executive management;
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; and
oversees the administration of FedEx’s equity compensation plans and reviews the costs and structure of key employee benefit and fringe-benefit plans and programs.

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CORPORATE GOVERNANCE MATTERS – BOARD STRUCTURE

INFORMATION TECHNOLOGY OVERSIGHT COMMITTEE

COMMITTEE MEMBERS

James L. Barksdale
(Chairman)
Marvin R. Ellison
Susan Patricia Griffith
John C. (“Chris”) Inglis
Kimberly A. Jabal
Joshua Cooper Ramo
Susan C. Schwab

FY18 MEETINGS HELD:
6

COMMITTEE FUNCTIONS:

reviews major information technology (“IT”) related projects and technology architecture decisions;
assesses whether FedEx’s IT programs effectively support FedEx’s business objectives and strategies;
assists FedEx’s Board of Directors in oversight of cybersecurity risks and FedEx management’s efforts to monitor and mitigate those risks; and
advises FedEx’s senior IT management team and the Board of Directors on IT-related matters.

NOMINATING & GOVERNANCE COMMITTEE

COMMITTEE MEMBERS

David P. Steiner (Chairman)
James L. Barksdale
Marvin R. Ellison
Susan Patricia Griffith
John C. (“Chris”) Inglis
Shirley Ann Jackson
R. Brad Martin

FY18 MEETINGS HELD:
5

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 directors for appointment to Board committees; and
assists the Board in developing and implementing effective corporate governance programs.

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 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.

In response to a stockholder demand letter, one special committee of the Board has been formed, comprised of Messrs. Edwardson and Steiner and Ms. Jabal. The special committee did not have any formal meetings during fiscal 2018.

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As discussed above, Mr. Barksdale is retiring as a director immediately before this year’s annual meeting. The Board of Directors has approved maintaining the committee memberships so that, immediately following the annual meeting, if all of the director nominees are elected, they will remain on the same committees. Mr. Inglis will replace Mr. Barksdale as Chairman of the Information Technology Oversight Committee. As a result, committee memberships will be as follows:

AUDIT COMMITTEE
John A. Edwardson (Chairman)
Kimberly A. Jabal
Shirley Ann Jackson
R. Brad Martin
Joshua Cooper Ramo

COMPENSATION COMMITTEE
Paul S. Walsh (Chairman)
Marvin R. Ellison
John C. (“Chris”) Inglis
Shirley Ann Jackson
Susan C. Schwab

INFORMATION TECHNOLOGY
OVERSIGHT COMMITTEE
John C. (“Chris”) Inglis (Chairman)
Marvin R. Ellison
Susan Patricia Griffith
Kimberly A. Jabal
Joshua Cooper Ramo
Susan C. Schwab

NOMINATING &
GOVERNANCE COMMITTEE
David P. Steiner (Chairman)
Marvin R. Ellison
Susan Patricia Griffith
John C. (“Chris”) Inglis
Shirley Ann Jackson
R. Brad Martin

Board Meetings and Meeting Attendance

During fiscal 2018, the Board of Directors held six regular meetings. The average attendance of all directors at Board and committee meetings was 99.5%. Each director attended at least 95% 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.

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 2017 annual meeting of stockholders.

Board Processes and Policies

Director Mandatory Retirement

FedEx’s Corporate Governance Guidelines provide that a Board member 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, no Board member may 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.

Pursuant to this policy, Mr. Barksdale is retiring as a director immediately before this year’s annual meeting and the Board did not nominate him for reelection.

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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CORPORATE GOVERNANCE MATTERS – BOARD PROCESSES AND POLICIES

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 Nominating & Governance 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 Nominating & Governance 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 any member (including the Lead Independent Director) or committee 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.

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 serving as of March 13, 2017 own FedEx shares valued at (i) three times his or her annual retainer fee within four years after joining the Board and (ii) five times his or her annual retainer fee by December 31, 2020, (b) each non-management director who joins the Board after March 13, 2017 own FedEx shares valued at five times his or her annual retainer fee within five years after joining the Board, and (c) 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
Chairman of the Board and Chief Executive Officer         6x annual base salary
President and Chief Operating Officer 5x annual base salary
Other FedEx Executive Officers, including the Chief Executive Officers of FedEx Express, FedEx Ground and FedEx Freight 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

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CORPORATE GOVERNANCE MATTERS – BOARD PROCESSES AND POLICIES

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 30, 2018, each director who was a Board member as of March 13, 2017 and each executive officer owned sufficient shares to comply with this goal.

Directors’ Compensation

Outside Directors’ Compensation

During fiscal 2018, non-management (outside) directors were paid an annual retainer of $130,000. Chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees were paid an additional annual fee of $15,000. The Audit Committee chairperson was paid an additional annual fee of $25,000. In addition, each outside director who was elected at FedEx’s 2017 annual meeting received a stock option for 3,015 shares of FedEx common stock.

Any outside director who was elected to the Board after the 2017 annual meeting received the applicable pro rata portion of the annual retainer and stock option grant in connection with his or her election.

In response to a stockholder demand letter, a special committee has been formed. Members of the special committee (Messrs. Edwardson and Steiner and Ms. Jabal) are paid $2,000 for each in-person meeting attended and $1,500 for each telephonic meeting attended.

Frederick W. Smith, the only director who is also a FedEx employee, receives no additional compensation for serving as a director.

The Compensation 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 103 companies, which are listed on Appendix A 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 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.

The plan benefit payable to the one individual who served on the Board during fiscal 2018 and has not yet received any plan benefits will be paid as a single lump-sum distribution. The lump-sum distribution is payable on or before the fifteenth business day of the month immediately following the later of the date of the director’s retirement and the date he attains age 60. In the event of the outside director’s death, his surviving spouse shall be entitled to receive the lump-sum payment. The following table sets forth, for the one director entitled to receive future benefits under the plan who served on the Board during fiscal 2018, the amount payable to him assuming a hypothetical retirement date of June 1, 2018.

Name Lump Sum
Payment Amount
($)
P.S. Walsh 69,298 (1)
(1)

Discounted from the age 60 normal retirement date provided for in the plan.


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CORPORATE GOVERNANCE MATTERS – DIRECTORS’ COMPENSATION

Fiscal 2018 Director Compensation

The following table sets forth information regarding the compensation of FedEx’s non-employee (outside) directors for the fiscal year ended May 31, 2018:

Name       Fees Earned
or Paid in
Cash
($)(1)
      Option
Awards
($)(2)(3)
      All Other
Compensation
($)
      Total
($)
J.L. Barksdale 145,000 163,557 0 308,557
J.A. Edwardson 155,000 163,557 0 318,557
M.R. Ellison 130,000 163,557 0 293,557
S.P. Griffith 70,200 86,703 0 156,903
J.C. Inglis 130,000 163,557 0 293,557
K.A. Jabal 130,000 163,557 0 293,557
S.A. Jackson 130,000 163,557 0 293,557
R.B. Martin 130,000 163,557 0 293,557
J.C. Ramo 130,000 163,557 0 293,557
S.C. Schwab 130,000 163,557 0 293,557
D.P. Steiner 145,000 163,557 0 308,557
P.S. Walsh 145,000 163,557 0 308,557
(1)

Includes retainer payments and committee chairperson fees (as applicable).

(2)

On September 25, 2017, each outside director elected at the 2017 annual meeting received a stock option for 3,015 shares of common stock. Ms. Griffith received a stock option for 1,343 shares upon her election to the Board on March 12, 2018. The grant date fair value of each such option was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and is set forth in this column. Assumptions used in the calculation of these amounts are included in note 10 to our audited consolidated financial statements for the fiscal year ended May 31, 2018, included in our Annual Report on Form 10-K for fiscal 2018. Stock options granted to the outside directors generally vest fully one year after the grant date.

(3)

The following table sets forth the aggregate number of outstanding stock options held by each current outside director listed in the above table as of May 31, 2018:


Name Options
Outstanding
J.L. Barksdale 42,970
J.A. Edwardson 42,970
M.R. Ellison 13,363
S.P. Griffith 1,343
J.C. Inglis 5,995
K.A. Jabal 3,015
S.A. Jackson 3,015
R.B. Martin 27,530
J.C. Ramo 23,170
S.C. Schwab 42,970
D.P. Steiner 21,560
P.S. Walsh 38,570

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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 annual 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.

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 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 32:

Annual and long-term incentive payments and stock options 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 2018, 91% of the Chairman and Chief Executive Officer’s target total direct compensation consisted of variable, at-risk components. With respect to the other named executive officers, 61% to 64% of their fiscal 2018 target total direct compensation consisted of variable, at-risk components.

Annual bonus payments for fiscal 2018 were tied to meeting aggressive business plan goals for adjusted consolidated operating income. Because the target objective for adjusted consolidated operating income for fiscal 2018 was not achieved, the named executive officers received below-target annual bonus payouts. As described further in the Compensation Discussion and Analysis, the adjusted consolidated operating income target objective under the fiscal 2018 annual incentive compensation (”AIC”) program, as adopted in June 2017, was the same as the corresponding fiscal 2018 business plan objective. In May 2018, the Board, upon the recommendation of the Compensation Committee, approved lowering the AIC plan target objective below the corresponding business plan objective for adjusted consolidated operating income, which minimized the effect of the NotPetya cyberattack for all plan participants.

Long-term incentive payouts are tied to meeting aggregate earnings-per-share goals over a three-fiscal-year period. Based upon above-target adjusted earnings-per-share performance over the last three fiscal years, there were maximum long-term incentive payouts for fiscal 2018.

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.

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 30, 2018, each of our executive officers exceeded the stock ownership goal.

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 32 through 69, 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 – PROPOSAL 2

Effect of the Proposal

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is not binding on FedEx, the Board of Directors or the Compensation Committee. The vote on this proposal will, therefore, not affect any compensation already paid or awarded to any named executive officer and will not overrule any decisions made by the Board of Directors or the Compensation Committee. Because we highly value the opinions of our stockholders, however, the Board of Directors and the Compensation Committee will consider the results of this advisory vote when making future executive compensation decisions.

Vote Required for Approval

The affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote is required to approve this proposal.

     

Your Board of Directors recommends that you vote “FOR” this proposal.


Report of the Compensation Committee of the Board of Directors

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation 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, 2018.

Compensation Committee Members

PAUL S. WALSH
Chairman

MARVIN R. ELLISON

JOHN C. (“CHRIS”) INGLIS

SHIRLEY ANN JACKSON

SUSAN C. SCHWAB

Compensation Discussion and Analysis

In this section we discuss and analyze the compensation of our principal executive and financial officers and our three other most highly compensated executive officers for the fiscal year ended May 31, 2018. For additional information regarding compensation of the named executive officers, see “— Summary Compensation Table” and other compensation-related tables and disclosure below.

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

During fiscal 2018, we continued to focus on finding ways to improve efficiency and rationalize capacity, improving on our already high levels of service, and continuing to invest in critical, long-term projects (including the integration of TNT Express) as part of our global strategy to position the company for stronger growth. Although our after-tax financial performance improved during fiscal 2018, adjusted consolidated operating income was below our aggressive target objective under our fiscal 2018 AIC program. Accordingly, and consistent with our pay-for-performance philosophy, the payouts under our AIC program were below target. Maximum payouts were earned in fiscal 2018 by all participants, including the named executive officers, under our long-term incentive compensation (“LTI”) program, which is tied to financial performance over a three-year period (fiscal 2016 through fiscal 2018 for the FY2016–FY2018 LTI plan).

The following table details key compensation highlights of the last five fiscal years.

COMPENSATION HIGHLIGHTS
       

FY2014

FY2015

FY2016

FY2017

FY2018

AIC plan paid below target
FY2012-FY2014 LTI plan paid above target
AIC plan paid below target
No FY2013-FY2015 LTI plan payout
AIC plan paid below target (slightly below target payout for FedEx Express CEO)
FY2014-FY2016 LTI plan paid at maximum
AIC plan paid below target
FY2015-FY2017 LTI plan paid at maximum
AIC plan paid below target
FY2016-FY2018 LTI plan paid at maximum

PHILOSOPHY

FedEx is consistently ranked among the world’s most admired and trusted employers and respected brands. 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 shareowners. We design our executive compensation program to provide a competitive and internally equitable compensation and benefits package that reflects individual and company performance, job complexity, and strategic value of the position while ensuring long-term retention and motivation.

