DEF 14A of Fedex Corp, Aug 10, 2023

DEF 14A of Fedex Corp

Filed Aug 10, 2023 · FY20230001308179-23-000961

Open on EDGAR

  1. 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.

  2. PROXY STATEMENT SUMMARY

    | | Proposal 1 Election of Directors |

  3. PROXY STATEMENT SUMMARY

    | NOMINEE AND POSITION | | AGE | DIRECTOR SINCE | COMMITTEES | | | | OTHER PUBLIC DIRECTORSHIPS | | | | | | AFC | CHRC | CyTOC | GSPPC | | | | MARVIN R. ELLISON Chairman, President, and Chief Executive Officer of Lowe’s Companies, Inc. | 58 | 2014 | | | | | Lowe’s Companies, Inc. | | | STEPHEN E. GORMAN Former Chief Executive Officer of Air Methods Corporation | 68 | 2022 | | | | | Peabody Energy Corporation | | | SUSAN PATRICIA GRIFFITH President and Chief Executive Officer of The Progressive Corporation | 58 | 2018 | | | | | The Progressive Corporation | | | AMY B. LANE Former Managing Director and Group Leader, Global Retailing Investment Banking Group, Merrill Lynch & Co., Inc. | 70 | 2022 | | | | | NextEra Energy, Inc. and TJX Companies Inc. | | | R. BRAD MARTIN Vice Chairman Chairman of RBM Venture Company | 71 | 2011 | | | | | Westrock Coffee Company | | | NANCY A. NORTON Retired Vice Admiral, U.S. Navy | 58 | 2022 | | | | | | | | FREDERICK P. PERPALL Chief Executive Officer of The Beck Group | 48 | 2021 | | | | | Starwood Property Trust, Inc. | | | JOSHUA COOPER RAMO Chairman and Chief Executive Officer, Sornay, LLC | 54 | 2011 | | | | | | | | SUSAN C. SCHWAB Professor Emerita at the University of Maryland School of Public Policy | 68 | 2009 | | | | | Caterpillar Inc. and Marriott International, Inc. | | | FREDERICK W. SMITH Executive Chairman and Chairman of the Board of FedEx Corporation | 78 | 1971 | | | | | | | | DAVID P. STEINER Lead Independent Director Former Chief Executive Officer of Waste Management, Inc. | 63 | 2009 | | | | | Vulcan Materials Company | | | RAJESH SUBRAMANIAM President and Chief Executive Officer of FedEx Corporation | 57 | 2020 | | | | | The Procter & Gamble Company | | | PAUL S. WALSH Executive Chairman of McLaren Group Limited | 68 | 1996 | | | | | McDonald’s Corporation and Vintage Wine Estates, Inc. |

  4. 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 | | |

  5. PROXY STATEMENT SUMMARY

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

  6. PROXY STATEMENT SUMMARY

    | 6 | |

  7. PROXY STATEMENT SUMMARY

    Proxy Statement Summary – Director Nominee Highlights

  8. Director Nominee Highlights*

    Director Nominee Highlights* Diversity of Tenure, Age, Gender, and Background

  9. Director Nominee Highlights*

    | Independent Director Nominee Tenure** | Age** | | | | | Board Refreshment | Diversity | | | |

  10. Director Nominee Highlights*

    | * Statistics assume all director nominees are elected at the annual meeting and give effect to the resignation from the Board of V. James Vena on July 26, 2023, following his appointment as Chief Executive Officer and a board member of Union Pacific Corporation and the departure of Kimberly A. Jabal, who will not stand for reelection and will leave the Board immediately before the 2023 annual meeting. | | ** As of August 10, 2023 |

  11. Director Nominee Highlights*

    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:

  12. Director Nominee Highlights*

    | Transportation/ Logistics/Supply Chain | International | Financial | Marketing | Retail/ E-commerce | | | | | | | | 6 Nominees | 7 Nominees | 6 Nominees | 6 Nominees | 6 Nominees | | Technological/Digital/ Cybersecurity | Energy | Human Resource Management | Government | Risk Management | | | | | | | | 3 Nominees | 5 Nominees | 2 Nominees | 4 Nominees | 7 Nominees | | Leadership | | | | | | | | | | | | 13 Nominees | | | | |

  13. Director Nominee Highlights*

    | 2023 Proxy Statement | 7 |

  14. Director Nominee Highlights*

    Proxy Statement Summary – Corporate Governance Highlights

  15. Nominees for Election to the Board

    Nominees for Election to the Board Below you will find each nominee’s biography along with other pertinent information, including a selection of each Board nominee’s skills and qualifications. Following the biographies, we have included a chart that exhibits the collective experience, qualifications, attributes, and skills of our Board nominees.

  16. Nominees for Election to the Board

    | MARVIN R. ELLISON INDEPENDENT | | | | Age: 58 Director Since: 2014 Committees: Audit and Finance 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 | | | | | 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. |

  17. Nominees for Election to the Board

    | 2023 Proxy Statement | 15 |

  18. Nominees for Election to the Board

    | STEPHEN E. GORMAN INDEPENDENT | | | | Age: 68 Director Since: 2022 Committees: Cyber and Technology Oversight Governance, Safety, and Public Policy Other Public Company Directorships: Peabody Energy Corporation | Mr. Gorman is the former Chief Executive Officer of Air Methods Corporation, a leading domestic provider in the air medical market, a position he held from August 2018 until his retirement in January 2020. Prior to that, he served as the President and Chief Executive Officer of Borden Dairy Company, a fresh milk and value-added dairy processor and distributor, from 2014 until July 2017. Prior to joining Borden Dairy, he served as Executive Vice President and Chief Operating Officer of Delta Air Lines, Inc. from 2008 to 2014 and Executive Vice President – Operations of Delta Airlines from 2007 to 2008. Prior to that, Mr. Gorman served as the President and Chief Executive Officer of Greyhound Lines, Inc. from 2003 to 2007; the Executive Vice President, Operations Support and President, North America for Krispy Kreme Doughnuts, Inc. from 2001 to 2003; and Executive Vice President – Flight Operations & Technical Operations for Northwest Airlines Corp. in 2001. He previously served as a director of Greyhound Lines, Inc., Rohn Industries, Inc., Timco Aviation Services, Inc., Pinnacle Airlines Corporation, and ArcBest Corporation. SKILLS AND QUALIFICATIONS | | | | | Transportation/Logistics/Supply Chain Management Extensive experience in the transportation industry as CEO and COO of public companies in the aviation and transportation industries. | | | | Financial As a public company CEO, had oversight of financial statements and strategic financial decisions, and led mergers and acquisitions and strategic restructuring activities. | | | | Risk Management Extensive risk management expertise as CEO and COO of public companies in the aviation and transportation industries. | | | | International Has extensive experience as an executive officer of large companies with global operations. | | | | Leadership Extensive leadership in CEO and other executive officer leadership positions for several large public and private corporations and experience as a public company director, including service as Lead Independent Director (ArcBest Corporation). |

  19. Nominees for Election to the Board

    | 16 | |

  20. Nominees for Election to the Board

    | SUSAN PATRICIA GRIFFITH INDEPENDENT | | | | Age: 58 Director Since: 2018 Committees: Compensation and Human Resources Governance, Safety, and Public Policy 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 2016 and 2017. She is a former 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; 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. |

  21. Nominees for Election to the Board

    | AMY B. LANE INDEPENDENT | | | | Age: 70 Director Since: 2022 Committees: Audit and Finance Compensation and Human Resources Other Public Company Directorships: NextEra Energy, Inc. and TJX Companies Inc. | Ms. Lane is the former Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., an investment banking firm, a position she held from 1997 until her retirement in 2002. Ms. Lane previously served as Managing Director at Salomon Brothers, Inc., an investment banking firm, where she founded and led the retail industry investment banking unit, having joined Salomon Brothers in 1989. Ms. Lane also previously served as a director of GNC Holdings, Inc. and as a member of the Board of Trustees of Urban Edge Properties. SKILLS AND QUALIFICATIONS | | | | | Financial Earned an MBA in Finance from The Wharton School, University of Pennsylvania. Has numerous years of experience in financial services, capital markets, finance, and accounting, and public company audit and finance committee experience, including as a chair. | | | | Retail/E-Commerce Founded and led the retail industry investment banking units at Salomon Brothers and Merrill Lynch and is a member of the Board of TJX Companies Inc., a leading global off-price retailer. | | | | Energy Member of the Board of NextEra Energy, Inc., a leading clean energy company. | | | | Leadership Significant executive leadership, management, and strategy expertise as the former leader of two investment banking practices covering the global retailing industry and service as a director on numerous public company boards. |

  22. Nominees for Election to the Board

    | 2023 Proxy Statement | 17 |

  23. Nominees for Election to the Board

    | R. BRAD MARTIN INDEPENDENT — VICE CHAIRMAN | | | | Age: 71 Director Since: 2011 Committees: Audit and Finance (Chair) Other Public Company Directorships: Westrock Coffee Company | Mr. Martin 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 in August 2022. 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. SKILLS AND QUALIFICATIONS | | | | | Financial; Risk Management 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. An audit committee financial expert, as determined by the Board. 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 Former Tennessee state representative. |

  24. Nominees for Election to the Board

    | NANCY A. NORTON INDEPENDENT | | | | Age: 58 Director Since: 2022 Committees: Compensation and Human Resources Cyber and Technology Oversight Other Public Company Directorships: None | 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. |

  25. Nominees for Election to the Board

    | 18 | |

  26. Nominees for Election to the Board

    | FREDERICK P. PERPALL INDEPENDENT | | | | Age: 48 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 also serves on the Board of Councilors for The Carter Center and is President of the United States Golf Association Executive Committee. 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 Has extensive experience in an industry where oversight and management of risks related to safety and compliance are mission-critical functions. | | | | Financial Alumnus of Harvard Business School’s Advanced Management Program; public company audit and investment committee member. | | | | Leadership Ten years of service as Chief Executive Officer of The Beck Group. |

  27. Nominees for Election to the Board

    | JOSHUA COOPER RAMO INDEPENDENT | | | | Age: 54 Director Since: 2011 Committees: Cyber and Technology Oversight (Chairman) 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 is a former director of Starbucks Corporation. SKILLS AND QUALIFICATIONS | | | | | Leadership Chairman and Chief Executive Officer, Sornay, LLC; former Vice Chairman, Co-Chief Executive Officer, of Kissinger Associates. | | | | 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. |

  28. Nominees for Election to the Board

    | 2023 Proxy Statement | 19 |

  29. Nominees for Election to the Board

    | SUSAN C. SCHWAB INDEPENDENT | | | | Age: 68 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 is a former director of The Boeing Company. SKILLS AND QUALIFICATIONS | | | | | International; Government 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. |

  30. Nominees for Election to the Board

    | FREDERICK W. SMITH | | | | Age: 78 Director Since: 1971 Committees: None Other Public Company Directorships: None | Mr. Smith is the company’s founder and has been Executive Chairman of FedEx since June 1, 2022, and Chairman of the Board since 1998. Mr. Smith was Chief Executive Officer of FedEx from 1998 through May 2022 and President of FedEx from 1998 through January 2017. He was Chairman, President, and Chief Executive Officer of FedEx Express from 1983 to 1998, Chief Executive Officer of FedEx Express from 1977 to 1998, President of FedEx Express from 1971 to 1975, and Chairman of FedEx Express from 1975 to May 2022. SKILLS AND QUALIFICATIONS | | | | | Transportation/Logistics/Supply Chain Management; Leadership Founder and former CEO of our company and the pioneer of the express transportation industry. | | | | Energy Chairman Emeritus of the Energy Security Leadership Council. | | | | International Founder and former CEO of our multinational company and has served on the board of the Council on Foreign Relations and as chairman of the U.S.-China Business Council and the French-American Business Council. |

