DEF 14A of Fedex Corp, Aug 17, 2026

DEF 14A of Fedex Corp

Filed Aug 17, 2026 · FY20260001104659-26-097836

Open on EDGAR

  1. GINA F. ADAMS

    | Outstanding Equity Awards at End of Fiscal 2026 | 77 | | Option Exercises and Stock Vested During Fiscal 2026 | 81 | | Fiscal 2026 Pension Benefits | 82 | | Potential Payments Upon Termination or Change of Control | 86 | | Pay Versus Performance | 91 | | CEO Pay Ratio | 96 | | Equity Compensation Plans | 97 | | Equity Compensation Plans Approved by Stockholders | 97 | | Equity Compensation Plans Not Approved by Stockholders | 97 | | Summary Table | 97 | | AUDIT MATTERS | 98 | | Proposal 3 — Ratification of the Appointment of the Independent Registered Public Accounting Firm | 98 | | Appointment of Independent Registered Public Accounting Firm | 98 | | Policies Regarding Independent Auditor | 98 | | Report of the Audit and Finance Committee of the Board of Directors | 99 | | Audit and Non-Audit Fees | 101 |

  2. Proxy Statement Summary

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

  3. Proxy Statement Summary

    | | Proposal 1 | | | Election of Directors |

  4. Proxy Statement Summary

    | | | | DIRECTOR SINCE | COMMITTEES | | | | OTHER PUBLIC DIRECTORSHIPS | | NOMINEE AND POSITION | | AGE | | AFC | CHRC | CyTOC | GSPPC | | | | MARK A. EDMUNDS Former Partner and Vice Chairman, Deloitte LLP | 69 | 2026 | | | | | Westrock Coffee Company | | | MARVIN R. ELLISON Chairman of the Board, President, and Chief Executive Officer of Lowe’s Companies, Inc. | 61 | 2014 | | | | | Lowe’s Companies, Inc. | | | SUSAN PATRICIA GRIFFITH Lead Independent Director President and Chief Executive Officer of The Progressive Corporation | 61 | 2018 | | | | | The Progressive Corporation | | | R. BRAD MARTIN Executive Chairman and Chairman of the Board | 74 | 2011 | | | | | FedEx Freight Holding Company, Inc. | | | NANCY A. NORTON Retired Vice Admiral, U.S. Navy | 61 | 2022 | | | | | Leidos Holdings, Inc. | | | FREDERICK P. PERPALL Chief Executive Officer of The Beck Group | 51 | 2021 | | | | | Starwood Property Trust, Inc. | | | JOSHUA COOPER RAMO Chairman and Chief Executive Officer, Sornay, LLC | 57 | 2011 | | | | | | | | SUSAN C. SCHWAB Professor Emerita at the University of Maryland School of Public Policy | 71 | 2009 | | | | | Caterpillar Inc. and Marriott International, Inc. | | | RICHARD W. SMITH Chief Operating Officer – International and Chief Executive Officer – Airline of Federal Express Corporation | 48 | 2025 | | | | | | | | RAJESH SUBRAMANIAM President and Chief Executive Officer of FedEx Corporation | 60 | 2020 | | | | | The Procter & Gamble Company | | | PAUL S. WALSH Executive Chairman of the Board of McLaren Group Limited | 71 | 1996 | | | | | McDonald’s Corporation and UPL Ltd. |

  5. Proxy Statement Summary

    | AFC – Audit and Finance Committee | CyTOC – Cyber and Technology Oversight Committee | Member | Independent | | CHRC – Compensation and Human Resources Committee | GSPPC – Governance, Safety, and Public Policy Committee | Chair | | | See page 39 for committee memberships immediately following the annual meeting if all of the director nominees are elected. | | | |

  6. Proxy Statement Summary

    | Your Board of Directors recommends that you vote “FOR” the election of each of the eleven nominees. | See page 12 |

  7. Proxy Statement Summary

    | 2026 Proxy Statement | 7 |

  8. Proxy Statement Summary

    Proxy Statement Summary – Director Nominee Highlights

  9. Director Nominee Highlights*

    Director Nominee Highlights* Tenure, Age, Gender, and Background * Statistics assume all director nominees are elected at the annual meeting. ** As of August 17, 2026 Director Nominee Experience, Qualifications, Attributes, and Skills The Board believes that it is desirable that the following experience, qualifications, attributes, and skills be possessed by one or more of FedEx’s Board members because of their particular relevance to the company’s business and structure, and these were all considered by the Board in connection with this year’s director nomination process:

  10. Director Nominee Highlights*

    | 8 | |

  11. Director Nominee Highlights*

    Proxy Statement Summary – Corporate Governance Highlights

  12. Director Nominee Highlights*

    | Corporate Governance Highlights | | | Proxy Access Majority Voting for Directors and Resignation Requirement for Directors Who Fail to Receive Majority Vote Annual Election of All Directors Annual Board and Committee Self-Evaluations No Supermajority Voting Provisions in Company’s Charter or Bylaws Stockholder Right to Call a Special Meeting Lead Independent Director if Chairman of the Board Not Independent Independent Directors Meet Regularly in Executive Sessions Without Management Present Annual Independent Director Evaluation of the CEO | Limit on Number of Other Directorships and Commitments No Director Serves on More Than Two Other Public Company Boards No Director Who is a Public Company Executive Officer Serves on More Than One Other Public Company Board Code of Conduct Applicable to All Directors Stock Ownership Goal for Directors and Executive Officers Policies on Recoupment of Incentive Compensation Policy on Limitation of Severance Benefits No Poison Pill NEW IN 2026: Executive Severance Plan |

  13. Director Nominee Highlights*

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

  14. Director Nominee Highlights*

    | 2026 Proxy Statement | 9 |

  15. Director Nominee Highlights*

    Proxy Statement Summary – Proposal 2

  16. Director Nominee Highlights*

    | | Proposal 2 | | | Advisory Vote to Approve Named Executive Officer Compensation | | | Executive Compensation Design | | | Our executive compensation program is designed not only to retain and attract highly qualified and effective executives but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholders and reward them for doing so. We believe there should be a strong relationship between pay and corporate performance, and our executive compensation program reflects this belief. In response to the lower level of support we received in the 2025 advisory vote on named executive officer compensation, since the 2025 annual meeting, we reached out to stockholders representing approximately 40% of our outstanding shares and engaged with 25 different stockholders that collectively represented approximately 38% of our outstanding shares, to solicit feedback on, among other things, our executive compensation program, better understand the reasons behind the 2025 advisory vote on executive compensation outcome, and discuss potential changes to our executive compensation program for consideration by the Compensation and Human Resources Committee (“Compensation & HR Committee”). For additional information on how we responded, please see “Corporate Governance Matters — The Board’s Role and Responsibilities — Stockholder Engagement” and “— Engagement Highlights,” “Executive Compensation — Compensation Discussion and Analysis — Stockholder Engagement Focus — 2025 Say-on-Pay Advisory Vote Result,” and “— Post-Employment Compensation — Limitation on Severance Benefits” and “— Executive Severance Plan.” | | | Elements of Compensation | | | The elements of target total direct compensation, average NEO target pay mix, along with a description and relevant metrics for fiscal 2026 are presented below. | | | |

  17. Director Nominee Highlights*

    See page 49 for fiscal 2026 target total direct compensation components.

  18. Director Nominee Highlights*

    | 10 | |

  19. Director Nominee Highlights*

    Proxy Statement Summary – Proposal 3

  20. Director Nominee Highlights*

    | Compensation Highlights | | The fiscal 2026 AIC plan was tied to adjusted consolidated operating income (50%), incremental structural cost reduction benefits from DRIVE and Network 2.0 (25%), and on-time enterprise service performance (excluding FedEx Freight) (25%). Strong operating results and significant structural cost savings resulted in above-target performance and corresponding above-target payouts. LTI cash payouts for fiscal 2026 were based on achievement of pre-established aggregate adjusted EPS goals (50%), ROIC goals (25%), and relative TSR goals (25%) over a three-fiscal-year period. Strong performance across all three metrics, particularly in fiscal 2026, resulted in above-target achievement. Long-term equity incentives, comprised of stock options and restricted stock, further align the interests of our executive officers to the interests of our stockholders, as executive officers only realize value from the stock options if the stock price appreciates after the grant date and encourages retention of executive officers at FedEx. One-time special cash bonuses were granted to all eligible managing directors and officers in June 2026 in recognition of their outstanding execution and the results achieved through the successful advancement of the Company’s transformation. In approving the special bonus pool, the Board and Committee considered a number of key achievements during fiscal 2026 despite challenging macroeconomic and industry conditions. The Equity Incentive Industry Leadership Program, comprised of grants of restricted stock and PSUs to senior vice presidents and above, reinforces management accountability for achieving sustained operating margin expansion, supports leadership continuity and drives continued execution of FedEx’s long-term transformation. See page 50 for details regarding the Equity Incentive Industry Leadership Program. The Transition Year 2026 Annual Incentive Compensation Plan (“TY 2026 AIC Plan”) and Transition Year 2026 Equity Incentive Compensation Plan (“TY 2026 Equity Plan”) were approved by the Board of Directors to facilitate the transition to a calendar-year fiscal year and align FedEx’s compensation programs with its future fiscal calendar. |

  21. Director Nominee Highlights*

    | Your Board of Directors recommends that you vote “FOR” this proposal. | See page 45 |

  22. Director Nominee Highlights*

    | | Proposal 3 | | | Ratification of the Appointment of Ernst & Young LLP as | | | FedEx’s Independent Registered Public Accounting Firm | | | The Audit and Finance 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 and Finance Committee has appointed Ernst & Young LLP (“Ernst & Young”) to serve as FedEx’s independent registered public accounting firm for the transition period from June 1, 2026 through December 31, 2026. Ernst & Young has been our independent registered public accounting firm since 2002. Fees paid to Ernst & Young for fiscal 2026 and 2025 are detailed on page 101. Representatives of Ernst & Young will attend 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. |

  23. Director Nominee Highlights*

    | Your Board of Directors recommends that you vote “FOR” this proposal. | See page 98 |

  24. Director Nominee Highlights*

    | | Proposals 4-6 | | | Three Stockholder Proposals, | | | if properly presented |

  25. Director Nominee Highlights*

    | Your Board of Directors recommends that you vote “AGAINST” each of these proposals. | See page 104 |

  26. Director Nominee Highlights*

    | 2026 Proxy Statement | 11 |

  27. Nominees for Election to the Board

    Nominees for Election to the Board Below you will find each Board nominee’s biography along with other pertinent information, including a selection of each nominee’s skills and qualifications. All nominees are currently serving as directors of FedEx and, with the exception of Mark A. Edmunds, has been previously elected by our stockholders. Following the biographies, we have included a chart that exhibits the collective experience, qualifications, attributes, and skills of our Board nominees.

  28. Nominees for Election to the Board

    | MARK A. EDMUNDS INDEPENDENT | | | | Age: 69 Director Since: 2026 Committees: Audit and Finance (Chair) Cyber and Technology Oversight Other Public Company Directorships: Westrock Coffee Company | Mr. Edmunds is former Partner and Vice Chairman of Deloitte LLP, retiring in 2019. During his 38-year tenure at Deloitte, Mr. Edmunds held several leadership roles within the firm, including U.S. leader of Energy/Utilities, West Region Managing Partner, and the U.S. Board of Directors. He also led the Americas and Asia Pacific Oil and Gas sectors from San Francisco and Singapore, respectively. Mr. Edmunds served as lead and advisory partner for a number of Deloitte’s strategic clients. Mr. Edmunds’ primary industry focus was energy & utilities throughout his career, including a short sabbatical from the firm to serve the Independent Petroleum Association of America in Washington, D.C. Mr. Edmunds has also served as an independent board member of B&P Littleford (a Waypoint Capital Partners portfolio company) since 2024. Mr. Edmunds is a Certified Public Accountant and a member of the AICPA and the Texas CPA Society. Mr. Edmunds is a former director of Riverview Acquisition Corp. and Chesapeake Energy Corporation. Mr. Edmunds was first appointed to the Board in June 2026 upon the recommendation of Mr. Martin and the GSPP Committee. SKILLS AND QUALIFICATIONS | | | | | Financial Held significant leadership roles at Deloitte and also served as Audit and Finance Chair at Chesapeake Energy Corporation from 2018 — 2021. Extensive accounting and finance experience and qualifies as an audit committee financial expert under SEC rules. | | | | Energy Primary industry focus on energy and utilities sector while at Deloitte and served on the Independent Petroleum Association of America. | | | | Risk Management/Safety; International Extensive risk management expertise through his serving on Deloitte’s U.S. Board of Directors, including service on the finance and global committees; has operated in a global capacity by chairing Deloitte’s Global Committee, serving as the Asia Pacific Oil and Gas leader out of Singapore, and managing multinational accounts. | | | | Leadership Significant executive leadership experience gained as Vice Chairman of Deloitte and service on other public company boards. |

  29. Nominees for Election to the Board

    | 2026 Proxy Statement | 15 |

  30. Nominees for Election to the Board

    | MARVIN R. ELLISON INDEPENDENT | | | | Age: 61 Director Since: 2014 Committees: Compensation and Human Resources Governance, Safety, and Public Policy Other Public Company Directorships: Lowe’s Companies, Inc. | Mr. Ellison serves as Chairman of the Board, President, and Chief Executive Officer of Lowe’s Companies, Inc., a home improvement retailer, serving as Chairman since June 2021 and President and Chief Executive Officer since July 2018. Mr. Ellison served as Chairman of J. C. Penney Company, Inc., an apparel and home furnishings retailer, from August 2016 until May 2018, and Chief Executive Officer from August 2015 through May 2018 (J. C. Penney filed for reorganization in federal bankruptcy court on May 15, 2020). He served as President and CEO-Designee of J. C. Penney from November 2014 through July 2015. From August 2008 through October 2014, Mr. Ellison served as Executive Vice President — U.S. Stores of The Home Depot, Inc., a home improvement specialty retailer. From June 2002 to August 2008, he served in a variety of operational roles at The Home Depot, including as President — Northern Division and as Senior Vice President — Global Logistics. Prior to joining The Home Depot, Mr. Ellison spent 15 years at Target Corporation in a variety of operational roles. He is a former director of J. C. Penney Company, Inc. and H&R Block, Inc. SKILLS AND QUALIFICATIONS | | | | | Financial Has overseen complex accounting and financial matters as CEO of two public companies. | | | | Marketing; Retail/E-Commerce Marketing expert with significant retail and e-commerce expertise through his executive experience at Lowe’s, The Home Depot, and J. C. Penney. | | | | Leadership Significant executive leadership experience gained from executive positions held at Lowe’s, J. C. Penney, and The Home Depot. | | | | Transportation/Logistics/Supply Chain Management Served in a variety of logistics roles during his career, including as Senior Vice President — Global Logistics at The Home Depot. |

  31. Nominees for Election to the Board

    | 16 | |

  32. Nominees for Election to the Board

    | SUSAN PATRICIA GRIFFITH INDEPENDENT — LEAD INDEPENDENT DIRECTOR | | | | Age: 61 Director Since: 2018 Committees: Compensation and Human Resources Governance, Safety, and Public Policy (Chair) Other Public Company Directorships: The Progressive Corporation | Ms. Griffith currently serves as President and Chief Executive Officer of The Progressive Corporation, a leading property and casualty insurance company, positions she has held since July 2016. Prior to being named President and Chief Executive Officer, Ms. Griffith served as Progressive’s Personal Lines Chief Operating Officer from April 2015 through June 2016 and Vice President from May 2015 through June 2016. She joined Progressive as a claims representative in 1988 and has served in many key leadership positions during her tenure. Ms. Griffith held several managerial positions in the Claims division before being named Chief Human Resources Officer in 2002. In 2008, she returned to the Claims division as the group president, and prior to being named Personal Lines Chief Operating Officer, she was President of Customer Operations from April 2014 to March 2015. Ms. Griffith was named one of FORTUNE magazine’s “Most Powerful Women in Business” in 2018 and 2023 and named one of Forbes magazine’s “The World’s 100 Most Powerful Women” in 2025. She previously served as a director of The Children’s Place, Inc. SKILLS AND QUALIFICATIONS | | | | | Marketing; Retail/E-Commerce Extensive executive and managerial experience in an industry that emphasizes distinctive advertising and marketing campaigns. | | | | Leadership Has held a series of executive leadership positions at The Progressive Corporation, including her role as President and CEO. | | | | Technological/Digital/Cybersecurity Executive and managerial experience at a company that relies heavily on its ability to adapt to change, innovate, develop, and implement new applications and other technologies. | | | | Risk Management/Safety; Human Resource Management Extensive risk management expertise as President and CEO at The Progressive Corporation; has held several other managerial positions, including Chief Human Resources Officer, at The Progressive Corporation. |

  33. Nominees for Election to the Board

    | 2026 Proxy Statement | 17 |

  34. Nominees for Election to the Board

    | R. BRAD MARTIN EXECUTIVE CHAIRMAN AND CHAIRMAN OF THE BOARD | | | | Age: 74 Director Since: 2011 Committees: None Other Public Company Directorships: FedEx Freight Holding Company, Inc. | Mr. Martin has been Executive Chairman of FedEx since September 2025 and Chairman of the Board since June 2025. He is Chairman of RBM Venture Company, a private investment company, a position he has held since 2007. He previously served as Chairman and Chief Executive Officer of Riverview Acquisition Corp., an investment company, from April 2021 until its merger with Westrock Coffee Company (“Westrock”) in August 2022. Following that merger until March 2026, Mr. Martin served on the board of directors of Westrock. Mr. Martin was formerly the Chairman of the Board of Chesapeake Energy Corporation, a producer of oil, natural gas, and natural gas liquids, a position he held from October 2015 to February 2021. He was Chairman and Chief Executive Officer of Saks Incorporated from 1989 to 2006 and remained Chairman until his retirement in 2007. He is the former Interim President of the University of Memphis, a position he held from July 2013 until May 2014. He was previously a director of Chesapeake Energy Corporation, First Horizon National Corporation, Caesars Entertainment Corporation, Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc., Ruby Tuesday, Inc., and Riverview Acquisition Corp. Mr. Martin is a former Tennessee state representative. SKILLS AND QUALIFICATIONS | | | | | Financial; Risk Management/Safety; Leadership Earned an MBA from Vanderbilt University. As a former CEO of a public company, he actively supervised the CFO, and has significant public company audit committee experience, including as a chair. Former chair of the First Horizon National Corporation Executive and Risk Committee. | | | | Marketing; Retail/E-Commerce Gained valuable retail marketing experience and successfully applied his marketing expertise as the former CEO of Saks, a leading department store retailer. | | | | Energy; Transportation/Logistics/Supply Chain Management Former member of the board of Pilot Travel Centers LLC and former Chairman of the Board of Chesapeake Energy Corporation. | | | | Government; International Former Tennessee state representative. Member of the Council on Foreign Relations. |

  35. Nominees for Election to the Board

    | 18 | |

  36. Nominees for Election to the Board

    | NANCY A. NORTON INDEPENDENT | | | | Age: 61 Director Since: 2022 Committees: Cyber and Technology Oversight (Chair) Audit and Finance Other Public Company Directorships: Leidos Holdings, Inc. | Vice Admiral Norton is the retired Director of the Defense Information Systems Agency (DISA), a U.S. Department of Defense combat support agency, and commander, Joint Force Headquarters Department of Defense Information Network, positions she held from February 2018 through February 2021 after serving as Vice Director of DISA from August 2017 through February 2018. Vice Admiral Norton served over 34 years of active-duty service as an officer in the U.S. Navy. She served as the director, Command, Control, Communications and Cyber Directorate, U.S. Pacific Command; director of Warfare Integration for Information Warfare; and held commands and posts in multiple international locations. She is the recipient of numerous personal and campaign awards, including the National Security Agency’s Frank B. Rowlett Award for individual achievement in information security. SKILLS AND QUALIFICATIONS | | | | | Technological/Digital/Cybersecurity Served as Director of DISA, where her focus was providing information and cyber security tools and support for the U.S. Department of Defense; held numerous other communications and information security senior leadership positions while serving in the U.S. Navy. | | | | Human Resource Management Led global teams as a Vice Admiral in the U.S. Navy and Director of DISA. | | | | International Has extensive experience conducting technology and cyberspace operations as a U.S. Naval officer, including numerous international leadership positions. | | | | Government; Leadership Served for 34 years as an officer in the U.S. Navy; provided leadership and oversight of global team at DISA. |

  37. Nominees for Election to the Board

    | FREDERICK P. PERPALL INDEPENDENT | | | | Age: 51 Director Since: 2021 Committees: Audit and Finance Governance, Safety, and Public Policy Other Public Company Directorships: Starwood Property Trust, Inc. | Mr. Perpall currently serves as Chief Executive Officer of The Beck Group, one of the world’s largest integrated design-build firms, a position he has held since 2013. Mr. Perpall leads the firm’s domestic and international design, planning, and construction business. He recently served as President of the United States Golf Association Executive Committee, completing his term in March 2026. Mr. Perpall has a bachelor’s and master’s degree from the University of Texas at Arlington and is a member of the American Institute of Architects College of Fellows, an alumnus of Harvard Business School’s Advanced Management Program, and a former Americas Fellow at The Baker Institute at Rice University. He previously served as a director of Triumph Bancorp, Inc. SKILLS AND QUALIFICATIONS | | | | | Risk Management/Safety Has extensive experience in an industry where oversight and management of risks related to safety and compliance are mission-critical functions. | | | | Financial Experience serving as a public company audit and investment committee member. | | | | Leadership Thirteen years of service as Chief Executive Officer of The Beck Group. |

  38. Nominees for Election to the Board

    | 2026 Proxy Statement | 19 |

  39. Nominees for Election to the Board

    | JOSHUA COOPER RAMO INDEPENDENT | | | | Age: 57 Director Since: 2011 Committees: Audit and Finance Cyber and Technology Oversight Other Public Company Directorships: None | Mr. Ramo is Chairman and Chief Executive Officer of Sornay, LLC, a strategic advisory firm, a position he has held since January 2021. He previously served as Vice Chairman, Co-Chief Executive Officer, of Kissinger Associates, Inc., a strategic advisory firm, from 2011 through 2020 (he was Vice Chairman since 2011 and Co-Chief Executive Officer since 2015). He served as Managing Director of Kissinger Associates from 2006 to 2011. Prior to joining Kissinger Associates, he was Managing Partner of JL Thornton & Co., LLC, a consulting firm. Before that, he worked as a journalist and served as Senior Editor, Foreign Editor, and then Assistant Managing Editor of TIME Magazine from 1995 to 2003. He previously served as a director of Starbucks Corporation. SKILLS AND QUALIFICATIONS | | | | | International Has been a term member of the Council on Foreign Relations, Asia 21 Leaders Program, World Economic Forum’s Young Global Leaders, and Global Leaders of Tomorrow. He co-founded the U.S.-China Young Leaders Forum in conjunction with the National Committee on U.S.-China Relations. | | | | Leadership Chairman and Chief Executive Officer, Sornay, LLC; former Vice Chairman, Co-Chief Executive Officer, of Kissinger Associates. |