Each of the named executive officers is a longstanding member of our management, and our Chairman of the Board and Chief Executive Officer, Frederick W. Smith, founded the company and pioneered the express transportation industry over 45 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 shareowners.

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. For instance, our Chief Financial Officer, General Counsel and Chief Information Officer have the same salary range and annual target bonus percentages and receive the same long-term bonus and the same number of options and restricted shares in the annual grant.

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

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, which include:

Achieving a 10%+ operating margin;    Increasing earnings per share (“EPS”) by 10% to 15% per year;    Growing profitable revenue;    Improving cash flow; and    Increasing returns, such as return on invested capital.

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.

2017 Say-on-Pay Advisory Vote Outcome

The Compensation Committee annually considers the results of the most recent advisory vote by shareowners to approve named executive officer compensation. In the 2017 advisory vote, 95.9% of the voted shares supported the compensation of FedEx’s named executive officers, and the Compensation Committee and the Board of Directors interpret this strong level of support as affirmation of the current design, purposes and direction of FedEx’s executive compensation programs. In its ongoing evaluation of FedEx’s executive compensation programs and practices, the Compensation Committee will continue to consider the results from future shareowner advisory votes to approve named executive officer compensation.


At our 2017 annual meeting of stockholders, our say on pay proposal received support from 95.9% of votes cast.

Compensation Objectives and Design-Related Features

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

How Pursued      
Objective       Generally       Specifically
Retain and attract highly qualified and effective executive officers. Pay competitively. Use comparison survey data as a point of reference in evaluating target levels for total direct compensation, which includes both fixed and variable, at-risk components tied to stock price appreciation and short- and long-term financial performance.
Motivate executive officers to contribute to our future success and to build long-term shareowner value and reward them accordingly. Link a significant part of compensation to FedEx’s financial and stock price performance, especially long-term performance. 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.
Further align executive officer and shareowner interests. Encourage and facilitate long-term shareowner returns and significant ownership of FedEx stock by executives. Make annual equity-based grants; tie long-term cash compensation to growth in our EPS, which strongly correlates with long-term stock price appreciation; 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.
 

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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.

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, rather than referring to a specific percentile.

For the fiscal 2018 executive compensation review, we considered survey data published by two major consulting firms engaged by the company: Willis Towers Watson and Aon Hewitt. Each consulting firm provided target compensation data for general industry companies (excluding financial services companies) in its respective database with annual revenues between $25 billion and $100 billion. These companies are listed on Appendix B hereto.

General industry 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 (111 companies for fiscal 2018) 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.

As part of the fiscal 2018 analysis, we modified the valuation methodology used for long-term incentive components to more closely align with the methodology used for Summary Compensation Table reporting. This change is reflected in the components of total direct compensation (“TDC”) discussed below.

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. Accordingly, these other elements are not referenced against survey data, and decisions as to these other elements do not influence decisions as to the elements of compensation that are included in TDC. These other elements of compensation, however, are reviewed and approved by the Compensation 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. 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 but achievable 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.

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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 shareowners 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, as shown by the chart below, and this variable compensation is “at risk” and directly dependent upon the achievement of corporate financial-performance goals and stock price appreciation:

Fiscal 2018 AIC payouts for all plan participants, including the named executive officers, were tied to meeting aggressive goals for adjusted consolidated operating income, as well as individual performance objectives as described further below. Adjusted consolidated operating income (which excluded several items that did not reflect core business performance, as described in detail below) fell below the target objective for annual financial performance for fiscal 2018. As a result, the named executive officers received below-target AIC payouts.
LTI payouts are tied to meeting pre-established aggregate EPS goals over a three-fiscal-year period. Adjusted EPS growth over the past three years resulted in maximum payouts under the LTI program.
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 2018 target TDC between base salary and incentive and equity-oriented compensation elements (the restricted stock value includes the related tax payment):

FISCAL 2018 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 shareowners. 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 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 shareowner value.

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The following chart illustrates for each named executive officer the allocation of fiscal 2018 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 2018 SHORT-TERM VS. LONG-TERM COMPENSATION

We include target AIC and LTI payouts in TDC, so 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. As noted above, the fiscal 2018 AIC plan paid below target while the FY2016-FY2018 LTI plan paid at maximum (150% of target).

ALIGN MANAGEMENT AND SHAREOWNER INTERESTS

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

In addition, as discussed above, payout under our LTI program is dependent upon achievement of a pre-established aggregate EPS goal for a three-fiscal-year period. EPS was selected as the financial measure for the LTI plan because growth in our EPS strongly correlates to long-term stock price appreciation.

The following graph illustrates the relationship between FedEx’s EPS growth and stock price appreciation (based on the fiscal year-end stock price and adjusted for stock splits) from 1978 to 2018:

*

Fiscal 2016, 2017 and 2018 adjusted EPS of $10.60, $12.02 and $15.47, respectively, are included in the adjusted EPS line. As discussed in detail below, the Board of Directors, upon recommendation of the Compensation Committee, approved certain adjustments to fiscal 2016, 2017 and 2018 EPS for LTI plan purposes in order to ensure that payouts, if any, under the applicable LTI plans more accurately reflect core financial performance. See Appendix C for a reconciliation of the non-GAAP measures to the most directly comparable GAAP measures.


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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 shareowners, 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 Chairman of the Board and Chief Executive Officer;
5x for the President and Chief Operating 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 30, 2018, each executive officer exceeded the stock ownership goal.

Policy Against Hedging and Pledging Transactions

In addition, we have adopted comprehensive and detailed policies (the FedEx Securities Manual) that regulate trading by our insiders, including the named executive officers and Board members. The Securities Manual includes information regarding quiet periods and explains when transactions in FedEx stock are permitted. The Securities Manual and our Corporate Governance Guidelines also set forth certain types of transactions that are prohibited. 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 Lead Independent Director and General Counsel, acting together, may grant an exception to the prohibition against holding FedEx securities in a margin account or pledging FedEx securities on a case-by-case basis to any member of the Board of Directors or the Chairman of the Board and Chief Executive Officer 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 Chairman of the Board and Chief Executive Officer, 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 30, 2018:

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 1.4% of FedEx’s outstanding shares as of July 30, 2018, 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 shareowners. Mr. Smith has pledged only 19.2% of his total share ownership. The number of shares pledged by Mr. Smith and Enterprise has decreased by 150,000 during the last year and by 1,573,000 over the last six years. Based on the fiscal year-end stock price ($249.12), the value of his pledged shares was approximately $929 million. Excluding the pledged shares, Mr. Smith still substantially exceeds our 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 were necessary, based on the 30-day average trading volume for FedEx shares as of July 30, 2018, it would take three 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.

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We have an active shareowner engagement program in which we meet regularly with our largest shareowners. During these discussions, none of our largest shareowners 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.

RESTRICTED STOCK PROGRAM

FedEx’s restricted stock program has been in place for over 25 years and has encouraged FedEx executives to own and retain company stock. Although none of our largest shareowners have raised any concerns to us regarding our restricted stock program, during fiscal 2018 the Compensation Committee again reviewed our restricted stock program and, for all of the following reasons, determined that it continues to be appropriate for FedEx.

By facilitating the ownership of FedEx shares by our executives, we strengthen the alignment of their interests with those of our investors. When granting restricted stock, FedEx first determines the total target value of the award and then approves the delivery of that value in two components: restricted shares and cash payment of taxes due. Therefore, the total target value of the award is the same as it would be if there were no tax payments. In particular, because the amount of the tax payment is included in the calculation of the target value of the restricted stock award, the officers receive fewer shares in each award than they would in the absence of the tax payment: fewer by an amount equal in value to the tax payment.

This methodology prevents the need for an officer to make a disposition of FedEx stock to cover the tax consequences of a restricted stock award and dilute his or her interest in FedEx. Conversely, absent the tax payment, the number of shares received in each award would be larger by an amount equal in value to the forgone tax payment, thereby having a dilutive effect on our shareowners’ equity interest in FedEx. While SEC disclosure rules require that these payments be included with tax reimbursement payments and reported as “other compensation” in the Summary Compensation Table, we do not believe these payments are “tax gross-ups” in the traditional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. The following chart illustrates this principle, using the target value for the fiscal year 2018 restricted stock awards granted to our Chief Financial Officer and Chief Information Officer (as in previous years, Mr. Smith did not receive a restricted stock award in fiscal 2018):

TARGET VALUE OF RESTRICTED STOCK AWARD

Not only is the value to the officer, as well as the cost to the company, generally the same as it would be otherwise, but this practice uses fewer shares of stock to arrive at the same benefit and has proved extremely successful in retaining executives and enabling them to retain their shares. During fiscal 2014, we broadened our restricted stock program to include certain lower-level officers and high-performing managers and individual contributors. We also make tax payments as part of restricted stock awards to these individuals. In sum, we strongly believe that our restricted stock program is effectively designed and is aligned with the best interests of our shareowners.

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Role of the Compensation Committee, its Compensation Consultant and the Chairman of the Board and Chief Executive Officer

Our Board of Directors is responsible for the compensation of our executive management. The purpose of the Board’s Compensation 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 Chairman of the Board and Chief Executive Officer;
Evaluating, together with the other independent directors, the performance of the Chairman of the Board and 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 Chairman of the Board and Chief Executive Officer;
Reviewing the performance evaluations of all other members of executive management (the Chairman of the Board and Chief Executive Officer and the President and Chief Operating Officer are responsible for the performance evaluations of the non-CEO executive officers who report to them);
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 costs and structure of our key employee benefit and fringe-benefit plans and programs.

The Compensation 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 Committee’s responsibility, the Committee has engaged Steven Hall & Partners (the “consultant”) to assist the Committee in evaluating FedEx’s executive compensation, including during fiscal 2018. In connection with this engagement, 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 Committee, the consultant does not perform any services for FedEx. Additionally, the consultant has robust policies and procedures in place to prevent conflicts of interest; the fees received by the consultant from FedEx in the consultant’s most recently completed fiscal year represented less than 5% of the consultant’s revenues; neither the consultant nor any adviser of the consultant had a business or personal relationship with any member of the Compensation Committee or any executive officer of FedEx during fiscal 2018; and no adviser of the consultant directly owns, or directly owned during fiscal 2018, any FedEx stock. Accordingly, the Compensation Committee has determined the consultant to be independent from the company and that no conflicts of interest exist related to the consultant’s services provided to the Committee. Compensation Committee pre-approval 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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The Chairman of the Board and Chief Executive Officer, who attends most meetings of the Compensation Committee by invitation of the Committee’s chairman, 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.

The other executive officers do not have a role in determining their own compensation, other than discussing their annual individual performance objectives and results achieved with the Chairman of the Board and Chief Executive Officer or the President and Chief Operating Officer, as applicable.

Compensation Elements and Fiscal 2018 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, TDC for comparable positions from the executive compensation survey data discussed above, the tenure of the officers, and the base salaries of the officers relative to one another, as well as the internal salary ranges for the officer’s level.

Effective in October 2017, Mr. Smith’s annual base salary was increased by 2%, and each other named executive officer’s annual base salary was increased by 3%. Additionally, effective in June 2018, the base salaries of Messrs. Graf, Bronczek and Cunningham were increased by 10%, 5% and 15%, respectively, in connection with our annual executive compensation review. Effective in October 2018, Mr. Smith’s annual base salary will be increased by 2.5% and the annual base salaries of Messrs. Graf, Bronczek, Carter and Cunningham will be increased by 3%. As a result, effective in October 2018, the base salaries of FedEx’s named executive officers will be as follows:

Name      Current Annual
Base Salary
($)
     New Annual
Base Salary
($)
F.W. Smith 1,351,044 1,384,820
A.B. Graf, Jr. 1,085,146 1,117,704
D.J. Bronczek 1,189,667 1,225,356
R.B. Carter 833,712 858,720
D.L. Cunningham, Jr. 837,494 862,620

CASH PAYMENTS UNDER 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.