  31. Nominees for Election to the Board

    | 20 | |

  32. DAVID P. STEINER INDEPENDENT — LEAD INDEPENDENT DIRECTOR

    DAVID P. STEINER INDEPENDENT — LEAD INDEPENDENT DIRECTOR

  33. DAVID P. STEINER INDEPENDENT — LEAD INDEPENDENT DIRECTOR

    | Age: 63 Director Since: 2009 Committees: Governance, Safety, and Public Policy (Chair) Other Public Company Directorships: Vulcan Materials Company | Mr. Steiner is the former Chief Executive Officer of Waste Management, Inc., a provider of integrated waste management services, serving as Chief Executive Officer from 2004 through October 2016. He was President of Waste Management, Inc. from 2010 through July 2016, Executive Vice President and Chief Financial Officer from 2003 to 2004, Senior Vice President, General Counsel and Corporate Secretary from 2001 to 2003, and Vice President and Deputy General Counsel from 2000 to 2001. He was a partner at Phelps Dunbar L.L.P., a law firm, from 1990 to 2000. Mr. Steiner was previously a director of TE Connectivity Ltd. and Waste Management, Inc. SKILLS AND QUALIFICATIONS | | | | | Transportation/Logistics/Supply Chain Management Former CEO of Waste Management, which transports waste materials. | | | | Financial Has an accounting degree from Louisiana State University and was CFO of Waste Management before becoming its CEO. | | | | Energy Former CEO of Waste Management, which has taken an industry leadership role in converting waste to renewable energy. |

  34. RAJESH SUBRAMANIAM

    RAJESH SUBRAMANIAM

  35. RAJESH SUBRAMANIAM

    | Age: 57 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. In this position, Mr. Subramaniam provides strategic direction for the FedEx portfolio of operating companies. 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 FedEx 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 is a former director of First Horizon National Corporation. SKILLS AND QUALIFICATIONS | | | | | Transportation/Logistics/Supply Chain Management Over 30 years of experience at FedEx in several operating companies. | | | | International; Leadership Has held leadership roles at FedEx in the Asia-Pacific region and Canada. Serves on the U.S.-India Strategic Partnership Forum and the U.S.-China Business Council. | | | | 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 Responsible for several landmark developments at FedEx, including the continuing digital transformation of the company, and has had an instrumental role in recent technology upgrades to address the continued growth of e-commerce. |

  36. RAJESH SUBRAMANIAM

    | 2023 Proxy Statement | 21 |

  37. PAUL S. WALSH INDEPENDENT

    PAUL S. WALSH INDEPENDENT

  38. PAUL S. WALSH INDEPENDENT

    | Age: 68 Director Since: 1996 Committees: Compensation and Human Resources (Chair) Other Public Company Directorships: McDonald’s Corporation and Vintage Wine Estates, Inc. | 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 a director of Chime Communications Limited, where he serves as Chairman of the Board, and UPL Corporation Ltd., Cayman. He has been a member of the U.K. Prime Minister’s Business Advisory Group since July 2015 and has been a Business Ambassador on the U.K. government’s Business Ambassador Network since his appointment in August 2012. Mr. Walsh was Chairman, President, and Chief Executive Officer of The Pillsbury Company, a wholly owned subsidiary of Diageo plc, from 1996 to 2000, and Chief Executive Officer of The Pillsbury Company from 1992 to 1996. He was previously a director of 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, and Bespoke Capital Acquisition Corp. SKILLS AND QUALIFICATIONS | | | | | International Former CEO of a U.K.–based, large multinational corporation. | | | | Financial Has held executive finance positions, including CFO of a major division, at a U.K.–based public 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. |

  39. PAUL S. WALSH INDEPENDENT

    | 22 | |

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

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

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

    | | | | | | | | | | | | | | | | | | 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. | | | | | | | | | | | | | | | | 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 our 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 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 executive management team on a wide range of issues. | | | | | | | | | | | | | |

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

    Audit Committee Financial Expert The Board of Directors has determined that R. Brad Martin is an audit committee financial expert as that term is defined in SEC rules. Director Independence The Board of Directors has determined that each member of the Audit and Finance, Compensation and Human Resources, and GSPP Committees is independent. With the exception of Frederick W. Smith and Rajesh Subramaniam, each of the Board’s current members (Marvin R. Ellison, Stephen E. Gorman, Susan Patricia Griffith, Kimberly A. Jabal, Amy B. Lane, R. Brad Martin, Nancy A. Norton, Frederick P. Perpall, Joshua Cooper Ramo, Susan C. Schwab, David P. Steiner, and Paul S. Walsh) is independent and meets the applicable independence requirements of the New York Stock Exchange (including the additional 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

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

    | 2023 Proxy Statement | 23 |

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

    director independence. Mr. Smith is FedEx’s Executive Chairman, and Mr. Subramaniam is FedEx’s President and Chief Executive Officer. V. James Vena served as a director during fiscal 2023 and until his resignation from the Board on July 26, 2023, following his appointment as Chief Executive Officer and a board member of Union Pacific Corporation. The Board also determined that Mr. Vena was independent. Under the Board’s standards of director independence, which are included in FedEx’s Corporate Governance Guidelines, available under the ESG 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:

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

    | | 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 revenues for such year. | | | Indebtedness. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that is indebted to FedEx or to which FedEx is indebted, and the aggregate amount of such debt is less than one percent (or $1 million, whichever is greater) of the total consolidated assets of the indebted company. | | | Charitable Contributions. The director is a trustee, fiduciary, director, or officer of a tax-exempt organization to which FedEx contributes, and the contributions to such organization by FedEx have not within any of such organization’s three most recently completed fiscal years exceeded one percent (or $250,000, whichever is greater) of such organization’s consolidated gross revenue for such year. |

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

    In determining each director’s independence, the Board broadly considered all relevant facts and circumstances, including the following immaterial transactions, relationships, and arrangements:

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

    | | Mr. Ellison serves, and Mr. Martin served (through June 30, 2022), on the Board of Trustees of the University of Memphis, a non-profit entity to which FedEx makes payments and charitable contributions. Robert B. Carter, FedEx’s Executive Vice President, FedEx Information Services and Chief Information Officer, was appointed to the Board of Trustees of the University of Memphis effective July 1, 2023. The payments and charitable contributions made by FedEx to the University of Memphis in fiscal 2023 represented 2.8% of the University’s consolidated gross revenue for the year. The payments and charitable contributions made by FedEx to the University of Memphis in each of its 2022 and 2021 fiscal years represented less than one percent of the University’s consolidated gross revenue for the year. The Board determined that Messrs. Ellison and Martin are independent directors under the Board’s independence standards as neither of them has a direct or indirect material relationship with either FedEx or the University of Memphis, other than as a director, trustee, or former trustee, and neither of them derive any financial or other personal benefit from these transactions. | | | 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 serves 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. | | | Mr. Martin and Mr. Carter served as members of the board of managers of Pilot Travel Centers LLC in fiscal 2023 (through April 2023). The amount of the payments made by FedEx to Pilot Travel Centers in calendar years 2022 and 2020 did not exceed one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year, and the amount of payments in calendar 2021 was approximately 1.1% of Pilot Travel Center’s consolidated gross revenue in 2021. |

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

    | 24 | |

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

    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 the following existing related person transactions and determined that they remain in the best interests of FedEx and our stockholders:

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

    | | FedEx’s policy on personal use of corporate aircraft requires officers to pay FedEx two times the cost of fuel, plus applicable passenger ticket taxes and fees, for personal trips. Pursuant to this requirement, Mr. Smith paid FedEx $1,320,493 during fiscal 2023 in connection with certain personal use of corporate aircraft. | | | Mr. Smith’s oldest son is employed by FedEx Express as its President and Chief Executive Officer–Airline and International and was formerly its President and Chief Executive Officer. The compensation of Mr. Smith’s oldest son for fiscal 2023 (including any incentive compensation amounts and the Black-Scholes value of any stock option award) was $4,989,200. | | | Mr. Smith’s daughter is employed by FedEx Corporation as a staff director of global public policy; Mr. Subramaniam’s brother is employed by FedEx Services as a manager of information technology; the son-in-law of Mark R. Allen, FedEx’s Executive Vice President, General Counsel and Secretary, is employed by FedEx as a managing director in the legal department; and the wife of Sriram Krishnasamy, FedEx’s Executive Vice President and Chief Transformation Officer and Chief Executive Officer–FedEx Dataworks, is employed by FedEx Services as a manager of information technology. The total annual compensation of each of Mr. Smith’s daughter, Mr. Subramaniam’s brother, Mr. Allen’s son-in-law, and Mr. Krishnasamy’s wife for fiscal 2023 (including any incentive compensation and the Black-Scholes value of any stock option award) did not, individually, exceed $395,000. | | | In fiscal 2017, following the Board’s approval, FedEx entered into a two-year software services agreement with LiveSafe, Inc., a leading mobile risk intelligence solution for safety and security incident prevention, response, and communication. Mr. Smith is a former member of the board of directors of LiveSafe, and an affiliated entity of Mr. Smith invested $7.25 million in LiveSafe’s Series B financings. Mr. Smith’s youngest son was an employee and partial owner of LiveSafe. Under the terms of the agreement, FedEx paid LiveSafe $300,000 per year, in addition to an initial set-up fee of approximately $20,000. In July 2018, following the Board’s approval, FedEx and LiveSafe agreed to amend and extend the agreement through July 2021. Pursuant to the amendment, the number of licensed FedEx users of the LiveSafe application increased, and FedEx paid total license fees of approximately $4.4 million over the three-year term of the agreement. In October 2020, Vector Solutions, an unrelated third party and provider of software solutions for learning, operational readiness, workforce management, and risk reduction, acquired LiveSafe. Following the sale of LiveSafe to Vector Solutions, Mr. Smith and Mr. Smith’s youngest son no longer hold any ownership interests in LiveSafe or Vector Solutions, and Mr. Smith’s youngest son is no longer employed by LiveSafe or Vector Solutions. In connection with the sale of LiveSafe, Vector Solutions and Mr. Smith’s youngest son entered into a referral agreement pursuant to which Mr. Smith’s youngest son receives commissions upon the renewal of certain LiveSafe agreements in place prior to the sale, including the FedEx agreement. LiveSafe is an integral part of our workplace safety program. Based on the recommendations of our Security and Information Technology leadership, in fiscal 2022 FedEx extended the term of the software services agreement with Vector Solutions (as successor to LiveSafe) for a three-year term beginning July 31, 2021 through July 30, 2024. The GSPP Committee and the independent members of the Board approved the extension of the agreement. FedEx will pay an annual license fee of $1,545,000 for each year of the three-year term based on the current number of licensed FedEx users. Pursuant to the referral agreement, Vector Solutions will pay Mr. Smith’s youngest son a commission of $154,500 per year over the three-year renewal term based on the current number of licensed FedEx users. |

  51. Directors’ Compensation

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS IN LIEU OF CASH RETAINER ($)(2) | OPTION AWARDS ($)(3)(4) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | M.R. Ellison | 125 | 139,875 | 180,016 | — | 320,016 | | S.E. Gorman | 140,000 | — | 180,016 | — | 320,016 | | S.P. Griffith | 125 | 139,875 | 180,016 | — | 320,016 | | K.A. Jabal | 140,000 | — | 180,016 | — | 320,016 | | S.A. Jackson(5) | — | — | — | 813 | 813 | | A.B. Lane | 88,992 | 88,809 | 233,980 | — | 411,781 | | R.B. Martin | 95,062 | 69,938 | 180,016 | — | 345,016 | | N.A. Norton | 140,000 | — | 180,016 | — | 320,016 | | F.P. Perpall | 125 | 139,875 | 180,016 | — | 320,016 | | J.C. Ramo | 15,125 | 139,875 | 180,016 | — | 335,016 | | S.C. Schwab | 125 | 139,875 | 180,016 | — | 320,016 | | D.P. Steiner | 15,125 | 139,875 | 180,016 | — | 335,016 | | V.J. Vena(6) | 184 | 177,617 | 233,980 | — | 411,781 | | P.S. Walsh | 155,000 | — | 180,016 | — | 335,016 |