  40. Nominees for Election to the Board

    | SUSAN C. SCHWAB INDEPENDENT | | | | Age: 71 Director Since: 2009 Committees: Compensation and Human Resources Cyber and Technology Oversight Other Public Company Directorships: Caterpillar Inc. and Marriott International, Inc. | Ambassador Schwab is currently Professor Emerita at the University of Maryland School of Public Policy, a position she has held since June 2020. Prior to being named Professor Emerita, Ambassador Schwab was a Professor from January 2009 to May 2020. She has also served as a strategic advisor to Mayer Brown LLP, a law firm, since March 2010. She served as U.S. Trade Representative from 2006 to January 2009 and as Deputy U.S. Trade Representative from 2005 to 2006. She was Vice Chancellor of the University System of Maryland and President and Chief Executive Officer of the University System of Maryland Foundation from 2004 to 2005. Ambassador Schwab was Dean of the University of Maryland School of Public Policy from 1995 to 2003. She was Director of Corporate Business Development of Motorola, Inc., an electronics manufacturer, from 1993 to 1995. She was Assistant Secretary of Commerce for the U.S. and Foreign Commercial Service from 1989 to 1993. Ambassador Schwab also serves as Board Chair of the National Foreign Trade Council. She previously served as a director of The Boeing Company. SKILLS AND QUALIFICATIONS | | | | | International; Government Board Chair of the National Foreign Trade Council, former U.S. Trade Representative and former Director — General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce), the export promotion arm of the U.S. government. | | | | Leadership Former U.S. Trade Representative, former Director — General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce), former President and Chief Executive Officer of the University System of Maryland Foundation, and former Dean of the University of Maryland School of Public Policy. |

  41. Nominees for Election to the Board

    | 20 | |

  42. Nominees for Election to the Board

    | RICHARD W. SMITH | | | | Age: 48 Director Since: 2025 Committees: None Other Public Company Directorships: None | Mr. Smith serves as Chief Operating Officer — International and Chief Executive Officer — Airline of Federal Express, the world’s largest express transportation company, a position he has held since June 2024. Mr. Smith has held a number of other leadership positions during his 20-year career at FedEx, including President and Chief Executive Officer — Airline and International of Federal Express from April 2023 to May 2024; President and Chief Executive Officer of Federal Express from September 2022 to April 2023; President and Chief Executive Officer-Elect of Federal Express from April 2022 to August 2022; Regional President, The Americas and Executive Vice President, Global Support of Federal Express from 2020 to March 2022; Regional President, U.S. and Executive Vice President, Global Support of Federal Express from 2019 to 2020; and President and Chief Executive Officer of FedEx Logistics from July 2017 to 2019. SKILLS AND QUALIFICATIONS | | | | | Transportation/Logistics/Supply Chain Management; Leadership In addition to previously serving as President and Chief Executive Officer of both Federal Express and FedEx Logistics, his FedEx career includes a series of leadership positions in life sciences/healthcare, network planning, and customer solutions. Has helped launch or lead several significant transformation initiatives, including the redesign of the Federal Express international air network through Tricolor. Serves on the board of governors for the International Air Transport Association and the board of directors of Airlines For America. | | | | Energy Led efforts to begin the transformation to an all-electric vehicle fleet at FedEx and enhance the sustainability of the airline in support of the company’s goal of carbon-neutral global operations by 2040. | | | | International Extensive experience in his international leadership over FedEx’s vast global trade, logistics, and airline operations, managing services across more than 220 countries and territories, and led FedEx operations for the U.S. government’s COVID-19 response task force. | | | | Risk Management/Safety Serves as the FedEx accountable executive in accordance with Federal Aviation Administration Safety Management System requirements, holding ultimate responsibility for the safety performance of operations conducted pursuant to the company’s air carrier certificate. |

  43. Nominees for Election to the Board

    | 2026 Proxy Statement | 21 |

  44. Nominees for Election to the Board

    | RAJESH SUBRAMANIAM | | | | Age: 60 Director Since: 2020 Committees: None Other Public Company Directorships: The Procter & Gamble Company | Mr. Subramaniam serves as President and Chief Executive Officer of FedEx Corporation, a position he has held since June 2022. During his more than 30-year tenure with FedEx, Mr. Subramaniam has served in a multitude of leadership roles, including President and Chief Executive Officer-Elect of FedEx Corporation from March 2022 to May 2022, President and Chief Operating Officer of FedEx Corporation from March 2019 to March 2022, President and Chief Executive Officer of Federal Express, the world’s largest express transportation company, from January 2019 to March 2019, and Executive Vice President and Chief Marketing and Communications Officer of FedEx Corporation from January 2017 to December 2018. He served as Executive Vice President of Marketing and Communications at FedEx Services from 2013 to January 2017. He previously served as a director of First Horizon National Corporation. SKILLS AND QUALIFICATIONS | | | | | Transportation/Logistics/Supply Chain Management Over 30 years of experience across the FedEx enterprise in a number of operational leadership roles. Initiated and leads the company’s ongoing transformation initiatives, including Network 2.0 and one FedEx. | | | | International; Leadership Has held leadership roles at FedEx in the Asia-Pacific region and Canada. Serves as Chairman Emeritus of the U.S.-China Business Council, as Vice Chair of the U.S.-India Strategic Partnership Forum, and on the Board of Trustees of the Center for Strategic and International Studies, and board of directors of the Business Roundtable. | | | | Marketing; Retail/E-Commerce Oversaw all aspects of FedEx’s global marketing and communications, including advertising, brand and reputation, product and business development, e-commerce, revenue and forecasting planning, retail marketing, and digital access. | | | | Technological/Digital/Cybersecurity/Risk Management/Safety Responsible for several landmark developments at FedEx, including the continuing digital transformation of the company, and has had an instrumental role in technology advancements to profitably grow the business. |

  45. Nominees for Election to the Board

    | 22 | |

  46. Nominees for Election to the Board

    | PAUL S. WALSH INDEPENDENT | | | | Age: 71 Director Since: 1996 Committees: Compensation and Human Resources (Chair) Governance, Safety, and Public Policy Other Public Company Directorships: McDonald’s Corporation and UPL Ltd. | Mr. Walsh is Executive Chairman of the Board of McLaren Group Limited, a luxury automotive, motorsport, and technology company, a position he has held since January 2020. He also currently serves as an advisor for L.E.K. Consulting, a global strategy consulting firm, and TPG Capital LLP, a private investment firm. Mr. Walsh formerly served as Operating Partner at Bespoke Capital Partners LLC, an investment company, and Executive Chairman of Bespoke Capital Acquisition Corp., in each case from August 2016 until June 2021, and he served as Chairman of the Board of Compass Group PLC, a food service and support services company, from February 2014 to December 2020. Mr. Walsh served as Chief Executive Officer of Diageo plc, a beverage company, from 2000 to June 2013 and then served as an advisor to the company from July 2013 through 2014. Mr. Walsh also is an advisor of Chime Communications Limited. Mr. Walsh was Chairman, President, and Chief Executive Officer of The Pillsbury Company, a wholly owned subsidiary of Diageo plc, from 1996 to 2000, and Chief Executive Officer of The Pillsbury Company from 1992 to 1996. He was previously a director of Avanti Communications Group PLC, Centrica plc, Compass Group PLC, Diageo plc, HSBC Holdings plc, Ontex Group NV, Pace Holdings Corp., RM2 International S.A., TPG Pace Holdings Corp., Unilever PLC, Bespoke Capital Acquisition Corp., and Vintage Wine Estates, Inc. SKILLS AND QUALIFICATIONS | | | | | International Former CEO of a U.K.−based, large multinational corporation; serves on multinational boards. | | | | Financial; Leadership Has held executive finance positions, including CFO of a major division, at a U.K.−based public company; has held leadership roles at various companies, including Diageo plc, The Pillsbury Company. | | | | Marketing; Retail/E-Commerce Led a company that owes much of its growth and success to highly effective marketing of its brands. His consumer-centric experience brings a vital and unique perspective to the Board. | | | | Government Has held executive positions at companies where government interface is crucial. |

  47. Nominees for Election to the Board

    | 2026 Proxy Statement | 23 |

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

    Summary of Director Nominee Experience, Qualifications, Attributes, and Skills Our director nominees bring to the FedEx Board the experience, qualifications, attributes, and skills depicted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list. It is intended to highlight notable areas of focus for each nominee, and not having a mark does not mean that a particular nominee does not possess that experience, qualification, attribute, or skill.

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

    | | | EDMUNDS | ELLISON | GRIFFITH | MARTIN | NORTON | PERPALL | RAMO | SCHWAB | SMITH | SUBRAMANIAM | WALSH | | | Transportation/Logistics/Supply Chain Management Experience is a positive attribute as it greatly increases a director’s understanding of our business operations and its management. | | | | | | | | | | | | | | International Experience is beneficial given our operations in over 220 countries and territories. | | | | | | | | | | | | | | Financial Expertise is important given our use of financial targets as measures of success and the importance of accurate financial reporting and robust internal auditing and controls. | | | | | | | | | | | | | | Marketing Expertise is valuable because we emphasize promoting and protecting the FedEx brand, one of our most important assets. | | | | | | | | | | | | | | Retail/E-Commerce Expertise is significant because we are strategically focused on the opportunity presented by this massive and fast-growing market. | | | | | | | | | | | | | | Technological/Digital/Cybersecurity Expertise is beneficial because attracting and retaining customers and competing effectively depend in part upon the sophistication, security, and reliability of FedEx data and technology. | | | | | | | | | | | | | | Energy Expertise is important as we are committed to protecting the environment and have initiatives under way to reduce our energy use and minimize our environmental impact. | | | | | | | | | | | | | | Human Resource Management Expertise is important because our success depends on the talent, dedication, and well-being of our people — our greatest asset. | | | | | | | | | | | | | | Government Experience is useful in our highly regulated industry as we work constructively with governments around the world. | | | | | | | | | | | | | | Risk Management/Safety Expertise is important as we work to identify and manage risks to our business and operations in a complex global environment. | | | | | | | | | | | | | | Leadership Experience is critical because we want directors with the experience and confidence to capably advise our senior management team on a wide range of issues. | | | | | | | | | | | |

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

    Audit Committee Financial Expert The Board of Directors has determined that Mark A. Edmunds is an audit committee financial expert as that term is defined in SEC rules.

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

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

    Director Independence The Board of Directors has determined that each member of the Audit and Finance, Compensation and Human Resources, and GSPP Committees is independent. With the exception of R. Brad Martin, Rajesh Subramaniam, and Richard W. Smith, each of the Board’s current members and director nominees (Mark A. Edmunds, Marvin R. Ellison, Susan Patricia Griffith, Amy B. Lane, Nancy A. Norton, Frederick P. Perpall, Joshua Cooper Ramo, Susan C. Schwab, and Paul S. Walsh) is independent and meets the applicable independence requirements of the New York Stock Exchange (including the additional New York Stock Exchange and SEC requirements for Audit and Finance Committee and Compensation and Human Resources Committee members, as applicable, with respect to current committee members) and the Board’s more stringent standards for determining director independence. Mr. Martin is FedEx’s Executive Chairman, Mr. Subramaniam is FedEx’s President and Chief Executive Officer, and Mr. R.W. Smith is Federal Express’s Chief Operating Officer — International and Chief Executive Officer — Airline. Silvia Davila served as a director during fiscal 2026 and resigned from the Board effective June 8, 2026, and Stephen E. Gorman served as a director during fiscal 2026 and resigned from the Board effective June 1, 2026. The Board had previously determined that each of Ms. Davila and Mr. Gorman was independent. Under the Board’s standards of director independence, which are included in FedEx’s Corporate Governance Guidelines, available under the Governance heading on the Investor Relations page of our website at investors.fedex.com, a director will be considered independent only if the Board affirmatively determines that the director has no direct or indirect material relationship with FedEx, other than as a director. The standards set forth certain categories or types of transactions, relationships, or arrangements with FedEx, as follows, each of which (i) is deemed not to be a material relationship with FedEx, and thus (ii) will not, by itself, prevent a director from being considered independent: Prior Employment of Director. The director was employed by FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended. Prior Employment of Immediate Family Member. An immediate family member was an officer of FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended. Current Employment of Immediate Family Member. An immediate family member is employed by FedEx in a non-officer position, or by FedEx’s independent auditor not as a partner and not personally working on FedEx’s audit. Interlocking Directorships. An executive officer of FedEx served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended. Transactions and Business Relationships. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that makes or has made payments to, or receives or has received payments (other than contributions, if the company is a tax-exempt organization) from, FedEx for property or services, and the amount of such payments has not within any of such other company’s three most recently completed fiscal years exceeded one percent (or $1 million, whichever is greater) of such other company’s consolidated gross revenue for such year. Indebtedness. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that is indebted to FedEx or to which FedEx is indebted, and the aggregate amount of such debt is less than one percent (or $1 million, whichever is greater) of the total consolidated assets of the indebted company. Charitable Contributions. The director is a trustee, fiduciary, director, or officer of a tax-exempt organization to which FedEx contributes, and the contributions to such organization by FedEx have not within any of such organization’s three most recently completed fiscal years exceeded one percent (or $250,000, whichever is greater) of such organization’s consolidated gross revenue for such year. In determining each director’s independence, the Board broadly considered all relevant facts and circumstances, including the following immaterial transactions, relationships, and arrangements: Mr. Ellison serves 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 fiscal 2026 represented 3.7% of the University’s consolidated gross revenue for the year. The payments and charitable contributions made by FedEx to the University of Memphis in its fiscal 2025 and 2024 represented 1.1% and 1.9%, respectively, of the University’s consolidated gross revenue for the year. The Board determined that Mr. Ellison is an independent director under the Board’s independence standards as he does not have a direct or indirect material relationship with either FedEx or the University of Memphis, other than as a director or trustee, and does not derive any financial or other personal benefit from these transactions.

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

    | 2026 Proxy Statement | 25 |

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

    FedEx has an ordinary course business relationship with Lowe’s Companies, Inc., an entity for which Mr. Ellison has served as Chairman of the Board since June 2021 and President and Chief Executive Officer and as a director since July 2018. The amount of the payments made by FedEx to Lowe’s (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year. FedEx has an ordinary course business relationship with The Progressive Corporation, an entity for which Ms. Griffith has served as President and Chief Executive Officer and as a director since July 2016. The amount of the payments made by FedEx to Progressive (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year. FedEx has an ordinary course business relationship with McLaren Group Limited, an entity for which Mr. Walsh has served as Executive Chairman of the Board since January 2020. The amount of the payments made by McLaren to FedEx within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year. Related Person Transactions In accordance with the company’s Policy on Review and Preapproval of Related Person Transactions, which is described in more detail below in “— Board Processes and Policies — Policy on Review and Preapproval of Related Person Transactions,” the GSPP Committee has reviewed and approved the following new and existing related person transactions and determined that they remain in the best interests of FedEx and our stockholders: Mr. Subramaniam’s brother is employed by Federal Express as a manager of information technology. Mr. R.W. Smith’s sister is employed by FedEx as a staff director of global public policy. In June 2024, Frederick W. Smith, our former Executive Chairman and Chairman of the Board, purchased a Challenger 650 aircraft (“Aircraft”) through a wholly owned limited liability company (“Aircraft Owner”) for personal use. Following approval by the GSPP Committee and independent members of the Board in July 2024, FedEx entered into the following agreements, effective August 1, 2024, relating to the Aircraft: (1) a dry lease with the Aircraft Owner (“Dry Lease”), which obligated FedEx to arrange for protection and maintenance of the Aircraft and permitted FedEx to use the Aircraft for FedEx business purposes; and (2) a flight support and flight crew services agreement with Mr. Smith (“Support Agreement” and, together with the Dry Lease, the “Aircraft Agreements”) covering expenses related to Mr. Smith’s personal use of the Aircraft. Under the Dry Lease, the Aircraft Owner paid FedEx for actual expenses incurred by FedEx to protect and maintain the Aircraft and a monthly fee for services performed by FedEx personnel. If FedEx uses the Aircraft for FedEx business, FedEx is required to pay an hourly rental rate to the Aircraft Owner, based on operating costs of the Aircraft and the fair market dry lease rate for similar aircraft. Under the Support Agreement, FedEx provided operational support of the Aircraft, and Mr. Smith paid FedEx for operating expenses, flight crew expense, services provided by FedEx personnel, and trip planning services. The financial terms of the Aircraft Agreements were determined on an arms-length basis based upon an analysis of market rates for flight crews and charter flights for comparable aircraft and FedEx’s operating costs. Following Mr. Smith’s unexpected passing, in July 2025 FedEx entered into a new dry lease with the Aircraft Owner (the “New Dry Lease”) and a new flight support and flight crew services agreement with Stacey D. Smith, the mother of Richard W. Smith and member of the Aircraft Owner (the “New Support Agreement” and, together with the New Dry Lease, the “New Aircraft Agreements”), to allow Mr. Smith’s family to continue to use the Aircraft. The substantive terms of the New Aircraft Agreements are identical to those in the Aircraft Agreements. The GSPP Committee approved the New Aircraft Agreements. For services provided in fiscal 2026, the Aircraft Owner paid FedEx $1,125,078 pursuant to the New Dry Lease and Mrs. Smith paid FedEx $1,578,223 pursuant to the New Support Agreement. FedEx did not use the Aircraft for FedEx business and did not make any payments to the Aircraft Owner pursuant to the Dry Lease during fiscal 2026. Pursuant to FedEx’s executive security procedures (which are consistent with recommendations of an independent outside security consultant and reviewed annually by the Compensation and Human Resources Committee), FedEx provided Mr. Smith with security services and equipment, including home security systems and residential security patrols and provided personal security services. Following Mr. Smith’s passing, FedEx continued to provide security services and equipment for the primary residence of Stacey D. Smith during fiscal 2026, and the cost for such security services was fully reimbursed by Mrs. Smith. Mrs. Smith paid FedEx $330,825 for security services in fiscal 2026. Additionally, the following related person transactions took place during fiscal 2026: 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. R.W. Smith paid FedEx $418,861 during fiscal 2026 in connection with certain personal use of corporate aircraft. The total annual compensation of each of Mr. Subramaniam’s brother and Mr. R.W. Smith’s sister, for fiscal 2026 (including any incentive compensation and the Black-Scholes value of any stock option award) did not, individually, exceed $407,700. Agreements with FedEx Freight Holding Company, Inc. On June 1, 2026, FedEx completed the previously announced tax-free spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) into a new publicly traded company (the “Spin-Off”).

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

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

    In connection with the Spin-Off, FedEx distributed approximately 80.1% of total outstanding shares of FedEx Freight’s common stock on a pro rata basis to the holders of FedEx common stock as of the record date of the Spin-Off, and retained up to 19.9% of the remaining outstanding shares of FedEx Freight common stock. In addition, Mr. Martin, our executive Chairman and Chairman of the Board, serves as the Chairman of the Board of FedEx Freight. In order to govern the ongoing relationships between FedEx and FedEx Freight after the Spin-Off and to facilitate an orderly separation and transition, FedEx and FedEx Freight entered into agreements prior to the Spin-Off providing for various services and rights following the Spin-Off, and under which the parties agreed to indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements entered into with FedEx Freight. Separation and Distribution Agreement On May 28, 2026, the Company and FedEx Freight entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”). The Separation and Distribution Agreement sets forth our agreements with FedEx Freight regarding the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between the parties following the Spin-Off, including procedures with respect to claims subject to indemnification and related matters. Following the Spin-Off, FedEx Freight has remaining guarantees provided by or through FedEx Freight for our benefit. Transition Services Agreement On May 31, 2026, the Company and FedEx Freight entered into a Transition Services Agreement (the “Transition Services Agreement”). The Transition Services Agreement governs all matters relating to the provision of services between FedEx and FedEx Freight on a transitional basis. The services FedEx receives include support for order creation, customer data management, marketing, clearance, data and analytics, and other functions, as well as the technology operations and support technologies required for those functions. These services will be provided for a limited time, generally for no longer than two years following the Spin-Off, and will be provided for specified fees, which are generally based on existing allocation models and/or on a cost/cost-plus basis. Tax Matters Agreement On May 31, 2026, the Company and FedEx Freight entered into a Tax Matters Agreement (the “Tax Matters Agreement”). The Tax Matters Agreement governs the respective rights, responsibilities, and obligations between FedEx and FedEx Freight with respect to all tax matters (excluding employee-related taxes covered under the Employee Matters Agreement), in addition to certain restrictions which generally prohibit us from taking or failing to take any action in the two-year period following the Spin-Off that would prevent the Spin-Off from qualifying as tax-free for U.S. federal income tax purposes, including limitations on our ability to pursue certain strategic transactions. Additionally, in order to preserve the tax-free status of the Spin-Off and certain related transactions for U.S. federal income tax purposes, FedEx must generally dispose of its retained shares of FedEx Freight common stock within 24 months of the completion of the Spin-Off. The Tax Matters Agreement specifies the portion of tax liability for which the Company will bear contractual responsibility, and FedEx and FedEx Freight each agree to indemnify each other against any amounts for which such indemnified party is not responsible. Employee Matters Agreement On May 31, 2026, the Company and FedEx Freight entered into an Employee Matters Agreement (the “Employee Matters Agreement”). The Employee Matters Agreement governs the respective rights, responsibilities, and obligations between FedEx and FedEx Freight with respect to employment and employee compensation and benefits matters, including with respect to severance, workers’ compensation, paid time off, and sharing of employee records and information. The Employee Matters Agreement will also address the allocation and treatment of assets and liabilities relating to FedEx and FedEx Freight current and former employees and the assets and liabilities of the compensation and benefit plans and programs in which the current and former employees participate. Except as specifically provided in the Employee Matters Agreement, FedEx has generally retained assets and liabilities under FedEx-sponsored employee compensation and benefits plans and FedEx Freight has generally assumed assets and liabilities under FedEx Freight-sponsored employee compensation and benefits plans, provided that FedEx Freight will assume certain assets and liabilities related to periods of service prior to the Spin-Off under FedEx-sponsored employee compensation and benefits plans associated with FedEx Freight employees as well as current FedEx employees that transferred to FedEx Freight in connection with the Spin-Off. The Employee Matters Agreement also addresses the liabilities and responsibilities related to annual cash bonus incentives, long-term cash bonus incentives, severance and vacation, and paid time-off benefits.