For fiscal 2018, the AIC plan for all plan participants, including the named executive officers, had one company financial-performance measure — adjusted consolidated operating income (this measure excluded certain items that did not reflect the company’s core business performance, as described in detail below). This measure was chosen as

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the financial-performance metric in order to further motivate management to improve the company’s overall financial performance. Participants’ payouts under the fiscal 2018 AIC plan also were based on the achievement of individual performance objectives. The AIC payout amount for Mr. Smith was not based on individual performance objectives, but was subject to adjustment by the independent Board members based on his annual performance evaluation, as described below.

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. Accordingly, the executive officer receives above-target payouts only if the company exceeds the AIC target objective for annual financial performance.

AIC objectives for company annual financial performance are typically 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 enterprise risk management process. Consistent with our long-term focus and in order to discourage unnecessary and excessive risk-taking, we measure 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 address year-over-year improvement targets through our LTI plans, as discussed below.

When the fiscal 2018 AIC plan was approved by the Board of Directors in June 2017, the adjusted consolidated operating income target objective under the plan was the same as the fiscal 2018 business plan objective for adjusted consolidated operating income (excluding, in each case, fiscal 2018 TNT Express integration expenses (including any restructuring charges at TNT Express) and the mark-to-market retirement plans accounting adjustments (“MTM Adjustment”) (the fiscal 2018 MTM Adjustment includes certain other pension adjustments)). On May 31, 2018, the Board of Directors, upon the recommendation of the Compensation Committee, approved a modification to the target objective under the fiscal 2018 AIC plan so that the target objective was lower than the corresponding business plan objective for adjusted consolidated operating income. This action, among other things, minimized the financial impact of the NotPetya cyberattack for all participants in the plan.

The fiscal 2018 AIC plan also provided a minimum funding level of 50% of the target amount, independent of the company's financial performance. This means that at least 50% of the target AIC funding amount would have been available for payout even if the adjusted consolidated operating income target objective under the plan was not achieved. However, the actual payout for each plan participant, including the non-CEO named executive officers, depended on the achievement level of his or her individual performance objectives. The AIC payout amount for Mr. Smith was not based on individual performance objectives, but was subject to adjustment by the independent Board members based on his annual performance evaluation, as described below.

The fiscal 2018 AIC target payouts for the named executive officers, as a percentage of base salary, were as follows:

Name Target Payout
(as a percentage of base salary)
F.W. Smith 140 %
A.B. Graf, Jr.       100 %
D.J. Bronczek 120 %
R.B. Carter 100 %
D.L. Cunningham, Jr. 110 %

The maximum fiscal 2018 AIC payout opportunity for each named executive officer was 200% of his target bonus.

Chairman of the Board and Chief Executive Officer

Mr. Smith’s fiscal 2018 AIC payout was based on the achievement of corporate objectives for adjusted consolidated operating income, as described above. Mr. Smith’s minimum AIC payout opportunity was zero, as a result of the independent directors’ ability to adjust his bonus amount downward based on his annual performance evaluation, as described below.

Mr. Smith’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 Committee, approve these percentages. The actual AIC payout ranges on a sliding scale based upon the performance of the company against our company financial-performance goals.

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In addition, the independent Board members, upon the recommendation of the Compensation Committee, may adjust this amount upward or downward, or may determine that no AIC payout is justified, based on their annual evaluation of Mr. Smith’s performance. When performing this evaluation, the Compensation Committee and the independent Board members consider many factors, including the quality and effectiveness of Mr. Smith’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 and the MTM Adjustment) relative to competitors;
FedEx’s free cash flow (excluding business acquisitions), return on invested capital (excluding certain items and the MTM Adjustment), 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 Mr. Smith’s bonus amount.

Non-CEO Named Executive Officers

The fiscal 2018 AIC payout opportunity for each of Messrs. Graf, Bronczek, Carter and Cunningham was based on the achievement of corporate objectives for 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 Mr. Smith’s ability (with respect to Messrs. Graf, Bronczek and Carter) and Mr. Bronczek's ability (with respect to Mr. Cunningham) to adjust the officer’s bonus amount downward based on his achievement of individual performance objectives, as described below.

The target AIC payout for each 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.

Mr. Smith and Mr. Bronczek may 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 non-CEO named executive officers vary by management level and by operating segment and include (but are not limited to):

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; and
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, tolerance and inclusion in the workplace.

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 non-CEO named executive officer’s individual performance objectives is based on Mr. Smith’s or Mr. Bronczek’s evaluation (as applicable) at the conclusion of the fiscal year, which is reviewed by the Compensation Committee.

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Adjustments to Operating Income for Fiscal 2018 AIC Plan Purposes

FedEx’s fiscal 2018 consolidated operating income was impacted by several items that did not reflect core business performance. In order to ensure that payouts under the AIC plan accurately reflected the company’s core financial performance, the Board of Directors, upon the recommendation of the Compensation Committee, designed the fiscal 2018 AIC plan to exclude, or approved adjustments to exclude, the following items from fiscal 2018 consolidated operating income for purposes of the fiscal 2018 AIC plan:

The MTM Adjustment;

TNT Express integration expenses;

Expenses in connection with certain pending U.S. Customs Border and Protection matters involving FedEx Trade Networks;

The cost of accelerated 2018 annual pay increases for certain hourly team members to April 2018 from October 2018, following the passage of the Tax Cuts and Jobs Act of 2017 (the “TCJA”); and

Goodwill and other asset impairment charges at FedEx Supply Chain.

Fiscal 2018 AIC Performance and Payouts

As noted above, the adjusted consolidated operating income target objective under the fiscal 2018 AIC program, as adopted in June 2017, was the same as the corresponding fiscal 2018 business plan objective. In May 2018, the Board approved lowering the AIC plan target objective below the corresponding business plan objective for adjusted consolidated operating income, which minimized the effect of the NotPetya cyberattack for all plan participants. Notwithstanding this adjustment, the fiscal 2018 AIC plan target objective for adjusted consolidated operating income was higher than the target objective for adjusted consolidated operating income under the company's fiscal 2017 AIC plan of $5.421 billion.

The following table presents the threshold, target and maximum objectives (if applicable) for adjusted consolidated operating income under our fiscal 2018 AIC program, and our actual adjusted consolidated operating income for fiscal 2018 (in millions):

Company Performance Measure       Threshold       Target       Maximum       Actual
Adjusted Consolidated Operating Income(1) n/a(2) $5,811 $6,838 $5,780
(1) As discussed above, the Board of Directors, upon the recommendation of the Compensation Committee, approved the exclusion of certain items from the adjusted consolidated operating income objectives and actual adjusted consolidated operating income for purposes of the fiscal 2018 AIC plan. See Appendix C for a reconciliation of fiscal 2018 adjusted consolidated operating income to the most directly comparable GAAP measure.
(2) Under the fiscal 2018 AIC plan, there was no threshold objective for adjusted consolidated operating income because the plan provided a minimum funding level of 50% of the target amount independent of company financial performance. The actual payout for plan participants depended on the achievement of his or her individual performance objectives. The AIC payout amount for the Chairman and Chief Executive Officer was not based on individual performance objectives, but was subject to adjustment by the independent Board members based on his annual performance evaluation, as described above.

Based upon below-target adjusted consolidated operating income performance, and each non-CEO named executive officer’s achievement of individual performance objectives, payouts to the named executive officers under the fiscal 2018 AIC program were as follows (compared to the target payout opportunities):

Name       Target AIC Payout
($)
      Actual AIC Payout
($)
F.W. Smith $1,879,097 $1,656,161
A.B. Graf, Jr. $976,920 $935,889
D.J. Bronczek $1,346,419 $1,238,274
R.B. Carter $825,616 $672,299
D.L. Cunningham, Jr. $793,302 $744,783

The independent members of the Board of Directors, upon the recommendation of the Compensation Committee, exercised their discretion (as described above) to reduce the amount of Mr. Smith’s fiscal 2018 AIC payout from $1,800,175, the formulaic amount resulting solely from the achievement of company financial performance objectives under the fiscal 2018 AIC program, to $1,656,161. This decision was based upon below-business-plan achievement for fiscal 2018 adjusted consolidated operating income.

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Fiscal 2019 AIC Plan Design

In order to continue motivating management to improve the company’s overall financial performance, the performance measure for all participants in the fiscal 2019 AIC plan is adjusted consolidated operating income. In order to ensure that payouts under the fiscal 2019 AIC plan accurately reflect the company’s core financial performance, the Board of Directors, upon the recommendation of the Compensation Committee, has approved excluding the impact of fiscal 2019 TNT Express integration expenses (including any restructuring charges at TNT Express) from fiscal 2019 consolidated operating income for purposes of the plan. The adjusted consolidated operating income target objective under the fiscal 2019 AIC program is lower than the fiscal 2019 business plan objective for adjusted consolidated operating income (the target and business plan objectives for consolidated operating income exclude fiscal 2019 TNT Express integration expenses).

Adjusted consolidated operating income performance that exceeds the fiscal 2019 business plan objective will result in an above-target payout opportunity, up to the maximum payout amount. The maximum payout opportunity under the plan is 200% of the target amount. The plan also provides for a minimum funding level of 50% of the target amount, independent of the company's financial performance. This means that at least 50% of the target AIC funding amount will be available for payout if the adjusted consolidated operating income target objective under the plan is not achieved. 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 Chairman and CEO 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 2019 AIC payout opportunity for each of Messrs. Smith, Graf, Bronczek, Carter and Cunningham 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. Smith will be zero, as a result of the independent directors’ ability to adjust Mr. Smith’s bonus amount downward based on his annual performance evaluation, as described above. The minimum payout opportunity for each non-CEO named executive officer also will be zero, as a result of Mr. Smith’s and Mr. Bronczek'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. Smith or Mr. Bronczek, as applicable, will determine the achievement level of the officer’s individual objectives at the conclusion of fiscal 2019.

The fiscal 2019 AIC target payouts for the named executive officers, as a percentage of their respective base salary actually paid during fiscal 2019, are as follows:

Name       Target Payout
(as a percentage of base salary)
F.W. Smith 165 %
A.B. Graf, Jr. 120 %
D.J. Bronczek 140 %
R.B. Carter 120 %
D.L. Cunningham, Jr. 120 %

The maximum fiscal 2019 AIC payout opportunity for each named executive officer will be 200% of his target bonus.

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CASH PAYMENTS UNDER LTI PROGRAM

The primary objective of our LTI program is to motivate management to contribute to our future success and to build long-term shareowner value and reward them accordingly. The program provides a long-term cash payment opportunity to members of management, including the named executive officers, based upon achievement of aggregate EPS goals for the preceding three-fiscal-year period. The LTI plan design provides for payouts that correspond to specific EPS goals established by the Board of Directors. The EPS goals represent total growth in EPS (over a base year) for the three-year term of the LTI plan. The following chart illustrates the relationship between EPS growth and payout:

LTI PAYOUT OPPORTUNITY
(as a percentage of target)


As illustrated by the above chart, the LTI program provides for:

No LTI payment unless the three-year average annual EPS growth rate is at least 5%;

Target payouts if the three-year average annual EPS growth rate is 12.5%;

Above-target payouts if the growth rate is above 12.5%, up to a maximum amount (equal to 150% of the target payouts) if the growth rate is 15% or higher; and

Below-target payouts if the growth rate is below 12.5%, down to a threshold amount (equal to 25% of the target payouts) if the growth rate is 5%.