  52. Incentive Compensation Highlights

    | FY19 | FY20 | FY21 | FY22 | FY23 | | No AIC plan payout | No AIC plan payout | AIC plan paid at maximum | AIC plan paid below target | No AIC plan payout | | FY17–FY19 LTI plan paid above target but below maximum | No FY18–FY20 LTI plan payout | No FY19–FY21 LTI plan payout | No FY20–FY22 LTI plan payout | FY21–FY23 LTI plan paid above target but below maximum |

  53. Incentive Compensation Highlights

    | | HOW PURSUED | | | OBJECTIVE | GENERALLY | SPECIFICALLY | | Retain and attract highly qualified and effective executive officers. | Pay competitively. | Use comparison survey data as a point of reference in evaluating target levels for total direct compensation, which includes both fixed and variable, at-risk components tied to stock price appreciation and short- and long-term financial performance. | | Motivate executive officers to contribute to our future success and to build long-term stockholder value and reward them accordingly. | Link a significant part of compensation to FedEx’s financial and stock price performance, especially long-term performance. | Weight executive compensation program in favor of incentive and equity-based compensation elements (rather than base salary), especially long-term incentive cash compensation and equity incentives in the form of stock options and restricted stock. | | Further align executive officer and stockholder interests. | Encourage and facilitate long-term stockholder returns and significant ownership of FedEx stock by executives. | Make annual equity-based grants; tie long-term cash compensation to growth in our EPS (which strongly correlates with long-term stock price appreciation), relative total shareholder return (“TSR”), and, beginning with the FY24–FY26 LTI plan, ROIC; maintain a stock ownership goal for senior officers and encourage each officer to retain shares acquired upon stock option exercises until his or her goal is met. |

  54. Incentive Compensation Highlights

    Market Referencing Because retention is imperative and tenure and management level are determinative factors, we use external survey data solely as a market reference point to assess the competitiveness of our compensation programs. The target compensation levels of our named executive officers are not designed to correspond to a specific percentile of compensation in those surveys. Instead, our analysis considers multiple market reference points for the analyzed positions to provide us with a reasonable range around which to focus. For the fiscal 2023 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 $160 billion. These companies are listed in Appendix B. General industry companies, including U.S. and multinational companies, is the appropriate comparison category because our executives are recruited by and from businesses outside of FedEx’s industry peer group. Moreover, our industry peer group does not provide a sufficient number of companies that are of a comparable size to FedEx. Using a robust data sample (87 companies for fiscal 2023) mitigates the impact of outliers, year-over-year volatility of compensation levels, and the risk of selection bias, and increases the likelihood of comparing with companies with executive officer positions similar to ours. Because the annual revenues of these companies vary significantly, each consulting firm used regression analysis to allow for the inclusion of data from a large number of both larger and smaller companies. The data results provided by each firm were then averaged to arrive at blended market compensation data for general industry executives. When we evaluate the elements of compensation of our executive officers in light of the referenced survey data, we consider TDC as illustrated below:

  55. Elements of TDC

    | SHORT-TERM COMPENSATION | | LONG-TERM COMPENSATION | | | | Base Salary | AIC | Restricted Stock* | Stock Options | LTI |

  56. Elements of TDC

    TDC includes AIC at target (i.e., assuming achievement of all objectives) and all long-term components at target. Tax payments on restricted stock awards are included in TDC. Other elements of compensation of the named executive officers (such as perquisites and retirement benefits) are not included in TDC, consistent with our referenced survey information. These other elements of compensation, however, are reviewed annually and approved by the Compensation & HR Committee. While we may reference our target executive compensation levels against the survey group of companies, we do not compare our AIC and LTI financial-performance goals against these companies or any other group of companies (other than through the TSR component of certain LTI plans). Rather, as discussed below, our AIC and LTI financial-performance goals are based upon our internal business objectives which, when set each year, represent aggressive goals. Accordingly, the relationship between our financial performance and the financial performance of the survey companies does not affect the relationship between our executive compensation and the executive compensation of that group in a given year. Pay for Performance Our executive compensation program is intended not only to retain and attract highly qualified and effective managers, but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholders and appropriately reward them for doing so. Accordingly, we believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief. In particular, AIC payments, LTI payments, and stock options represent a significant portion of our executive compensation program, and this variable compensation is “at risk” and directly dependent upon the achievement of corporate financial-performance goals and stock price appreciation:

  57. Elements of TDC

    | | Fiscal 2023 AIC payouts for all plan participants, including the named executive officers, were tied to achieving specified levels of adjusted consolidated operating income, as well as individual performance objectives as described further below. Actual adjusted consolidated operating income (which excluded certain items that did not reflect core business performance, as described in detail below) was below the threshold objective level for fiscal 2023, resulting in no payout under the fiscal 2023 AIC plan. |

  58. Elements of TDC

    | | LTI payouts for fiscal 2023 were tied to meeting pre-established aggregate goals for adjusted EPS and CapEx/Revenue over a three-fiscal-year period. Strong adjusted EPS growth in fiscal 2021 and 2022, resulting in maximum achievement of this component of the FY21–FY23 LTI plan, and slightly below- target achievement of the CapEx/Revenue component over the three-fiscal-year period, resulted in above-target payouts under the FY21–FY23 LTI plan. | | | The exercise price of stock options granted under our equity incentive plans is equal to the fair market value of our common stock on the date of grant, so the options will yield value to the executive only if the stock price appreciates. |

  59. Fiscal 2023 Target TDC Components

    | * In his role as Executive Chairman, Mr. Smith’s fiscal 2023 compensation consisted solely of base salary and participation in the performance-based LTI plan. |

  60. Fiscal 2023 Target TDC Components

    We believe that long-term performance is the most important measure of our success, as we manage FedEx’s operations and business for the long-term benefit of our stockholders. Accordingly, not only is our executive compensation program weighted towards variable, at-risk pay components, but we also emphasize incentives that are dependent upon long-term corporate performance and stock price appreciation. These long-term incentives include LTI plan cash compensation and equity awards (stock options and restricted stock), which comprise a significant portion of an executive officer’s total compensation. These incentives are designed to motivate and reward our executive officers for achieving long-term corporate financial-performance goals and maximizing long-term stockholder value. The actual compensation paid out in a given year may vary widely from target levels because compensation earned under the AIC and LTI programs is variable and commensurate with the level of achievement of financial-performance goals. When we fall short of our business objectives, payments under these variable programs decrease correspondingly. Conversely, when we achieve superior results, we reward our executives accordingly under the terms of these programs. In addition, with regard to the stock-option component of TDC, officers realize value from the stock options recognized in the TDC calculation only if the stock price appreciates after the grant date.

  61. Fiscal 2023 Target TDC Components

    The following chart illustrates for each named executive officer the allocation of fiscal 2023 target TDC between short-term components — base salary and AIC — and long-term incentives — LTI, stock options, and restricted stock, including the related tax payment:

  62. Fiscal 2023 Target Long-Term vs. Target Short-Term Compensation

    Fiscal 2023 Target Long-Term vs. Target Short-Term Compensation

  63. Fiscal 2023 Target Long-Term vs. Target Short-Term Compensation

    | * In his role as Executive Chairman, Mr. Smith’s fiscal 2023 compensation consisted solely of base salary and participation in the LTI plan. |

  64. Fiscal 2023 Target Long-Term vs. Target Short-Term Compensation

    Align Management and Stockholder Interests We award stock options and restricted stock to create and maintain a long-term economic stake in the company for our officers, thereby aligning their interests with the interests of our stockholders. In addition, our LTI plans (including the FY21–FY23 LTI plan) include achievement of a pre-established aggregate adjusted EPS goal for a three-fiscal-year period as the most heavily weighted performance metric. EPS was selected as a financial measure for the LTI plans because growth in our EPS strongly correlates to long-term stock price appreciation, further aligning the interests of senior management with the interests of our stockholders.

  65. Policy Against Hedging and Pledging Transactions

    | | None of the shares pledged were acquired through a FedEx equity compensation plan. | | | The pledged shares are not used to shift or hedge any economic risk in owning FedEx shares. These shares collateralize loans used to fund outside personal business ventures and prior purchases of FedEx shares. If Mr. Smith had been unable to pledge these shares, he may have been forced to sell the shares in order to obtain the necessary funds. | | | The pledged shares represent less than 1% of FedEx’s outstanding shares as of July 27, 2023 and therefore do not present any appreciable risk for investors or the company. | | | Mr. Smith is FedEx’s founder and one of the company’s largest stockholders, and a substantial portion of his personal net worth is in the form of company stock. Mr. Smith has pledged approximately 11% of his total share ownership. The number of shares pledged by Mr. Smith increased by 155,000 shares since last year. Based on the fiscal year-end stock price ($217.98), the value of his pledged shares was approximately $438 million. Additionally, excluding the pledged shares, as of July 27, 2023, Mr. Smith’s stock ownership is 947 times what he is required to hold under the company’s stock ownership goal. | | | In accordance with our policy, Mr. Smith has established his financial capacity to repay the loan without resorting to the pledged shares. In the unlikely event such a sale was necessary, based on the 30-day average trading volume for FedEx shares as of July 27, 2023, it would take two days for the pledged shares to be sold in the open market. Furthermore, Mr. Smith’s unpledged share ownership is very substantial and would likely be able to prevent any margin call. |

  66. Clawback Policies

    | | Approving any annual merit increases to the base salaries of the executive officers who report to him within limits established by the Committee; | | | Approving, as needed, any special base salary adjustments designed to maintain market competitiveness, within limits established by the Committee; | | | Establishing annual individual performance objectives for the executive officers who report to him and evaluating their performance against such objectives (the Committee reviews these performance evaluations); and | | | Making recommendations, from time to time, for special stock option and restricted stock grants (e.g., for motivational or retention purposes) to other executive officers. |

  67. Fiscal 2023 AIC Plan Design

    Fiscal 2023 AIC Plan Design In order to continue motivating management to achieve strong financial performance, the performance measure for all participants in the fiscal 2023 AIC plan was adjusted consolidated operating income. In order to ensure that payouts under the fiscal 2023 AIC plan accurately reflected the company’s core financial performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved excluding fiscal 2023 costs related to business realignment activities in connection with the FedEx Express workforce reduction plan in Europe that was announced in January 2021 from fiscal 2023 consolidated operating income for purposes of the plan. The Board of Directors determined it was appropriate to minimize the impact of business realignment activities for all plan participants. The adjusted consolidated operating income target objective under the fiscal 2023 AIC plan was equal to the fiscal 2023 business plan objective for adjusted consolidated operating income due to the inherent risk and uncertainty in the business plan given the economic environment. The target objective under the fiscal 2023 AIC plan required significant year-over-year growth in adjusted consolidated operating income to achieve a target or above-target payout. Actual adjusted consolidated operating income performance that exceeded the fiscal 2023 target objective for adjusted consolidated operating income under the AIC plan would result in an above-target payout opportunity, up to the maximum payout amount. The maximum payout opportunity under the plan was 200% of the target amount. The actual payout for plan participants, including the non-CEO named executive officers, also depended on the achievement level of their respective individual performance objectives. The fiscal 2023 AIC payout amount for the Chief Executive Officer was not based on individual performance objectives but could be adjusted by the independent Board members based on their annual evaluation of his performance, as described below. The fiscal 2023 AIC payout opportunity for each of the named executive officers (other than Mr. Smith, who did not participate in the fiscal 2023 AIC plan) was based on the achievement of corporate objectives for adjusted consolidated operating income, as described above, and the fiscal 2023 AIC plan did not have a funding floor for the named executive officers. The minimum payout opportunity under the plan for Mr. Subramaniam was zero, as a result of the threshold financial-performance objective and the independent directors’ ability to adjust Mr. Subramaniam’s bonus amount downward based on his annual performance evaluation. The minimum payout opportunity for each other participating named executive officer was also zero, as a result of the threshold financial-performance objective and Mr. Subramaniam’s ability to adjust each applicable officer’s payout amount downward based on his achievement of individual performance objectives established at the beginning of the fiscal year. The fiscal 2023 AIC target payouts for the named executive officers (other than Mr. Smith), as a percentage of their respective base salary paid during fiscal 2023, were as follows:

  68. Fiscal 2023 AIC Plan Design

    | NAME | TARGET PAYOUT (AS A PERCENTAGE OF BASE SALARY)(1) | | R. Subramaniam | 165% | | M.C. Lenz | 120% | | F.W. Smith(2) | — | | R.B. Carter | 120% | | M.R. Allen | 120% |

  69. Fiscal 2023 AIC Plan Design

    | (1) The maximum fiscal 2023 AIC payout opportunity for each named executive officer was 200% of his target bonus. | | (2) In his role as Executive Chairman, Mr. Smith did not participate in the fiscal 2023 AIC plan. |

  70. Fiscal 2023 AIC Performance and Payouts

    Fiscal 2023 AIC Performance and Payouts The following table shows the threshold, target, and maximum objectives for adjusted consolidated operating income under our fiscal 2023 AIC plan as well as our actual performance (in millions). The actual AIC plan payout ranges on a sliding scale based upon the performance of the company against our financial performance objectives. As discussed above, actual fiscal 2023 adjusted consolidated operating income was below the threshold objective under the fiscal 2023 AIC plan.

  71. Fiscal 2023 AIC Performance and Payouts

    | COMPANY PERFORMANCE MEASURE | THRESHOLD | TARGET | MAXIMUM | ACTUAL | | Adjusted Consolidated Operating Income(1) | $7,259 | $8,314 | $9,220 | $4,948 |

  72. Fiscal 2023 AIC Performance and Payouts

    | (1) As discussed above, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of fiscal 2023 costs related to business realignment activities in connection with the FedEx Express workforce reduction plan in Europe that was announced in January 2021 from actual adjusted consolidated operating income for purposes of the fiscal 2023 AIC plan. See Appendix C for a reconciliation of fiscal 2023 adjusted consolidated operating income to the most directly comparable GAAP measure. |

  73. Fiscal 2023 AIC Performance and Payouts

    The following table sets forth the actual AIC payout for each named executive officer as compared to his target AIC payout:

  74. Fiscal 2023 AIC Performance and Payouts

    | NAME | TARGET AIC PAYOUT ($) | ACTUAL AIC PAYOUT ($) | | R. Subramaniam | 2,145,000 | 0 | | M.C. Lenz | 1,037,000 | 0 | | F.W. Smith(1) | — | — | | R.B. Carter | 1,122,662 | 0 | | M.R. Allen | 894,305 | 0 |

  75. Fiscal 2023 AIC Performance and Payouts

    | (1) In his role as Executive Chairman, Mr. Smith did not participate in the fiscal 2023 AIC plan. |

  76. Fiscal 2024 AIC Plan Design

    Fiscal 2024 AIC Plan Design In order to continue motivating management to achieve strong financial performance, the performance measure for all participants in the fiscal 2024 AIC program is adjusted consolidated operating income. In order to ensure that payouts under the fiscal 2024 AIC plan accurately reflect the company’s core financial performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved excluding fiscal 2024 costs related to business optimization activities from fiscal 2024 consolidated operating income for purposes of the plan. The Board of Directors determined it was appropriate to minimize the impact of business optimization implementation spend for all plan participants. See “— LTI Program — Mark-to-Market Plans Accounting and Other Adjustments to EPS for LTI Plan Purposes” and Appendix C. The adjusted consolidated operating income target objective under the fiscal 2024 AIC plan is higher than the fiscal 2024 business plan objective for adjusted consolidated operating income due to the inherent risk and uncertainty in the business plan in the current economic environment. The target objective under the fiscal 2024 AIC plan requires significant year-over-year growth in adjusted consolidated operating income and above-plan performance to achieve a target or above-target payout. The maximum payout opportunity under the plan is 150% of the target amount. However, the actual payout for plan participants, including the non-CEO named executive officers, depends on the achievement level of their respective individual performance objectives. The AIC payout amount for the Chief Executive Officer, Mr. Subramaniam, is not based on individual performance objectives, but may be adjusted by the independent Board members based on their annual evaluation of his performance, as described above. The fiscal 2024 AIC payout opportunity for each of the participating named executive officers will be based on the achievement of corporate objectives for adjusted consolidated operating income, as described above. The minimum payout opportunity under the plan for Mr. Subramaniam will be zero, as a result of the threshold financial-performance objective and the independent directors’ ability to adjust Mr. Subramaniam’s bonus amount downward based on his annual performance evaluation, as described above. The minimum payout opportunity for each participating non-CEO named executive officer also will be zero, as a result of the threshold financial-performance objective and Mr. Subramaniam’s ability to adjust each applicable officer’s payout amount downward based on his achievement of individual performance objectives established at the beginning of the fiscal year. Mr. Subramaniam will determine the achievement level of the officer’s individual objectives at the conclusion of fiscal 2024.

  77. Fiscal 2024 AIC Plan Design

    | NAME | TARGET PAYOUT (AS A PERCENTAGE OF BASE SALARY) | | R. Subramaniam | 165% | | M.C. Lenz(1) | 120% | | F.W. Smith(2) | —% | | R.B. Carter | 120% | | M.R. Allen | 120% |

  78. Fiscal 2024 AIC Plan Design

    | (1) Beginning August 1, 2023, Mr. Lenz is serving as a Senior Advisor through December 31, 2023. His potential payout for the fiscal 2024 AIC plan will be prorated to reflect the portion of fiscal 2024 during which he will be employed. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement with Michael C. Lenz” on page 75. | | (2) In his role as Executive Chairman, Mr. Smith will not participate in the fiscal 2024 AIC plan. |

  79. FY21–FY23 LTI Plan

    FY21–FY23 LTI Plan The FY21–FY23 LTI plan included two financial performance metrics: (1) aggregate adjusted EPS for the three-fiscal-year period, weighted at 75% of the total payout opportunity; and (2) CapEx/Revenue for the three-fiscal-year period, weighted at 25% of the total payout opportunity. EPS The Compensation & HR Committee and Board of Directors determined that EPS was an appropriate financial metric for the FY21–FY23 LTI plan given that growth in EPS strongly correlates to long-term stock price appreciation. Payouts under the EPS component of the FY21–FY23 LTI plan were determined as follows:

  80. FY21–FY23 LTI Plan

    | | No LTI payment for the EPS component unless the three-year average annual adjusted EPS growth rate (“EPS growth rate”) is at least 5%; | | | Target payout for the EPS component if the EPS growth rate is 12.5%; | | | Above-target payout for the EPS component if the EPS growth rate is above 12.5%, up to a maximum amount (equal to 150% of the target payout) if the EPS growth rate is 15% or higher; and | | | Below-target payout for the EPS component 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%. |

  81. FY21–FY23 LTI Plan

    CapEx/Revenue The second metric in the FY21–FY23 LTI plan, CapEx/Revenue, was chosen to incent management to further optimize capital deployment and efficiency over the three-fiscal-year period. The Compensation & HR Committee and the Board of Directors chose to use CapEx/Revenue in combination with the historical EPS metric because it can easily be calculated from publicly available information, is easily understood by all plan participants, and works in conjunction with EPS to improve cash flow. The threshold, target, and maximum payout objectives were established for the three-fiscal-year period based on the forecasted level of capital expenditures for the applicable fiscal year. Payouts under the CapEx/Revenue component of the FY21–FY23 LTI plan were determined as follows:

  82. FY21–FY23 LTI Plan

    | | No payout unless CapEx/Revenue is at or below 8.5%; | | | Target payout if CapEx/Revenue is at 7.0%; | | | Above-target payout if CapEx/Revenue is below 7.0%, up to a maximum payout (equal to 150% of the target payout) if CapEx/Revenue is at or below 6.0%; and | | | Below-target payout if CapEx/Revenue is above 7.0%, down to a threshold amount (equal to 25% of the target payout) if CapEx/Revenue is at 8.5%. |

  83. FY21–FY23 LTI Plan

    | 52 | |

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

    Mark-to-Market Retirement Plans Accounting and Other Adjustments to EPS for LTI Plan Purposes All active LTI plans, as well as the FY21–FY23 LTI plan, 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 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. As a result, the Board previously determined that MTM Adjustments will be excluded from EPS calculations under all LTI plans. The Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of certain items from fiscal 2021, 2022, and 2023 EPS for purposes of FedEx’s FY21–FY23, FY22–FY24, and FY23–FY25 LTI plans, and for establishing the baseline EPS for the FY22–FY24, FY23–FY25, and FY24–FY26 LTI plans, as applicable. 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 fiscal 2021, 2022, and 2023, as applicable. A discussion of the items excluded for each fiscal year and full reconciliation showing the individual adjustments to the GAAP EPS measure 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. During fiscal 2022 and fiscal 2023, the Company repurchased 8,857,202 shares and 9,180,752 shares, respectively, under our stock repurchase program. Because the positive impact on EPS resulting from these stock repurchases did not reflect core business performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of the impact of the fiscal 2022 and fiscal 2023 stock repurchases in excess of that which offset dilution from equity awards from EPS for fiscal 2022 and fiscal 2023 for the purpose of calculating attainment under each applicable LTI plan.