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

    | 2026 Proxy Statement | 27 |

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

    Intellectual Property Cross-License Agreement On May 31, 2026, FedEx and certain subsidiaries thereof, on the one hand, and FedEx Freight and a subsidiary thereof, on the other hand, entered into an Intellectual Property Cross-License Agreement (the “Intellectual Property Cross-License Agreement”). Under the Intellectual Property Cross-License Agreement, FedEx and the subsidiaries named therein, on the one hand, and the applicable subsidiary of FedEx Freight, on the other hand, will grant and receive licenses to and from each other in respect of certain patents, know-how, and copyrights. The Intellectual Property Cross-License Agreement will remain in effect on a licensed-patent-by-licensed-patent and licensed-copyright-by-licensed-copyright basis until expiration, invalidation, or abandonment thereof and with respect to all other licensed intellectual property, in perpetuity. The Intellectual Property Cross-License Agreement will generally not be terminable. In addition, the agreement is not assignable by either party without the other party’s consent other than to (i) an affiliate or (ii) a third party in connection with the sale, separation, divestiture, disposition, or other ceasing to control of the applicable portion of the assets or businesses of the licensee to which the Intellectual Property Cross-License Agreement relates. Trademark License Agreement On May 31, 2026, Federal Express and a wholly owned subsidiary of FedEx Freight (“Freight Holding”) entered into a Trademark License Agreement (the “Trademark License Agreement”). Under the Trademark License Agreement, FedEx granted to FedEx Freight a license to continue to use certain names, trademarks, and brands owned by Federal Express or its affiliates, including the “FedEx Freight” name and mark, in connection with the FedEx Freight business as conducted prior to the effective time of the Spin-Off in the United States, Canada, and Mexico. The license granted to Freight Holding under the Trademark License Agreement will be for an initial term of five years from the effective time, and will automatically renew annually in one-year increments for up to an additional five years unless either party provides the other with notice of its election not to renew, and will not otherwise be terminable by Federal Express other than in connection with a material uncured breach by Freight Holding, bankruptcy of Freight Holding, or a change of control of FedEx Freight or Freight Holding. In addition, the agreement is not assignable by Freight Holding without the consent of Federal Express. Stockholder and Registration Rights Agreement On May 31, 2026, the Company and FedEx Freight entered into a Stockholder and Registration Rights Agreement (the “Stockholder and Registration Rights Agreement”). Under the Stockholder and Registration Rights Agreement FedEx Freight has agreed that, upon the request of FedEx, it will use its reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of FedEx Freight common stock retained by FedEx. In addition, FedEx has agreed to vote any shares of FedEx Freight common stock that it retains immediately after the Spin-Off in proportion to the votes cast by FedEx Freight’s other stockholders. In connection with the agreement, FedEx has granted FedEx Freight a proxy to vote its shares of FedEx Freight common stock in such proportion. This proxy, however, will be automatically revoked as to any particular share upon any sale or transfer of such share from FedEx to a person other than FedEx, and neither the Stockholder and Registration Rights Agreement nor the proxy will limit or prohibit any such sale or transfer.

  59. Directors’ Compensation

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS IN LIEU OF CASH RETAINER ($)(2) | RSU AWARDS ($)(3)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | S. Davila(6) | 70,468 | 69,881 | 194,956 | 10,798 | 346,103 | | M.R. Ellison | 100,468 | 69,881 | 194,956 | — | 365,305 | | S.E. Gorman(7) | 140,349 | — | 194,956 | — | 335,305 | | S.P. Griffith | 75,350 | 139,999 | 194,956 | — | 410,305 | | A.B. Lane | 140,349 | — | 194,956 | — | 335,305 | | N.A. Norton | 165,349 | — | 194,956 | — | 360,305 | | F.P. Perpall | 140,349 | — | 194,956 | — | 335,305 | | J.C. Ramo | 350 | 139,999 | 194,956 | — | 335,305 | | S.C. Schwab | 70,468 | 69,881 | 194,956 | — | 335,305 | | P.S. Walsh | 165,349 | — | 194,956 | — | 360,305 |

  60. Compensation Discussion and Analysis

    Compensation Discussion and Analysis In this section we discuss and analyze the compensation of our principal executive officer, principal financial officer, and our three other most highly compensated executive officers (the “named executive officers”) for the fiscal year ended May 31, 2026. For additional information regarding compensation of the named executive officers, see “— Summary Compensation Table” and the other compensation-related tables and disclosure below. Stockholder Engagement Focus — 2025 Say-on-Pay Advisory Vote Result We have a long history of engaging with our stockholders and responding to their feedback. We value the perspectives of our investors and regularly engage with them regarding our business strategy, corporate governance, and executive compensation programs. The Compensation & HR Committee considers the feedback received through these discussions, together with the results of our annual advisory vote on executive compensation, in its ongoing review of our compensation philosophy, programs, and practices. Stockholders have historically expressed strong support for our executive compensation program, with average Say-on-Pay support of approximately 91% from 2022 through 2024. Following the 63% support received for our 2025 Say-on-Pay proposal, the Compensation & HR Committee conducted extensive outreach to better understand stockholder perspectives and carefully considered that feedback in its evaluation of our executive compensation and governance practices. Since the 2025 annual meeting, we reached out to stockholders representing approximately 40% of our outstanding shares and engaged with 25 different stockholders that collectively represented approximately 38% of our outstanding shares to solicit feedback on our compensation program, better understand the reasons behind the 2025 advisory vote on executive compensation outcome, and discuss potential changes to our executive compensation program for consideration by the Compensation & HR Committee. Our stockholder engagement effort included members of our Board, including R. Brad Martin, Executive Chairman and Chairman of the Board; Susan Patricia Griffith, our Lead Independent Director and Chair of the GSPP Committee; and/or Paul S. Walsh, Chair of our Compensation & HR Committee. These conversations also included members of management from our Human Resources, Investor Relations, and Legal teams. Based on discussions with major stockholders, we believe the primary driver of last year’s vote was the separation package granted to Sriram Krishnasamy, who stepped down as Executive Vice President, Chief Digital and Information Officer and Chief Transformation Officer effective July 17, 2025, and separated from the Company on October 31, 2025. In response to the 2025 executive compensation advisory vote and feedback received following engagement with stockholders, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved an Executive Severance Plan, which incorporates stockholder feedback and will govern all future separations with executive officers. The Executive Severance Plan provides: A standardized and transparent framework for benefits received upon qualifying terminations;

  61. Compensation Discussion and Analysis

    Clearly defined, market competitive cash severance and equity treatment provisions upon qualifying terminations; Greater consistency and predictability in executive separation benefits; and Alignment with the Company’s commitment to strong compensation governance and responsiveness to stockholder feedback. See page 68 below for additional information on the Executive Severance Plan. Stockholder Feedback Related To Executive Compensation

  62. Compensation Discussion and Analysis

    | What We Heard | How We Responded | | Severance Policy and Equity Award Vesting | | | Stockholders inquired about severance policies, and particularly the severance package for a former named executive officer, with a focus on: Total value of severance payments Value and type of payments that may be made in any specific type of separation Discretionary acceleration of vesting of equity awards | The Board and Compensation and HR Committee approved an Executive Severance Plan, effective July 20, 2026, which will apply to all future executive officer separations. The plan was created to: Provide clarity and certainty on the value and severance compensation to be received by executive officers upon any type of separation Govern all separations between the company and executive officers, including in a change of control Govern the treatment of equity awards in any future executive officer separation | | Discretionary Retention Awards | | | Stockholders shared feedback on their views of the use of discretionary retention awards | No discretionary retention awards were made in FY26 | | Tax-related Impacts to Restricted Stock Awards | | | Stockholders sought to understand the Company’s practice of paying taxes on restricted stock awards | Beginning in TY 2026, we will no longer pay taxes on restricted stock awards. Instead, we have shifted to granting restricted stock unit (“RSU”) awards, with no related tax payment; recipients will be responsible for payment of the taxes upon settlement of the restricted stock units | | Financial Metrics Included in Annual Incentive Compensation | | | Stockholders expressed a preference for more than one financial or key business metric in annual incentive compensation | Adopted three financial and key business metrics for fiscal 2026 AIC plan |

  63. Compensation Discussion and Analysis

    Equity Incentive Industry Leadership Program In June 2025, the Board, upon the recommendation of the Compensation & HR Committee, approved the Equity Incentive Industry Leadership Program to support the continued execution of FedEx’s strategy and reinforce a distinct, multi-year transformation objective. The program links compensation to sustained operating margin expansion through fiscal 2028 — a key measure of successful transformation execution and long-term value creation that extends beyond the objectives and performance periods of FedEx’s annual and long-term incentive programs. Approximately 80 senior vice presidents and above participated in the program, establishing broad-based alignment around this critical strategic objective. The Equity Incentive Industry Leadership Program consisted of one-time grants of restricted stock and PSUs. The restricted stock awards are intended to support leadership continuity over a sustained period of time, while the PSUs vest based on the achievement of significant adjusted operating margin expansion through fiscal 2028, directly aligning executive rewards with long-term stockholder value creation. The Compensation & HR Committee and the Board considered the following key factors when designing the Equity Incentive Industry Leadership Program: Focus on operating margin expansion at Federal Express Corporation, excluding the FedEx Freight segment, a key measure of the successful execution of FedEx’s transformation strategy and long-term value creation. Strong pay-for-performance, with participants realizing value only if FedEx achieves meaningful adjusted operating margin improvement over a 3-year period relative to fiscal 2025 performance levels. Alignment with stockholders, denominating and paying awards in shares, with value rising and falling with share price over a multi-year period. Transition Year (“TY”) 2026 Compensation Plans To facilitate the transition to a calendar-year fiscal year and align FedEx’s compensation program with its future fiscal calendar, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved a Transition Year 2026 Annual Incentive Compensation Plan (“TY 2026 AIC Plan”) and Transition Year 2026 Equity Incentive Compensation Plan (“TY 2026 Equity Plan”). The Compensation & HR Committee designed the TY 2026 compensation programs to maintain continuity in FedEx’s pay-for-performance philosophy while reflecting the abbreviated seven-month performance period. Annual incentive opportunities and equity award values are proportionate to the shortened performance period. The Committee determined that stock options and restricted stock units (“RSUs”) provided an appropriate transitional long-term incentive structure that preserved alignment with stockholder interests while avoiding overlap with existing long-term incentive plan performance cycles during the fiscal-year transition. TY 2026 AIC Plan: Adopted a simplified seven-month annual incentive plan weighted 90% adjusted consolidated operating income and 10% on-time enterprise service performance, with prorated incentive opportunities. TY 2026 Equity Plan: Granted prorated RSUs and stock options that vest over three years to maintain long-term stockholder alignment while avoiding overlapping performance cycles during the fiscal-year transition. The Compensation & HR Committee will evaluate the elements of our executive compensation program, including the mix of time-based and performance-based pay elements, for future years at the beginning of fiscal 2027. Compensation Programs, In Summary Fiscal 2026 was a transformational year for FedEx, marked by strong business performance, the successful execution of significant strategic initiatives, including the FedEx Freight Spin-Off, and the Company’s transition to a calendar-year fiscal year. Given the unique combination of transformation initiatives, corporate restructuring, and fiscal-calendar changes occurring during the year, the Compensation & HR Committee determined that multiple compensation vehicles were necessary to address distinct performance objectives, recognize extraordinary achievements, support future strategic execution, and preserve the Company’s longstanding pay for-performance philosophy. The following table summarizes the purpose and design of the principal compensation programs that contributed to fiscal 2026 compensation outcomes.

  64. Compensation Discussion and Analysis

    | COMPENSATION PROGRAM | PURPOSE | FORM | TIMELINE | | Base Salary | Provide sufficient fixed cash income to retain and attract these highly marketable executive officers in a competitive market for executive talent. | Cash | 1 Year | | Fiscal 2026 AIC Plan | Reward annual financial and operational performance and reinforce accountability for achieving key business objectives, including profitability, service performance, and transformation-related cost savings. | Cash | 1 Year | | FY24-FY26 LTI Cash Plan | Align executive compensation with sustained financial performance and long-term stockholder value creation by rewarding achievement of multi-year earnings growth, returns, and relative stockholder returns. | Cash | 3 Years | | Long-Term Equity Incentives | Further align executive incentives with long-term stock price appreciation and encourage retention of key executives. | Stock Options and Restricted Stock | 4 Years | | Special Cash Bonus | Recognize the collective efforts of a broad leadership team in delivering extraordinary financial performance and successfully executing significant transformation and strategic initiatives that extended beyond the outcomes reflected in FedEx’s regular annual and long-term incentive programs, despite challenging macroeconomic and industry conditions. | Cash | One-Time | | Equity Incentive Industry Leadership Program | Reinforce management accountability for achieving sustained operating margin expansion, support leadership continuity, and drive continued execution of FedEx’s long-term transformation strategy through a distinct multi-year performance objective. | PSUs and Restricted Stock | Through FY2028 | | TRANSITION PERIOD PLANS | | | | | TY 2026 AIC Plan June 2026-Dec. 2026 | Facilitate FedEx’s transition from a May 31 fiscal year-end to a December 31 fiscal year-end while maintaining continuity in the Company’s pay-for-performance philosophy during the seven-month transition period. | Cash | 7 Months | | TY 2026 Equity Plan 3 yr vesting, June 2026 | Facilitate the transition to FedEx’s new fiscal calendar by providing a prorated long-term equity incentive opportunity that preserves stockholder alignment and executive retention while avoiding overlapping long-term performance cycles. | Stock Options and RSUs | 3 Years |

  65. Compensation Discussion and Analysis

    Market Benchmarking We use external survey data solely as a market reference point to assess the competitiveness of our compensation programs. The target compensation levels of our named executive officers are not designed to correspond to a specific percentile of compensation in those surveys. Instead, our analysis considers multiple market reference points for the analyzed positions to provide us with a reasonable range around which to focus. For the fiscal 2026 executive compensation review, we considered survey data published by two major consulting firms engaged by the company: Willis Towers Watson and Aon Consulting. Each consulting firm provided target compensation data for general industry companies (excluding financial services companies), including U.S. and multinational companies, in its respective database with annual revenues between $40 billion and $185 billion. These companies are listed in Appendix B. Additionally, in connection with our analysis of market data regarding chief executive officer compensation, we considered data of 20 companies ranked closely to FedEx on the Fortune 100 list, which is intended to provide market data, information, and context from large companies similar in size (as assessed primarily by revenues) across a range of industries. General industry companies, including U.S. and multinational companies, is the appropriate comparison category because our executive officers 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 (124 companies for fiscal 2026) 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 executive officers.

  66. Clawback Policies

    Other than services provided to the Compensation & HR Committee, the consultant does not perform any services for FedEx. 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 & HR Committee or any executive officer of FedEx during fiscal 2026; and No adviser of the consultant directly owns, or directly owned during fiscal 2026, any FedEx stock. Accordingly, the Compensation & HR 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. The Committee preapproval is required for any services to be provided to the company by the Committee’s independent compensation consultant. This ensures that the consultant maintains the highest level of independence from the company, in both appearance and fact. The Chief Executive Officer, who attends most meetings of the Compensation & HR Committee by invitation of the Committee’s chair, assists the Committee in determining the compensation of all other executive officers by, among other things: Approving any annual merit increases to the base salaries of the executive officers who report to him within limits established by the Committee; Approving, as needed, any special base salary adjustments designed to maintain market competitiveness, within limits established by the Committee; Establishing annual individual performance objectives for the executive officers who report to him and evaluating their performance against such objectives (the Committee reviews these performance evaluations); and Making recommendations, from time to time, for special stock option, restricted stock, or other equity-based grants (e.g., for motivational or retention purposes) to other executive officers. During fiscal 2026, the other executive officers did not have a role in determining their own compensation, other than discussing their annual individual performance objectives and results achieved with the Chief Executive Officer (except Mr. Subramaniam, who reports to the Board of Directors). Compensation Components 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 executive officers in a competitive market for executive talent. The base salaries of our executive officers are reviewed and adjusted (if appropriate) at least annually to reflect, among other things, economic conditions, base salaries of the officers relative to one another, overall market competitiveness, and the internal salary ranges for the officer’s level. Following our annual executive compensation review and a market data analysis by the Compensation & HR Committee’s independent consultant, in July 2025 the independent directors, based upon the recommendation of the Compensation & HR Committee, approved increasing Mr. Subramaniam’s annual base salary by 5% to $1,575,000, effective October 1, 2025 in order to better align with market. Additionally, effective October 1, 2025, the base annual salary for each of the other named executive officers other than Messrs. Talwar and Krishnasamy was increased by 3%. As a result, the base salaries of our named executive officers effective October 1, 2025, were as follows:

  67. Fiscal 2026 AIC Plan

    | PERFORMANCE METRICS | TARGET WEIGHTING | MAXIMUM ACHIEVEMENT | | Adjusted consolidated operating income | 50% | 150% | | Incremental structural cost reduction benefits from DRIVE and Network 2.0 | 25% | 100% | | On-time enterprise service performance (excluding FedEx Freight) | 25% | 100% |

  68. Fiscal 2026 AIC Plan

    | NAME | TARGET PAYOUT (AS A PERCENTAGE OF BASE SALARY) | | R. Subramaniam | 200% | | J.W. Dietrich | 120% | | V. Talwar | 120% | | B.A. Carere | 120% | | T.B. Brightman | 120% | | S. Krishnasamy(1) | — |

  69. Fiscal 2026 AIC Plan Performance and Payouts

    Fiscal 2026 AIC Plan Performance and Payouts The following table shows the threshold, target, and maximum objectives for each performance metric as well as our actual performance. The actual AIC plan payout ranges on a sliding scale based upon the performance of the company against our financial performance objectives.

  70. Fiscal 2026 AIC Plan Performance and Payouts

    | COMPANY PERFORMANCE MEASURE | THRESHOLD | TARGET | MAXIMUM | ACTUAL | | Adjusted Consolidated Operating Income(1)(2) | $5,193 | $5,823 | $6,390 | $6,611 | | Incremental Structural Cost Reduction Benefits(1) | > $500 | > $1,000 | > $1,000 | > $1,000 | | On-time Enterprise Service Performance (excluding FedEx Freight) | 95.25% | 96.25% | 96.25% | 95.50% |

  71. Fiscal 2026 AIC Plan Performance and Payouts

    (1) In millions. (2) As discussed above, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of certain items from actual adjusted consolidated operating income for purposes of the fiscal 2026 AIC plan. See Appendix C for a reconciliation of fiscal 2026 adjusted consolidated operating income to the most directly comparable GAAP measure. The following table sets forth the actual fiscal 2026 AIC plan payout for each named executive officer as compared to his or her target AIC payout:

  72. Fiscal 2026 AIC Plan Performance and Payouts

    | NAME | TARGET AIC PAYOUT ($) | ACTUAL AIC PAYOUT ($) | | R. Subramaniam | 3,100,000 | 3,487,500 | | J.W. Dietrich | 1,193,360 | 1,302,254 | | V. Talwar(1) | 859,091 | 966,477 | | B.A. Carere | 1,055,197 | 1,187,097 | | T.B. Brightman | 851,994 | 958,493 | | S. Krishnasamy(2) | — | — |

  73. Fiscal 2026 AIC Plan Performance and Payouts

    (1) Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025. His 2026 AIC plan payout was prorated based on his start date. (2) Mr. Krishnasamy, who separated from FedEx effective October 31, 2025, was not eligible to receive a fiscal 2026 AIC payout under the terms of his Separation and Release Agreement with FedEx executed on August 10, 2025. LTI Cash Program The LTI cash program provides a long-term cash payment opportunity to members of management, including the named executive officers, based upon achievement of long-term objectives for financial and stock price performance. The primary objective of our LTI program is to motivate management to contribute to our future success and to build long-term stockholder value and reward them accordingly. The FY24-FY26 LTI plan and other active LTI plans are described below.

  74. FY24-FY26 LTI Plan

    FY24-FY26 LTI Plan The FY24-FY26 LTI plan included three financial performance metrics: (1) adjusted aggregate EPS growth for the respective three-fiscal-year period, weighted at 50% of the total payout opportunity; (2) average ROIC growth over the respective three-fiscal-year period, weighted at 25% of the total payout opportunity; and (3) relative TSR for the respective three-fiscal-year period, weighted at 25% of the total payout opportunity. The maximum payout, if maximum attainment is achieved for all metrics under the active LTI plans, is 200%.

  75. FY24-FY26 LTI Plan

    | 2026 Proxy Statement | 57 |

  76. FY24-FY26 LTI Plan

    EPS The Compensation & HR Committee and Board of Directors determined that EPS was an appropriate financial metric for the FY24-FY26 LTI plan given that growth in EPS strongly correlates to long-term stock price appreciation. Payouts under the EPS component of the FY24-FY26 LTI plan were determined as follows: No payment unless the three-year average annual adjusted aggregate EPS growth rate (“EPS growth rate”) is at least 5%; Target payout if the EPS growth rate is 12.5%; Above-target payout if the EPS growth rate is above 12.5%, up to an amount equal to 150% of the target payout if the EPS growth rate is 15.0%; Above-target payout if the EPS growth rate is above 15.0%, up to a maximum amount (equal to 200% of the target payout) if the EPS growth rate is 20.0% or higher; and Below-target payout if the EPS growth rate is below 12.5%, down to a threshold amount (equal to 25% of the target payout) if the EPS growth rate is 5%. ROIC The second metric selected for the FY24-FY26 plan is ROIC, an indicator of the effectiveness and efficiency of our long-term capital investments. The ROIC metric measures the average growth in ROIC over a three-fiscal-year period (“average ROIC growth”) from a fiscal 2023 ROIC baseline for purposes of the FY24-FY26 LTI plan. For purposes of the FY24-FY26, FY25-FY27 and FY26-FY28 plans, annual ROIC is calculated as adjusted consolidated operating income, after taxes, for the fiscal year divided by average invested capital. For purposes of the ROIC calculation, (1) adjusted consolidated operating income is calculated as consolidated operating income excluding items not reflective of our core financial performance that may be approved for exclusion for the applicable fiscal year by the Board of Directors, based upon the recommendation of the Compensation & HR Committee; and (2) average invested capital is calculated as the average of the current and prior fiscal year-end balances of long-term debt, including current portion, and total common stockholders’ investment. No payout unless average ROIC growth is at least 60 basis points; Target payout if average ROIC growth is 120 basis points; Above-target payout if average ROIC growth is above 120 basis points, up to 250 basis points (equal to 150% of the target payout); Above-target payout if average ROIC growth is above 250 basis points, up to a maximum amount (equal to 200% of the target payout) if average ROIC growth is 370 basis points or higher; and Below-target payout if average ROIC growth is below 120 basis points, down to a threshold amount (equal to 25% of the target payout) if average ROIC is at the threshold objective. Relative TSR The third metric in the FY24-FY26 LTI plan, relative TSR, was chosen to directly align executive compensation with stockholder returns. The relative TSR metric measures the total return on an investment in FedEx stock to an investor (stock price appreciation plus dividends) compared to the total return of the stock of the companies in the S&P 500 Index over a three-fiscal-year period. If our TSR over the three-fiscal-year period is negative, there will be no payout, regardless of performance against the companies in the S&P 500 Index. Payouts under the relative TSR component of the FY24-FY26 LTI plan were determined as follows: No payment if relative TSR is 0 percentile; Target payout if relative TSR is 50th percentile; Above-target payout if relative TSR is above 50th percentile, up to a maximum amount (equal to 200% of the target payout) if relative TSR is 75th percentile or higher; Below-target payout if relative TSR is below 50th percentile, down to threshold amount (equal to 50% of the target payout) if relative TSR is 25th percentile or higher; and Below-target payout if relative TSR is below 25th percentile, down to threshold.