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

The Board of Directors, upon the recommendation of the Compensation Committee, approved the exclusion of certain items from fiscal 2016, fiscal 2017 and fiscal 2018 EPS for purposes of FedEx’s FY2016–FY2018, FY2017–FY2019 and FY2018–FY2020 LTI plans, and for establishing the base-year EPS for the FY2017–FY2019, FY2018–FY2020 and FY2019-FY2021 LTI plans, as applicable. In particular, because the MTM Adjustment is not reflective of core business performance, the Board previously determined that the MTM Adjustment will be excluded from EPS calculations under all LTI plans, beginning with the FY2016–FY2018 LTI plan.

In addition to the MTM Adjustment, fiscal 2016 EPS was adjusted for purposes of the applicable plans to exclude: (i) expenses incurred in connection with the settlement of and certain expected losses relating to independent contractor litigation matters involving FedEx Ground, net of recognized immaterial insurance recovery; (ii) expenses related to the settlement of a U.S. Customs and Border Protection matter involving FedEx Trade Networks, net of recognized immaterial insurance recovery; (iii) expenses associated with the acquisition, financing and integration of TNT Express, net of any tax impact, and TNT Express’s fiscal 2016 financial results; and (iv) the favorable income tax benefit from an internal corporate legal entity restructuring to facilitate the integration of FedEx Express and TNT Express.

Similarly, in addition to the MTM Adjustment, fiscal 2017 EPS was adjusted for purposes of the applicable plans to exclude: (i) fiscal 2017 TNT Express integration expenses (including any restructuring charges at TNT Express); (ii) expenses related to the settlement of and certain expected losses relating to independent contractor litigation matters involving FedEx Ground; and (iii) charges accrued in connection with pending U.S. Customs and Border Protection matters involving FedEx Trade Networks.

Fiscal 2018 EPS was also adjusted for purposes of the applicable plans to exclude, in addition to the MTM Adjustment: (i) fiscal 2018 TNT Express integration expenses (including any restructuring charges at TNT Express); (ii) expenses in connection with certain pending U.S. Customs Border and Protection matters involving FedEx Trade Networks; (iii) the cost of accelerated 2018 annual pay increases for certain hourly team members to April 2018 from October 2018, following the passage of the TCJA; (iv) goodwill and other asset impairment charges at FedEx Supply Chain; and (v) the provisional benefit from the remeasurement of the company’s net U.S. deferred tax liability following the passage of the TCJA.

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As a result, adjusted fiscal 2016 EPS of $10.60, rather than reported fiscal 2016 EPS of $6.51, is being used for purposes of the FY2016–FY2018 LTI plan (as described in more detail below, adjusted fiscal 2016 EPS of $10.80 is further adjusted to $10.60 for this plan to account for the effect of stock repurchases). Adjusted fiscal 2016 EPS of $10.80 is the base-year EPS for the FY2017–FY2019 LTI plan. Additionally, adjusted fiscal 2017 EPS of $12.02, rather than reported fiscal 2017 EPS of $11.07, is being used for purposes of the FY2016–FY2018 and FY2017–FY2019 LTI plans (as described in more detail below, adjusted fiscal 2017 EPS of $12.09 is further adjusted to $12.02 for these plans to account for the effect of stock repurchases). Adjusted fiscal 2017 EPS of $12.09 is the base-year EPS for the FY2018–FY2020 LTI plan. Finally, adjusted fiscal 2018 EPS of $15.47, rather than reported fiscal 2018 EPS of $16.79, is being used for purposes of the FY2016–FY2018, FY2017–FY2019 and FY2018-FY2020 LTI plans and is the base year EPS for the FY2019-FY2021 LTI plan. The Board of Directors, upon the recommendation of the Compensation Committee, determined that, by excluding these items, payouts, if any, under these plans will more accurately reflect FedEx’s core financial performance in fiscal 2016, fiscal 2017 and fiscal 2018, as applicable. See Appendix C for a reconciliation of the non-GAAP measures to the most directly comparable GAAP measures.

For the same reason, the Board of Directors, upon the recommendation of the Compensation Committee, has also approved the exclusion of TNT Express integration expenses (including any restructuring charges at TNT Express) from fiscal 2019 and 2020 EPS for purposes of the FY2017-FY2019, FY2018-FY2020 and FY2019-FY2021 LTI plans, as applicable.

Stock Repurchase Program-Related Adjustments to EPS for LTI Plan Purposes

During fiscal 2016 and fiscal 2017, the company repurchased 18.2 million shares and 3.0 million shares, respectively, as part of 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 Committee, approved the exclusion of the impact of the stock repurchases (net of interest expense on debt issued to fund a portion of the stock repurchase programs) on fiscal 2016 EPS for purposes of the FY2016–FY2018 LTI plan and fiscal 2017 EPS for purposes of the FY2016–FY2018 and FY2017-FY2019 LTI plans.

As a result, adjusted fiscal 2016 EPS of $10.60, rather than adjusted fiscal 2016 EPS of $10.80 (as further discussed above), is being used for purposes of the FY2016–FY2018 LTI plans. Additionally, adjusted fiscal 2017 EPS of $12.02, rather than adjusted fiscal 2017 EPS of $12.09 (as further discussed above), is being used for purposes of the FY2016–FY2018 and FY2017-FY2019 LTI plans. See Appendix C for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

During fiscal 2018, the company’s stock repurchases approximately offset dilution arising from the grant of equity awards throughout the year. As a result, no adjustments were made to fiscal 2018 earnings for LTI plan purposes due to stock repurchases.

Fiscal 2018 LTI Performance and Payouts

Typically, the base-year number over which the three-year average annual EPS growth rate goals are measured for an LTI plan is the final full-year EPS of the preceding fiscal year. For the FY2016–FY2018 LTI plan, however, the base-year year number is $8.87, not fiscal 2015 EPS of $3.65. For purposes of establishing the base-year EPS for the FY2016-FY2018 LTI Plan, fiscal 2015 EPS was adjusted to exclude: (i) the net impact of the company’s adoption of mark-to-market accounting for its defined benefit pension and other postretirement plans, including the impact of lowering the expected return on plan assets assumption from 7.75% to 6.5% in the presentation of segment results for all prior periods; (ii) aircraft impairment and related charges; and (iii) a charge to increase the legal reserve associated with the settlement of a legal matter at FedEx Ground to the amount of the settlement. The Board of Directors, upon the recommendation of the Compensation Committee, determined that, by excluding these items, any payouts under the FY2016-FY2018 LTI plan would more accurately reflect FedEx’s core financial performance.

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The following table presents the aggregate EPS threshold (minimum), target and maximum under our FY2016–FY2018 LTI plan, which was established by the Board of Directors in 2015, and our actual adjusted aggregate EPS under the plan for the three-year period ended May 31, 2018:

Performance Measure                               Threshold                 Target                Maximum                        
FY2016–FY2018 Aggregate Adjusted EPS
* The actual aggregate adjusted EPS consists of $10.60 for fiscal 2016 (which excludes the $0.20 net impact of stock repurchases as discussed above), $12.02 for fiscal 2017 (which excludes the $0.07 net impact of stock repurchases as discussed above) and $15.47 for fiscal 2018. See Appendix C for a reconciliation of the non-GAAP measures to the most directly comparable GAAP measures.

Based upon this above-target performance, we made the following LTI payouts to the named executive officers under the FY2016–FY2018 LTI plan — as illustrated by the following table (compared to the threshold, target and maximum payout opportunities):

Name       Threshold LTI Payout
($)
      Target LTI Payout
($)
      Maximum LTI Payout
($)
      Actual LTI Payout
($)
F.W. Smith 1,000,000 4,000,000 6,000,000 6,000,000
A.B. Graf, Jr. 300,000 1,200,000 1,800,000 1,800,000
D.J. Bronczek(1) 422,917 1,691,667 2,537,500 2,537,500
R.B. Carter 300,000 1,200,000 1,800,000 1,800,000
D.L. Cunningham, Jr.(2) 245,833 983,333 1,475,000 1,475,000
(1) Mr. Bronczek’s payout opportunities under the FY2016–FY2018 LTI plan were prorated based on the applicable fiscal year during which he served as President and CEO of FedEx Express (fiscal 2016 and 2017) and President and Chief Operating Officer of FedEx (fiscal 2018).
(2) Mr. Cunningham’s payout opportunities under the FY2016–FY2018 LTI plan were prorated based on the applicable fiscal year during which he served as Executive Vice President and Chief Operating Officer of FedEx Express (fiscal 2016 and 2017) and President and CEO of FedEx Express (fiscal 2018).

LTI Payout Opportunities

The Board of Directors has established LTI plans for the three-fiscal-year periods 2017 through 2019, 2018 through 2020 and 2019 through 2021, providing cash payment opportunities upon the conclusion of fiscal 2019, 2020 and 2021, respectively, if certain EPS goals are achieved with respect to those periods.

Typically, the base-year number over which the three-year average annual EPS growth rate goals are measured for an LTI plan is the final full-year EPS of the preceding fiscal year. However, the base-year EPS amounts over which the three-year average annual EPS growth rate goals will be measured for the FY2017-FY2019, FY2018-FY2020 and FY2019-FY2021 LTI plans are $10.80, $12.09 and $15.47, respectively (as discussed above).

As described above, adjusted fiscal 2017 EPS of $12.02 (which excludes the $0.07 net impact of stock repurchases) is being used for purposes of the FY2017-FY2019 LTI plan. Additionally, adjusted fiscal 2018 EPS of $15.47 is being used for purposes of the FY2017-FY2019 and FY2018-FY2020 LTI plans. The following table presents the aggregate EPS thresholds, targets and maximums under the FY2017-FY2019 and FY2018-FY2020 LTI plans and our progress toward these goals as of May 31, 2018:

Performance Period                                         Aggregate EPS
Threshold
          Aggregate EPS
Target
           Aggregate EPS
Maximum
                      
FY2017–FY2019
Actual Aggregate Adjusted EPS
as of May 31, 2018*

FY2018–FY2020
Actual Aggregate Adjusted EPS
as of May 31, 2018*

* See Appendix C for a reconciliation of the non-GAAP measures to the most directly comparable GAAP measures.

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The following table sets forth the potential threshold, target and maximum payouts for the named executive officers under the FY2017–FY2019, FY2018-FY2020 and FY2019-FY2021 LTI plans.

Potential Future Payouts
Name Performance
Period
      Threshold
($)
      Target
($)
      Maximum
($)
F.W. Smith FY2017–FY2019 1,150,000 4,600,000 6,900,000
FY2018–FY2020 1,150,000 4,600,000 6,900,000
FY2019–FY2021 1,150,000 4,600,000 6,900,000
A.B. Graf, Jr. FY2017–FY2019 343,750 1,375,000 2,062,500
FY2018–FY2020 343,750 1,375,000 2,062,500
FY2019–FY2021 343,750 1,375,000 2,062,500
D.J. Bronczek(1) FY2017–FY2019 491,667 1,966,667 2,950,000
FY2018–FY2020 518,750 2,075,000 3,112,500
FY2019–FY2021 518,750 2,075,000 3,112,500
R.B. Carter FY2017–FY2019 343,750 1,375,000 2,062,500
FY2018–FY2020 343,750 1,375,000 2,062,500
FY2019–FY2021 343,750 1,375,000 2,062,500
D.L. Cunningham, Jr.(2) FY2017–FY2019 360,417 1,441,667 2,162,500
FY2018–FY2020 437,500 1,750,000 2,625,000
FY2019–FY2021 437,500 1,750,000 2,625,000
(1)

Mr. Bronczek’s payout opportunities under the FY2017–FY2019 LTI plan are prorated based on the applicable fiscal years during which he served as President and CEO of FedEx Express (fiscal 2017) and President and Chief Operating Officer of FedEx (fiscal 2018 and 2019).

(2)

Mr. Cunningham’s payout opportunities under the FY2017–FY2019 LTI plan are prorated based on the applicable fiscal years during which he served as Executive Vice President and Chief Operating Officer of FedEx Express (fiscal 2017) and President and CEO of FedEx Express (fiscal 2018 and 2019).