  85. Fiscal 2023 LTI Performance and Payouts

    Fiscal 2023 LTI Performance and Payouts For the FY21–FY23 LTI plan, the baseline EPS over which the three-fiscal-year average annual EPS growth rate goals are measured is $7.92. For purposes of establishing the baseline EPS for the FY21–FY23 LTI plan, fiscal 2020 GAAP EPS of $4.90 was adjusted to exclude: (i) MTM Adjustments ($2.22 per diluted share) and (ii) fiscal 2020 TNT Express integration expenses ($0.80 per diluted share). The following table presents the aggregate EPS and CapEx/Revenue threshold (minimum), target, and maximum objectives under our FY21–FY23 LTI plan, which was established by the Board of Directors in June 2020, and our actual aggregate adjusted EPS and CapEx/Revenue under the plan for the three-fiscal-year period ended May 31, 2023:

  86. Fiscal 2023 LTI Performance and Payouts

    | PERFORMANCE MEASURE | THRESHOLD | TARGET | MAXIMUM | ACTUAL | | FY21–FY23 Aggregate Adjusted EPS | $26.24 | $30.20 | $31.64 | $48.59* | | FY21–FY23 CapEx/Revenue | 8.5% | 7.0% | 6.0% | 7.03% |

  87. Fiscal 2023 LTI Performance and Payouts

    | * The actual aggregate adjusted EPS consists of $16.12 for fiscal 2021, $18.67 for fiscal 2022, and $13.80 for fiscal 2023. See Appendix C for a reconciliation of the applicable non-GAAP EPS measure to the corresponding GAAP EPS measure. |

  88. Fiscal 2023 LTI Performance and Payouts

    The following table shows the threshold, target, and maximum payout opportunities under the FY21–FY23 LTI plan and the actual payout to the named executive officers:

  89. Fiscal 2023 LTI Performance and Payouts

    | NAME | THRESHOLD LTI PAYOUT ($) | TARGET LTI PAYOUT ($) | MAXIMUM LTI PAYOUT ($) | ACTUAL LTI PAYOUT ($) | | R. Subramaniam(1) | 182,292 | 2,916,667 | 4,375,000 | 3,998,750 | | M.C. Lenz | 85,937 | 1,375,000 | 2,062,500 | 1,885,125 | | F.W. Smith(2) | 271,875 | 4,350,000 | 6,525,000 | 5,963,850 | | R.B. Carter | 85,937 | 1,375,000 | 2,062,500 | 1,885,125 | | M.R. Allen | 85,937 | 1,375,000 | 2,062,500 | 1,885,125 |

  90. Fiscal 2023 LTI Performance and Payouts

    | (1) Amounts shown are prorated to reflect Mr. Subramaniam’s position as President and Chief Operating Officer in fiscal 2021 and 2022 and his current position, effective June 1, 2022, as President and Chief Executive Officer. | | (2) Amounts shown are prorated to reflect Mr. Smith’s position as Chairman of the Board and Chief Executive Officer in fiscal 2021 and 2022 and his current position, effective June 1, 2022, as Executive Chairman and Chairman of the Board. |

  91. Fiscal 2023 LTI Performance and Payouts

    | 2023 Proxy Statement | 53 |

  92. Future LTI Payout Opportunities

    Future LTI Payout Opportunities

  93. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans The FY22–FY24 LTI plan design, like the FY21–FY23 LTI plan, includes two financial performance metrics: (1) aggregate adjusted EPS for the three-fiscal-year period, weighted at 75% of the total payout opportunity; and (2) CapEx/Revenue for the three-fiscal-year period, weighted at 25% of the total payout opportunity. In June 2022, based upon further feedback obtained through the stockholder engagement process, the Board of Directors, upon the recommendation of the Compensation & HR Committee, further revised the LTI plan design, beginning with the FY23–FY25 LTI plan, to include three performance metrics: (1) aggregate adjusted EPS for the three-fiscal-year period, weighted at 50% of the total payout opportunity; (2) CapEx/Revenue over the three-fiscal-year period, weighted at 25% of the total payout opportunity; and (3) relative TSR for the three-fiscal-year period, weighted at 25% of the total payout opportunity. In July 2023, based upon further feedback obtained through the stockholder engagement process, the Board of Directors, upon the recommendation of the Compensation & HR Committee, further revised the LTI plan design, beginning with the FY24–FY26 LTI plan, to replace the CapEx/Revenue metric with a new metric, ROIC. The three performance metrics in the FY24–FY26 LTI plan are: (1) aggregate adjusted EPS for the three-fiscal-year period, weighted at 50% of the total payout opportunity; (2) average ROIC growth over the three-fiscal-year period, weighted at 25% of the total payout opportunity; and (3) relative TSR for the three-fiscal-year period, weighted at 25% of the total payout opportunity. The performance metrics used in the active LTI plans and targets for the applicable plan are described below. EPS The Compensation & HR Committee and Board of Directors determined that EPS was an appropriate financial metric for the FY22–FY24, FY23–FY25, and FY24–FY26 LTI plans given that growth in EPS strongly correlates to long-term stock price appreciation. The EPS performance goals under the FY22–FY24 and FY24–FY26 LTI plans are as follows:

  94. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | | No payment under the EPS component unless the EPS growth rate is at least 5%; | | | Target payout under the EPS component if the EPS growth rate is 12.5%; | | | Above-target payout if the EPS growth rate is above 12.5%, up to 150% of the target payout for the FY22–FY24 LTI plan (the maximum payout under this plan) and FY24–FY26 LTI plan if the EPS growth rate is 15%; | | | Above-target payout for the FY24–FY26 LTI plan 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% or higher; and | | | Below-target payout if the growth rate is below 12.5%, down to a threshold amount (equal to 25% of the target payout) if the growth rate is 5%. |

  95. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    For the FY23–FY25 LTI plan, the EPS performance goals are as follows:

  96. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | | No payment under the EPS component unless the EPS growth rate is at least 5%; | | | Target payout under the EPS component if the EPS growth rate is 15.0%; | | | Above-target payout if the EPS growth rate is above 15.0%, up to an amount equal to 150% of the target payout if the EPS growth rate is 17.5%; | | | Above-target payout if the EPS growth rate is above 17.5%, 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 15.0%, down to a threshold amount (equal to 25% of the target payout) if the EPS growth rate is 5%. |

  97. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    The Compensation & HR Committee and Board approved the reset in EPS growth rate targets for the FY24–FY26 LTI plan (reverting to historical EPS growth rate targets) from those used in the FY23–FY25 LTI plan due to changes in the macroenvironment. As described above under “Mark-to-Market Retirement Plans Accounting and Other Adjustments to EPS for LTI Plan Purposes,” fiscal 2021 adjusted EPS of $16.12 is the baseline EPS for the FY22–FY24 LTI plan, fiscal 2022 adjusted EPS of $19.47 is being used for purposes of calculating attainment under the FY22–FY24 LTI plan, fiscal 2022 adjusted EPS of $20.61 is the baseline EPS for the FY23–FY25 LTI plan, fiscal 2023 adjusted EPS of $13.91 is being used for purposes of calculating attainment under the FY22–FY24 and FY23–FY25 LTI plans, and fiscal 2023 adjusted EPS of $14.48 is the baseline EPS for the FY24–FY26 LTI plan.

  98. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

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  99. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    The following table presents the aggregate EPS thresholds, targets, and maximums under the EPS component of the FY22–FY24, FY23–FY25, and FY24–FY26 LTI plans and our progress toward the FY22–FY24 and FY23–FY25 LTI plan goals:

  100. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | PERFORMANCE MEASURE | THRESHOLD | TARGET | MAXIMUM | ACTUAL AGGREGATE ADJUSTED EPS AS OF MAY 31, 2023* | | FY22–FY24 Aggregate Adjusted EPS | $53.38 | $61.51 | $64.38 | $33.38 | | FY23–FY25 Aggregate Adjusted EPS | $68.22 | $82.31 | $90.03 | $13.91 | | FY24–FY26 Aggregate Adjusted EPS | $47.92 | $55.24 | $63.27 | N/A |

  101. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | * See Appendix C for a reconciliation of the applicable non-GAAP measure to the corresponding GAAP measure. |

  102. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    CapEx/Revenue The second metric in the FY22–FY24 and FY23–FY25 LTI plans, CapEx/Revenue, was chosen to incent management to further optimize capital deployment and efficiency over each three-fiscal-year period. The Compensation & HR Committee and the Board of Directors chose to use CapEx/Revenue in combination with the historical EPS metric because it can easily be calculated from publicly available information, is easily understood by all plan participants, and works in conjunction with EPS to improve cash flow. The threshold, target, and maximum payout objectives were established based on the forecasted level of capital expenditures for the applicable three-fiscal-year period. Payouts under the CapEx/Revenue component are determined as follows:

  103. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | | No payout unless CapEx/Revenue is at or below the threshold objective; | | | Target payout if CapEx/Revenue is at the target objective; | | | Above-target payout if CapEx/Revenue is below the target objective, up to a maximum payout (equal to 150% of the target payout) if CapEx/Revenue is at or below the maximum objective; and | | | Below-target payout if CapEx/Revenue is above the target objective, down to a threshold amount (equal to 25% of the target payout) if CapEx/Revenue is at the threshold objective. |

  104. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    The following table presents the CapEx/Revenue threshold, target, and maximum under the FY22–FY24 and FY23–FY25 LTI plans and our progress toward these goals as of May 31, 2023:

  105. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | PERFORMANCE PERIOD | CAPEX/ REVENUE THRESHOLD | CAPEX/ REVENUE TARGET | CAPEX/ REVENUE MAXIMUM | ACTUAL CAPEX/ REVENUE AS OF MAY 31, 2023 | | FY22–FY24 | 9.5% | 8.0% | 7.0% | 7.0% | | FY23–FY25 | 7.2% | 6.9% | 6.6% | 6.8% |

  106. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    ROIC The second metric selected for the FY24–FY26 LTI plan is ROIC, which was chosen to further align executive compensation with stockholder value, with ROIC being a key metric by which to measure 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 plan, 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. Payouts under the ROIC component are determined as follows:

  107. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | | 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 |

  108. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | 2023 Proxy Statement | 55 |

  109. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | | 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. |

  110. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    RELATIVE TSR The third metric in the FY23–FY25 and FY24–FY26 LTI plans, 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. The maximum payout for the relative TSR portion of the FY23–FY25 and FY24–FY26 LTI plans is 200%. Potential payouts under the relative TSR metric are shown in the table below:

  111. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | THREE-FISCAL-YEAR TSR COMPARED TO S&P 500 INDEX | PERCENTAGE OF TARGET EARNED | | Greater than 75th Percentile | 200% | | Greater than 50th Percentile | 100% | | Greater than 25th Percentile | 50% | | Equal to or less than 25th Percentile | 0% |

  112. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    The following table shows our TSR for fiscal 2023 and the S&P 500 Index TSR:

  113. FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

    | YEAR | FEDEX TSR | S&P 500 INDEX TSR | | 2023 | (0.7%) | 2.9% |

  114. Potential Future Payouts

    Potential Future Payouts The following table sets forth the potential threshold, target, and maximum payouts for the named executive officers under the FY22–FY24, FY23–FY25, and FY24–FY26 LTI plans.

  115. Potential Future Payouts

    | | | POTENTIAL FUTURE PAYOUTS | | | | NAME | PERFORMANCE PERIOD | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | R. Subramaniam | FY22–FY24(1) | 265,625 | 4,250,000 | 6,375,000 | | | FY23–FY25 | 343,750 | 5,500,000 | 10,312,500 | | | FY24–FY26 | 343,750 | 5,500,000 | 10,312,500 | | M.C. Lenz | FY22–FY24(2) | 94,184 | 1,506,944 | 2,260,416 | | | FY23–FY25(2) | 65,972 | 1,055,556 | 1,979,168 | | | FY24–FY26(2) | 24,306 | 388,889 | 729,167 | | F.W. Smith | FY22–FY24(3) | 264,583 | 4,233,333 | 6,350,000 | | | FY23–FY25 | 240,625 | 3,850,000 | 7,218,750 | | | FY24–FY26 | 240,625 | 3,850,000 | 7,218,750 | | R.B. Carter | FY22–FY24 | 85,937 | 1,375,000 | 2,062,500 | | | FY23–FY25 | 109,375 | 1,750,000 | 3,281,250 | | | FY24–FY26 | 109,375 | 1,750,000 | 3,281,250 | | M.R. Allen | FY22–FY24 | 85,937 | 1,375,000 | 2,062,500 | | | FY23–FY25 | 109,375 | 1,750,000 | 3,281,250 | | | FY24–FY26 | 109,375 | 1,750,000 | 3,281,250 |

  116. Potential Future Payouts

    | (1) Amounts shown are prorated to reflect Mr. Subramaniam’s position as President and Chief Operating Officer in fiscal 2022 and his current position, effective June 1, 2022, as President and Chief Executive Officer. |

  117. Potential Future Payouts

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  118. Potential Future Payouts

    | (2) As of August 1, 2023, Mr. Lenz is serving as a Senior Advisor through December 31, 2023. Amounts shown are prorated to reflect potential payouts under each of the FY22–FY24, FY23–FY25, and FY24–FY26 LTI plans based on the portion of the applicable three-fiscal-year period during which he will be employed. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement with Michael C. Lenz” on page 75. | | (3) Amounts shown are prorated to reflect Mr. Smith’s position as Chairman of the Board and Chief Executive Officer in fiscal 2022 and his current position, effective June 1, 2022, as Executive Chairman and Chairman of the Board. |

  119. Potential Future Payouts

    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 2023 the Compensation & HR Committee again reviewed our long-term equity incentive programs and determined that they continue to be appropriate for FedEx.