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

    Mark-to-Market Retirement Plans Accounting and Other Adjustments to EPS and ROIC for LTI Plan Purposes The FY24-FY26 LTI plan, as well as all active LTI plans, include the achievement of EPS goals for the three-fiscal-year period as the most heavily weighted performance metric. The LTI plan design provides for payouts for the EPS plan component that

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

    | 58 | |

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

    correspond to specific EPS goals established by the Board of Directors that represent total growth in EPS (over a base year) for the three-year term of the LTI plan. The mark-to-market retirement plans accounting adjustments (“MTM Adjustments”), which reflect year-end and other adjustments to the valuation of the company’s defined benefit pension and other postretirement plans, can vary dramatically from year-to-year, as they are significantly impacted by changes in interest rates and the financial markets that are outside of management’s control and not reflective of underlying business performance. As a result, the Board of Directors, upon the recommendation of the Compensation & HR Committee, previously determined that MTM Adjustments will be excluded from EPS calculations under all LTI plans. In addition, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of business optimization costs from fiscal 2023, 2024, 2025, and 2026 EPS and ROIC for purposes of the FY24-FY26 LTI plan and all active LTI plans. The Board determined that, by excluding these costs, payouts, if any, under the LTI plans will more accurately reflect FedEx’s core financial performance. The Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of certain other items from fiscal 2023, 2024, 2025, and 2026 EPS and ROIC for purposes of FedEx’s FY24-FY26, FY25-FY27, and FY26-FY28 LTI plans, and for establishing the baseline EPS for the FY24-FY26 LTI plan and all active LTI plans. The Board determined that, by excluding each of these items, payouts, if any, under the LTI plans will more accurately reflect FedEx’s core financial performance in these years, as applicable. A discussion of the items excluded for each fiscal year and full reconciliations showing the individual adjustments to the GAAP EPS and ROIC measures for the applicable fiscal year, as compared to the non-GAAP EPS measure used for each applicable LTI plan, is set forth in Appendix C.

  80. Fiscal 2026 LTI Performance and Payouts

    Fiscal 2026 LTI Performance and Payouts For the FY24-FY26 LTI plan, the baseline EPS over which the three-fiscal-year average annual EPS growth rate goals are measured was $14.48. For purposes of establishing the baseline EPS for the FY24-FY26 LTI plan, fiscal 2023 GAAP EPS of $15.48 was adjusted to exclude (i) MTM Adjustments ($1.92 per diluted share), (ii) fiscal 2023 business realignment costs ($0.11 per diluted share), and (iii) fiscal 2023 business optimization costs ($0.81 per diluted share). The following table presents the EPS, ROIC growth, and relative TSR threshold (minimum), target, and maximum objectives under our FY24-FY26 LTI plan, which was established by the Board of Directors in June 2023, and our actual adjusted EPS, ROIC growth, and relative TSR under the plan for the three-fiscal-year period ended May 31, 2026:

  81. Fiscal 2026 LTI Performance and Payouts

    | PERFORMANCE MEASURE AND WEIGHTING | | THRESHOLD | TARGET | MAXIMUM | ACTUAL | | FY24-FY26 Adjusted EPS | 50% | $47.92 | $55.24 | $63.27 | $56.21* | | FY24-FY26 ROIC | 25% | 60 bps | 120 bps | 370 bps | 110 bps | | FY24-FY26 Relative TSR | 25% | Higher than 0 percentile | 50th or higher percentile | 75th or higher percentile | 72.9% |

  82. Fiscal 2026 LTI Performance and Payouts

    * The actual aggregate adjusted EPS consists of $17.78 for fiscal 2024, $18.19 for fiscal 2025, and $20.24 for fiscal 2026. See Appendix C for a reconciliation of the applicable non-GAAP EPS measure to the corresponding GAAP EPS measure. The following table shows the threshold, target, and maximum payout opportunities under the FY24-FY26 LTI cash plan and the actual payout to the named executive officers:

  83. Fiscal 2026 LTI Performance and Payouts

    | NAME | THRESHOLD LTI PAYOUT(1) ($) | TARGET LTI PAYOUT ($) | MAXIMUM LTI PAYOUT ($) | ACTUAL LTI PAYOUT ($) | | R. Subramaniam | 1,375 | 5,500,000 | 11,000,000 | 7,106,000 | | J. Dietrich | 500 | 2,000,000 | 4,000,000 | 2,554,000 | | V. Talwar(2) | 122 | 486,111 | 972,222 | 628,056 | | B.A. Carere | 438 | 1,750,000 | 3,500,000 | 2,261,000 | | T.B. Brightman | 438 | 1,750,000 | 3,500,000 | 2,261,000 | | S. Krishnasamy(3) | — | — | — | — |

  84. Fiscal 2026 LTI Performance and Payouts

    (1) Assumes relative TSR is at 0.1 percentile. (2) Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025. His payout for the FY24-FY26 LTI plan was prorated based on his start date. Mr. Krishnasamy, who separated from FedEx effective October 31, 2025, was not eligible to receive a payout under the FY24-FY26 LTI plan under the terms of his Separation and Release Agreement with FedEx executed on August 10, 2025.

  85. Fiscal 2026 LTI Performance and Payouts

    | 2026 Proxy Statement | 59 |

  86. Future LTI Payout Opportunities

    Future LTI Payout Opportunities In addition to the LTI plan for FY24-FY26, the Board and Compensation & HR Committee previously approved LTI plans for FY25-FY27 and FY26-FY28 (collectively, the “Active LTI plans”). Each of the Active LTI plans included the same three performance metrics as the FY24-FY26 LTI plan. In consideration of the impact on the LTI plans of the Spin-Off and the change in the Company’s fiscal year end, on March 9, 2026, the Board of Directors, upon the recommendation of its Compensation & HR Committee, approved changes to the Active LTI plans. The effects of the amendments were to (1) measure actual performance under each LTI plan through the end of FY26 using the original performance goals of the applicable plan and (2) assume target performance for the remaining period of each applicable plan, with payouts to be calculated under each LTI plan using a weighted average of actual performance measured through the end of FY26 and target performance for the remainder of the applicable plan period, as set forth below:

  87. Future LTI Payout Opportunities

    | LTI PLAN | FY25 | FY26 | FY27 | FY28 | PAYOUT CALCULATION* | PROJECTED PAYOUT* | | FY25-FY27 | Actual FY25 Performance | Actual FY26 Performance | Target (100)% | — | 67% actual performance; 33% target | 75.5% | | FY26-FY28 | — | Actual FY26 Performance | Target (100)% | Target (100)% | 33% actual performance; 67% target | 95.9% |

  88. Future LTI Payout Opportunities

    * Projected payouts are based on actual fiscal 2025 and fiscal 2026 performance, as applicable, and assumed target performance for remaining years in each plan performance period. There was no acceleration of vesting or payouts under the Active LTI plans. Payouts will be made after May 31, 2027, or May 31, 2028, as applicable. In approving the amendments, the Compensation & HR Committee sought to preserve the original pay-for-performance intent of the active LTI plans while addressing the significant effects of the Spin-Off and FedEx’s transition to a calendar-year fiscal year. FedEx Freight comprised one of FedEx’s two reportable segments, and following the Spin-Off and resulting loss of revenue from FedEx Freight, all financial targets under the Active LTI plans would have required significant adjustment. In addition, the change in FedEx’s fiscal year end from May 31 to December 31 presented additional complexity in terms of measuring performance even if metrics were adjusted as well as tax issues under Section 409A of the Internal Revenue Code. The Compensation & HR Committee determined not to accelerate the vesting or payout of the Active LTI plans, and instead determined that measuring actual performance through the end of fiscal 2026 and assuming target performance for the remainder of the applicable performance periods represented the most appropriate and equitable approach under the circumstances. This methodology held participants accountable for actual performance achieved for fiscal 2025 and fiscal 2026, avoided the need to establish new performance goals or make speculative assumptions regarding future performance following the Spin-Off and fiscal-year transition, and maintained the intended retention value of the plan through their performance periods. The Compensation & HR Committee also determined to cap the total payout under each Active LTI plan at 100%. The Compensation & HR Committee concluded that assuming target performance for the remainder of the performance periods was the most neutral approach because it neither rewarded participants for future performance that had not yet been achieved nor penalized them for performance that could no longer be measured as originally designed. The Compensation & HR Committee believed this approach preserved the integrity of the original program design, maintained alignment with stockholder interests, avoided unintended windfalls or outcomes driven by the Spin-Off and fiscal-year transition rather than management performance, and provided a fair and consistent framework for determining payouts during a period of significant corporate change based on actual performance through May 31, 2026 and assumed target performance for the remaining performance periods. The amendments to the LTI plans are effective for all participants in the LTI plans who remain employees of FedEx following the Spin-Off.

  89. Future LTI Payout Opportunities

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  90. Future LTI Payout Opportunities

    The following table sets forth the future payouts for the named executive officers under the active LTI plans.

  91. Future LTI Payout Opportunities

    | NAME | PERFORMANCE PERIOD | PROJECTED ACTUAL ($) | | R. Subramaniam | FY25-FY27 | 4,530,000 | | | FY26-FY28 | 7,739,130 | | J.W. Dietrich(1) | FY25-FY27 | 1,090,555 | | | FY26-FY28 | 745,889 | | V. Talwar(2) | FY25-FY27 | 807,430 | | | FY26-FY28 | 1,585,014 | | B.A. Carere | FY25-FY27 | 1,321,250 | | | FY26-FY28 | 1,678,250 | | T.B. Brightman | FY25-FY27 | 1,321,250 | | | FY26-FY28 | 1,678,250 | | S. Krishnasamy(3) | FY25-FY27 | — | | | FY26-FY28 | — |

  92. Future LTI Payout Opportunities

    (1) Under the terms of the applicable LTI plan, Mr. Dietrich, who separated from the Company effective July 31, 2026, is eligible for payouts under the FY25-FY27 and FY26-FY28 LTI plans based on the portion of the applicable three-fiscal-year period during which he was employed. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement with John W. Dietrich” on page 87. (2) Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025. Amounts shown are prorated to reflect potential payouts under each of the FY25 — FY27, and FY26 — FY28 LTI plans based on his start date. (3) Pursuant to the Separation and Release agreement between FedEx and Mr. Krishnasamy entered into on August 10, 2025, Mr. Krishnasamy is not eligible to receive any future LTI plan payments, prorated or otherwise. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement with Sriram Krishnasamy” on page 88. 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 stockholders by facilitating significant ownership of FedEx stock by the officers. This creates a direct link between their compensation and long-term stockholder return. Equity awards also serve as an effective retention and motivational vehicle, focusing executive officers on the long-term success of FedEx and rewarding them when the stock price appreciates. During fiscal 2026, the Compensation & HR Committee again reviewed our long-term equity incentive programs and determined that they continue to be appropriate for FedEx.

  93. Amount

    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. The number of stock options and shares of restricted stock 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 & HR Committee may consider: Target TDC levels and referenced survey data — as discussed above, we include the total target value of all annual equity-based awards (including tax payments for restricted stock awards) in our calculation of target TDC, and in evaluating the fiscal 2026 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 stockholder dilution. As of August 3, 2026, the total number of shares underlying options and shares of restricted stock outstanding or available for future grant under our equity compensation plans represented 8.01% 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 & HR 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. None of these factors is given any particular weight and the specific factors used may vary among individual executive officers.

  94. Timing

    Compensation & HR Committee. The date of this meeting is generally scheduled at least one year in advance. If the meeting date is not on a business day, the grant date is the next business day. However, if the meeting date falls within a blackout period when trading in FedEx securities is prohibited under our Securities Manual, the Compensation & HR Committee may approve the awards but make them effective as of a future grant date that falls outside of such blackout period. Throughout the year, equity awards are made to new hires, promoted employees, and, in certain circumstances, as a reward for exceptional performance or for motivational or retention purposes. When the Compensation & HR Committee approves a special grant outside of the annual-grant framework, such grants are typically 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. If the meeting date falls within a blackout period when trading in FedEx securities is prohibited under our Securities Manual, the Compensation & HR Committee may approve the awards but make them effective as of a future grant date that falls outside of such blackout period. The Compensation & HR Committee may, to the extent permitted by FedEx’s equity compensation plans, delegate to one or more FedEx officers the authority to grant equity awards to eligible individuals who are not Section 16 officers or non-management Board members. In addition, with respect to the timing of our equity awards: We do not time equity-based awards in coordination with the release of material, non-public information and have never had a practice of doing so; and We have never timed and do not plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation.

  95. Pricing

    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 NYSE on that day. We believe this 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.

  96. Vesting

    Vesting Stock options and restricted stock granted to executive officers in fiscal 2026 vest ratably over four years beginning on the first anniversary of the grant date.

  97. Tax Payments for Restricted Stock Awards

    Tax Payments for Restricted Stock Awards Historically, when granting restricted stock, FedEx first determined the total target value of the award and then approves the delivery of that value in two components: restricted stock and cash payment of taxes due. Therefore, the total target value of the award is the same as 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 stockholders’ 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 conventional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. Beginning in TY 2026, equity awards will consist of restricted stock unit awards, with no related tax payment; recipients will be responsible for payment of the taxes upon settlement of the restricted stock units.

  98. Voting and Dividend Rights on Restricted Stock

    Voting and Dividend Rights on Restricted Stock Holders of restricted stock are entitled to vote and receive any dividends on such shares.

  99. Voting and Dividend Rights on Restricted Stock

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  100. Fiscal 2026 Awards

    Fiscal 2026 Awards The named executive officers were granted annual stock option and restricted stock awards during fiscal 2026 as follows:

  101. Fiscal 2026 Awards

    | NAME | NUMBER OF STOCK OPTIONS | NUMBER OF SHARES OF RESTRICTED STOCK | | R. Subramaniam | 49,865 | 10,100 | | J.W. Dietrich | 20,135 | 4,350 | | V. Talwar(1) | 15,704 | 9,302 | | B.A. Carere | 16,105 | 4,080 | | T.B. Brightman | 16,105 | 4,080 | | S. Krishnasamy | 16,105 | 4,080 |

  102. Fiscal 2026 Awards

    (1) Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025. The number of stock options and shares of restricted stock awarded reflect a prorated annual grant award, plus an inducement award of 5,315 shares of restricted stock. 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.

  103. Equity Incentive Industry Leadership Program

    Equity Incentive Industry Leadership Program In June 2025, the Board, upon the recommendation of the Compensation & HR Committee, approved the Equity Incentive Industry Leadership Program to support the continued execution of FedEx’s strategy and reinforce a distinct, multi-year transformation objective. The program links compensation to sustained operating margin expansion through fiscal 2028 — a key measure of successful transformation execution and long-term value creation that extends beyond the objectives and performance periods of FedEx’s annual and long-term incentive programs. Approximately 80 senior vice presidents and above participated in the program, establishing broad-based alignment around this critical strategic objective. The Equity Incentive Industry Leadership Program consisted of one-time grants of restricted stock and PSUs. The restricted stock awards are intended to support leadership continuity over a sustained period of time, while the PSUs vest based on the achievement of significant adjusted operating margin expansion through fiscal 2028, directly aligning executive rewards with long-term stockholder value creation. The restricted stock awards vest ratably over four years beginning on the first anniversary of the grant date. The PSUs will vest based on the extent to which fiscal 2028 adjusted consolidated operating margin (excluding the FedEx Freight segment) exceeds fiscal 2025 adjusted consolidated operating margin (excluding the FedEx Freight segment). As a result, participants will realize value from the PSU component only if FedEx achieves meaningful operating margin improvement and delivers long-term value creation for stockholders. The Compensation & HR Committee and the Board considered the following key factors when designing the Equity Incentive Industry Leadership Program: Focus on operating margin expansion at Federal Express Corporation, excluding the FedEx Freight segment, a key measure of the successful execution of FedEx’s transformation strategy and long-term value creation. Strong pay-for-performance, with participants realizing value only if FedEx achieves meaningful adjusted operating margin improvement over a 3-year period relative to fiscal 2025 performance levels. Alignment with stockholders, denominating and paying awards in shares, with value rising and falling with share price over a multi-year period. The payout for the PSUs will be determined based on the number of basis points by which fiscal 2028 adjusted consolidated operating margin (excluding the FedEx Freight segment, if applicable) exceeds fiscal 2025 adjusted consolidated operating margin (excluding the FedEx Freight segment), as follows:

  104. Equity Incentive Industry Leadership Program

    | PAYOUT | ADJUSTED CONSOLIDATED OPERATING MARGIN IMPROVEMENT | | 0% | Less than 100 basis points | | 25% (Threshold Payout) | 100 basis points | | 50% | 200 basis points | | 100% (Target Payout) | 300 basis points | | 150% (Maximum Payout) | Greater than or equal to 400 basis points |

  105. Equity Incentive Industry Leadership Program

    The PSUs will conditionally vest on December 31, 2028 subject to the achievement of the performance metric discussed above and accrue dividend equivalent rights that are reinvested in additional PSUs. If the PSU recipient’s service as an employee of FedEx terminates prior to the end of fiscal 2028 for any reason, all PSUs will be immediately forfeited and cancelled. The table below sets forth the target value and number of restricted stock awards awarded on June 26, 2025, and the target value and number of performance stock units awarded on September 29, 2025 to the named executive officers pursuant to the Equity Incentive Industry Leadership Program:

  106. Equity Incentive Industry Leadership Program

    | | RESTRICTED STOCK | | PERFORMANCE STOCK UNITS | | | NAME | TARGET VALUE ($) | NUMBER OF SHARES | TARGET VALUE ($) | TARGET NUMBER OF SHARES | | R. Subramaniam | 2,787,500 | 7,580 | 2,787,500 | 11,768 | | J.W. Dietrich(1) | 825,000 | 2,245 | 825,000 | 3,483 | | V. Talwar(2) | — | — | 825,000 | 3,483 | | B.A. Carere | 825,000 | 2,245 | 825,000 | 3,483 | | T.B. Brightman | 825,000 | 2,245 | 825,000 | 3,483 | | S. Krishnasamy(3) | 825,000 | 2,245 | — | — |

  107. Equity Incentive Industry Leadership Program

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  108. Equity Incentive Industry Leadership Program

    Mr. Dietrich separated from FedEx effective July 31, 2026. Per the terms of the PSUs, his PSU awards were forfeited upon his separation. (2) Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025, and did not receive shares of restricted stock as part of the Equity Incentive Industry Leadership Program but did receive PSUs as part of the Equity Incentive Industry Leadership Program. (3) Mr. Krishnasamy separated from FedEx effective October 31, 2025, and did not receive PSUs under the Equity Incentive Industry Leadership Program.

  109. Adjustments to Equity Awards in Connection with the Spin-Off

    Adjustments to Equity Awards in Connection with the Spin-Off In connection with the Spin-Off, equity awards held by the named executive officers were adjusted in a manner intended to maintain the intrinsic economic value of the awards before and after the Spin-Off. Following the Spin-Off, the material terms of the outstanding equity awards, such as the vesting schedule and any termination protections, will generally continue unchanged, as equitably adjusted to reflect the Spin-Off. Unless otherwise noted, information in this proxy statement regarding FedEx equity awards before the Spin-Off reflects stock prices, share numbers, exercise price, and award value before these adjustments. One-time Special Cash Bonus In addition to our annual AIC and LTI programs, the Board recognized that FedEx’s exceptional fiscal 2026 performance was driven by the collective efforts of a broad leadership team across the Company. Accordingly, in June 2026, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved a one-time special cash bonus pool for all eligible managing directors and above of the Company, representing approximately 1,100 employees, in recognition of their outstanding execution and the results achieved through the successful advancement of the Company’s transformation. The Compensation & HR Committee determined that the extraordinary financial performance achieved in fiscal 2026 and the successful execution of significant strategic initiatives, including the Spin-Off, were accomplished despite challenging macroeconomic and industry conditions. In approving the special bonus pool, the Board and Compensation & HR Committee considered a number of key achievements during fiscal 2026, including above-plan adjusted consolidated operating income, structural cost savings that exceeded management’s publicly announced target of $1 billion, successful execution of key transformation initiatives, and disciplined capital allocation. The Compensation & HR Committee concluded that these achievements reflected value creation generated by a broad-based leadership group and extended beyond the outcomes reflected in FedEx’s regular annual and long-term incentive programs. The special bonus was therefore intended to recognize the collective contributions of the company’s leadership team in delivering exceptional results for stockholders while advancing FedEx’s long-term strategic objectives. Bonus payouts opportunities under the special bonus pool were established by officer level, and actual payouts were determined based on individual performance. The one-time special cash bonus payments to FedEx’s named executive officers are as follows:

  110. Adjustments to Equity Awards in Connection with the Spin-Off

    | NAME | ONE-TIME SPECIAL CASH BONUS ($) | | R. Subramaniam | 1,900,000 | | J.W. Dietrich | — | | V. Talwar | 600,000 | | B.A. Carere | 850,000 | | T.B. Brightman | 850,000 | | S. Krishnasamy | — |

  111. Adjustments to Equity Awards in Connection with the Spin-Off

    Transition Year (“TY”) 2026 Compensation Plans To facilitate the transition to a calendar-year fiscal year and align FedEx’s compensation program with its future fiscal calendar, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the TY 2026 AIC Plan and TY 2026 Equity Plan. The Compensation & HR Committee designed the TY 2026 compensation programs to maintain continuity in FedEx’s pay-for-performance philosophy while reflecting the abbreviated seven-month performance period. The TY 2026 plans are separate from, and do not modify FedEx’s normal course annual and long-term plans. Instead, the TY 2026 plans are intended to provide incentive opportunities during the transition period until the new fiscal year commences on January 1, 2027. Accordingly, the annual incentive opportunities and equity award values are proportionate to the shortened performance period. The Compensation & HR Committee determined that stock options and restricted stock units (“RSUs”) provided an appropriate transitional equity structure that preserved alignment with stockholder interests while avoiding overlapping long-term performance cycles during the fiscal-year transition.