RETENTION AWARDS FOR CHIEF FINANCIAL OFFICER

On July 17, 2017, the Board of Directors, upon the recommendation of the Compensation Committee, approved a performance-based cash award for Mr. Graf. The award has a target value of $574,661 that is tied to the achievement of a fiscal 2020 EPS goal (excluding the MTM Adjustment and TNT Express integration expenses (including any restructuring charges at TNT Express) and subject to any adjustments that may be approved by the Board, upon the recommendation of the Compensation Committee). The cash award will be paid in its entirety if the fiscal 2020 EPS goal is met or exceeded. If fiscal 2020 EPS is less than 80% of the goal, no cash award will be paid. If fiscal 2020 EPS is between 80% and 100% of the goal, the Chairman of the Board will determine the actual award paid (but in no event will it exceed $574,661). To remain eligible for the award, Mr. Graf must remain FedEx’s Chief Financial Officer through the end of fiscal 2020. In the event of death or permanent disability prior to the end of fiscal 2020, payment will be made in accordance with the timing and payout criteria described above. On July 17, 2017, Mr. Graf was also granted a restricted stock award of 1,785 shares with a four-year ratable vesting period.

LONG-TERM EQUITY INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK

Our primary objective in providing long-term equity incentives to executive officers is to further align their interests with those of our shareowners by facilitating significant ownership of FedEx stock by the officers. This creates a direct link between their compensation and long-term shareowner return.

Amount

Stock options and restricted stock are generally granted to executive officers on an annual basis. As discussed above, an officer’s position and level of responsibility are the primary factors that determine the number of options and shares of restricted stock awarded to the officer in the annual grant. For instance, FedEx’s Chief Financial Officer, General Counsel and Chief Information Officer receive the same number of options and restricted shares in the annual grant.

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The number of stock options and restricted shares awarded at each management level can vary from year to year. In determining how many options and shares of restricted stock should be awarded at each level, the Compensation Committee may consider:

Target TDC levels and referenced survey data — as discussed above, we include the total target value of all equity-based awards (including tax payments for restricted stock awards) in our calculation of target TDC, and in evaluating the fiscal 2018 target TDC levels for our named executive officers, we referred to multiple market reference points for comparable positions in the referenced surveys;

The total number of shares then available to be granted; and

Potential shareowner dilution. As of July 30, 2018, the total number of shares underlying options and shares of restricted stock outstanding or available for future grant under our equity compensation plans represented 9.7% of the sum of shares outstanding plus the shares underlying options outstanding or available for future grant plus shares of restricted stock available for future grant.

Other factors that the Compensation Committee may consider, especially with respect to special grants outside of the annual-grant framework, include the promotion of an officer or the desire to retain a valued executive or recognize a particular officer’s contributions, like the restricted stock award described above granted to Mr. Graf on July 17, 2017. None of these factors is given any particular weight and the specific factors used may vary among individual executives.

Timing

In selecting dates for awarding equity-based compensation, we do not consider, nor have we ever considered, the price of FedEx’s common stock or the timing of the release of material, non-public information about the company. Stock option and restricted stock awards are generally made to executive officers on an annual basis according to a pre-established schedule.

When the Compensation Committee approves a special grant outside of the annual-grant framework, such grants are made at a regularly scheduled meeting and the grant date of the awards is the approval date or the next business day, if the meeting does not fall on a business day. If the grant is made in connection with the promotion of an individual or the election of an officer, the grant date may be the effective date of the individual’s promotion or the officer’s election, if such effective date is after the approval date.

Pricing

The exercise price of stock options granted under our equity incentive plans is equal to the fair market value of FedEx’s common stock on the date of grant. Under the terms of our equity incentive plans, the fair market value on the grant date is defined as the average of the high and low trading prices of FedEx’s common stock on the New York Stock Exchange (”NYSE”) on that day. We believe this methodology is the most equitable method for determining the exercise price of our stock option awards given the intra-day price volatility often shown by our stock.

Vesting

Stock options and restricted stock granted to executive officers generally vest ratably over four years beginning on the first anniversary of the grant date. This four-year vesting period is intended to further encourage the retention of the executive officers, since unvested stock options are forfeited upon termination of the officer’s employment for any reason other than death or permanent disability and unvested restricted stock is forfeited upon termination of the officer’s employment for any reason other than death, permanent disability or retirement.

Tax Payments for Restricted Stock Awards

As discussed previously, FedEx pays the taxes resulting from a restricted stock award on behalf of the recipient. This prevents the need for the officer to sell a portion of a stock award to pay the corresponding tax obligation and thus encourages and facilitates FedEx stock ownership by our officers, thereby further aligning their interests with those of our shareowners. The total target value of the award is the same as it would be if there were no tax payments.

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Voting and Dividend Rights on Restricted Stock

Holders of restricted shares are entitled to vote and receive any dividends on such shares. The dividend rights are included in the computation of the value of the restricted stock award for purposes of determining the recipient’s target TDC.

Fiscal 2018 Awards

On June 12, 2017, the named executive officers were granted stock option and restricted stock awards as follows (Mr. Graf also received a restricted stock grant on July 17, 2017, as described above, which is included in the table below):

Name Number of Stock
Options
      Number of Shares of
Restricted Stock
F.W. Smith 139,080 0
A.B. Graf, Jr. 17,260 4,860
D.J. Bronczek 29,495 4,685
R.B. Carter 17,260 3,075
D.L. Cunningham, Jr. 22,435 3,970

As in previous years, at the request of Mr. Smith and in light of his significant stock ownership, the Compensation Committee did not award him any restricted stock. Instead, his equity awards were in the form of stock options, which will yield value to him only if the stock price increases from the date of grant.

The target value of stock options and restricted stock awarded in fiscal 2018 to each named executive officer remained substantially the same compared to the fiscal 2017 target value. The amount reported for restricted stock awards in the Summary Compensation Table reflects the average of the high and low prices of FedEx common stock on the NYSE on the grant date, which may vary from the stock price assumption used when determining the target grant levels.

PERQUISITES, TAX PAYMENTS AND OTHER ANNUAL COMPENSATION

FedEx’s named executive officers receive certain other annual compensation, including:

certain perquisites, such as personal use of corporate aircraft (though officers are required to reimburse FedEx for substantially all of the incremental cost to FedEx of such usage), security services and equipment, tax return preparation and financial counseling services, umbrella insurance, physical examinations, travel privileges on certain airline partners, salary continuation benefits for short-term disability and supplemental long-term disability benefits;

group term life insurance and 401(k) company-matching contributions; and

tax payments relating to restricted stock awards (as discussed above) and certain business-related use of corporate and commercial aircraft.

We provide this other compensation to enhance the competitiveness of our executive compensation program and to increase the productivity (corporate aircraft travel, professional assistance with tax return preparation and financial planning), safety (security services and equipment) and health (annual physical examinations) of our executives so they can focus on producing superior financial returns for our shareowners. Our tax payments relating to restricted stock awards are a component of the total target value of the restricted stock grant. As a result, the total target value of the award is the same as it would be if there were no tax payments and there is no dilutive effect on our shareowners’ equity interest in FedEx. The Compensation Committee reviews and approves each of these elements of compensation, and all of the independent directors approve each element as it relates to Mr. Smith. The Committee also reviews and approves FedEx’s policies and procedures regarding perquisites and other personal benefits and tax payments, including:

FedEx’s written policy setting forth guidelines and procedures regarding personal use of FedEx corporate aircraft; and

FedEx’s executive security procedures.


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FedEx’s executive security procedures, which prescribe the level of personal security to be provided to the Chairman of the Board and Chief Executive Officer and other executive officers, are based on bona fide business-related security concerns and are an integral part of FedEx’s overall risk management and security program. These procedures have been assessed by an independent security consulting firm, and deemed necessary and appropriate for the protection of the officers and their families given the history of direct security threats against FedEx executives and the likelihood of additional threats against the officers. The security services and equipment provided to FedEx executive officers may be viewed as conveying personal benefits to the executives and, as a result, their values must be reported in the Summary Compensation Table.

With respect to Mr. Smith, consistent with FedEx’s executive security procedures, the Board of Directors requires him to use FedEx corporate aircraft for all travel, including personal travel. In addition, FedEx provides certain physical and personal security services for Mr. Smith, including on-site residential security at his primary residence. The Board of Directors believes that Mr. Smith’s personal safety and security are of the utmost importance to FedEx and its shareowners and, therefore, the costs associated with such security are appropriate and necessary business expenses.

POST-EMPLOYMENT COMPENSATION

While none of FedEx’s named executive officers has an employment agreement, they are entitled to receive certain payments and benefits upon termination of employment or a change of control of FedEx, including:

Retirement benefits under FedEx’s 401(k) and pension plans, including a tax-qualified, defined contribution 401(k) retirement savings plan called the FedEx Corporation Retirement Savings Plan, a tax-qualified, defined benefit pension plan called the FedEx Corporation Employees’ Pension Plan, and a supplemental non-tax-qualified plan called the FedEx Corporation Retirement Parity Pension Plan — which is designed to provide to the executives the benefits that otherwise would be paid under the tax-qualified pension plan but for certain limits under United States tax laws;

Accelerated vesting of restricted stock upon the executive’s retirement (at or after age 60), death or permanent disability or a change of control of FedEx;

Accelerated vesting of stock options upon the executive’s death or permanent disability or a change of control of FedEx; and

Lump sum cash payments and post-employment insurance coverage under their Management Retention Agreements with FedEx (the “MRAs”) upon a qualifying termination of the executive after a change of control of FedEx. The MRAs, as well as the accelerated vesting of equity awards upon a change of control of FedEx, are intended to secure the executives’ continued services in the event of any threat or occurrence of a change of control, which further aligns their interests with those of our shareowners when evaluating any such potential transaction.

The Compensation Committee approves and recommends Board approval of all plans, agreements and arrangements that provide for these payments and benefits.

Risks Arising from Compensation Policies and Practices

Management has conducted an in-depth risk assessment of FedEx’s compensation policies and practices and concluded they do not create risks that are reasonably likely to have a material adverse effect on the company. The Compensation Committee has reviewed and concurred with management’s conclusion. The risk assessment process included, among other things, a review of (i) all key incentive compensation plans to ensure that they are aligned with our pay-for-performance philosophy and include performance metrics that meet and support corporate goals, and (ii) the overall compensation mix to ensure an appropriate balance between fixed and variable pay components and between short-term and long-term incentives. The objective of the process was to identify any compensation plans and practices that may encourage employees to take unnecessary risks that could threaten the company. No such plans or practices were identified.

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Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits the income tax deduction by FedEx for compensation paid to the Chief Executive Officer and the three other highest-paid executive officers (other than the Chief Financial Officer) to $1,000,000 per year. Section 162(m) exempts qualifying performance-based compensation with respect to taxable years beginning on or before December 31, 2017 and payable pursuant to a binding written agreement in effect on November 2, 2017. As a result, performance-based awards that are deductible in fiscal 2018 and performance-based awards outstanding on November 2, 2017 or awarded thereafter pursuant to a binding written agreement can be exempt from the deduction limit if applicable requirements are met.

Neither Mr. Smith’s nor Mr. Bronczek’s base salary is designed to meet the requirements of Section 162(m) and, therefore, is subject to the $1,000,000 deductibility limit.

FedEx’s equity compensation plans satisfy the requirements of Section 162(m) with respect to stock options, but not with respect to restricted stock awards. Accordingly, compensation recognized by the four highest-paid executive officers (excluding Mr. Graf) in connection with stock options is fully deductible in fiscal 2018, but compensation with respect to restricted stock awards is subject to the $1,000,000 deductibility limit.

FedEx’s AIC and LTI plans do not meet all of the conditions for qualification under Section 162(m). Compensation received by the four highest-paid executive officers (excluding Mr. Graf) under each of these plans is subject, therefore, to the $1,000,000 deductibility limit.