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

  121. Amount

    As of July 27, 2023, the total number of shares underlying options and shares of restricted stock outstanding or available for future grant under our equity compensation plans represented 10% 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 executives.

  122. Timing

    Timing Stock option and restricted stock awards are generally made to executive officers on an annual basis according to a pre-established schedule. Annual equity-based compensation awards to our executive officers are approved annually at the June meeting of the 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 rare circumstances, as a reward for exceptional performance. 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.

  123. 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.

  124. Vesting

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

  125. Tax Payments for Restricted Stock Awards

    Tax Payments for Restricted Stock Awards When granting restricted stock, FedEx first determines the total target value of the award and then approves the delivery of that value in two components: restricted shares and cash payment of taxes due. Therefore, the total target value of the award is the same as it would be if there were no tax payments. In particular, because the amount of the tax payment is included in the calculation of the target value of the restricted stock award, the officers receive fewer shares in each award than they would in the absence of the tax payment: fewer by an amount equal in value to the tax payment. This methodology prevents the need for an officer to make a disposition of FedEx stock to cover the tax consequences of a restricted stock award and dilute his or her interest in FedEx. Conversely, absent the tax payment, the number of shares received in each award would be larger by an amount equal in value to the forgone tax payment, thereby having a dilutive effect on our 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. The following chart illustrates this principle, using the target value for the fiscal year 2023 annual restricted stock awards granted to our General Counsel and Chief Information Officer:

  126. Target Value of Restricted Stock Award

    Target Value of Restricted Stock Award Not only is the value to the officer, as well as the cost to the company, generally the same as it would be otherwise, but this practice uses fewer shares of stock to arrive at the same benefit and has proved extremely successful in retaining executives and enabling them to retain their shares. Our restricted stock program also includes certain lower-level officers and high-performing managers and individual contributors who are nominated for special awards, and we make tax payments as part of restricted stock awards to these individuals. In sum, we strongly believe that our restricted stock program is effectively designed and is aligned with the best interests of our stockholders.

  127. Voting and Dividend Rights on Restricted Stock

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

  128. Voting and Dividend Rights on Restricted Stock

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  129. Fiscal 2023 Awards

    Fiscal 2023 Awards On June 30, 2022, the named executive officers (other than Mr. Smith) were granted stock option and restricted stock awards as follows:

  130. Fiscal 2023 Awards

    | NAME | NUMBER OF STOCK OPTIONS | NUMBER OF SHARES OF RESTRICTED STOCK | | R. Subramaniam | 55,920 | 9,920 | | M.C. Lenz | 22,590 | 4,275 | | F.W. Smith(1) | — | — | | R.B. Carter | 18,040 | 4,005 | | M.R. Allen | 18,040 | 4,005 |

  131. Fiscal 2023 Awards

    | (1) In his role as Executive Chairman, Mr. Smith did not receive any equity awards during fiscal 2023. |

  132. Fiscal 2023 Awards

    We provide this other compensation to enhance the competitiveness of our executive compensation program and to increase the productivity (corporate aircraft travel, professional assistance with tax return preparation, and financial planning), safety (security services and equipment), and health (annual physical examinations) of our executives so they can focus on producing superior financial returns for our 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 and our President and Chief Executive Officer. The Committee also reviews and approves FedEx’s policies and procedures regarding perquisites and other personal benefits and tax payments, including:

  133. 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 FedEx’s 2019 Omnibus Stock Incentive Plan, as amended (“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, the MRAs limit the amounts payable to each executive officer under the MRA to the largest amount that would result in none of the MRA payments 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 — Management Retention Agreements” on page 74 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.

  134. Limitation on Severance Benefits

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  135. Limitation on Severance Benefits

    Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code limits the income tax deduction by FedEx for compensation paid to the Chief Executive Officer, Chief Financial Officer, and the three other highest-paid executive officers to $1,000,000 per year. Following the passage of the Tax Cuts and Jobs Act, beginning in fiscal 2019, FedEx is generally no longer able to take a deduction for any compensation paid to its current or former named executive officers in excess of $1 million, with the exception of specified performance-based awards outstanding on November 2, 2017. Effective for fiscal 2028, the American Rescue Plan Act of 2021 expanded the list of employees subject to the deduction limit to include the next five highest-compensated employees.

  136. 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, 2023, and for each of the previous two fiscal years (except as noted).

  137. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION(1) | YEAR | SALARY ($) | BONUS ($)(2) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(5) | ALL OTHER COMPENSATION ($)(6) | TOTAL ($) | | Rajesh Subramaniam President and Chief Executive Officer (Principal Executive Officer) | 2023 | 1,300,000 | 250,000 | 2,251,294 | 3,712,859 | 3,998,750 | 209,016 | 1,527,904 | 13,249,823 | | | 2022 | 1,115,453 | 0 | 1,053,213 | 1,518,721 | 548,915 | 195,153 | 738,671 | 5,170,126 | | | 2021 | 987,667 | 0 | 1,504,730 | 2,469,792 | 1,991,136 | 271,001 | 1,013,604 | 8,237,930 | | Michael C. Lenz Executive Vice President and Chief Financial Officer (Principal Financial Officer) | 2023 | 864,167 | 0 | 970,190 | 1,499,884 | 1,885,125 | 136,117 | 686,770 | 6,042,253 | | | 2022 | 747,788 | 0 | 892,653 | 1,155,096 | 322,057 | 184,314 | 634,765 | 3,936,673 | | | 2021 | 633,334 | 100,000 | 987,438 | 947,897 | 1,083,000 | 63,514 | 693,204 | 4,508,387 | | Frederick W. Smith Executive Chairman and Chairman of the Board | 2023 | 910,000 | 0 | 0 | 0 | 5,963,850 | — | 1,203,892 | 8,077,742 | | | 2022 | 1,412,516 | 0 | 0 | 7,160,341 | 819,224 | — | 1,204,069 | 10,596,150 | | | 2021 | 966,125 | 0 | 0 | 8,784,094 | 3,427,430 | — | 1,147,888 | 14,325,537 | | Robert B. Carter Executive Vice President, FedEx Information Services and Chief Information Officer | 2023 | 935,552 | 0 | 908,915 | 1,197,782 | 1,885,125 | — | 750,625 | 5,677,999 | | | 2022 | 911,281 | 0 | 690,849 | 888,214 | 364,148 | — | 597,740 | 3,452,232 | | | 2021 | 887,573 | 0 | 987,438 | 947,897 | 1,565,678 | — | 766,206 | 5,154,792 | | Mark R. Allen(7) Executive Vice President, General Counsel and Secretary | 2023 | 745,254 | 0 | 908,915 | 1,197,782 | 1,885,125 | — | 649,101 | 5,386,177 |

  138. Summary Compensation Table

    | (1) Effective June 1, 2022, Mr. Subramaniam became President and Chief Executive Officer and Mr. Smith transitioned to the role of Executive Chairman. Beginning August 1, 2023, Mr. Lenz serves as a Senior Advisor. | | (2) The amounts reported in this column reflect (a) a promotional bonus received by Mr. Subramaniam that was paid in fiscal 2023 and (b) a promotional bonus received by Mr. Lenz that was paid in fiscal 2021. | | (3) The amounts reported in these columns reflect the aggregate grant date fair value of restricted stock and option awards granted to the named executive officer during each 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. The fair value of restricted stock awards is equal to the fair market value of FedEx’s common stock (the average of the high and low prices of the stock on the NYSE) on the date of grant multiplied by the number of shares awarded. For accounting purposes, we use the Black-Scholes option pricing model to calculate the grant date fair value of stock options. Assumptions used in the calculation of the amounts in the “Option Awards” column are included in note 10 to our audited consolidated financial statements for the fiscal year ended May 31, 2023, included in our Annual Report on Form 10-K for fiscal 2023. See the “Grants of Plan-Based Awards During Fiscal 2023” table for information regarding restricted stock and option awards granted to the named executive officers during fiscal 2023. |

  139. Summary Compensation Table

    | 2023 Proxy Statement | 61 |

  140. Summary Compensation Table

    | (4) Reflects cash payouts, if any, under FedEx’s fiscal 2023, 2022, and 2021 AIC plans and FY21–FY23, FY20–FY22, and FY19–FY21 LTI plans, as follows (for further discussion of the fiscal 2023 AIC plan and the FY21–FY23 LTI plan, see “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — AIC Program” and “— LTI Program” above): |

  141. Summary Compensation Table

    | NAME | YEAR | AIC PAYOUT ($) | LTI PAYOUT ($) | TOTAL NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | | R. Subramaniam | 2023 | 0 | 3,998,750 | 3,998,750 | | | 2022 | 548,915 | 0 | 548,915 | | | 2021 | 1,991,136 | 0 | 1,991,136 | | M.C. Lenz | 2023 | 0 | 1,885,125 | 1,885,125 | | | 2022 | 322,057 | 0 | 322,057 | | | 2021 | 1,083,000 | 0 | 1,083,000 | | F.W. Smith | 2023 | — | 5,963,850 | 5,963,850 | | | 2022 | 819,224 | 0 | 819,224 | | | 2021 | 3,427,430 | 0 | 3,427,430 | | R.B. Carter | 2023 | 0 | 1,885,125 | 1,885,125 | | | 2022 | 364,148 | 0 | 364,148 | | | 2021 | 1,565,678 | 0 | 1,565,678 | | M.R. Allen | 2023 | 0 | 1,885,125 | 1,885,125 |

  142. Summary Compensation Table

    | (5) 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 2023 Pension Benefits — Overview of Pension Plans”). The present value of the benefits under the Pension Plan and Parity Plan for Mr. Smith decreased as follows: (a) between fiscal 2023 and 2022— $1,315,534; (b) between fiscal 2022 and 2021 — $842,796; and (c) between fiscal 2021 and 2020 — $2,125,383. The present value of the benefits under the Pension Plan and Parity Plan for Mr. Carter decreased as follows: (a) between fiscal 2023 and fiscal 2022 — $542,242; (b) between fiscal 2022 and fiscal 2021 —$278,544; and (c) between fiscal 2021 and fiscal 2020 —$1,083,742. The present value of the benefits under the Pension Plan and Parity Plan for Mr. Allen decreased $167,185 between fiscal 2023 and fiscal 2022. 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, 2023. See “— Fiscal 2023 Pension Benefits” below. | | (6) Includes: |

  143. Summary Compensation Table

    | | 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; and | | | Tax payments relating to restricted stock awards and certain business-related use of corporate and commercial aircraft. FedEx pays the taxes resulting from a restricted stock award on behalf of the recipient to prevent the need for the officer to sell a portion of a stock award to pay the corresponding tax obligation. While SEC disclosure rules require that these payments be included with tax reimbursement payments and reported as “other compensation” in the Summary Compensation Table, we do not believe these payments are “tax gross-ups” in the conventional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — Long-Term Equity Incentives — Stock Options and Restricted Stock — Tax Payments for Restricted Stock Awards” above. |