  112. Adjustments to Equity Awards in Connection with the Spin-Off

    | 2026 Proxy Statement | 65 |

  113. TY 2026 Equity Plan

    TY 2026 Equity Plan In June 2026, the Board of Directors, upon the recommendation of the Compensation & HR Committee approved the grant of equity awards for the executive officers approximating a prorated portion of the historical annual equity award and LTI plan target values. Equity awards for executive officers consisted of RSUs and stock options, each of which will vest ratably over three years. The RSUs will settle in shares of FedEx common stock. No related tax payment will be made with respect to the RSUs. The Compensation & HR Committee determined that RSUs and stock options were the most appropriate equity vehicles for the transition period, providing long-term stockholder alignment while avoiding overlapping performance cycles during the fiscal-year transition. Perquisites, Tax Payments, and Other Compensation FedEx’s named executive officers receive certain other compensation, including: Certain perquisites, such as personal use of corporate aircraft (though officers are required to reimburse FedEx for certain costs related to such usage), security services and equipment, tax return preparation and financial counseling services, umbrella insurance, digital security monitoring and protection services, annual physical examinations, travel privileges on certain airline partners, and supplemental short- and 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 digital security monitoring and protection services), and health (annual physical examinations) of our executive officers so they can focus on producing superior financial returns for our stockholders. 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 stockholders’ equity interest in FedEx. The Compensation & HR Committee reviews and approves each of these elements of compensation, and all of the independent directors approve each element as it relates to our executive Chairman (if serving) and our President and Chief Executive Officer. The Compensation & HR 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. FedEx’s executive security procedures, which prescribe the level of personal security to be provided to the President 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 executive officers and the likelihood of additional threats against the officers. The security

  114. TY 2026 Equity Plan

    services and equipment provided to FedEx executive officers may be viewed as conveying personal benefits to the executive officers and, as a result, their values must be reported in the Summary Compensation Table. With respect to our President and Chief Executive Officer, 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 our President and Chief Executive Officer and provided such services for Mr. Subramaniam during fiscal 2026. The Board of Directors believes that the personal safety and security of these individuals are of the utmost importance to FedEx and its stockholders and, therefore, the costs associated with such security are appropriate and necessary business expenses. The Compensation & HR Committee also reviews annually and approves promotional bonus amounts, which are paid in two installments over one year, upon an officer’s promotion as an executive officer or Chief Executive Officer. On July 16, 2023, the Compensation & HR Committee approved a signing bonus of $200,000 payable in two installments over one year to Mr. Dietrich in connection with his appointment as Executive Vice President and Chief Financial Officer-Elect effective July 17, 2023. On July 14, 2024, the Compensation & HR Committee approved a promotional bonus of $100,000 payable in two installments over one year to Mr. Krishnasamy in connection with his appointment as Executive Vice President, Chief Digital and Information Officer effective July 1, 2024. Employment Inducement and Make-Whole Awards Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025, filling the vacancy created by the prior executive who held the position. Prior to joining FedEx, Mr. Talwar was senior managing director and chief growth officer at Accenture Technology. In order to induce Mr. Talwar to join FedEx, he received (1) a cash signing bonus of $3,000,000, in which the first installment was paid upon his start date and the final installment paid in February 2026, and is subject to repayment on a pro rata basis if he resigns his employment prior to August 15, 2026, and (2) a new hire restricted stock award with a target value of $2,000,000 (including the related tax payment) vesting over three years (50% on the first anniversary of the grant date and 25% on the second and third anniversaries). FedEx also agreed on the first anniversary of Mr. Talwar’s date of hire, to request Compensation & HR Committee approval of a one-time special restricted stock award with a target value of $500,000 to Mr. Talwar. Substantially all of the cash signing bonus, new hire restricted stock award, and the potential one-time special restricted stock award pending Compensation & HR Committee approval were intended to compensate Mr. Talwar for the forfeiture of his outstanding equity awards issued by Accenture and two significant cash bonuses foregone by Mr. Talwar in order to join FedEx. 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 executive officers the benefits that otherwise would be paid under the tax-qualified pension plan but for certain limits under U.S. tax laws; Accelerated vesting of RSUs and restricted stock upon the executive’s retirement (at or after age 55), death, or permanent disability or a change of control of FedEx, per the terms of the FedEx Corporation 2019 Omnibus Stock Incentive Plan, as amended (the “2019 Plan”); Accelerated vesting of stock options upon the executive’s death or permanent disability or a change of control of FedEx, per the terms of the 2019 Plan; Lump sum cash payments and post-employment insurance coverage upon certain termination events, including a change of control of FedEx; Partial payouts under applicable LTI plans based on the portion of the three-fiscal-year periods during which the executive was employed following the executive’s retirement (at or after age 55), death, or permanent disability, per the terms of the LTI plans; and A prorated payout under the applicable AIC plan based on the portion of the fiscal year during which the executive was employed following the executive’s retirement (at or after age 55), death, or permanent disability, per the terms of the AIC plan. These benefits ensure that our executives are motivated primarily by the needs of the businesses for which they are responsible, rather than circumstances that are outside the ordinary course of business, i.e., circumstances that might lead to the termination of an executive’s employment or that might lead to a change of control of FedEx. Generally, this is achieved by assuring our executive officers that they will receive a level of continued compensation if their employment is adversely affected in these circumstances, subject to certain conditions. We believe that these benefits help ensure that affected executives act in the best interests of our stockholders, even if such actions are otherwise contrary to their personal interests.

  115. Executive Severance Plan

    Executive Severance Plan On July 20, 2026, the Board of Directors, upon recommendation of the Compensation & HR Committee, approved the Executive Severance Plan, which will govern all future separations between FedEx and its executives, including the named executive officers. This action was taken in response to and in consideration of stockholder feedback on executive severance payments for separation agreements and departures occurring after July 20, 2026. These benefits will ensure that our executives are motivated primarily by the needs of the businesses for which they are responsible, rather than circumstances that are outside the ordinary course of business, i.e., circumstances that might lead to the termination of an executive’s employment or that might lead to a change of control of FedEx. We believe that these benefits help ensure that affected executives act in the best interests of our stockholders, even if such actions are otherwise contrary to their personal interests. This is critical because these are circumstances in which the actions of our executive officers may have a material impact upon our stockholders. Accordingly, we set the level and terms of these benefits in a way that we believe is necessary to obtain the desired results. The level of benefit and the rights to benefits are determined by the type of termination event, as described below. We believe that these benefits are generally in line with current market practices and are particularly important as we do not maintain employment agreements with our executive officers. Benefits provided under the Executive Severance Plan are conditioned on the executive executing a full release of claims and certain non-competition and non-solicitation covenants in favor of FedEx. The right to continued severance benefits under the plan ceases in the event of a violation of such covenants. In addition, we would seek to recover severance benefits already paid to any executive who violates such restrictive covenants. The plan replaces the Management Retention Agreements (“MRAs”) previously entered into by FedEx with each executive officer, including the named executive officers. The terms and conditions of the Executive Severance Plan are summarized below. Termination for Cause, Without Good Reason, or Death or Disability If an executive’s employment is terminated by FedEx for cause, by the executive without good reason, or by reason of death or disability, the executive (or his or her estate) will receive all accrued compensation and benefits required by applicable law but no severance. Treatment of any equity awards granted to the executive will be governed by the terms of the 2019 Plan (or other applicable Stock Plan). Termination without Cause or With Good Reason (no Change of Control) If an executive’s employment is terminated by FedEx without cause or by the executive with good reason (a “qualifying termination”), the executive will receive benefits upon termination of employment, including: a lump sum cash payment equal to the applicable multiplier times the sum of (1) such executive’s annual base salary as in effect as of the date of termination and annual target cash bonus. “Multiplier” means (x) for the CEO, 2, (y) for any executive who has been employed by FedEx for 10 years or longer, 1.5, and (z) for any other executive, 1; a prorated bonus under any active annual bonus plan for the year in which the qualifying termination occurs; a taxable cash payment equal to the difference between the monthly COBRA premium paid by the executive for him/herself and his/her eligible dependents and the monthly premium amount paid by similarly situated employees for 18 months following termination; and outplacement and tax preparation services. In addition, if the executive has been employed by FedEx for 20 years or longer, such executive’s termination shall be deemed a “Retirement” under the 2019 Plan. If the executive has been employed by FedEx for less than 20 years, the treatment of equity awards will be governed by the terms of the 2019 Plan (or other applicable plan). There is no accelerated vesting of stock options upon a qualifying termination with no change of control. See “Potential Payments Upon Termination or Change of Control — Benefits Triggered by Change of Control or Termination after Change of Control — Benefits Triggered by Retirement, Death, or Permanent Disability — Retirement” on page 86 for additional information. Special Provision for Services for CEO Upon the retirement of the CEO, FedEx may continue to provide reasonable administrative, information technology support, and physical security services (the “Support Services”) for three years, in an amount not to exceed (i) $250,000 in any fiscal year and (ii) $750,000 in the aggregate. Provision of the Support Services is subject to execution of a consulting agreement reasonably

  116. Executive Severance Plan

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  117. Executive Severance Plan

    acceptable to FedEx pursuant to which the CEO shall remain available to provide reasonable consulting services to FedEx during the time such Support Services are provided. Support Services represent only in-kind benefits and shall not be paid in cash to the CEO. Termination without Cause or With Good Reason (Change of Control) In the case of any qualifying termination within twenty-four months after a change of control, the executive will receive the benefits to be received upon any qualifying termination, with the multiplier for all executive officers equal to 2x. The treatment of equity awards will be governed by the terms of the 2019 Plan (or other applicable plan).

  118. Limitation on Severance Benefits

    Limitation on Severance Benefits In June 2022, following engagement with our stockholders, the Board of Directors, upon the recommendation of the Compensation & HR Committee, adopted a policy that we will not pay or enter into any new agreement with an executive officer that provides for severance benefits in connection with the executive officer’s voluntary or involuntary termination (unless due to death or permanent disability or in connection with a change of control) in an amount that exceeds 2.99 times the sum of the executive officer’s base salary and target AIC payout for the year of termination (with the value of any unvested equity awards that accelerate on the applicable termination of employment event calculated according to Section 280G of the Internal Revenue Code (“Section 280G”)), unless approved or ratified by stockholders. We also amended the 2019 Plan, to provide that if the value of any unvested equity awards that accelerate in connection with a change of control of FedEx triggers an excise tax under Section 4999 of the Internal Revenue Code, then the amount of the individual’s awards eligible to accelerate will be reduced, to the extent possible, to one dollar ($1) less than three times the individual’s Section 280G “base amount,” so as to avoid triggering the excise tax. In the event of a change of control and qualifying termination, each of the MRAs and Executive Severance Plan limits the amounts payable to each executive officer under the MRA or Executive Severance Plan to the largest amount that would result in none of the payments under the MRA or Executive Severance Plan being subject to any excise tax. See “Potential Payments Upon Termination or Change of Control — Benefits Triggered by Change of Control or Termination after Change of Control — Executive Severance Plan, and — Management Retention Agreements” on page 87 for additional information. 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 & HR 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. Tax Deductibility of Compensation While compensation in excess of $1.0 million per year paid to any of our named executive officers is not deductible for U.S. federal income tax purposes, the Compensation & HR Committee may continue to approve compensation that will not be fully deductible in order to ensure competitive levels of total compensation for its executive officers. Accounting for Stock-Based Compensation We account for stock-based payments, including grants under our equity compensation plans, in accordance with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718. Our equity award accounting complies with GAAP and is transparently disclosed in our filings with the SEC.

  119. Limitation on Severance Benefits

    | 2026 Proxy Statement | 69 |

  120. Summary Compensation Table

    Summary Compensation Table In this section, we provide certain tabular and narrative information regarding the compensation of our principal executive and financial officers and the other named executive officers for the fiscal year ended May 31, 2026, and for each of the previous two fiscal years (except as noted). As discussed elsewhere in this proxy statement, on June 1, 2026 we completed the Spin-Off. The information presented below reflects the pre-Spin-Off unadjusted equity-based awards granted by FedEx to the named executive officers during the fiscal years presented.

  121. Summary Compensation Table

    | 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 ($)(5) | TOTAL ($) | | Rajesh Subramaniam President and Chief Executive Officer (Principal Executive Officer) | 2026 | 1,550,000 | 1,900,000 | 6,731,364 | 3,715,062 | 10,593,500 | 516,026 | 2,548,066 | 27,554,018 | | | 2025 | 1,483,333 | — | 2,252,030 | 3,712,832 | 3,422,321 | 386,862 | 1,616,313 | 12,873,691 | | | 2024 | 1,400,000 | — | 2,251,868 | 3,712,797 | 3,112,760 | 247,803 | 1,657,279 | 12,382,507 | | John W. Dietrich(6) Former Executive Vice President and Chief Financial Officer (Former Principal Financial Officer) | 2026 | 994,467 | — | 2,296,151 | 1,500,106 | 3,856,254 | 85,651 | 1,093,646 | 9,826,275 | | | 2025 | 965,502 | 100,000 | 970,456 | 1,500,098 | 941,835 | 214,426 | 742,615 | 5,434,932 | | | 2024 | 822,505 | 100,000 | 970,540 | 1,500,081 | 867,785 | — | 867,762 | 5,128,673 | | Vishal Talwar(7) Executive Vice President, Chief Digital and Information Officer and President, Dataworks | 2026 | 715,909 | 3,600,000 | 2,948,019 | 1,200,038 | 1,594,533 | — | 1,570,984 | 11,629,483 | | Brie A. Carere(8) Executive Vice President — Chief Customer Officer | 2026 | 879,331 | 850,000 | 2,235,925 | 1,199,861 | 3,448,097 | 118,261 | 1,068,361 | 9,799,836 | | | 2025 | 844,622 | — | 969,872 | 1,197,882 | 990,718 | 91,404 | 776,580 | 4,871,078 | | Tracy B. Brightman(8) Executive Vice President — Chief People Officer | 2026 | 709,995 | 850,000 | 2,235,925 | 1,199,861 | 3,219,493 | 46,578 | 938,391 | 9,200,243 | | Sriram Krishnasamy(9) Former Executive Vice President, Chief Digital and Information Officer and Chief Transformation Officer | 2026 | 358,850 | — | 4,484,291 | 3,899,954 | — | 61,808 | 4,240,192 | 13,045,095 | | | 2025 | 835,985 | 50,000 | 1,151,910 | 2,954,753 | 1,000,796 | 103,742 | 867,208 | 6,964,394 | | | 2024 | 627,300 | 1,237,500 | 1,151,667 | 1,197,846 | 808,852 | 154,764 | 816,161 | 5,994,090 |

  122. Summary Compensation Table

    (1) The amounts reported in this column reflect (a) a one-time special cash bonus in recognition of outstanding execution and the results achieved in fiscal 2026 as follows: Mr. Subramaniam — $1,900,000; Mr. Talwar — $600,000; and Mses. Carere and Brightman — $850,000, (b) a signing bonus received by Mr. Dietrich upon his appointment as Executive Vice President and Chief Financial Officer that was paid in two installments in fiscal 2024 and fiscal 2025, (c) a signing bonus received by Mr. Talwar upon joining FedEx as Executive Vice President and Chief Digital and Information Officer effective August 15, 2025 that was paid in two installments in fiscal 2026, and (d) with respect to Mr. Krishnasamy, (i) a special bonus of $1,200,000 and the second installment ($37,500) of a promotional bonus of $75,000 related to his election as Executive Vice President and Chief Transformation Officer that were paid in fiscal 2024 and (ii) the first installment of a promotional bonus related to his appointment as Executive Vice President, Chief Digital and Information Officer that was paid in fiscal 2025. For additional information, see “— Compensation Discussion and Analysis — Compensation Elements, — Fiscal 2026 Awards, — Employment Inducement and Make-Whole Awards” and “— Perquisites, Tax Payments, and Other Compensation” above. (2) The amounts reported in these columns reflect the aggregate grant date fair value of restricted stock, option awards, and PSUs granted to the named executive officer during each fiscal 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. For restricted stock awards, 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 PSUs, the grant date fair value was determined based on the target number of shares subject to the awards (100% payout level). Vesting of the PSU awards is contingent upon achievement of a performance goal based on the number of basis points by which FY28 adjusted consolidated operating margin (excluding the FedEx Freight segment) exceeds FY25 adjusted consolidated operating margin (excluding the FedEx Freight segment). 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 9 to our audited consolidated financial statements for the fiscal year ended May 31, 2026, included in our Annual Report on Form 10-K for fiscal 2026. See the “Grants of Plan-Based Awards During Fiscal 2026” table for information regarding restricted stock and option awards granted to the named executive officers during fiscal 2026. Actual shares earned, if any may range from 0% to 150% of target based on performance achievement. Pursuant to Mr. Krishnasamy’s separation agreement, his unvested equity awards were accelerated as of October 31, 2025, his separation date. The amounts shown under “Stock Awards” for Mr. Krishnasamy and the amounts shown under “Option Awards” for Mr. Krishnasamy also include the accounting value associated with accelerated vesting of his equity awards. For more information regarding the treatment of

  123. Summary Compensation Table

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  124. Summary Compensation Table

    Mr. Krishnasamy’s equity awards, see the “Potential Payments Upon Termination or Change of Control — Separation and Release Agreement — Sriram Krishnasamy” section below. (3) Reflects cash payouts, if any, under FedEx’s fiscal 2026, 2025, and 2024 AIC plans and FY24-FY26, FY23-FY25, and FY22-FY24 LTI plans, as follows (for further discussion of the fiscal 2026 AIC plan and the FY24-FY26 LTI plan, see “— Compensation Discussion and Analysis — Compensation Components — AIC Program” and “— LTI Program” above):

  125. Summary Compensation Table

    | NAME | YEAR | AIC PAYOUT ($) | LTI PAYOUT ($) | TOTAL NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | | R. Subramaniam | 2026 | 3,487,500 | 7,106,000 | 10,593,500 | | | 2025 | 672,321 | 2,750,000 | 3,422,321 | | | 2024 | 1,519,010 | 1,593,750 | 3,112,760 | | J.W. Dietrich* | 2026 | 1,302,254 | 2,554,000 | 3,856,254 | | | 2025 | 275,168 | 666,667 | 941,835 | | | 2024 | 649,035 | 218,750 | 867,785 | | V. Talwar** | 2026 | 966,477 | 628,056 | 1,594,533 | | B.A. Carere | 2026 | 1,187,097 | 2,261,000 | 3,448,097 | | | 2025 | 240,718 | 750,000 | 990,718 | | T.B. Brightman | 2026 | 958,493 | 2,261,000 | 3,219,493 | | S. Krishnasamy | 2026 | — | — | — | | | 2025 | 250,796 | 750,000 | 1,000,796 | | | 2024 | 505,102 | 303,750 | 808,852 |

  126. Summary Compensation Table

    * Mr. Dietrich’s participation in the FY23-FY25 and FY22-FY24 LTI plans was effective beginning June 1, 2023. He received a prorated payout based on the portion of the three-year period during which he participated in each plan. ** Mr. Talwar’s participation in the FY24-FY26 LTI plan was effective beginning August 15, 2025. He received a prorated payout based on the portion of the three-year period during which he participated in the plan. (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 2026 Pension Benefits — Overview of Pension Plans”). 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, 2026. Mr. Dietrich is not eligible to participate in the Pension Plan and did not participate in the Parity Plan until August 1, 2024. Mr. Talwar did not participate in the Pension Plan or the Parity Plan. See “— Fiscal 2026 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; Tax payments relating to restricted stock awards, certain business-related use of corporate and commercial aircraft and, for Messrs. Dietrich and Talwar, relocation expenses. FedEx paid 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 conventional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. See “— Compensation Discussion and Analysis — Compensation Components — Long-Term Equity Incentives — Stock Options and Restricted Stock — Tax Payments for Restricted Stock Awards” above; and With respect to Mr. Krishnasamy, the cash payment pursuant to his separation and release agreement. See “— Potential Payments Upon Termination or Change of Control — Separation and Release Agreements — Sriram Krishnasamy.”

  127. Summary Compensation Table

    | 2026 Proxy Statement | 71 |

  128. Summary Compensation Table

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

  129. Summary Compensation Table

    | NAME | YEAR | PERQUISITES AND OTHER PERSONAL BENEFITS ($)(a) | LIFE INSURANCE PREMIUMS ($) | COMPANY CONTRIBUTIONS UNDER 401(K) PLAN ($) | TAX REIMBURSEMENT PAYMENTS ($)(a) | OTHER ($) | TOTAL ($) | | R. Subramaniam | 2026 | 52,508 | 2,361 | 12,797 | 2,480,400 | — | 2,548,066 | | | 2025 | 122,894 | 2,707 | 12,179 | 1,478,533 | — | 1,616,313 | | | 2024 | 167,753 | 2,955 | 15,467 | 1,471,104 | — | 1,657,279 | | J.W. Dietrich | 2026 | 129,945 | 2,361 | 28,800 | 932,540 | — | 1,093,646 | | | 2025 | 72,595 | 2,707 | 28,000 | 639,313 | — | 742,615 | | | 2024 | 147,037 | 2,216 | 27,600 | 690,909 | — | 867,762 | | V. Talwar | 2026 | 135,391 | 1,771 | 47,800 | 1,386,022 | — | 1,570,984 | | B.A. Carere | 2026 | 166,483 | 2,361 | 12,618 | 886,899 | — | 1,068,361 | | | 2025 | 130,373 | 2,707 | 12,304 | 631,196 | — | 776,580 | | T. Brightman | 2026 | 24,759 | 2,181 | 30,097 | 881,354 | — | 938,391 | | S. Krishnasamy | 2026 | 31,593 | 984 | 3,550 | 881,354 | 3,322,711 | 4,240,192 | | | 2025 | 104,676 | 2,707 | 12,461 | 747,364 | — | 867,208 | | | 2024 | 52,599 | 2,955 | 13,400 | 747,207 | — | 816,161 |

  130. Summary Compensation Table

    (a) See the following two tables for additional details regarding the amounts included in each item. During fiscal 2026, 2025, and 2024, 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. The Board of Directors and the FedEx executive security procedures require our Chief Executive Officer to use FedEx corporate aircraft for all travel, including personal travel. Mr. Subramaniam is not required to pay FedEx for any travel on corporate aircraft by his family members or guests when they are accompanying him on business travel. He is, however, required to pay FedEx for any personal travel by him in excess of twenty-five flight hours per year 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. Mr. Subramaniam did not have any personal travel in fiscal 2024, 2025, or 2026. 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 or her 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. Subramaniam, 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 our Chief Executive Officer to use FedEx corporate aircraft for all travel, including personal travel. Accordingly, during fiscal 2026, 2025, and 2024, FedEx was required to reimburse Mr. Subramaniam for taxes relating to any imputed income for his personal travel and the personal travel of his family members and guests when they were accompanying him (no such reimbursement payments were made during any of these fiscal years). FedEx reimburses each named executive officer for taxes relating to imputed income for business-related travel. For additional information regarding FedEx policies on the use of FedEx corporate aircraft, see “— Compensation Discussion and Analysis — Compensation Components — Perquisites, Tax Payments, and Other Compensation” above. 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. 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). 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.

  131. Summary Compensation Table

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  132. Summary Compensation Table

    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 supplemental 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 benefits. Digital security protection services: Beginning in fiscal 2025, FedEx provides optional digital security monitoring and protection services to executive officers, which services are provided through a third-party vendor. In addition, during fiscal 2024, certain payments were made with respect to Mr. Dietrich’s relocation following his hire, and during fiscal 2026, certain payments were made with respect to Mr. Talwar’s relocation following his hire. 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:

  133. Summary Compensation Table

    | NAME | YEAR | PERSONAL USE OF CORPORATE AIRCRAFT ($)(a) | SECURITY SERVICES AND EQUIPMENT ($) | TAX RETURN PREPARATION SERVICES ($) | FINANCIAL COUNSELING SERVICES ($) | UMBRELLA INSURANCE PREMIUMS ($) | DIGITAL SECURITY MONITORING AND PROTECTION SERVICES ($) | OTHER ($)(b) | TOTAL ($) | | R. Subramaniam | 2026 | 23,646 | 6,717 | 5,600 | 3,500 | 9,045 | 4,000 | — | 52,508 | | | 2025 | 63,407 | 34,568 | 11,100 | — | 7,215 | 3,600 | 3,004 | 122,894 | | | 2024 | 38,112 | 110,873 | 4,900 | 5,489 | 4,755 | 3,600 | 24 | 167,753 | | J.W. Dietrich | 2026 | 45,695 | 18,806 | 8,385 | 45,394 | 9,045 | — | 2,620 | 129,945 | | | 2025 | 33,889 | 19,491 | — | 12,000 | 7,215 | — | — | 72,595 | | | 2024 | 44,232 | 23,030 | — | — | 4,008 | — | 75,767 | 147,037 | | V. Talwar | 2026 | — | 21,346 | — | — | 7,162 | 4,000 | 102,883 | 135,391 | | B.A. Carere | 2026 | 122,465 | 17,442 | 6,499 | 500 | 9,045 | 4,000 | 6,532 | 166,483 | | | 2025 | 102,686 | 18,002 | 2,095 | 375 | 7,215 | — | — | 130,373 | | T.B. Brightman | 2026 | — | 844 | 1,000 | 9,870 | 9,045 | 4,000 | — | 24,759 | | S. Krishnasamy | 2026 | — | 18,198 | — | 350 | 9,045 | 4,000 | — | 31,593 | | | 2025 | — | 92,456 | 1,055 | 350 | 7,215 | 3,600 | — | 104,676 | | | 2024 | — | 43,534 | 2,825 | 970 | 4,755 | — | 515 | 52,599 |

  134. Summary Compensation Table

    (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 following named executive officers served as directors for fiscal 2026: Mr. Subramaniam — $23,646, Mr. Dietrich — $45,695, and Ms. Carere — $122,465; for fiscal 2025: Mr. Subramaniam — $63,407, Mr. Dietrich — $33,889, and Ms. Carere — $102,686; and fiscal 2024: Mr. Subramaniam — $38,112. (b) The fiscal 2024 amount for Mr. Dietrich and the fiscal 2026 amount for Mr. Talwar, respectively, are for relocation expenses. Other amounts shown include physical examinations and/or ticketing fees for airline travel privileges.