We do not require all of our compensation programs to be fully deductible under Section 162(m) because doing so would restrict our discretion and flexibility in designing competitive compensation programs to promote varying corporate goals. We believe that our Board of Directors should be free to make compensation decisions to further and promote the best interests of our shareowners, rather than to qualify for corporate tax deductions. Particularly in light of the repeal of the performance-based compensation exception to Section 162(m), we expect our Compensation Committee and Board of Directors to continue approving compensation that is not deductible for income tax purposes. In fiscal 2018, we incurred approximately $6.25 million of additional tax expense as a result of the Section 162(m) deductibility limit for compensation paid to Mr. Smith and the three other highest-paid executive officers (other than Mr. Graf).

As a result of the TCJA, beginning in fiscal 2019, the 162(m) limitation will apply to the Chief Executive Officer and Chief Financial Officer along with the three other highest paid employees for all qualified performance-based compensation. Their covered employee status also becomes permanent, which means that all future amounts paid or incurred with respect to that individual or beneficiaries would be subject to the $1,000,000 per year limit. Also beginning in fiscal 2019, qualified performance-based compensation will no longer be excluded from the limitation.

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Summary Compensation Table

In this section, we provide certain tabular and narrative information regarding the compensation of our principal executive and financial officers and our three other most highly compensated executive officers for the fiscal year ended May 31, 2018, and for each of the previous two fiscal years (except as noted).

Name and Principal Position     Year     Salary
($)
    Bonus
($)(1)
    Stock
Awards
($)(2)
    Option
Awards
($)(2)
    Non-Equity
Incentive Plan
Compensation
($)(3)
    Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
    All Other
Compensation
($)(5)
    Total
($)
FREDERICK W. SMITH
Chairman and
Chief Executive Officer
(Principal Executive Officer)
2018 1,342,212 0 0 7,134,484 7,656,161 532,541 16,665,398
2017 1,311,688 0 0 6,564,913 7,215,948 513,048 15,605,597
2016 1,279,632 0 0 7,572,908 7,360,950 543,543 16,757,033
ALAN B. GRAF, JR.
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
2018 976,920 0 1,019,453 885,398 2,735,889 894,874 6,512,534
2017 948,468 0 591,851 814,678 2,531,468 630,587 5,517,052
2016 920,840 0 623,829 914,898 2,409,351 600,087 5,469,005
DAVID J. BRONCZEK
President and
Chief Operating Officer
2018 1,122,016 75,000 971,224 1,513,026 3,775,774 789,951 8,246,991
2017 1,023,280 75,000 763,626 1,058,850 3,176,694 702,997 6,800,447
2016 960,936 0 803,745 1,213,197 3,201,327 722,645 6,901,850
ROBERT B. CARTER
Executive Vice President,
FedEx Information Services
and Chief Information Officer
2018 825,616 0 637,463 885,398 2,472,299 816,295 638,434 6,275,505
2017 801,564 0 591,851 814,678 2,312,023 785,840 592,757 5,898,713
2016 778,216 0 623,829 914,898 2,277,809 562,045 588,897 5,745,694
DAVID L. CUNNINGHAM, JR.(6)
President and
Chief Executive Officer,
FedEx Express
2018 721,184 62,500 823,001 1,150,864 2,219,783 303,560 695,683 5,976,575
   
 
(1)

The amounts reported in this column reflect promotional bonuses received by Mr. Bronczek and Mr. Cunningham that were paid in fiscal 2017 and fiscal 2018.

(2)

The amounts reported in these columns reflect the aggregate grant date fair value of restricted stock and option awards granted to the named executive officer during each year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. These amounts reflect our calculation of the value of these awards on the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the officer.

The fair value of restricted stock awards is equal to the fair market value of FedEx’s common stock (the average of the high and low prices of the stock on the NYSE) on the date of grant multiplied by the number of shares awarded.

For accounting purposes, we use the Black-Scholes option pricing model to calculate the grant date fair value of stock options. Assumptions used in the calculation of the amounts in the “Option Awards” column are included in note 10 to our audited consolidated financial statements for the fiscal year ended May 31, 2018, included in our Annual Report on Form 10-K for fiscal 2018. See the “Grants of Plan-Based Awards During Fiscal 2018” table for information regarding restricted stock and option awards to the named executive officers during fiscal 2018.


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(3)

Reflects cash payouts, if any, under FedEx’s fiscal 2018, 2017 and 2016 AIC plans and FY16–FY18, FY15–FY17 and FY14–FY16 LTI plans, as follows (for further discussion of the fiscal 2018 AIC plan and the FY16–FY18 LTI plan, see “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2018 Amounts — Cash Payments Under AIC Program” and “— Cash Payments Under LTI Program” above):


Name Year       AIC Payout
($)
      LTI Payout
($)
      Total Non-Equity
Incentive Plan
Compensation
($)
F.W. Smith 2018 1,656,161 6,000,000 7,656,161
2017 1,215,948 6,000,000 7,215,948
2016 1,360,950 6,000,000 7,360,950
A.B. Graf, Jr. 2018 935,889 1,800,000 2,735,889
2017 731,468 1,800,000 2,531,468
2016 609,351 1,800,000 2,409,351
D.J. Bronczek 2018 1,238,274 2,537,500 3,775,774
2017 926,694 2,250,000 3,176,694
2016 951,327 2,250,000 3,201,327
R.B. Carter 2018 672,299 1,800,000 2,472,299
2017 512,023 1,800,000 2,312,023
2016 477,809 1,800,000 2,277,809
D.L. Cunningham, Jr. 2018 744,783 1,475,000 2,219,783
(4)

Reflects the actuarial increase in the present value of the named executive officer’s benefits under the Pension Plan and the Parity Plan (as each such term is defined under “— Fiscal 2018 Pension Benefits — Overview of Pension Plans”). The present value of the benefits under the Pension Plan and Parity Plan for Messrs. Smith, Graf and Bronczek decreased as follows: (a) between fiscal 2018 and 2017 — $495,708, $110,555 and $156,754, respectively; (b) between fiscal 2016 and 2017 — $479,543, $116,057 and $165,154, respectively; and (c) between fiscal 2015 and 2016 — $784,178, $97,207 and $167,856, respectively. The amounts in the table and this footnote were determined using assumptions (e.g., for interest rates and mortality rates) consistent with those used in the audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended May 31, 2018. See “— Fiscal 2018 Pension Benefits” below.

(5)

Includes:

the aggregate incremental cost to FedEx of providing perquisites and other personal benefits;

group term life insurance premiums paid by FedEx;

company-matching contributions under FedEx’s tax-qualified, defined contribution 401(k) retirement savings plan called the FedEx Corporation Retirement Savings Plan (the “401(k) Plan”); and

tax payments relating to restricted stock awards and certain business-related use of corporate and commercial aircraft. FedEx pays the taxes resulting from a restricted stock award on behalf of the recipient to prevent the need for the officer to sell a portion of a stock award to pay the corresponding tax obligation. While SEC disclosure rules require that these payments be included with tax reimbursement payments and reported as “other compensation” in the Summary Compensation Table, we do not believe these payments are “tax gross-ups” in the traditional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. See “— Compensation Discussion and Analysis — Compensation Objectives and Design-Related Features — Restricted Stock Program” above.


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The following table shows the amounts included for each such item:

Name Year       Perquisites
and Other
Personal
Benefits
($)
(a)
      Life
Insurance
Premiums
($)
      Company
Contributions
Under 401(k)
Plan
($)
      Tax
Reimbursement
Payments
($)(a)
      Other
($)
      Total
($)
F.W. Smith 2018 521,078 1,807 9,656 0 532,541
2017 500,777 3,060 9,211 0 513,048
2016 531,742 3,060 8,741 0 543,543
A.B. Graf, Jr. 2018 108,870 2,740 9,484 773,780 894,874
2017 169,003 3,060 9,300 449,224 630,587
2016 114,058 3,060 9,473 473,496 600,087
D.J. Bronczek 2018 37,547 2,740 12,491 737,173 789,951
2017 113,294 3,060 7,040 579,603 702,997
2016 100,321 3,060 9,210 610,054 722,645
R.B. Carter 2018 133,527 2,740 9,629 492,538 638,434
2017 127,473 3,060 9,206 453,018 592,757
2016 100,792 3,060 9,307 475,738 588,897
D.L. Cunningham, Jr. 2018 53,837 2,740 11,663 627,443 695,683
(a)

See the following two tables for additional details regarding the amounts included in each item.

During fiscal 2018, 2017, and 2016, unless otherwise noted below, FedEx provided the following perquisites and other personal benefits to the named executive officers:

Personal use of corporate aircraft: FedEx maintains a fleet of corporate aircraft that is used primarily for business travel by FedEx employees. FedEx has a written policy that sets forth guidelines and procedures regarding personal use of FedEx corporate aircraft. The policy requires officers to pay FedEx two times the cost of fuel for personal trips, plus applicable passenger ticket taxes and fees. These payments are intended to approximate the incremental cost to FedEx of personal corporate aircraft usage.

Mr. Smith is not required to pay FedEx for any travel on corporate aircraft by his family members or guests when they are accompanying him and he is on business travel. Mr. Smith is required to pay FedEx, however, for any personal travel by him and any personal travel by his family members or guests when they are accompanying him and he is on personal travel or when they are traveling without him.

Compensation is included in the table above for personal corporate aircraft travel (which for this purpose includes travel to attend a board or stockholder meeting of an outside company or organization for which the officer serves as a director or trustee) by a named executive officer and his family members and guests to the extent, if any, that the aggregate incremental cost to FedEx of all such travel exceeds the amount the officer paid FedEx for such travel. The incremental cost to FedEx of personal use of corporate aircraft is calculated based on the variable operating cost to FedEx, which includes the cost of fuel, aircraft maintenance, crew travel, landing fees, ramp fees and other smaller variable costs. Because FedEx corporate aircraft are used primarily for business travel, fixed costs that do not change based on usage, such as pilots’ salaries and purchase and lease costs, are excluded from this calculation.

In addition, when an aircraft is already flying to a destination for business purposes and the officers or their family members or guests ride along on the aircraft for personal travel, there is no additional variable operating cost to FedEx associated with the additional passengers, and thus no compensation is included in the table above for such personal travel. With the exception of Mr. Smith, the officer is still required to pay FedEx for such personal travel if persons on business travel occupy less than 50% of the total available seats on the aircraft. The amount of such payment is a pro rata portion (based on the total number of passengers) of the fuel cost for the flight, multiplied by two, plus applicable passenger ticket taxes and fees.

For tax purposes, income is imputed to each named executive officer for personal travel and “business-related” travel (travel by the officer’s spouse or adult guest who accompanies the officer on a business trip for the primary purpose of assisting the officer with the business purpose of the trip) for the excess, if any, of the Standard Industrial Fare Level (SIFL) value of all such flights during a calendar year over the aggregate fuel payments made by the officer during that calendar year. The Board of Directors and the FedEx executive security procedures require Mr. Smith to use FedEx corporate aircraft for all travel, including personal travel. Accordingly, FedEx reimburses Mr. Smith for taxes relating to any imputed income for his personal travel and the personal travel of his family members and guests when they are accompanying him (no such reimbursement payments have been made during the last three fiscal years). FedEx reimburses the other named executive officers for taxes relating to imputed income for business-related travel.


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Security services and equipment: Pursuant to FedEx’s executive security procedures, the named executive officers are provided security services and equipment. To the extent the services and equipment are provided by third parties (e.g., out-of-town transportation and other security-related expenses and home security system installation, maintenance and monitoring), we have included in the table above the amounts paid by FedEx for such services and equipment. For Mr. Smith, these amounts totaled $146,856, $28,661 and $34,938 for fiscal 2018, 2017, and 2016, respectively. The amount for fiscal 2018 includes costs for replacing outdated systems at Mr. Smith’s primary residence. To the extent the security services are provided by FedEx employees, we have included amounts representing: (a) the number of hours of service provided to the officer by each such employee multiplied by (b) the total hourly compensation cost of the employee (including, among other things, pension and other benefit costs). For Mr. Smith, these amounts totaled $198,304, $240,374 and $262,731 for fiscal 2018, 2017, and 2016, respectively. For additional information regarding executive security services provided to Mr. Smith, see “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2018 Amounts — Perquisites, Tax Payments and Other Annual Compensation” above.