  144. Summary Compensation Table

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

  145. 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 | 2023 | 50,793 | 2,445 | 7,458 | 1,467,208 | 0 | 1,527,904 | | | 2022 | 39,497 | 2,035 | 10,921 | 686,218 | 0 | 738,671 | | | 2021 | 23,960 | 2,289 | 10,082 | 977,273 | 0 | 1,013,604 | | M.C. Lenz | 2023 | 34,368 | 2,566 | 12,199 | 637,637 | 0 | 686,770 | | | 2022 | 38,528 | 2,289 | 10,675 | 583,273 | 0 | 634,765 | | | 2021 | 36,106 | 2,227 | 14,216 | 640,655 | 0 | 693,204 | | F.W. Smith | 2023 | 1,192,126 | 1,692 | 7,962 | 2,112 | 0 | 1,203,892 | | | 2022 | 1,191,979 | 1,509 | 10,581 | 0 | 0 | 1,204,069 | | | 2021 | 1,136,700 | 1,213 | 9,975 | 0 | 0 | 1,147,888 |

  146. Summary Compensation Table

    | 62 | |

  147. 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.B. Carter | 2023 | 143,186 | 2,566 | 8,253 | 596,620 | 0 | 750,625 | | | 2022 | 135,066 | 2,289 | 10,572 | 449,813 | 0 | 597,740 | | | 2021 | 110,996 | 2,289 | 9,924 | 642,997 | 0 | 766,206 | | M.R. Allen | 2023 | 47,972 | 1,495 | 8,119 | 591,515 | 0 | 649,101 |

  148. Summary Compensation Table

    | (a) See the following two tables for additional details regarding the amounts included in each item. |

  149. Summary Compensation Table

    During fiscal 2023, 2022, and 2021, unless otherwise noted below, FedEx provided the following perquisites and other personal benefits to the named executive officers:

  150. Summary Compensation Table

    | | 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. |

  151. Summary Compensation Table

    | | Each of Mr. Smith and, beginning June 1, 2022, 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. Each of them is, however, required to pay FedEx for any personal travel by him and any personal travel by his family members or guests when they are accompanying him and he is on personal travel or when they are traveling without him. | | | Compensation is included in the table above for personal corporate aircraft travel (which for this purpose includes travel to attend a board or stockholder meeting of an outside company or organization for which the officer serves as a director or trustee) by a named executive officer and his family members and guests to the extent, if any, that the aggregate incremental cost to FedEx of all such travel exceeds the amount the officer paid FedEx for such travel. The incremental cost to FedEx of personal use of corporate aircraft is calculated based on the variable operating cost to FedEx, which includes the cost of fuel, aircraft maintenance, crew travel, landing fees, ramp fees, and other smaller variable costs. Because FedEx corporate aircraft are used primarily for business travel, fixed costs that do not change based on usage, such as pilots’ salaries and purchase and lease costs, are excluded from this calculation. | | | In addition, when an aircraft is already flying to a destination for business purposes and the officers or their family members or guests ride along on the aircraft for personal travel, there is no additional variable operating cost to FedEx associated with the additional passengers, and thus no compensation is included in the table above for such personal travel. With the exception of Mr. Smith (and, beginning June 1, 2022, 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 2022 and fiscal 2021, FedEx reimbursed Mr. Smith, our Chief Executive Officer during fiscal 2022 and fiscal 2021, 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 fiscal 2022 and fiscal 2021). As Executive Chairman, Mr. Smith is no longer required to use FedEx corporate aircraft for all travel. During fiscal 2023, Mr. Subramaniam, as Chief Executive Officer, was required to use FedEx aircraft for all air travel, including personal travel. Accordingly, during fiscal 2023, FedEx reimbursed Mr. Subramaniam, our Chief Executive Officer during fiscal 2023, 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 fiscal 2023). 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 Elements and Fiscal 2023 Amounts — Perquisites, Tax Payments, and Other Annual 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. For Mr. Smith, these amounts totaled $184,739, $101,634, and $67,550 for fiscal 2023, 2022, and 2021, respectively. To the extent the security services are provided by FedEx employees, we have included amounts representing: (a) the number of hours of service provided to the officer by each such employee multiplied by (b) the total hourly compensation cost of the employee (including, among other things, pension and other benefit costs). For Mr. Smith, these amounts totaled $333,758, $329,107, and $290,820 for fiscal 2023, 2022, and 2021, respectively. For additional information regarding executive security services provided to Mr. Smith, see “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — Perquisites, Tax Payments, and Other Annual Compensation” above. |

  152. Summary Compensation Table

    | | Tax return preparation services: FedEx requires officers to have their income tax returns prepared by a qualified third party (other than our independent registered public accounting firm) and pays all reasonable and customary costs for such services. | | | Financial counseling services: FedEx reimburses officers for certain financial counseling services, subject to various caps. | | | Umbrella insurance premiums: FedEx pays umbrella insurance premiums on behalf of officers. | | | Physical examinations: FedEx pays for officers to have comprehensive annual physical examinations. | | | Travel privileges: FedEx provides certain executive officers and their spouses with travel privileges on certain airline partners. There is a small per-trip ticketing fee incurred by FedEx in connection with these privileges. FedEx reimburses an executive officer for taxes relating to imputed income for business-related travel. |

  153. Summary Compensation Table

    | 2023 Proxy Statement | 63 |

  154. Summary Compensation Table

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

  155. Summary Compensation Table

    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:

  156. 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 ($) | OTHER ($)((b)) | TOTAL ($) | | R. Subramaniam | 2023 | 31,383 | 11,995 | 0 | 3,500 | 3,699 | 216 | 50,793 | | | 2022 | 0 | 19,307 | 10,600 | 3,734 | 3,490 | 2,366 | 39,497 | | | 2021 | 0 | 6,249 | 4,050 | 10,488 | 3,173 | 0 | 23,960 | | M.C. Lenz | 2023 | 0 | 25,899 | 3,500 | 0 | 3,699 | 1,270 | 34,368 | | | 2022 | 0 | 21,635 | 7,000 | 5,250 | 3,490 | 1,153 | 38,528 | | | 2021 | 0 | 29,361 | 3,500 | 0 | 3,173 | 72 | 36,106 | | F.W. Smith | 2023 | 577,120 | 518,497 | 42,810 | 50,000 | 3,699 | 0 | 1,192,126 | | | 2022 | 630,202 | 463,740 | 44,547 | 50,000 | 3,490 | 0 | 1,191,979 | | | 2021 | 684,865 | 358,370 | 40,292 | 50,000 | 3,173 | 0 | 1,136,700 | | R.B. Carter | 2023 | 79,048 | 45,225 | 4,500 | 8,510 | 3,699 | 2,204 | 143,186 | | | 2022 | 56,973 | 66,543 | 0 | 5,451 | 3,490 | 2,609 | 135,066 | | | 2021 | 0 | 69,173 | 0 | 38,650 | 3,173 | 0 | 110,996 | | M.R. Allen | 2023 | 0 | 39,366 | 1,500 | 3,407 | 3,699 | 0 | 47,972 |

  157. 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 2023: Mr. Subramaniam — $31,383; and Mr. Carter — $79,048. | | (b) The amounts shown include physical examinations and/or ticketing fees for airline travel privileges. |

  158. Summary Compensation Table

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

  159. Summary Compensation Table

    | NAME | YEAR | RESTRICTED STOCK ($) | BUSINESS-RELATED USE OF CORPORATE AND COMMERCIAL AIRCRAFT ($) | OTHER* ($) | TOTAL ($) | | R. Subramaniam | 2023 | 1,460,650 | 6,558 | 0 | 1,467,208 | | | 2022 | 683,329 | 2,889 | 0 | 686,218 | | | 2021 | 976,276 | 997 | 0 | 977,273 | | M.C. Lenz | 2023 | 629,464 | 8,173 | 0 | 637,637 | | | 2022 | 579,157 | 4,116 | 0 | 583,273 | | | 2021 | 640,655 | 0 | 0 | 640,655 | | F.W. Smith | 2023 | 0 | 2,112 | 0 | 2,112 | | | 2022 | 0 | 0 | 0 | 0 | | | 2021 | 0 | 0 | 0 | 0 | | R.B. Carter | 2023 | 589,708 | 6,912 | 0 | 596,620 | | | 2022 | 448,226 | 1,587 | 0 | 449,813 | | | 2021 | 640,655 | 2,342 | 0 | 642,997 | | M.R. Allen | 2023 | 589,708 | 1,771 | 36 | 591,515 |

  160. Summary Compensation Table

    | * These are tax reimbursement payments for expenses related to Mr. Allen’s prior overseas service on behalf of the company and related exclusively to tax preparation fees for prior overseas service, which fees are included in the tax return preparation services column in the preceding table. |

  161. Summary Compensation Table

    | (7) Mr. Allen was not a named executive officer in fiscal 2021 or fiscal 2022. Accordingly, the table includes Mr. Allen’s compensation only for fiscal 2023. |

  162. Summary Compensation Table

    | 64 | |

  163. Summary Compensation Table

    Executive Compensation – Grants of Plan-Based Awards During Fiscal 2023

  164. Grants of Plan-Based Awards During Fiscal 2023

    Grants of Plan-Based Awards During Fiscal 2023 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, 2023:

  165. Grants of Plan-Based Awards During Fiscal 2023

    | | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)(1) | CLOSING PRICE ON GRANT DATE ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(2) | | NAME | TYPE OF PLAN/AWARD | GRANT DATE | APPROVAL DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | | | | | | R. Subramaniam | Restricted Stock(3) | 06/30/2022 | 06/12/2022 | | | | 9,920 | | | | 2,251,294 | | | Stock Option(4) | 06/30/2022 | 06/12/2022 | | | | | 55,920 | 226.945 | 226.71 | 3,712,859 | | | FY23 AIC(5) | | | 0 | 2,145,000 | 4,290,000 | | | | | | | | FY23–FY25 LTI(6) | | | 343,750 | 5,500,000 | 10,312,500 | | | | | | | M.C. Lenz | Restricted Stock(3) | 06/30/2022 | 06/12/2022 | | | | 4,275 | | | | 970,190 | | | Stock Option(4) | 06/30/2022 | 06/12/2022 | | | | | 22,590 | 226.945 | 226.71 | 1,499,884 | | | FY23 AIC(5) | | | 0 | 1,022,768 | 2,045,536 | | | | | | | | FY23–FY25 LTI(6) | | | 125,000 | 2,000,000 | 3,750,000 | | | | | | | F.W. Smith(7) | FY23–FY25 LTI(6) | | | 240,625 | 3,850,000 | 7,218,750 | | | | | | | R.B. Carter | Restricted Stock(3) | 06/30/2022 | 06/12/2022 | | | | 4,005 | | | | 908,915 | | | Stock Option(4) | 06/30/2022 | 06/12/2022 | | | | | 18,040 | 226.945 | 226.71 | 1,197,782 | | | FY23 AIC(5) | | | 0 | 1,122,662 | 2,245,324 | | | | | | | | FY23–FY25 LTI(6) | | | 109,375 | 1,750,000 | 3,281,250 | | | | | | | M.R. Allen | Restricted Stock(3) | 06/30/2022 | 06/12/2022 | | | | 4,005 | | | | 908,915 | | | Stock Option(4) | 06/30/2022 | 06/12/2022 | | | | | 18,040 | 226.945 | 226.71 | 1,197,782 | | | FY23 AIC(5) | | | 0 | 894,305 | 1,786,610 | | | | | | | | FY23–FY25 LTI(6) | | | 109,375 | 1,750,000 | 3,281,250 | | | | | |