  135. Summary Compensation Table

    | 2026 Proxy Statement | 73 |

  136. Summary Compensation Table

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

  137. Summary Compensation Table

    | NAME | YEAR | RESTRICTED STOCK ($) | BUSINESS-RELATED USE OF CORPORATE AND COMMERCIAL AIRCRAFT ($) | OTHER* ($) | TOTAL ($) | | R. Subramaniam | 2026 | 2,463,612 | 16,788 | — | 2,480,400 | | | 2025 | 1,461,128 | 17,405 | — | 1,478,533 | | | 2024 | 1,461,022 | 10,082 | — | 1,471,104 | | J.W. Dietrich | 2026 | 918,977 | 13,563 | — | 932,540 | | | 2025 | 629,636 | 9,677 | — | 639,313 | | | 2024 | 638,019 | 11,381 | 41,509 | 690,909 | | V. Talwar | 2026 | 1,326,197 | — | 59,825 | 1,386,022 | | B.A. Carere | 2026 | 881,354 | 5,545 | — | 886,899 | | | 2025 | 629,257 | 1,939 | — | 631,196 | | T.B. Brightman | 2026 | 881,354 | — | — | 881,354 | | S. Krishnasamy | 2026 | 881,354 | — | — | 881,354 | | | 2025 | 747,364 | — | — | 747,364 | | | 2024 | 747,207 | — | — | 747,207 |

  138. Summary Compensation Table

    * The 2024 amount for Mr. Dietrich is tax reimbursement payments for expenses related to Mr. Dietrich’s relocation. The 2026 amount for Mr. Talwar is tax reimbursement payments for expenses related to Mr. Talwar’s relocation. (6) Mr. Dietrich joined FedEx as Executive Vice President and Chief Financial Officer-Elect effective July 17, 2023, and was appointed Executive Vice President and Chief Financial Officer effective August 1, 2023. Mr. Dietrich ceased to be Executive Vice President and Chief Financial Officer effective June 1, 2026, and separated from FedEx on July 31, 2026. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement — John W. Dietrich” for additional information. (7) Mr. Talwar joined FedEx as Executive Vice President and Chief Digital and Information Officer and President, Dataworks, effective August 15, 2025, and was not a named executive officer in fiscal 2024 or fiscal 2025. Accordingly, the table includes his compensation only for fiscal 2026. (8) Ms. Carere was not a named executive officer in fiscal 2024, and Ms. Brightman was not a named executive office in fiscal 2024 or fiscal 2025. Accordingly, the table includes compensation for Ms. Carere only for fiscal 2025 and fiscal 2026, and for Ms. Brightman only for fiscal 2026. Mr. Krishnasamy ceased to be Executive Vice President and Chief Digital and Information Officer effective July 17, 2025, and separated from FedEx on October 31, 2025. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement — Sriram Krishnasamy” for additional information.

  139. Summary Compensation Table

    | 74 | |

  140. Executive Compensation – Grants of Plan-Based Awards During Fiscal 2026

    Executive Compensation – Grants of Plan-Based Awards During Fiscal 2026

  141. Grants of Plan-Based Awards During Fiscal 2026

    Grants of Plan-Based Awards During Fiscal 2026 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, 2026:

  142. Grants of Plan-Based Awards During Fiscal 2026

    | | | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY AND 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 ($)(2) | | NAME | TYPE OF PLAN/AWARD | GRANT DATE | APPROVAL DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | | | | | | R. Subramaniam | Restricted Stock(3) | 06/26/2025 | 06/09/2025 | | | | 17,680 | | | | 3,943,701 | | | Stock Option(4) | 06/26/2025 | 06/09/2025 | | | | | 49,865 | 223.06 | 221.07 | 3,715,060 | | | PSU(5) | 09/29/2025 | 09/29/2025 | 696,875 | 2,787,500 | 4,181,250 | | | | | 2,787,500 | | | FY26 AIC(6) | | | — | 3,100,000 | 3,487,500 | | | | | | | | FY26-FY28 LTI(7) | | | 504,375 | 8,070,000 | 16,140,000 | | | | | | | J.W. Dietrich | Restricted Stock(3) | 06/26/2025 | 06/08/2025 | | | | 6,595 | | | | 1,471,081 | | | Stock Option(4) | 06/26/2025 | 06/08/2025 | | | | | 20,135 | 223.06 | 221.07 | 1,500,105 | | | PSU(5) | 09/29/2025 | 09/29/2025 | 206,250 | 825,000 | 1,237,500 | | | | | 825,000 | | | FY26 AIC(6) | | | — | 1,193,360 | 1,302,254 | | | | | | | | FY26-FY28 LTI(7)(8) | | | 125,000 | 2,000,000 | 4,000,000 | | | | | | | V. Talwar | Restricted Stock(3) | 09/22/2025 | 09/22/2025 | | | | 5,315 | | | | 1,213,016 | | | Restricted Stock(9) | 09/22/2025 | 09/22/2025 | | | | 3,987 | | | | 909,933 | | | Stock Option(4) | 09/22/2025 | 09/22/2025 | | | | | 15,704 | 228.225 | 230.12 | 1,200,039 | | | PSU(5) | 09/29/2025 | 09/29/2025 | 206,250 | 825,000 | 1,237,500 | | | | | 825,000 | | | FY26 AIC(6) | | | — | 859,091 | 966,477 | | | | | | | | FY26-FY28 LTI(7)(10) | | | 103,299 | 1,652,778 | 3,305,556 | | | | | | | B.A. Carere | Restricted Stock(3) | 06/26/2025 | 06/08/2025 | | | | 6,325 | | | | 1,410,855 | | | Stock Option(4) | 06/26/2025 | 06/08/2025 | | | | | 16,105 | 223.06 | 221.07 | 1,199,861 | | | PSU(5) | 09/29/2025 | 09/29/2025 | 206,250 | 825,000 | 1,237,500 | | | | | 825,000 | | | FY26 AIC(6) | | | — | 1,055,197 | 1,187,097 | | | | | | | | FY26-FY28 LTI(7) | | | 109,375 | 1,750,000 | 3,500,000 | | | | | | | T. Brightman | Restricted Stock(3) | 06/26/2025 | 06/08/2025 | | | | 6,325 | | | | 1,410,855 | | | Stock Option(4) | 06/26/2025 | 06/08/2025 | | | | | 16,105 | 223.06 | 221.07 | 1,199,861 | | | PSU(5) | 09/29/2025 | 09/29/2025 | 206,250 | 825,000 | 1,237,500 | | | | | 825,000 | | | FY26 AIC(6) | | | — | 851,994 | 958,493 | | | | | | | | FY26-FY28 LTI(7) | | | 109,375 | 1,750,000 | 3,500,000 | | | | | | | S. Krishnasamy | Restricted Stock(3) | 06/26/2025 | 06/08/2025 | | | | 6,325 | | | | 1,410,855 | | | Stock Option(4) | 06/26/2025 | 06/08/2025 | | | | | 16,105 | 223.06 | 221.07 | 1,199,861 | | | FY26 AIC(11) | | | — | — | — | | | | | | | | FY26-FY28 LTI(7)(11) | | | 109,375 | 1,750,000 | 3,500,000 | | | | | |

  143. Grants of Plan-Based Awards During Fiscal 2026

    (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) 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 stock are entitled to vote such shares and receive any dividends paid on FedEx common stock. FedEx paid 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 Components — Long-Term Equity Incentives — Stock Options and Restricted Stock” for further discussion of restricted stock awards. The restricted stock award amounts shown include the restricted stock awarded pursuant to the annual officer grants and the Equity Incentive Industry Leadership Program. For Mr. Talwar, the target value of his fiscal 2026 restricted stock award was $1,500,000, prorated based on his start date (August 15, 2025). 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. For Mr. Talwar, the target value of his FY26 stock option award was $1,200,000 prorated based on his start date (August 15, 2025). See “— Compensation Discussion and Analysis — Compensation Components — Long-Term Equity Incentives — Stock Options and Restricted Stock” above for further discussion of stock option awards.

  144. Grants of Plan-Based Awards During Fiscal 2026

    | 2026 Proxy Statement | 75 |

  145. Executive Compensation – Grants of Plan-Based Awards During Fiscal 2026

    Executive Compensation – Grants of Plan-Based Awards During Fiscal 2026 In June 2025, the Board of Directors, upon the recommendation of the Compensation & HR Committee, established the Equity Incentive Industry Leadership Program, comprised of restricted stock (50%) and PSUs (50%). The PSUs have a 3-year cliff vesting, provided achievement of the performance metric. The target number of shares, provided achievement of the performance metric, for Mr. Subramaniam is 11,768 shares, and for all other executives, except Mr. Krishnasamy, is 3,483 shares. See “— Compensation Discussion and Analysis — Compensation Components — Long-Term Equity Incentives — Equity Incentive Industry Leadership Program” above for further discussion of the Program and performance metric. Mr. Dietrich’s PSUs were forfeited upon his separation from FedEx effective July 31, 2026. (6) In September 2025, the Board of Directors, upon the recommendation of the Compensation & HR Committee, established this AIC cash compensation plan, which provided a cash payment opportunity at the conclusion of fiscal 2026. Payment amounts were based upon the achievement of company financial-performance goals for fiscal 2026 and, for Messrs. Dietrich and Talwar and Mses. Carere and Brightman, the achievement of individual performance objectives. The target opportunity for Mr. Talwar’s AIC cash plan was 120% of his eligible earnings in FY2026. See “— Compensation Discussion and Analysis — Compensation Components — AIC Program” above for further discussion of this plan. (7) The Board of Directors, upon the recommendation of the Compensation & HR Committee, established this long-term performance cash compensation plan in June 2025. The plan provides a long-term cash payment opportunity to the named executive officers at the conclusion of fiscal 2028 if FedEx achieves (a) an aggregate EPS goal established by the Board with respect to the three-fiscal-year period 2026 through 2028 (50% of the total payout opportunity), (b) an average ROIC growth goal over the three-fiscal-year period 2026 through 2028 (25% of the total payout opportunity), and (c) a relative TSR performance goal with respect to the three-fiscal-year period 2026 through 2028 (25% of the total payout opportunity). The achievement of the EPS, ROIC, and relative TSR goals have been determined for the fiscal period 2026 based on actual performance, and achievement of the EPS, ROIC, and relative TSR goals for the fiscal periods 2027 and 2028 will be based on assumed achievement at target performance. The payouts will be made after May 31, 2028. In the event of executive’s termination for retirement, death, or permanent disability, partial payouts under FY26-FY28 LTI plan will be based on the portion of the three-fiscal-year periods during which the executive was employed; an executive’s termination for any other reason prior to the FY26-FY28 LTI plan end date will not receive any payout. See “— Compensation Discussion and Analysis — Compensation Components — LTI Program” above for further discussion of this plan. (8) Mr. Dietrich, who separated from the Company effective July 31, 2026, is eligible for payouts under the FY26-FY28 LTI plan based on the portion of the applicable three-fiscal-year period during which he was employed. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement with John W. Dietrich” below for further discussion of Mr. Dietrich’s separation and release agreement. (9) Mr. Talwar’s new hire restricted stock award vests over three years (50% the first anniversary of grant, 25% the second anniversary of grant, and 25% the third anniversary of grant). (10) Mr. Talwar joined FedEx as Executive Vice President and Chief Digital and Information Officer and President, Dataworks, effective August 15, 2025. The target value for his FY26-FY28 LTI cash plan award was prorated based on his start date. Mr. Krishnasamy, who separated from FedEx effective October 31, 2025, did not participate in the fiscal 2026 AIC plan and is not eligible to receive a payout under the FY26-FY28 LTI plan.

  146. Executive Compensation – Grants of Plan-Based Awards During Fiscal 2026

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  147. Outstanding Equity Awards at End of Fiscal 2026

    Outstanding Equity Awards at End of Fiscal 2026 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, 2026:

  148. Outstanding Equity Awards at End of Fiscal 2026

    | | OPTION AWARDS | | | | STOCK AWARDS | | PERFORMANCE UNITS | | | | 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) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | VALUE OF UNITS OF STOCK THAT HAVE NOT VESTED | | NAME | EXERCISABLE | UNEXERCISABLE(a) | | | | | | | | R. Subramaniam | 163 | — | 173.0200 | 01/28/2029 | | | | | | | 45,570 | — | 161.8500 | 06/10/2029 | | | | | | | 75,600 | — | 130.9600 | 06/15/2030 | | | | | | | 18,210 | — | 294.6050 | 06/14/2031 | | | | | | | 41,940 | 13,980(1) | 226.9450 | 06/30/2032 | | | | | | | 23,925 | 23,926(2) | 229.5950 | 06/22/2033 | | | | | | | 8,621 | 25,864(3) | 292.1300 | 06/27/2034 | | | | | | | — | 49,865(4) | 223.0600 | 06/26/2035 | | | | | | | | | | | 30,846(5) | 12,700,841 | | | | | | | | | | | 11,871(6) | 4,887,884 | | J.W. Dietrich | 8,344 | 8,344(7) | 259.8500 | 07/19/2033 | | | | | | | 3,483 | 10,450(8) | 292.1300 | 06/27/2034 | | | | | | | — | 20,135(9) | 223.0600 | 06/26/2035 | | | | | | | | | | | 10,955(10) | 4,510,721 | | | | | | | | | | | 3,513(11) | 1,446,478 | | V. Talwar | — | 15,704(12) | 228.2250 | 09/22/2035 | | | | | | | | | | | 9,302(13) | 3,830,099 | | | | | | | | | | | 3,513(14) | 1,446,478 | | B.A. Carere | 3,820 | — | 261.7800 | 06/11/2028 | | | | | | | 773 | — | 173.0200 | 01/28/2029 | | | | | | | 14,530 | — | 161.8500 | 06/10/2029 | | | | | | | 18,540 | — | 130.9600 | 06/15/2030 | | | | | | | 6,805 | — | 294.6050 | 06/14/2031 | | | | | | | 9,600 | 3,200(15) | 226.9450 | 06/30/2032 | | | | | | | 7,719 | 7,719(16) | 229.5950 | 06/22/2033 | | | | | | | 2,781 | 8,345(17) | 292.1300 | 06/27/2034 | | | | | | | — | 16,105(18) | 223.0600 | 06/26/2035 | | | | | | | | | | | 11,530(19) | 4,747,478 | | | | | | | | | | | 3,513(20) | 1,446,478 | | T.B. Brightman | 3,420 | — | 161.8500 | 06/10/2029 | | | | | | | 2,790 | — | 130.9600 | 06/15/2030 | | | | | | | 890 | 445 | 226.9450 | 06/30/2032 | | | | | | | 47 | 16(21) | 171.7000 | 12/22/2032 | | | | | | | — | 7,719(22) | 229.5950 | 06/22/2033 | | | | | | | — | 8,345(23) | 292.1300 | 06/27/2034 | | | | | | | — | 16,105(24) | 223.0600 | 06/26/2035 | | | | | | | | | | | 11,052(25) | 4,550,661 | | | | | | | | | | | 3,513(26) | 1,446,478 | | S. Krishnasamy | — | — | — | — | — | — | | |

  149. Outstanding Equity Awards at End of Fiscal 2026

    | 2026 Proxy Statement | 77 |

  150. Outstanding Equity Awards at End of Fiscal 2026

    The following table sets forth the vesting dates of the options and restricted stock included in these columns:

  151. Outstanding Equity Awards at End of Fiscal 2026

    | | DATE | NUMBER | | DATE | NUMBER | | R. Subramaniam(1) | 6/30/2026 | 13,980 | J.W. Dietrich(7) | 7/19/2026 | 4,172 | | (2) | 6/22/2026 | 11,963 | | 7/19/2027 | 4,172 | | | 6/22/2027 | 11,963 | (8) | 6/27/2026 | 3,483 | | (3) | 6/27/2026 | 8,621 | | 6/27/2027 | 3,483 | | | 6/27/2027 | 8,621 | | 6/27/2028 | 3,484 | | | 6/27/2028 | 8,622 | (9) | 6/26/2026 | 5,033 | | (4) | 6/26/2026 | 12,466 | | 6/26/2027 | 5,034 | | | 6/26/2027 | 12,466 | | 6/26/2028 | 5,034 | | | 6/26/2028 | 12,466 | | 6/26/2029 | 5,034 | | | 6/26/2029 | 12,467 | (10) | 6/26/2026 | 1,648 | | (5) | 6/22/2026 | 2,452 | | 6/27/2026 | 831 | | | 6/26/2026 | 4,420 | | 7/19/2026 | 934 | | | 6/27/2026 | 1,927 | | 6/26/2027 | 1,649 | | | 6/30/2026 | 2,480 | | 6/27/2027 | 830 | | | 6/22/2027 | 2,452 | | 7/19/2027 | 934 | | | 6/26/2027 | 4,420 | | 6/26/2028 | 1,649 | | | 6/27/2027 | 1,927 | | 6/27/2028 | 831 | | | 6/26/2028 | 4,420 | | 6/26/2029 | 1,649 | | | 6/27/2028 | 1,928 | (11) | 12/31/2028 | 3,513* | | | 6/26/2029 | 4,420 | | | | | (6) | 12/31/2028 | 11,871* | | | |

  152. Outstanding Equity Awards at End of Fiscal 2026

    | 78 | |

  153. Outstanding Equity Awards at End of Fiscal 2026

    | | DATE | NUMBER | | DATE | NUMBER | | V. Talwar(12) | 9/22/2026 | 3,926 | B.A. Carere(15) | 6/30/2026 | 3,200 | | | 9/22/2027 | 3,926 | (16) | 6/22/2026 | 3,859 | | | 9/22/2028 | 3,926 | | 6/22/2027 | 3,860 | | | 9/22/2029 | 3,926 | (17) | 6/27/2026 | 2,782 | | (13) | 9/22/2026 | 3,653 | | 6/27/2027 | 2,781 | | | 9/22/2027 | 2,326 | | 6/27/2028 | 2,782 | | | 9/22/2028 | 2,326* | (18) | 6/26/2026 | 4,026 | | | 9/22/2029 | 997 | | 6/26/2027 | 4,026 | | (14) | 12/31/2028 | 3,513* | | 6/26/2028 | 4,026 | | | | | | 6/26/2029 | 4,027 | | | | | (19) | 6/22/2026 | 990 | | | | | | 6/26/2026 | 1,581 | | | | | | 6/27/2026 | 830 | | | | | | 6/30/2026 | 735 | | | | | | 6/22/2027 | 990 | | | | | | 6/26/2027 | 1,581 | | | | | | 6/27/2027 | 830 | | | | | | 6/26/2028 | 1,581 | | | | | | 6/27/2028 | 830 | | | | | | 6/26/2029 | 1,582 | | | | | (20) | 12/31/2028 | 3,513* |

  154. Outstanding Equity Awards at End of Fiscal 2026

    | 2026 Proxy Statement | 79 |

  155. Outstanding Equity Awards at End of Fiscal 2026

    | | DATE | NUMBER | | DATE | NUMBER | | T.B. Brightman(21) | 6/30/2026 | 3,389 | S. Krishnasamy | — | — | | (22) | 6/22/2026 | 3,859 | | | | | | 6/22/2027 | 3,860 | | | | | (23) | 6/27/2026 | 2,782 | | | | | | 6/27/2027 | 2,781 | | | | | | 6/27/2028 | 2,782 | | | | | (24) | 6/26/2026 | 4,026 | | | | | | 6/26/2027 | 4,026 | | | | | | 6/26/2028 | 4,026 | | | | | | 6/26/2029 | 4,027 | | | | | (25) | 6/22/2026 | 990 | | | | | | 6/26/2026 | 1,581 | | | | | | 6/27/2026 | 882 | | | | | | 6/30/2026 | 802 | | | | | | 6/22/2027 | 990 | | | | | | 6/26/2027 | 1,581 | | | | | | 6/27/2027 | 882 | | | | | | 6/26/2028 | 1,581 | | | | | | 6/27/2028 | 882 | | | | | | 6/26/2029 | 1,582 | | | | | (26) | 12/31/2028 | 3,513* | | | |

  156. Outstanding Equity Awards at End of Fiscal 2026

    * Represents target performance stock unit award and accumulated dividend equivalent units. Dividend equivalent units (“DEUs”) accumulated through May 31, 2026, are as follows: Mr. Subramaniam — 103 DEUs, and Messrs. Dietrich, Smith, and Talwar and Ms. Carere — 30 DEUs. (b) Computed by multiplying the closing market price of FedEx’s common stock on May 29, 2026, the last trading day of fiscal 2026 (which was $411.75), by the number of shares. (c) Reflects the target amount, plus any accrued DEU’s, that may be earned upon achievement of the performance criteria for the PSUs granted on September 29, 2025. The PSUs vest on December 31, 2028, subject to continued service and achievement of the performance criteria.

  157. Outstanding Equity Awards at End of Fiscal 2026

    | 80 | |

  158. Executive Compensation – Option Exercises and Stock Vested During Fiscal 2026

    Executive Compensation – Option Exercises and Stock Vested During Fiscal 2026

  159. Option Exercises and Stock Vested During Fiscal 2026

    Option Exercises and Stock Vested During Fiscal 2026 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, 2026:

  160. Option Exercises and Stock Vested During Fiscal 2026

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | R. Subramaniam | 34,530 | 6,307,069 | 7,753 | 1,755,698 | | J.W. Dietrich | — | — | 1,764 | 399,655 | | V. Talwar | — | — | — | — | | B.A. Carere | — | — | 3,042 | 687,828 | | T.B. Brightman | 11,865 | 1,326,570 | 2,076 | 469,503 | | S. Krishnasamy | 75,864 | 3,237,679 | 16,030 | 3,948,378 |

  161. Option Exercises and Stock Vested During Fiscal 2026

    (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 NYSE) on the date of exercise and the exercise price of the option. Represents the fair market value of the shares on the vesting date.

  162. Option Exercises and Stock Vested During Fiscal 2026

    | 2026 Proxy Statement | 81 |

  163. Fiscal 2026 Pension Benefits

    Fiscal 2026 Pension Benefits The following table sets forth for each named executive officer the present value of accumulated benefits on May 31, 2026, 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.