Tax return preparation services: FedEx requires officers to have their income tax returns prepared by a qualified third party (other than our independent registered public accounting firm) and pays all reasonable and customary costs for such services.

Financial counseling services: FedEx reimburses officers for certain financial counseling services, subject to various caps.

Umbrella insurance premiums: FedEx pays umbrella insurance premiums on behalf of officers.

Physical examinations: FedEx pays for officers to have comprehensive annual physical examinations.

Travel Privileges: FedEx provides certain executive officers and their spouses with travel privileges on certain airline partners. There is a small per-trip ticketing fee incurred by FedEx in connection with these privileges. FedEx reimburses an executive officer for taxes relating to imputed income for business-related travel.

Supplemental Disability Benefits: FedEx provides executive officers with salary continuation benefits for short-term disability (100% of base salary for 28 weeks) and supplemental long-term disability benefits. Both benefit programs are self-funded (i.e., no premiums are paid to a third-party insurer) and thus there is no incremental cost to FedEx to provide these benefit programs.

In addition, during fiscal 2018 certain payments were made with respect to Mr. Cunningham’s prior overseas service on behalf of the company.

The following table shows the amounts (the aggregate incremental cost to FedEx) included in the perquisites and other personal benefits column in the table above for each such item:

Name Year       Personal
Use of
Corporate
Aircraft
($)
(a)
      Security
Services and
Equipment
($)
      Tax Return
Preparation
Services
($)
      Financial
Counseling
Services
($)
      Umbrella
Insurance
Premiums
($)
      Other
($)(b)
      Total
($)
F.W. Smith 2018 77,293 345,160 46,005 50,000 2,620 0 521,078
2017 134,281 269,035 44,854 50,000 2,607 0 500,777
2016 135,226 297,669 46,240 50,000 2,607 0 531,742
A.B. Graf, Jr. 2018 62,965 32,744 8,062 2,479 2,620 0 108,870
2017 133,916 11,441 8,891 12,148 2,607 0 169,003
2016 76,748 11,242 9,212 14,249 2,607 0 114,058
D.J. Bronczek 2018 20,093 7,446 7,100 0 2,620 288 37,547
2017 55,114 11,483 14,200 29,578 2,607 312 113,294
2016 71,754 25,696 0 0 2,607 264 100,321
R.B. Carter 2018 21,803 61,809 9,700 37,355 2,620 240 133,527
2017 20,221 86,806 3,250 14,445 2,607 144 127,473
2016 25,836 57,442 2,850 12,033 2,607 24 100,792
D.L. Cunningham, Jr. 2018 0 30,548 1,500 18,596 2,620 573 53,837
(a)

The amounts shown include the following amounts for use of corporate aircraft to attend board or stockholder meetings of outside companies or organizations for which the officers serve as directors for fiscal 2018: Mr. Graf — $53,158 and Mr. Carter — $18,031; for fiscal 2017: Mr. Graf — $101,164 and Mr. Carter — $19,486; and for fiscal 2016: Mr. Graf — $54,835. The entire amount shown for Mr. Carter for fiscal 2016 represents use of corporate aircraft to attend board or stockholder meetings of outside companies or organizations for which he serves as a director.

(b)

For fiscal 2018, 2017, and 2016, includes physical examinations and/or ticketing fees for airline travel privileges; and for fiscal 2018, includes certain payments relating to Mr. Cunningham’s prior overseas service on behalf of the company.


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The following table shows the tax payments relating to the items listed, which are included in the table:

Name Year       Restricted
Stock
($)
      Business-
Related
Use of
Corporate and
Commercial
Aircraft
($)
      Other
($)
      Total
($)
F.W. Smith 2018 0 0 0
2017 0 0 0
2016 0 0 0
A.B. Graf, Jr. 2018 773,780 0 773,780
2017 449,224 0 449,224
2016 473,496 0 473,496
D.J. Bronczek 2018 737,173 0 737,173
2017 579,603 0 579,603
2016 610,054 0 610,054
R.B. Carter 2018 483,844 8,694 492,538
2017 449,224 3,794 453,018
2016 473,496 2,242 475,738
D.L. Cunningham, Jr. 2018 624,670 2,773 627,443
(6)

Mr. Cunningham was not a named executive officer in fiscal 2017 or 2016. Accordingly, the table includes Mr. Cunningham’s compensation only for fiscal 2018.


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Grants of Plan-Based Awards During Fiscal 2018

The following table sets forth information regarding grants of plan-based awards made to the named executive officers during the fiscal year ended May 31, 2018:


Name

Type of
Plan/Award

Grant
Date

Approval
Date


Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards

All-Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
(1)
Closing
Price on
Grant
Date
($/Sh)

Grant
Date Fair
Value of
Stock and
Option
Awards
($)(2)

            Threshold
($)
   Target
($)
   Maximum
($)
                
F.W. Smith Stock Option(3) 06/12/2017 06/11/2017 139,080 207.305 209.12 7,134,484
FY18 AIC(4) 0 1,879,097 3,758,194
FY18–FY20 LTI(5) 1,150,000 4,600,000 6,900,000
A.B. Graf, Jr. Restricted Stock(6) 06/12/2017 06/11/2017 3,075 637,463
Restricted Stock(6) 07/17/2017 07/16/2017 1,785 381,990
Stock Option(3) 06/12/2017 06/11/2017 17,260 207.305 209.12 885,398
FY18 AIC(4) 0 976,920 1,953,840
FY18–FY20 LTI(5) 343,750 1,375,000 2,062,500
Retention Award(7) 0 574,661 574,661
D.J. Bronczek Restricted Stock(6) 06/12/2017 06/11/2017 4,685 971,224
Stock Option(3) 06/12/2017 06/11/2017 29,495 207.305 209.12 1,513,026
FY18 AIC(4) 0 1,346,419 2,692,838
FY18–FY20 LTI(5) 518,750 2,075,000 3,112,500
R.B. Carter Restricted Stock(6) 06/12/2017 06/11/2017 3,075 637,463
Stock Option(3) 06/12/2017 06/11/2017 17,260 207.305 209.12 885,398
FY18 AIC(4) 0 825,616 1,651,232
FY18–FY20 LTI(5) 343,750 1,375,000 2,062,500
D.L. Cunningham, Jr. Restricted Stock(6) 06/12/2017 06/11/2017 3,970 823,001
Stock Option(3) 06/12/2017 06/11/2017 22,435 207.305 209.12 1,150,864
FY18 AIC(4) 0 793,302 1,586,604
FY18–FY20 LTI(5) 437,500 1,750,000 2,625,000
(1) The exercise price of the options is the fair market value of FedEx’s common stock (the average of the high and low prices of the stock on the NYSE) on the grant date.
(2) Represents the grant date fair value of each equity-based award, computed in accordance with FASB ASC Topic 718. See note 2 to the Summary Compensation Table for information regarding the assumptions used in the calculation of these amounts.
(3) Stock options granted to the named executive officers generally vest ratably over four years beginning on the first anniversary of the grant date. The options may not be transferred in any manner other than by will or the laws of descent and distribution and may be exercised during the lifetime of the optionee only by the optionee. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2018 Amounts — Long-Term Equity Incentives — Stock Options and Restricted Stock” above for further discussion of stock option awards.
(4) In June 2017, the Board of Directors, upon the recommendation of the Compensation Committee, established this annual performance cash compensation plan, which provided a cash payment opportunity to the named executive officers at the conclusion of fiscal 2018. Payment amounts were based upon the achievement of company financial-performance goals for fiscal 2018 and, for the non-CEO named executive officers, the achievement of individual performance objectives. The AIC payout amount for Mr. Smith was subject to adjustment by the independent Board members. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2018 Amounts — Cash Payments Under AIC Program” above for further discussion of this plan, including actual payment amounts.
(5) The Board of Directors, upon the recommendation of the Compensation Committee, established this long-term performance cash compensation plan in June 2017. The plan provides a long-term cash payment opportunity to the named executive officers at the conclusion of fiscal 2020 if FedEx achieves an aggregate earnings-per-share goal established by the Board with respect to the three-fiscal-year period 2018 through 2020. No amounts can be earned under the plan until 2020 because achievement of the earnings-per-share goal can only be determined following the conclusion of the three-fiscal-year period. The estimated individual future payouts under the plan are set dollar amounts ranging from threshold (minimum) amounts, if the earnings-per-share goal achieved is less than target, up to maximum amounts, if the plan goal is substantially exceeded. There is no assurance that these estimated future payouts will be achieved. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2018 Amounts — Cash Payments Under LTI Program” above for further discussion of this plan.

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(6) Shares of restricted stock awarded to the named executive officers generally vest ratably over four years beginning on the first anniversary of the grant date. Holders of restricted shares are entitled to vote such shares and receive any dividends paid on FedEx common stock. FedEx pays the taxes resulting from a restricted stock award on behalf of the recipient (these tax payments are included in the “All Other Compensation” column in the Summary Compensation Table). See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2018 Amounts — Long-Term Equity Incentives — Stock Options and Restricted Stock” and "— Retention Awards for Chief Financial Officer" above for further discussion of restricted stock awards.
(7) In July 2017, the Board of Directors, upon the recommendation of the Compensation Committee, approved a performance-based cash award for Mr. Graf that is tied to the achievement of a fiscal 2020 EPS goal. The award is payable following the completion of the company’s 2020 fiscal year. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2018 Amounts — Retention Awards for Chief Financial Officer” above for further discussion of this award.

Outstanding Equity Awards at End of Fiscal 2018

The following table sets forth for each named executive officer certain information about unexercised stock options and unvested shares of restricted stock held at the end of the fiscal year ended May 31, 2018:

Name Option Awards Stock Awards
Number of Securities
Underlying Unexercised
Options
(#)
Number of Securities
Underlying Unexercised
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or Units of
Stock That Have
Not Vested
(#)(a)
Market Value of
Shares or Units of
Stock That Have
Not Vested
($)(b)
       Exercisable        Unexercisable(a)                            
F.W. Smith 271,750 56.3100 06/08/2019
195,500 78.1900 06/07/2020
176,100 89.1050 06/06/2021
198,675 85.2550 06/04/2022
203,780 96.8650 06/03/2023
119,613 39,872 (1) 143.5450 06/09/2024
66,260 66,260 (2) 180.8200 06/08/2025
39,052 117,158 (3) 162.8200 06/06/2026
139,080 (4) 207.3050 06/12/2027
A.B. Graf, Jr. 34,580 56.3100 06/08/2019
23,100 78.1900 06/07/2020
21,480 89.1050 06/06/2021
24,235 85.2550 06/04/2022
24,620 96.8650 06/03/2023
14,452 4,818 (5) 143.5450 06/09/2024
8,005 8,005 (6) 180.8200 06/08/2025
4,846 14,539 (7) 162.8200 06/06/2026
17,260 (8) 207.3050 06/12/2027
10,309 (9) 2,568,178
D.J. Bronczek 30,775 78.1900 06/07/2020
28,450 89.1050 06/06/2021
32,100 85.2550 06/04/2022
32,640 96.8650 06/03/2023
19,158 6,387 (10) 143.5450 06/09/2024
10,615 10,615 (11) 180.8200 06/08/2025
6,298 18,897 (12) 162.8200 06/06/2026
29,495 (13) 207.3050 06/12/2027
11,710 (14) 2,917,195

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Name Option Awards Stock Awards
Number of Securities
Underlying Unexercised
Options
(#)
Number of Securities
Underlying Unexercised
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or Units of
Stock That Have
Not Vested
(#)(a)
Market Value of
Shares or Units of
Stock That Have
Not Vested
($)(b)
      Exercisable       Unexercisable(a)                        
R.B. Carter 23,100 78.1900 06/07/2020
21,480 89.1050 06/06/2021
24,235 85.2550 06/04/2022
24,620 96.8650 06/03/2023
14,452 4,818 (15) 143.5450 06/09/2024
8,005 8,005 (16) 180.8200 06/08/2025
4,846 14,539 (17) 162.8200 06/06/2026
17,260 (18) 207.3050 06/12/2027
8,524 (19) 2,123,499
D.L. Cunningham, Jr. 11,150 89.1050 06/06/2021
12,580 85.2550 06/04/2022
12,805 96.8650 06/03/2023
7,518 2,507 (20) 143.5450 06/09/2024
5,577 5,578 (21) 180.8200 06/08/2025
3,306 9,919 (22) 162.8200 06/06/2026
22,435 (23) 207.3050 06/12/2027 7,471 (24) 1,861,176
(a) The following table sets forth the vesting dates of the options and restricted stock included in these columns:
            Date       Number                   Date       Number
F.W. Smith (1) 06/09/2018 39,872 A.B. Graf, Jr. (5) 06/09/2018 4,818
(2) 06/08/2018 33,130 (6) 06/08/2018 4,002
06/08/2019 33,130 06/08/2019 4,003
(3) 06/06/2018 39,053 (7) 06/06/2018 4,846
06/06/2019 39,052 06/06/2019 4,846
06/06/2020 39,053 06/06/2020 4,847
(4) 06/12/2018 34,770 (8) 06/12/2018 4,315
06/12/2019 34,770 06/12/2019 4,315
06/12/2020 34,770 06/12/2020 4,315
06/12/2021 34,770 06/12/2021 4,315
(9) 06/06/2018 909
06/08/2018 862
06/09/2018 997
06/12/2018 768
07/17/2018 446
06/06/2019 909
06/08/2019 863
06/12/2019 769
07/17/2019 446
06/06/2020 909
06/12/2020 769
07/17/2020 446
06/12/2021 769
07/17/2021 447

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EXECUTIVE COMPENSATION – OUTSTANDING EQUITY AWARDS AT END OF FISCAL 2018

            Date       Number                   Date       Number
D.J. Bronczek (10) 06/09/2018 6,387 R.B. Carter (15) 06/09/2018 4,818
(11) 06/08/2018 5,307 (16) 06/08/2018 4,002
06/08/2019 5,308 06/08/2019 4,003
(12) 06/06/2018 6,299 (17) 06/06/2018 4,846
06/06/2019 6,299 06/06/2019 4,846
06/06/2020 6,299 06/06/2020 4,847
(13) 06/12/2018 7,373 (18) 06/12/2018 4,315
06/12/2019 7,374 06/12/2019 4,315
06/12/2020 7,374 06/12/2020 4,315
06/12/2021 7,374 06/12/2021 4,315
(14) 06/06/2018 1,173 (19) 06/06/2018 909
06/08/2018 1,111 06/08/2018 862
06/09/2018 1,284 06/09/2018 997
06/12/2018 1,171 06/12/2018 768
06/06/2019 1,172 06/06/2019 909
06/08/2019 1,112 06/08/2019 863
06/12/2019 1,171 06/12/2019 769
06/06/2020 1,173 06/06/2020 909
06/12/2020 1,171 06/12/2020 769
06/12/2021 1,172 06/12/2021 769
D.L. Cunningham, Jr. (20) 06/09/2018 2,507
(21) 06/08/2018 2,789
06/08/2019 2,789
(22) 06/06/2018 3,306
06/06/2019 3,306
06/06/2020 3,307
(23) 06/12/2018 5,608
06/12/2019 5,609
06/12/2020 5,609
06/12/2021 5,609
(24) 06/06/2018 628
06/08/2018 595
06/09/2018 428
06/12/2018 992
06/06/2019 627
06/08/2019 595
06/12/2019 993
06/06/2020 628
06/12/2020 992
06/12/2021 993
(b) Computed by multiplying the closing market price of FedEx’s common stock on May 31, 2018 (which was $249.12) by the number of shares.

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Table of Contents

EXECUTIVE COMPENSATION – OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2018

Option Exercises and Stock Vested During Fiscal 2018

The following table sets forth for each named executive officer certain information about stock options that were exercised and restricted stock that vested during the fiscal year ended May 31, 2018:

Name Option Awards Stock Awards
      Number of Shares
Acquired on Exercise
(#)
      Value Realized
on Exercise
($)(1)
      Number of Shares
Acquired on Vesting
(#)
      Value Realized
on Vesting
($)(2)
F.W. Smith 204,150 33,541,378 0 0
A.B. Graf, Jr. 24,100 3,822,573 4,197 855,536
D.J. Bronczek 47,656 9,452,203 5,410 1,102,797
R.B. Carter 24,100 2,894,330 4,197 855,536
D.L. Cunningham, Jr. 16,166 2,106,752 2,263 461,467
(1) If the shares were sold immediately upon exercise, the value realized on exercise of the option is the difference between the actual sales price and the exercise price of the option. Otherwise, the value realized is the difference between the fair market value of FedEx’s common stock (the average of the high and low prices of the stock on the New York Stock Exchange) on the date of exercise and the exercise price of the option.
(2) Represents the fair market value of the shares on the vesting date.

Fiscal 2018 Pension Benefits

The following table sets forth for each named executive officer the present value of accumulated benefits at May 31, 2018, under FedEx’s defined benefit pension plans. For information regarding benefits triggered by retirement under our stock option and restricted stock plans, see “— Potential Payments Upon Termination or Change of Control” below.

Name       Plan Name       Number of Years
Credited Service
(#)
      Present Value of
Accumulated Benefit
($)(1)
      Payments During
Fiscal 2018
($)
F.W. Smith FedEx Corporation Employees’ Pension Plan 46 1,134,202 108,591 (2)
FedEx Corporation Retirement Parity Pension Plan 46 25,044,117 0
A.B. Graf, Jr. FedEx Corporation Employees’ Pension Plan 38 1,724,424 0
FedEx Corporation Retirement Parity Pension Plan 38 13,680,769 0
D.J. Bronczek FedEx Corporation Employees’ Pension Plan 42 1,874,216 0
FedEx Corporation Retirement Parity Pension Plan 42 17,649,432 0
R.B. Carter FedEx Corporation Employees’ Pension Plan 25 1,266,405 0
FedEx Corporation Retirement Parity Pension Plan 25 7,588,120 0
D.L. Cunningham, Jr. FedEx Corporation Employees’ Pension Plan 36 1,646,130 0
FedEx Corporation Retirement Parity Pension Plan 36 4,343,478 0
(1)

These amounts were determined using assumptions (e.g., for interest rates and mortality rates) consistent with those used in the audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended May 31, 2018. The benefits are expressed as lump sum amounts, even though the benefits using the traditional pension benefit formula under the Pension Plan (as defined below) are generally not payable as a lump sum distribution (only $5,000 or less may be distributed as a lump sum under the traditional pension benefit formula under the Pension Plan). The benefits using the Portable Pension Account formula under the Pension Plan may be paid as a lump sum.

The present value of the Pension Plan traditional pension benefit is equal to the single life annuity payable at the normal retirement date (age 60), or June 1, 2018, if the officer is past normal retirement age, converted based on an interest rate of 4.269% and the RP2014 mortality table with the MP2016 generational mortality improvement scale (as adjusted for purposes of the Pension Plan and Parity Plan (as defined below)) discounted to May 31, 2018, using an interest rate of 4.269%. The present value of the Parity Plan traditional pension benefit is equal to the single life annuity payable at the normal retirement age, or June 1, 2018, if the officer is past normal retirement age, converted based on an interest rate of 3% for lump sums paid through May 31, 2019, 3.5% for lump sums paid between June 1, 2019 and May 31, 2020, and 4% for lump sums paid on and after June 1, 2020, and the 1994 Group Annuity Reserving Table and discounted to May 31, 2018, using an interest rate of 4.269%. The present value of the Portable Pension Account (discussed below) is equal to the officer’s account balance at May 31, 2018, projected to the normal retirement date, if applicable, based on an interest rate of 4% (compounded quarterly) and discounted to May 31, 2018, using an interest rate of 4.269%.

(2) In accordance with the terms of the Pension Plan, Mr. Smith was required to commence receiving his Pension Plan benefits during fiscal 2016.

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EXECUTIVE COMPENSATION – FISCAL 2018 PENSION BENEFITS

Overview of Pension Plans

FedEx maintains a tax-qualified, defined benefit pension plan called the FedEx Corporation Employees’ Pension Plan (the “Pension Plan”). For fiscal 2018, the maximum compensation limit under a tax-qualified pension plan was $270,000. The Internal Revenue Code also limits the maximum annual benefits that may be accrued under a tax-qualified, defined benefit pension plan. In order to provide 100% of the benefits that would otherwise be denied certain management-level participants in the Pension Plan due to these limitations, FedEx also maintains a supplemental, non-tax-qualified plan called the FedEx Corporation Retirement Parity Pension Plan (the “Parity Plan”). Benefits under the Parity Plan are general, unsecured obligations of FedEx.

Effective May 31, 2003, FedEx amended the Pension Plan and the Parity Plan to add a cash balance feature, which is called the Portable Pension Account. Eligible employees as of May 31, 2003 had the option to make a one-time election to accrue future pension benefits under either the cash balance formula or the traditional pension benefit formula. In either case, employees retained all benefits previously accrued under the traditional pension benefit formula and continued to receive the benefit of future compensation increases on benefits accrued as of May 31, 2003. Eligible employees hired after May 31, 2003 accrue benefits exclusively under the Portable Pension Account.

Beginning June 1, 2008, eligible employees who participate in the Pension Plan and the Parity Plan, including the named executive officers, accrue all future pension benefits under the Portable Pension Account. In addition, benefits previously accrued under the Pension Plan and the Parity Plan using the traditional pension benefit formula were capped as of May 31, 2008, and those benefits will be payable beginning at retirement. Effective June 1, 2008, each participant in the Pension Plan and the Parity Plan who was age 40 or older on that date and who has an accrued traditional pension benefit will receive a transition compensation credit, as described in more detail below. Employees who elected in 2003 to accrue future benefits under the Portable Pension Account will continue to accrue benefits under that formula.

The named executive officers also participate in the 401(k) Plan. The annual matching company contribution under the 401(k) Plan is a maximum of 3.5% of eligible earnings.

In order to provide 100% of the benefits that would otherwise be limited due to certain limitations imposed by United States tax laws, Parity Plan participants, including the named executive officers, receive additional Portable Pension Account compensation credits equal to 3.5% of any eligible earnings above the maximum compensation limit for tax-qualified plans.

Normal retirement age for the majority of participants, including the named executive officers, under the Pension Plan and the Parity Plan is age 60. However, for benefits accrued after January 31, 2016, the normal retirement age is age 62. The traditional pension benefit under the Pension Plan for a participant who retires between the ages of 55 and 60 will be reduced by 3% for each year the participant receives his or her benefit prior to age 60.

Traditional Pension Benefit

Under the traditional pension benefit formula, the Pension Plan and the Parity Plan provide 2% of the average of the five calendar years (three calendar years for the Parity Plan) of highest earnings during employment multiplied by years of credited service for benefit accrual up to 25 years. Eligible compensation for the traditional pension benefit under the Pension Plan and the Parity Plan for the named executive officers includes salary and annual incentive compensation.

A named executive officer’s capped accrued traditional pension benefit was calculated using his years of credited service as of either May 31, 2003 or May 31, 2008, depending on whether he chose to accrue future benefits under the cash balance formula or the traditional pension benefit formula in 2003, and his eligible earnings history as of May 31, 2008.

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EXECUTIVE COMPENSATION – FISCAL 2018 PENSION BENEFITS

Portable Pension Account

The benefit under the Portable Pension Account is expressed as a notional cash balance account. For each plan year in which a participant is credited with a year of service, compensation credits are added based on the participant’s age and years of service as of the end of the prior plan year and the participant’s eligible compensation for the prior calendar year based on the following table:

Age + Service on May 31       Compensation Credit