  164. Fiscal 2026 Pension Benefits

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(1) | PAYMENTS DURING FISCAL 2026 ($) | | R. Subramaniam | FedEx Corporation Employees’ Pension Plan | 35 | 1,591,858 | — | | | FedEx Corporation Retirement Parity Pension Plan | 35 | 4,116,588 | — | | J.W. Dietrich(2) | FedEx Corporation Employees’ Pension Plan | 3 | — | — | | | FedEx Corporation Retirement Parity Pension Plan | 3 | 300,077 | — | | V. Talwar(3) | FedEx Corporation Employees’ Pension Plan | — | — | — | | | FedEx Corporation Retirement Parity Pension Plan | — | — | — | | B.A. Carere | FedEx Corporation Employees’ Pension Plan | 12 | 174,585 | — | | | FedEx Corporation Retirement Parity Pension Plan | 12 | 414,679 | — | | T.B. Brightman | FedEx Corporation Employees’ Pension Plan | 4 | — | — | | | FedEx Corporation Retirement Parity Pension Plan | 4 | 142,199 | — | | S. Krishnasamy(4) | FedEx Corporation Employees’ Pension Plan | 8 | 140,681 | — | | | FedEx Corporation Retirement Parity Pension Plan | 8 | — | 316,319 | | | Federal Express Belgian Pension Plan | n/a | 9,800 | — |

  165. Fiscal 2026 Pension Benefits

    (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, 2026. 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 (discussed below) 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, 2026 if the officer is past normal retirement age, converted based on an interest rate of 5.763% and Oliver Wyman’s 2024 mortality tables based on the U.S. longevity model with MP-2021 mortality improvement scale, discounted to May 31, 2026 using an interest rate of 5.763%. The present value of the Parity Plan (as defined below) traditional pension benefit is equal to the single life annuity payable at the normal retirement age (age 60), or June 1, 2026 if the officer is past normal retirement age, converted based on an interest rate of 4.91% for lump sums paid through May 31, 2027, 4.36% for lump sums paid through May 31, 2028, and 3.80% for lump sums paid on and after June 1, 2028, and the 1994 Group Annuity Reserving Table, discounted to May 31, 2026 using an interest rate of 5.763%. The present value of the Portable Pension Account as of May 31, 2026 is equal to the officer’s account balance on May 31, 2026, projected to the normal retirement date, if applicable, based on an interest rate of 1.17250% credited quarterly during fiscal 2026 and 1% credited quarterly thereafter and discounted to May 31, 2026, using an interest rate of 5.763%. (2) Mr. Dietrich was not eligible to participate in the Pension Plan and did not participate in the Parity Plan until August 1, 2024. (3) Mr. Talwar did not participate in the Pension Plan or the Parity Plan. (4) Mr. Krishnasamy participated in the Federal Express Belgian Pension Plan in connection with prior overseas service. 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 2026, the maximum compensation limit under a tax-qualified pension plan was $350,000. 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 to 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

  166. Fiscal 2026 Pension Benefits

    | 82 | |

  167. Fiscal 2026 Pension Benefits

    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 had an accrued traditional pension benefit was eligible to receive a transition compensation credit, as described in more detail below. Effective January 1, 2020, FedEx amended and restated the Pension Plan to close the Pension Plan to employees hired on or after January 1, 2020. In 2021, eligible employees hired prior to January 1, 2020 were given a one-time option to (a) continue receiving pension compensation credits under the existing Portable Pension Account formula and remain in the FedEx Corporation Retirement Savings Plan (the “401(k) Plan”) with its existing matching company contribution of up to 3.5% of eligible earnings or (b) effective January 1, 2022, cease receiving compensation credits under the Pension Plan and move to a new 401(k) plan (the “New 401(k) Plan”) with a higher match (as described below). Employees hired on or after January 1, 2020 were automatically moved to the New 401(k) Plan effective January 1, 2022. The Parity Plan will continue to be open to all new officers and managing/ staff directors, but the benefits provided under the plan will mirror the benefits provided by the Pension Plan and the 401(k) Plan. 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. Effective January 1, 2022, the annual matching contribution under the 401(k) Plan for employees hired on or after January 1, 2020 or eligible employees who chose the New 401(k) Plan option increased to a maximum of 8.0% 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 (or 8.0% after January 1, 2022 for eligible employees who elect to participate in the New 401(k) Plan or who were hired on or after January 1, 2020). 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 generally included salary and annual incentive compensation. Each named executive officer’s capped accrued traditional pension benefit was calculated using his or her years of credited service as of either May 31, 2003 or May 31, 2008, depending on whether he or she chose to accrue future benefits under the cash balance formula or the traditional pension benefit formula in 2003, and his or her eligible earnings history as of May 31, 2008. 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:

  168. Fiscal 2026 Pension Benefits

    | AGE + SERVICE ON MAY 31 | COMPENSATION CREDIT | | Less than 55 | 5% | | 55 – 64 | 6% | | 65 – 74 | 7% | | 75 or over | 8% |

  169. Fiscal 2026 Pension Benefits

    On May 31, 2026, the sum of age plus years of service for the named executive officers was as follows: Mr. Subramaniam — 93; Ms. Carere — 58; Ms. Brightman — 65; and Mr. Krishnasamy — 61. Mr. Dietrich was not eligible for Portable Pension Account compensation credits on account of his date of hire. Eligible compensation under the Portable Pension Account feature includes salary, annual incentive compensation, and promotional and certain other bonuses (but does not include long-term incentive compensation). Transition compensation credits are an additional compensation credit percentage to be granted to participants in the Pension Plan and the Parity Plan who were age 40 or older on June 1, 2008, and who have an accrued benefit under the traditional pension benefit formula. For each plan year in which an eligible participant is credited with a year of service, transition compensation

  170. Fiscal 2026 Pension Benefits

    | 2026 Proxy Statement | 83 |

  171. Fiscal 2026 Pension Benefits

    credits will be 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:

  172. Fiscal 2026 Pension Benefits

    | AGE + SERVICE ON MAY 31 | TRANSITION COMPENSATION CREDIT* | | Less than 55 | 2% | | 55 – 64 | 3% | | 65 – 74 | 4% | | 75 or over | 5% |

  173. Fiscal 2026 Pension Benefits

    * For years of credited service over 25, transition compensation credits are 2% per year. An eligible participant will receive transition compensation credits for five years (through May 31, 2013) or until he or she has 25 years of credited service, whichever is longer. For participants with 25 or more years of service, transition compensation credits are 2% per year and ceased as of May 31, 2013. An eligible participant’s first transition compensation credit was added to his or her Portable Pension Account as of May 31, 2009. Interest credits are added to a participant’s Portable Pension Account benefit as of the end of each fiscal quarter (August 31, November 30, February 28, and May 31) after a participant accrues his or her first compensation credit. The May 31 interest credit is added prior to the May 31 compensation credit or transition compensation credit (or additional compensation credit under the Parity Plan). Interest credits are based on the Portable Pension Account notional balance and a quarterly interest-crediting factor, which is equal to the greater of (a) 1/4 of the one-year Treasury constant maturities rate for April of the preceding plan year plus 0.25% and (b) 1% (1/4 of 4%). Interest credits will continue to be added until the last day of the month before plan benefits are distributed. The quarterly interest-crediting factor for each of the plan years ended May 31, 2026, 2025, and 2024 was 1%. Distribution Upon a participant’s retirement, the vested traditional pension benefit under the Pension Plan is payable as a monthly annuity. Upon a participant’s retirement or other termination of employment, an amount equal to the vested Portable Pension Account notional balance under the Pension Plan is payable to the participant in the form of a lump-sum payment or an annuity. All Parity Plan benefits are paid as a single lump-sum distribution as follows: For the portion of the benefit accrued under the Portable Pension Account formula, or the benefit accrued by eligible employees who elected to participate in the New 401(k) Plan or who were hired on or after January 1, 2020, the lump-sum benefit will be paid six months following the date of the participant’s termination of employment; and For the portion of the benefit accrued under the traditional pension benefit formula, the lump-sum benefit will be paid the later of the date the participant turns age 55 or six months following the date of the participant’s termination of employment.

  174. Fiscal 2026 Pension Benefits

    | 84 | |

  175. Executive Compensation – Nonqualified Deferred Compensation

    Executive Compensation – Nonqualified Deferred Compensation

  176. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Prior to November 2022, Ms. Brightman was an officer of FedEx Office and Print Services, Inc. and participated in the FedEx Office Supplemental Executive Retirement Plan (“FedEx Office SERP”). Ms. Brightman has not made any contributions to the FedEx Office SERP since January 1, 2022, but accrues interest credits on balances in the plan.

  177. Nonqualified Deferred Compensation

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) | AGGREGATE EARNINGS IN LAST FY(1) ($) | PAYMENTS DURING FY26 ($) | AGGREGATE BALANCE AT LAST FYE ($) | | T.B. Brightman | — | — | 12,160 | — | 296,773 |

  178. Nonqualified Deferred Compensation

    None of these earnings are required to be included in the Summary Compensation Table because above-market or preferable earnings are not available.

  179. Nonqualified Deferred Compensation

    | 2026 Proxy Statement | 85 |

  180. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control This section provides information regarding payments and benefits to the named executive officers that would be triggered by termination of the officer’s employment (including resignation or voluntary termination; severance or involuntary termination; and retirement) or a change of control of FedEx during fiscal 2026. Benefits Triggered by Voluntary or Involuntary Separation Each of the named executive officers is an at-will employee and, as such, does not have an employment contract governing the terms of their current employment. In addition, if the officer’s employment terminates for any reason other than death or permanent disability, any unvested stock options are automatically terminated. If the officer’s employment terminates for any reason other than retirement, death, or permanent disability, any unvested shares of restricted stock are automatically forfeited. Accordingly, during fiscal 2026 there were no payments or benefits that are triggered by any termination event (including resignation and severance) other than retirement, death, or permanent disability, or in connection with a change of control of FedEx. Under our policy on limitation of severance benefits, we will not pay or enter into any new agreement with an executive officer that provides for severance benefits in connection with the executive officer’s voluntary or involuntary termination (unless due to death or permanent disability or in connection with a change of control) in an amount that exceeds 2.99 times the sum of the executive officer’s base salary and target AIC payout for the year of termination (with the value of any unvested equity awards that accelerate on the applicable termination of employment event calculated according to Section 280G) unless approved or ratified by stockholders. We also amended our 2019 Plan to provide that if the value of any unvested equity awards that accelerate in connection with a change of control of FedEx triggers an excise tax under Section 4999 of the Internal Revenue Code, then the amount of the individual’s awards eligible to accelerate will be reduced, to the extent possible, to one dollar ($1) less than three times the individual’s Section 280G “base amount.” See “Compensation Discussion and Analysis — Post-Employment Compensation — Limitation on Severance Benefits.” Benefits Triggered by Retirement, Death, or Permanent Disability Retirement When an employee retires, under the terms of the 2019 Plan: If retirement occurs at or after age 60, all restrictions applicable to the restricted stock held by the employee lapse on the date of retirement (unless otherwise provided in the applicable award agreement); If retirement occurs at or after age 55, but before age 60 (unless otherwise provided in the applicable award agreement), the restrictions applicable to restricted stock held by the employee continue until the earlier of the specified expiration of the restriction period, the employee’s permanent disability, or the employee’s death; and All of the employee’s unvested stock options terminate. For information regarding retirement benefits under our pension plans, see “— Fiscal 2026 Pension Benefits” above. Death or Permanent Disability When an employee dies or becomes permanently disabled, under the terms of the 2019 Plan: All restrictions applicable to the restricted stock held by the employee immediately lapse; and All of the employee’s unvested stock options immediately vest. In addition, FedEx provides each named executive officer with: $1,500,000 of group term life insurance coverage; $500,000 of business travel accident insurance coverage for death or certain injuries suffered as a result of an accident while traveling on company business; and A supplemental long-term disability program, with a monthly benefit equal to 60% of the officer’s basic monthly earnings (provided the officer continues to meet the definition of disability, these benefits generally continue until age 65).

  181. Potential Payments Upon Termination or Change of Control

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  182. Potential Payments Upon Termination or Change of Control

    Benefits Triggered by Change of Control or Termination after Change of Control Stock Option and Restricted Stock Plans Each of our 2010 Omnibus Stock Incentive Plan, as amended, and the 2019 Plan (together, the “Stock Incentive Plans”) provides that, in the event of a “change of control” (as defined in the Stock Incentive Plans), each holder of an unexpired option has the right to exercise such option without regard to the date such option would first be exercisable. The Stock Incentive Plans also provide that, in the event of a “change of control,” depending on the change of control event, either (i) the restricted stock will be canceled and FedEx will make a cash payment to each holder in an amount equal to the product of the highest price per share received by the holders of FedEx’s common stock in connection with the change of control multiplied by the number of shares of restricted stock held or (ii) the restrictions applicable to any such shares will immediately lapse. Under the Stock Incentive Plans, our Compensation & HR Committee may exercise its discretion to provide for a treatment different than described above with respect to any particular stock option or restricted stock award, as set forth in the related award agreement. To date, such discretion has not been exercised. Our 2019 Plan provides that, if the value of any award holder’s unvested awards that accelerate in connection with a change of control would give rise to adverse tax consequences under Section 4999 of the Internal Revenue Code, then the amount of the holder’s awards eligible to accelerate will automatically be reduced, to the extent possible, to one dollar ($1) less than the three times the participant’s “base amount” (as defined in Section 280G). Management Retention Agreements During fiscal 2026, each of FedEx’s executive officers, including the named executive officers, was party to an MRA. The purpose of the MRAs is to secure the executives’ continued services in the event of any threat or occurrence of a change of control (as defined in the MRAs; such term has the same meaning as used in FedEx’s equity compensation plans). Upon a change of control, each MRA immediately established a two-year employment agreement with the executive officer. In the event of a “qualifying termination,” the executive officer will receive a lump-sum cash payment equal to two times his or her base salary (the highest annual rate in effect during the twelve-month period prior to the date of termination) plus two times target annual incentive compensation. The payments will be made to the officer on the date that is six months after his or her date of termination (or, if earlier than the end of such six-month period, within 30 days following the date of the executive’s death). In addition, the executive officer will receive 18 months of continued coverage of medical, dental, and vision benefits. A “qualifying termination” is a termination of the executive’s employment by FedEx other than for cause, disability, or death or by the officer for “good reason” (principally relating to a material diminution in the officer’s authority, duties, or responsibilities or a material failure by FedEx to compensate the officer as provided in the MRA). Executive Severance Plan In July 2026, the Board of Directors, upon recommendation of the Compensation & HR Committee, approved the Executive Severance Plan, which will govern all future separations between FedEx and its executives occurring after July 20, 2026, including the named executive officers. This action was taken in response to and in consideration of stockholder feedback on executive severance payments for separation agreements and departures. The Executive Severance Plan replaces the MRAs. See “Compensation Discussion and Analysis — Post-Employment Compensation — Executive Severance Plan” on page 68 for additional information. Separation and Release Agreements John W. Dietrich Effective June 1, 2026, John Dietrich stepped down as FedEx’s Executive Vice President, Chief Financial Officer and separated from the company on July 31, 2026 (the “separation date”). Mr. Dietrich’s separation from FedEx was a termination without cause. FedEx and Mr. Dietrich entered into a separation and release agreement (the “agreement”) on May 7, 2026, pursuant to which Mr. Dietrich received a cash payment of $2,209,276 (equal to one times his current base salary and target bonus). Mr. Dietrich received his current base salary through the separation date. As of the effective date, Mr. Dietrich was no longer eligible for equity award grants, and the vesting and exercise rights of his stock options, restricted stock, and performance stock units were governed by the terms of the 2019 Plan. In accordance with the terms of FedEx’s FY25-FY27 and FY26-FY28 LTI plans, Mr. Dietrich is eligible to receive a prorated payout, if any, under the FY25-FY27 and FY26-FY28 LTI plans based on his former position as Executive Vice President and Chief Financial Officer and the portion of the applicable three-fiscal-year period during which he was employed, in accordance with the terms of those plans. FedEx has also agreed to pay the costs of transition services provided by a third party and to reimburse Mr. Dietrich for the costs of preparing and filing his 2026 income tax returns in accordance with FedEx’s generally applicable policies for reimbursing officers for such costs, provided that Mr. Dietrich submits such request for reimbursement in writing no later than May 31, 2027.

  183. Potential Payments Upon Termination or Change of Control

    | 2026 Proxy Statement | 87 |

  184. Potential Payments Upon Termination or Change of Control

    The agreement contains a general release of claims that Mr. Dietrich may have against FedEx and its subsidiaries and affiliated companies, and their respective affiliates and related parties. If, during the period ending two years following the separation date, FedEx discovers that Mr. Dietrich has breached any of his material obligations under the agreement, the company can seek repayment of the cash payment. While Mr. Dietrich’s separation was not governed by the Executive Severance Plan, the amounts received by Mr. Dietrich are the same as those he would have received under the plan for a “qualifying termination.” The amounts received by Mr. Dietrich under the agreement will comply with the limits set forth in our policy on limitation of severance benefits, which is described under “Compensation Discussion and Analysis — Post-Employment Compensation — Limitation on Severance Benefits.” Sriram Krishnasamy Effective July 17, 2025, Sriram Krishnasamy stepped down as FedEx’s Executive Vice President, Chief Digital and Information Officer and Chief Transformation Officer. Pursuant to a separation and release agreement (the “agreement”) between FedEx and Mr. Krishnasamy entered into on August 10, 2025, Mr. Krishnasamy served as an Executive Advisor reporting to FedEx’s President and Chief Executive Officer and separated from FedEx on October 31, 2025 (the “separation date”). In consideration for the terms of the agreement, including the non-compete and non-solicitation provisions and release of claims, Mr. Krishnasamy received a cash payment of $3,272,711. As permitted by FedEx’s stock incentive plans, the Compensation & HR Committee approved the accelerated vesting of Mr. Krishnasamy’s outstanding equity awards to the separation date. In addition, FedEx agreed to reimburse Mr. Krishnasamy for the costs of preparing and filing his 2025 income tax returns in accordance with FedEx’s generally applicable policies for reimbursing officers for such costs, provided that Mr. Krishnasamy submits such request for reimbursement in writing no later than May 31, 2026. Mr. Krishnasamy was not eligible to receive any future annual incentive plan or long-term incentive plan payments, prorated or otherwise. The agreement contains a general release of claims that Mr. Krishnasamy may have against FedEx and its subsidiaries and affiliated companies, and their respective affiliates and related parties. If, during the period ending two years following the separation date, FedEx discovers that Mr. Krishnasamy has breached any of his material obligations under the agreement, the company can seek repayment of the cash payment, accelerated restricted stock, and proceeds of any exercises of accelerated stock options, and immediately cancel any unexercised stock options. The amounts received by Mr. Krishnasamy under the agreement (including the accelerated vesting of his restricted stock and stock options) complied with the limits set forth in our policy on limitation of severance benefits, which is described under “Compensation Discussion and Analysis — Post-Employment Compensation — Limitation on Severance Benefits.” Quantification of Potential Payments Upon Termination or Change of Control The following table and footnotes describe the potential payments to Messrs. Subramaniam and Talwar and Mses. Carere and Brightman upon termination of employment or a change of control of FedEx as of May 31, 2026. The amounts shown for Messrs. Dietrich and Krishnasamy show the amounts actually received by each upon their separation from FedEx on July 31, 2026, and October 31, 2025, respectively. This table does not include: Compensation or benefits previously earned by the named executive officers or equity awards that are fully vested; The value of pension benefits that are disclosed under “Fiscal 2026 Pension Benefits” beginning on page 82; and The value of any benefits provided on the same basis to substantially all other employees.

  185. Potential Payments Upon Termination or Change of Control

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  186. Potential Payments Upon Termination or Change of Control

    | NAME | VOLUNTARY SEPARATION (NON-CIC)(1) ($) | INVOLUNTARY SEPARATION (NON-CIC)(1) ($) | RETIREMENT ($)(2) | DEATH ($) | PERMANENT DISABILITY ($) | CHANGE OF CONTROL (NO TERMINATION) ($) | CHANGE OF CONTROL AND QUALIFYING TERMINATION ($) | | R. Subramaniam | | | | | | | | | Base Salary(3) | — | — | — | — | — | — | 3,150,000 | | AIC(3) | — | — | — | — | — | — | 6,300,000 | | Active LTI Plans | — | — | — | — | — | — | — | | Restricted Stock(4) | — | — | 12,700,841 | 12,700,841 | 12,700,841 | 12,700,841 | 12,700,841 | | Stock Options(4) | — | — | — | 19,444,693 | 19,444,693 | 19,444,693 | 19,444,693 | | Health Benefits(3) | — | — | — | — | — | — | 60,486 | | 280G Cutback Amount(5) | — | — | — | — | — | — | — | | TOTAL | — | — | 12,700,841 | 32,145,534 | 32,145,534 | 32,145,534 | 41,656,020 | | J.W. Dietrich | | | | | | | | | Cash(6) | — | 2,209,276 | — | — | — | — | — | | 280G Cutback Amount(5) | — | — | — | — | — | — | — | | TOTAL | — | 2,209,276 | — | — | — | — | — | | V. Talwar | | | | | | | | | Base Salary(3) | — | — | — | — | — | — | 1,800,000 | | AIC(3) | — | — | — | — | — | — | 2,160,000 | | Active LTI Plans | — | — | — | — | — | — | — | | Restricted Stock(4) | — | — | 3,830,099 | 3,830,099 | 3,830,099 | 3,830,099 | 3,830,099 | | Stock Options(4) | — | — | — | 2,882,077 | 2,882,077 | 2,882,077 | 2,882,077 | | Health Benefits(3) | — | — | — | — | — | — | 43,596 | | 280G Cutback Amount(5) | — | — | — | — | — | — | — | | TOTAL | — | — | 3,830,099 | 6,712,176 | 6,712,176 | 6,712,176 | 10,715,772 | | B.A. Carere | | | | | | | | | Base Salary(3) | — | — | — | — | — | — | 1,775,904 | | AIC(3) | — | — | — | — | — | — | 2,131,085 | | Active LTI Plans | — | — | — | — | — | — | — | | Restricted Stock(4) | — | — | 4,747,478 | 4,747,478 | 4,747,478 | 4,747,478 | 4,747,478 | | Stock Options(4) | — | — | — | 6,034,512 | 6,034,512 | 6,034,512 | 6,034,512 | | Health Benefits(3) | — | — | — | | — | — | 41,597 | | 280G Cutback Amount(5) | — | — | — | — | — | — | — | | TOTAL | — | — | 4,747,478 | 10,781,990 | 10,781,990 | 10,781,990 | 14,730,576 |

  187. Potential Payments Upon Termination or Change of Control

    | 2026 Proxy Statement | 89 |

  188. Potential Payments Upon Termination or Change of Control

    | NAME | VOLUNTARY SEPARATION (NON-CIC)(1) ($) | INVOLUNTARY SEPARATION (NON-CIC)(1) ($) | RETIREMENT ($)(2) | DEATH ($) | PERMANENT DISABILITY ($) | CHANGE OF CONTROL (NO TERMINATION) ($) | CHANGE OF CONTROL AND QUALIFYING TERMINATION ($) | | T.B. Brightman | | | | | | | | | Base Salary(3) | — | — | — | — | — | — | 1,466,592 | | AIC(3) | — | — | — | — | — | — | 1,759,910 | | Active LTI Plans | — | — | — | — | — | — | — | | Restricted Stock(4) | — | — | 4,747,478 | 4,747,478 | 4,747,478 | 4,747,478 | 4,747,478 | | Stock Options(4) | — | — | — | 6,034,512 | 6,034,512 | 6,034,512 | 6,034,512 | | Health Benefits(3) | — | — | — | — | — | — | 25,912 | | 280G Cutback Amount(5) | — | — | — | — | — | — | (873,515) | | TOTAL | — | — | 4,747,478 | 10,781,990 | 10,781,990 | 10,781,990 | 13,160,889 | | S. Krishnasamy | | | | | | | | | Cash(7) | — | 3,272,711 | — | — | — | — | — | | Restricted Stock(8) | — | 3,221,991 | — | — | — | — | — | | Stock Options(8) | — | 753,580 | — | — | — | — | — | | 280G Cutback Amount(5) | — | — | — | — | — | — | — | | TOTAL | — | 7,248,282 | — | — | — | — | — |

  189. Potential Payments Upon Termination or Change of Control

    (1) Reflects entitlements if there is a separation prior to reaching age 55. (2) Reflects entitlements if there is a separation after reaching age 55, whether voluntary or involuntary. (3) The MRAs with each named executive officer provide for (a) a lump — sum cash payment equal to two times his or her base salary plus two times his or her target AIC opportunity, and (b) 18 months of continued coverage of medical, dental, and vision benefits. (4) Represents the intrinsic value of the acceleration of vesting of any restricted stock or stock options that vest upon the event. For restricted stock, intrinsic value is computed by multiplying the closing market price per share of FedEx’s common stock on May 29, 2026, the last trading day of fiscal 2026 (which was $411.75), by the number of unvested shares of restricted stock held by the officer as of May 29, 2026. For stock options, intrinsic value represents the difference between the closing market price of FedEx’s common stock on May 29, 2026 ($411.75) and the exercise price of each unvested option (if the exercise price was less than such market price) held by the officer as of May 31, 2026. The value of the acceleration of any equity awards under the Policy on Limitation of Severance Benefits in connection with an executive officer’s retirement, or in connection with an actual change of control of FedEx, would be determined using the applicable methodology set forth in Section 280G, which amounts would be less than the intrinsic values shown in the table above. (5) Represents the amount of payments that would be forfeited by the named executive officer to avoid being subject to any excise tax or excess payment under the Policy on Limitation of Severance Benefits, the 2019 Plan, or the MRAs, as applicable. Based upon a hypothetical analysis as of May 31, 2026, no named executive officer other than Ms. Brightman would be required to forfeit any cash payments or reduce the number of shares of stock or amount received upon acceleration of vesting of restricted stock or stock options held as of May 31, 2026. (6) Cash payment to Mr. Dietrich pursuant to his separation and release agreement, which will be paid on or before August 31, 2026. Mr. Dietrich was over age 55 at the time of his separation, and the vesting and exercise rights of Mr. Dietrich’s restricted stock and stock options were governed by the terms of FedEx’s Stock Incentive Plans. See “Option Exercises and Stock Vested During Fiscal 2026” and “Potential Payments Upon Termination or Change of Control — Separation and Release Agreements — John W. Dietrich” above for additional information. (7) Cash payment made to Mr. Krishnasamy pursuant to his separation and release agreement. Represents the intrinsic value of the acceleration of vesting of Mr. Krishnasamy’s restricted stock and stock options upon his separation from the Company on October 31, 2025, as determined by SEC rules. For restricted stock, intrinsic value was computed by multiplying the closing market price per share of FedEx’s common stock on October 31, 2025 ($253.82), by the number of unvested shares of restricted stock held by Mr. Krishnasamy on October 31, 2025. For stock options, intrinsic value represents the difference between the closing market price of FedEx’s common stock on October 31, 2025 ($253.82) and the exercise price of each unvested option (if the exercise price was less than such market price) held by Mr. Krishnasamy as of October 31, 2025. The value of the acceleration of Mr. Krishnasamy’s equity awards under the Policy on Limitation of Severance Benefits in connection with Mr. Krishnasamy’s separation was determined using the applicable methodology set forth in Section 280G; using this methodology, the value of Mr. Krishnasamy’s unvested shares of restricted stock held as of October 31, 2025, was $886,925, and the value of his unvested stock options held as of October 31, 2025 was $214,651, and his total severance was $4,374,287.

  190. Potential Payments Upon Termination or Change of Control

    | 90 | |

  191. Pay Versus Performance

    Pay Versus Performance Under rules adopted by the SEC pursuant to the Dodd-Frank Act, FedEx is required to calculate and disclose information about the relationship between executive “compensation actually paid” (“CAP”) and certain financial performance measures of FedEx. “Compensation actually paid,” as determined pursuant to Item 402(v) of Regulation S-K adopted by the SEC, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual compensation paid for those awards. CAP generally fluctuates due to stock price changes and varying levels of projected and actual achievement of performance goals. For a discussion of how our Compensation & HR Committee assessed FedEx’s performance and the performance of our Chief Executive Officer and our other named executive officers for purposes of determining pay each year, see “Executive Compensation — Compensation Discussion and Analysis” in this proxy statement and in our proxy statements for 2026, 2025, 2024, 2023, and 2022. For further information about our compensation philosophy and the pay-for-performance nature of our executive compensation program, please see “Executive Compensation — Compensation Discussion and Analysis” beginning on page 46.

  192. Pay Versus Performance

    | | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs ($)(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs ($)(4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | ADJUSTED CONSOLIDATED OPERATING INCOME (IN MILLIONS) ($)(8) | | YEAR | SUMMARY COMPENSATION TABLE TOTAL ($)(1) | COMPENSATION ACTUALLY PAID TO CEO ($)(2) | | | FEDEX TSR ($)(5) | DOW JONES TRANSPORTATION AVERAGE TSR ($)(6) | NET INCOME (IN MILLIONS) ($)(7) | | | 2026 | 27,554,018 | 51,307,097 | 10,700,186 | 15,289,709 | 144.29 | 135.97 | 4,433 | 6,611 | | 2025 | 12,873,691 | 7,273,193 | 5,637,869 | 3,590,384 | 74.76 | 93.26 | 4,092 | 6,120 | | 2024 | 12,382,507 | 15,909,634 | 5,498,440 | 5,688,059 | 85.24 | 96.74 | 4,331 | 6,235 | | 2023 | 13,249,823 | 12,796,020 | 6,296,043 | 5,689,551 | 71.69 | 87.08 | 3,972 | 4,948 | | 2022 | 10,596,150 | (19,560,048) | 4,131,008 | (1,388,125) | 72.20 | 90.80 | 3,826 | 6,733 |

  193. Pay Versus Performance

    (1) Reflects total compensation amounts for Mr. Subramaniam for fiscal 2026, 2025, 2024, and 2023 and Frederick W. Smith for fiscal 2022 reported in the proxy statements reporting pay for the fiscal years covered in the table above. Reflects “compensation actually paid” to Mr. Subramaniam in fiscal 2026, 2025, 2024, and 2023 and Mr. Smith in fiscal 2022, as determined in accordance with Item 402(v) of Regulation S-K for each year, adjusted in accordance with Item 402(v) of Regulation S-K as set forth in the table below. These dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Subramaniam in fiscal 2026, 2025, 2024, or 2023 or Mr. Smith in fiscal 2022. For information regarding the decisions made by our Compensation & HR Committee relating to CEO compensation for each fiscal year, please see the “Executive Compensation — Compensation Discussion & Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above.

  194. Pay Versus Performance

    | 2026 Proxy Statement | 91 |

  195. Pay Versus Performance

    | YEAR | 2022 | 2023 | 2024 | 2025 | 2026 | | CEO | F.W. Smith | R. Subramaniam | R. Subramaniam | R. Subramaniam | R. Subramaniam | | SCT Total Compensation ($) | 10,596,150 | 13,249,823 | 12,382,507 | 12,873,691 | 27,554,018 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (7,160,341) | (5,964,153) | (5,964,665) | (5,964,862) | (10,446,426) | | Plus: Year End Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 4,378,639 | 6,029,546 | 7,017,566 | 3,466,167 | 23,029,576 | | Change in Fair Value of Outstanding Unvested Stock, and Option Awards from Prior Years ($) | (24,455,363) | (484,674) | 1,826,533 | (3,150,182) | 11,328,577 | | Change in Fair Value of Stock, and Option Awards from Prior Years that Vested in the Covered Year ($) | (2,970,262) | 69,188 | 784,265 | 282,904 | 235,065 | | Less: Fair Value of Stock, and Option Awards that failed to meet Vesting Conditions in the Covered Year ($) | — | — | — | — | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | (209,016) | (247,803) | (386,862) | (516,026) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | 51,129 | 105,306 | 111,231 | 152,337 | 122,313 | | Compensation Actually Paid ($) | (19,560,048) | 12,796,020 | 15,909,634 | 7,273,193 | 51,307,097 |

  196. Pay Versus Performance

    Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 as of the end of the respective fiscal year. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-vested restricted stock awards grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of fiscal year-end and as of each vesting date. Performance share unit (PSU) awards are valued using the stock price as of each measurement date multiplied by the estimated performance factor, which reflects the probable payout percentage based on the expected level of achievement of the applicable performance goals as determined by the Company. The aggregate change in actuarial present value of accumulated benefits under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table. Stock award valuations include reinvested dividends where applicable. (3) Reflects the average total compensation amounts reported in the Summary Compensation Table for the following non-CEO named executive officers for the indicated years: 2022: Messrs. Colleran, Subramaniam, Carter, and Lenz. 2023: Messrs. F.W. Smith, Carter, Lenz, and Mark R. Allen. 2024: Messrs. Krishnasamy, Allen, Carter, Dietrich, and Lenz. 2025: Messrs. Krishnasamy, J.A. Smith, and Dietrich and Ms. Carere. 2026: Messrs. Krishnasamy, Dietrich, and Talwar and Mses. Brightman and Carere. Reflects the average of the “compensation actually paid” to our non-CEO named executive officers in each of fiscal 2022, 2023, 2024, 2025, and 2026 as determined in accordance with Item 402(v) of Regulation S-K for each year, adjusted in accordance with Item 402(v) of Regulation S-K as set forth in the table below. These dollar amounts do not reflect the actual amount of compensation earned by or paid to our non-CEO named executive officers during the applicable year. For information regarding the decisions made by our Compensation & HR Committee with respect the compensation of the non-CEO named executive officers for each fiscal year, please see the “Executive Compensation — Compensation Discussion & Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above.

  197. Pay Versus Performance

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  198. Pay Versus Performance

    | YEAR | 2022 AVERAGE | 2023 AVERAGE | 2024 AVERAGE | 2025 AVERAGE | 2026 AVERAGE | | Non-CEO NEOs(3) | | | | | | | SCT Total Compensation ($) | 4,131,008 | 6,296,043 | 5,498,440 | 5,637,869 | 10,700,186 | | Less: Stock, and Option Award Values Reported in SCT for the Covered Year ($) | (2,061,624) | (1,670,867) | (2,300,849) | (2,743,298) | (4,640,026) | | Plus: Year End Fair Value for Stock, and Option Awards Granted in the Covered Year ($) | 1,381,663 | 1,685,166 | 2,000,364 | 1,559,936 | 6,466,755 | | Change in Fair Value of Outstanding Unvested Stock, and Option Awards from Prior Years ($) | (4,374,850) | (605,233) | 437,425 | (866,569) | 2,013,736 | | Change in Fair Value of Stock, and Option Awards from Prior Years that Vested in the Covered Year ($) | (443,261) | (33,347) | 294,355 | 99,626 | 160,789 | | Fair Value as of Vesting Date of Stock, and Option Awards Granted and Vested in the Covered Year ($) | — | — | 214,520 | — | 617,392 | | Fair Value of Stock, and Option Awards that Failed to Meet Vesting Conditions in the Covered Year ($) | — | — | (449,288) | — | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | (94,867) | (34,030) | (51,743) | (156,083) | (62,460) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | 73,806 | 51,819 | 44,835 | 58,904 | 33,337 | | Compensation Actually Paid ($) | (1,388,125) | 5,689,551 | 5,688,059 | 3,590,384 | 15,289,709 |

  199. Pay Versus Performance

    Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 as of the end of the respective fiscal year. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-based restricted stock award grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of fiscal year-end and as of each vesting date. Performance share unit (PSU) awards are valued using the stock price as of each measurement date multiplied by the estimated performance factor, which reflects the probable payout percentage based on the expected level of achievement of the applicable performance goals as determined by the Company. The aggregate change in actuarial present value of accumulated benefits under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table. Stock award valuations include reinvested dividends where applicable. (5) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of FedEx for the measurement periods ending May 31, 2026, 2025, 2024, 2023, and 2022, respectively. (6) For the relevant fiscal year, represents the cumulative TSR of the Dow Jones Transportation Average (“Peer Group TSR”) for the measurement periods ending May 31, 2026, 2025, 2024, 2023, and 2022, respectively. (7) Reflects “Net Income” in FedEx’s audited consolidated income statements included in our Annual Reports on Form 10-K for fiscal 2026, 2025, 2024, 2023, and 2022. (8) Company-selected measure is adjusted consolidated operating income, as used in our AIC plans. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Components” for a discussion of how adjusted consolidated operating income is used in our executive compensation program. See Appendix C for a reconciliation of adjusted consolidated operating income to the most directly comparable GAAP measure for fiscal 2026, 2025, 2024, 2023, and 2022. Relationship between Pay and Performance. Below are graphs showing the relationship of “compensation actually paid” to our Chief Executive Officer and our non-CEO named executive officers in fiscal 2022, 2023, 2024, 2025, and 2026 to (1) the TSR of FedEx and the peer group, (2) FedEx’s net income, and (3) FedEx’s adjusted consolidated operating income.

  200. Pay Versus Performance

    | 2026 Proxy Statement | 93 |

  201. Compensation Actually Paid vs. FedEx and Peer Group TSR

    Compensation Actually Paid vs. FedEx and Peer Group TSR

  202. Compensation Actually Paid vs. GAAP Net Income

    Compensation Actually Paid vs. GAAP Net Income

  203. Compensation Actually Paid vs. GAAP Net Income

    | 94 | |

  204. Compensation Actually Paid vs. Adjusted Consolidated Operating Income

    Compensation Actually Paid vs. Adjusted Consolidated Operating Income Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial performance measures we used to link compensation actually paid to our named executive officers, for fiscal 2026, to company performance. Adjusted consolidated operating income; Adjusted EPS; CapEx/Revenue; Relative TSR; and ROIC. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Components” for a discussion of each measure and how it is used to determine compensation actually paid to FedEx’s named executive officers.

  205. Compensation Actually Paid vs. Adjusted Consolidated Operating Income

    | 2026 Proxy Statement | 95 |

  206. Executive Compensation – CEO Pay Ratio

    Executive Compensation – CEO Pay Ratio

  207. CEO Pay Ratio

    CEO Pay Ratio In accordance with Item 402(u) of Regulation S-K (the “pay ratio rule”), we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (excluding the CEO). This ratio is a reasonable estimate calculated in a manner consistent with the pay ratio rule and is based on our employee and payroll records and the methodology described below. The pay ratio rule allows companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations when calculating the ratio. Our reported ratio may not be comparable to those reported by other companies due to differences in industry, business models, scope of international operations, and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their ratios. As permitted by the pay ratio rule, we used the same median employee to calculate our fiscal 2026 pay ratio as we used to calculate our fiscal 2024 pay ratio because we believe there has been no change in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosures. Based upon the estimates, assumptions, and methodology described herein, the fiscal 2026 annual total compensation of our CEO was $27,575,017 (including $20,999 in employer-provided health benefits not included in the Summary Compensation Table), the fiscal 2026 annual total compensation of our median employee was $50,373 (including $7,098 in employer-provided health benefits), and the ratio of these amounts was 547:1. Considered Population We determined our median employee as of March 1, 2024, which was within the last three months of our fiscal 2024 year as required by the pay ratio rule. As of that date, we employed 506,897 employees worldwide (other than our CEO), including full-time, part-time, seasonal, and temporary employees. As permitted by the pay ratio rule, in determining our median employee, we excluded approximately 3.5% of our total employee population as of March 1, 2024, or 17,574 employees outside of the U.S., from the following countries and territories: Antilles Francaises (10); Argentina (235); Aruba (15); Austria (386); Bahamas (29); Bahrain (98); Barbados (35); Bermuda (25); Botswana (19); British Virgin Islands (7); Bulgaria (186); Cambodia (11); Cayman Islands (24); Colombia (320); Costa Rica (91); Curacao (14); Cyprus (70); Czech Republic (644); Denmark (420); Dominican Republic (146); Ecuador (1); Egypt (206); Estonia (71); Fiji (36); Finland (192); Greece (274); Grenada (7); Guadeloupe (10); Guam (14); Guatemala (48); Honduras (1); Hungary (366); Indonesia (791); Ireland (275); Israel (563); Jamaica (71); Jordan (12); Kenya (70); Kuwait (129); Latvia (102); Lithuania (124); Luxembourg (53); Macau (9); Malawi (15); Namibia (24); New Zealand (269); Nigeria (20); Norway (174); Oman (14); Panama (71); Peru (1); Philippines (1,243); Portugal (872); Puerto Rico (579); Romania (429); Russia (23); Saint Kitts (8); Saint Lucia (9); Saint Maarten (9); Saint Vincent (6); Saudi Arabia (91); Singapore (1,172); Slovakia (182); Slovenia (102); South Africa (770); South Korea (1,137); Swaziland (11); Sweden (766); Switzerland (1,038); Trinidad and Tobago (46); Turks and Caicos Islands (6); Turkey (799); Ukraine (167); United Arab Emirates (995); United States Virgin Islands (18); Uruguay (37); Venezuela (14); Vietnam (169); and Zambia (78). As a result, an aggregate employee population of 489,323 was considered (the “considered population”) in determining our median employee in fiscal 2024. Identifying our Median Employee We selected annual taxable wages as the consistently applied compensation measure used to identify our median employee, which is a permissible approach even though this definition is defined differently across jurisdictions. For employees outside the U.S., we applied a reasonable estimate to determine taxable wages by consistently adjusting each non-U.S. employee’s annual pay rate upward to include additional elements of taxable compensation. From the considered population, we used statistical sampling to collect additional data for a group of employees (the “median population”) who were paid within a range of 10% above or below what we estimated to be our median taxable wage amount. We reviewed recent historical taxable wage data of the median population and selected employees within the median population with consistent taxable wages over the three previous years. We calculated fiscal 2024 total compensation for each of the selected employees using the methodology for calculating our CEO’s fiscal 2024 total compensation as set forth in the Summary Compensation Table of our 2024 proxy statement. We then identified an employee from this group, who was reasonably representative of our workforce and whose wage was a reasonable estimate of the median wage at our organization as the median employee.

  208. CEO Pay Ratio

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  209. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth the amount of FedEx’s common stock beneficially owned by each director and director nominee, each named executive officer included in the Summary Compensation Table, and all directors, director nominees, and executive officers as a group, as of August 3, 2026 (unless otherwise noted below). The table also includes information about stock options and restricted stock units granted to our directors and executive officers. Unless otherwise indicated, beneficial ownership is direct and the person shown has sole voting and investment power.

  210. Directors and Executive Officers

    | | COMMON STOCK BENEFICIALLY OWNED | | | | | NAME OF BENEFICIAL OWNER | SHARES | RSUs(1) | OPTION SHARES(2) | PERCENT OF CLASS(3) | | Mark A. Edmunds | — | 187 | — | * | | Marvin R. Ellison | 8,861 | — | 32,007 | * | | Susan Patricia Griffith | 9,372(4) | — | 19,625 | * | | Amy B. Lane | 5,251(5) | — | 7,052 | * | | R. Brad Martin | 90,879(6) | 8,711 | 18,813 | * | | Nancy A. Norton | 2,359 | — | 5,988 | * | | Frederick P. Perpall | 3,804 | — | 8,511 | * | | Joshua Cooper Ramo | 8,517 | — | 32,007 | * | | Susan C. Schwab | 10,045 | — | 19,625 | * | | Richard W. Smith | 188,495 (7) | 4,734 | 114,827 | * | | Rajesh Subramaniam | 134,124(8) | 14,591 | 330,728 | * | | Paul S. Walsh | 16,359 | — | 26,965 | * | | Brie A. Carere | 23,562 | 4,734 | 99,365 | * | | Tracy B. Brightman | 11,052 | 4,734 | 23,129 | * | | Vishal Talwar | 9,302 | 4,734 | 4,973 | * | | John W. Dietrich(9) | 15,662 | — | 31,057 | * | | Sriram Krishnasamy(10) | — | — | — | * | | All directors, director nominees, and executive officers as a group (20 persons) | 586,184 | 58,262 | 886,558 | * |

  211. Directors and Executive Officers

    * Less than 1% of FedEx’s outstanding common stock. (1) Numbers shown are rounded to the nearest whole share. (2) Reflects the number of shares that can be acquired at August 3, 2026, or within 60 days thereafter through the exercise of stock options. These shares are excluded from the column headed “Shares,” but included in the ownership percentages reported in the column headed “Percent of Class.” (3) Based on 236,670,435 shares outstanding on August 3, 2026. (4) Includes 1,000 shares owned by Susan P. Griffith Living Trust. (5) Includes 333 shares owned by trusts. (6) Includes 7,250 shares owned by R. Brad Martin Family Foundation, 38,440 shares held through grantor retained annuity trusts, 2,250 shares in children’s trusts, and 2,100 shares owned by Mr. Martin’s spouse. (7) Includes 79,600 shares held in family trusts. In previous filings, 253,927 shares held by the Frederick Smith Enterprise Company, Inc. (“Enterprise”) were attributed to Mr. Smith, but he is no longer deemed to be the beneficial owner of those shares in light of Enterprise’s governing structure. (8) Includes 43,032 shares owned by family trusts. (9) Mr. Dietrich stepped down as Executive Vice President and Chief Financial Officer on June 1, 2026, following the completion of the Spin-Off, and separated from FedEx on July 31, 2026. Mr. Krishnasamy stepped down as Executive Vice President, Chief Digital and Information Officer and Chief Transformation Officer effective July 17, 2025, and separated from FedEx on October 31, 2025. Information shown in the table above is based solely on transfer agent and stock plan records available to FedEx as of the record date.

  212. Directors and Executive Officers

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  213. COMPANIES IN DIRECTOR COMPENSATION COMPARISON SURVEY GROUP

    COMPANIES IN DIRECTOR COMPENSATION COMPARISON SURVEY GROUP

  214. COMPANIES IN DIRECTOR COMPENSATION COMPARISON SURVEY GROUP

    | Albertsons Companies, Inc. | Lockheed Martin Corporation | Sysco Corporation | | Archer-Daniels-Midland Company | Lowe’s Companies, Inc. | Target Corporation | | Caterpillar Inc.. | Merck & Co., Inc. | The Boeing Company | | Delta Air Lines, Inc. | MetLife, Inc. | The Procter & Gamble Company | | HCA Healthcare, Inc. | PepsiCo, Inc. | The Walt Disney Company | | International Business Machines Corporation | Pfizer Inc. | United Parcel Service, Inc. | | Johnson & Johnson | RTX Corporation | |

  215. COMPANIES IN DIRECTOR COMPENSATION COMPARISON SURVEY GROUP

    | 2026 Proxy Statement | A-1 |