  166. Grants of Plan-Based Awards During Fiscal 2023

    | (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 3 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 pays the taxes resulting from a restricted stock award on behalf of the recipient (these tax payments are included in the “All Other Compensation” column in the Summary Compensation Table). See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — Long-Term Equity Incentives — Stock Options and Restricted Stock” for further discussion of restricted stock awards. | | (4) Stock options granted to the named executive officers generally vest ratably over four years beginning on the first anniversary of the grant date. The options may not be transferred in any manner other than by will or the laws of descent and distribution and may be exercised during the lifetime of the optionee only by the optionee. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — Long-Term Equity Incentives — Stock Options and Restricted Stock” above for further discussion of stock option awards. | | (5) In June 2022, the Board of Directors, upon the recommendation of the Compensation & HR Committee, established this annual performance cash compensation plan, which provided a cash payment opportunity at the conclusion of fiscal 2023. Payment amounts were based upon the achievement of company financial-performance goals for fiscal 2023 and, for Messrs. Lenz, Carter, and Allen, the achievement of individual performance objectives. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — AIC Program” above for further discussion of this plan. | | (6) The Board of Directors, upon the recommendation of the Compensation & HR Committee, established this long-term performance cash compensation plan in June 2022. The plan provides a long-term cash payment opportunity to the named executive officers at the conclusion of fiscal 2025 if FedEx achieves (a) an aggregate EPS goal established by the Board with respect to the three-fiscal-year period 2023 through 2025 (50% of the total payout opportunity), (b) an aggregate CapEx/Revenue goal with respect to the three-fiscal-year period 2023 through 2025 (25% of the total payout opportunity, and (c) a relative TSR goal with respect to the three-fiscal-year period 2023 through 2025 (25% of the total payout opportunity). No amounts can be earned under the plan until 2025 because achievement of the EPS, CapEx/Revenue, and relative TSR goals can only be determined following the conclusion of the three-fiscal-year period. The estimated individual future payouts under the plan are set dollar amounts ranging from threshold (minimum) amounts if the EPS, CapEx/Revenue, and relative TSR goals achieved are less than target, up to maximum amounts if the plan goals are substantially exceeded. There is no assurance that these estimated future payouts will be achieved. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — LTI Program” above for further discussion of this plan. | | (7) As Executive Chairman, Mr. Smith did not receive any equity awards and did not participate in the fiscal 2023 AIC plan. |

  167. Grants of Plan-Based Awards During Fiscal 2023

    | 2023 Proxy Statement | 65 |

  168. Outstanding Equity Awards at End of Fiscal 2023

    Outstanding Equity Awards at End of Fiscal 2023 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, 2023:

  169. Outstanding Equity Awards at End of Fiscal 2023

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(a) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(b) | | NAME | EXERCISABLE | UNEXERCISABLE(a) | | | | | | R. Subramaniam | 13,425 | — | 143.5450 | 6/09/2024 | | | | | 11,155 | — | 180.8200 | 6/08/2025 | | | | | 13,225 | — | 162.8200 | 6/06/2026 | | | | | 12,120 | — | 207.3050 | 6/12/2027 | | | | | 9,185 | — | 261.7800 | 6/11/2028 | | | | | 163 | — | 173.0200 | 1/28/2029 | | | | | 34,177 | 11,393(1) | 161.8500 | 6/10/2029 | | | | | 37,800 | 37,800(2) | 130.9600 | 6/15/2030 | | | | | 4,552 | 13,658(3) | 294.6050 | 6/14/2031 | | | | | — | 55,920(4) | 226.9450 | 6/30/2032 | | | | | | | | | 20,111(5) | 4,383,796 | | M.C. Lenz | 5,745 | — | 143.5450 | 6/09/2024 | | | | | 4,770 | — | 180.8200 | 6/08/2025 | | | | | 5,655 | — | 162.8200 | 6/06/2026 | | | | | 5,035 | — | 207.3050 | 6/12/2027 | | | | | 3,820 | — | 261.7800 | 6/11/2028 | | | | | 5,313 | 1,772(6) | 161.8500 | 6/10/2029 | | | | | 14,507 | 14,508(7) | 130.9600 | 6/15/2030 | | | | | 3,462 | 10,388(8) | 294.6050 | 6/14/2031 | | | | | — | 22,590(9) | 226.9450 | 6/30/2032 | | | | | | | | | 10,617(10) | 2,314,294 | | F.W. Smith | 159,485 | — | 143.5450 | 6/09/2024 | | | | | 132,520 | — | 180.8200 | 6/08/2025 | | | | | 156,210 | — | 162.8200 | 6/06/2026 | | | | | 139,080 | — | 207.3050 | 6/12/2027 | | | | | 115,890 | | 261.7800 | 6/11/2028 | | | | | 161,160 | 53,720(11) | 161.8500 | 6/10/2029 | | | | | 134,440 | 134,440(12) | 130.9600 | 6/15/2030 | | | | | 21,463 | 64,392(13) | 294.6050 | 6/14/2031 | | |

  170. Outstanding Equity Awards at End of Fiscal 2023

    | 66 | |

  171. Outstanding Equity Awards at End of Fiscal 2023

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(a) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(b) | | NAME | EXERCISABLE | UNEXERCISABLE(a) | | | | | | R.B. Carter | 19,270 | — | 143.5450 | 6/09/2024 | | | | | 16,010 | — | 180.8200 | 6/08/2025 | | | | | 19,385 | — | 162.8200 | 6/06/2026 | | | | | 17,260 | — | 207.3050 | 6/12/2027 | | | | | 14,380 | — | 261.7800 | 6/11/2028 | | | | | 19,991 | 6,664(14) | 161.8500 | 6/10/2029 | | | | | 14,507 | 14,508(15) | 130.9600 | 6/15/2030 | | | | | 2,662 | 7,988(16) | 294.6050 | 6/14/2031 | | | | | — | 18,040(17) | 226.9450 | 6/30/2032 | | | | | | | | | 10,692(18) | 2,330,642 | | M.R. Allen | 4,645 | — | 180.8200 | 6/08/2025 | | | | | 5,500 | — | 162.8200 | 6/06/2026 | | | | | 4,900 | — | 207.3050 | 6/12/2027 | | | | | 12,360 | — | 219.2600 | 9/25/2027 | | | | | 14,380 | — | 261.7800 | 6/11/2028 | | | | | 19,991 | 6,664(19) | 161.8500 | 6/10/2029 | | | | | 14,507 | 14,508(20) | 130.9600 | 6/15/2030 | | | | | 2,662 | 7,988(21) | 294.6050 | 6/14/2031 | | | | | — | 18,040(22) | 226.9450 | 6/30/2032 | | | | | | | | | 10,692(23) | 2,330,642 |

  172. Outstanding Equity Awards at End of Fiscal 2023

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

  173. Outstanding Equity Awards at End of Fiscal 2023

    | 2023 Proxy Statement | 67 |

  174. Outstanding Equity Awards at End of Fiscal 2023

    | | DATE | NUMBER | | DATE | NUMBER | | R. Subramaniam(1) | 6/10/2023 | 11,393 | M.C. Lenz(6) | 6/10/2023 | 1,772 | | (2) | 6/15/2023 | 18,900 | (7) | 6/15/2023 | 7,254 | | | 6/15/2024 | 18,900 | | 6/15/2024 | 7,254 | | (3) | 6/14/2023 | 4,553 | (8) | 6/14/2023 | 3,463 | | | 6/14/2024 | 4,552 | | 6/14/2024 | 3,462 | | | 6/14/2025 | 4,553 | | 6/14/2025 | 3,463 | | (4) | 6/30/2023 | 13,980 | (9) | 6/30/2023 | 5,647 | | | 6/30/2024 | 13,980 | | 6/30/2024 | 5,648 | | | 6/30/2025 | 13,980 | | 6/30/2025 | 5,647 | | | 6/30/2026 | 13,980 | | 6/30/2026 | 5,648 | | (5) | 6/10/2023 | 1,764 | (10) | 6/10/2023 | 299 | | | 6/14/2023 | 894 | | 6/14/2023 | 758 | | | 6/15/2023 | 2,872 | | 6/15/2023 | 1,885 | | | 6/30/2023 | 2,480 | | 6/30/2023 | 1,068 | | | 6/14/2024 | 894 | | 6/14/2024 | 757 | | | 6/15/2024 | 2,873 | | 6/15/2024 | 1,885 | | | 6/30/2024 | 2,480 | | 6/30/2024 | 1,069 | | | 6/14/2025 | 894 | | 6/14/2025 | 758 | | | 6/30/2025 | 2,480 | | 6/30/2025 | 1,069 | | | 6/30/2026 | 2,480 | | 6/30/2026 | 1,069 | | | DATE | NUMBER | | DATE | NUMBER | | F.W. Smith(11) | 6/10/2023 | 53,720 | R.B. Carter(14) | 6/10/2023 | 6,664 | | (12) | 6/15/2024 | 67,220 | (15) | 6/15/2023 | 7,254 | | | 6/15/2023 | 67,220 | | 6/15/2024 | 7,254 | | (13) | 6/14/2023 | 21,464 | (16) | 6/14/2023 | 2,663 | | | 6/14/2024 | 21,464 | | 6/14/2024 | 2,662 | | | 6/14/2025 | 21,464 | | 6/14/2025 | 2,663 | | | | | (17) | 6/30/2023 | 4,510 | | | | | | 6/30/2024 | 4,510 | | | | | | 6/30/2025 | 4,510 | | | | | | 6/30/2026 | 4,510 | | | | | (18) | 6/10/2023 | 1,158 | | | | | | 6/14/2023 | 586 | | | | | | 6/15/2023 | 1,885 | | | | | | 6/30/2023 | 1,001 | | | | | | 6/14/2024 | 586 | | | | | | 6/15/2024 | 1,885 | | | | | | 6/30/2024 | 1,001 | | | | | | 6/14/2025 | 587 | | | | | | 6/30/2025 | 1,001 | | | | | | 6/30/2026 | 1,002 |

  175. Outstanding Equity Awards at End of Fiscal 2023

    | 68 | |

  176. Outstanding Equity Awards at End of Fiscal 2023

    Executive Compensation – Option Exercises and Stock Vested During Fiscal 2023

  177. Outstanding Equity Awards at End of Fiscal 2023

    | | DATE | NUMBER | | M.R. Allen(19) | 6/10/2023 | 6,664 | | (20) | 6/15/2023 | 7,254 | | | 6/15/2024 | 7,254 | | (21) | 6/14/2023 | 2,663 | | | 6/14/2024 | 2,662 | | | 6/14/2025 | 2,663 | | (22) | 6/30/2023 | 4,510 | | | 6/30/2024 | 4,510 | | | 6/30/2025 | 4,510 | | | 6/30/2026 | 4,510 | | (23) | 6/10/2023 | 1,158 | | | 6/14/2023 | 586 | | | 6/15/2023 | 1,885 | | | 6/30/2023 | 1,001 | | | 6/14/2024 | 586 | | | 6/15/2024 | 1,885 | | | 6/30/2024 | 1,001 | | | 6/14/2025 | 587 | | | 6/30/2025 | 1,001 | | | 6/30/2026 | 1,002 |

  178. Outstanding Equity Awards at End of Fiscal 2023

    | (b) Computed by multiplying the closing market price of FedEx’s common stock on May 31, 2023 (which was $217.98), by the number of shares. |

  179. Option Exercises and Stock Vested During Fiscal 2023

    Option Exercises and Stock Vested During Fiscal 2023 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, 2023:

  180. Option Exercises and Stock Vested During Fiscal 2023

    | | 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 | 18,523 | 2,354,319 | 6,113 | 1,369,770 | | M.C. Lenz | 7,335 | 981,865 | 3,124 | 714,292 | | F.W. Smith | 203,780 | 27,569,875 | — | — | | R.B. Carter | 24,620 | 3,219,686 | 4,332 | 966,454 | | M.R. Allen | — | — | 4,332 | 966,454 |

  181. Option Exercises and Stock Vested During Fiscal 2023

    | (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. | | (2) Represents the fair market value of the shares on the vesting date. |

  182. Option Exercises and Stock Vested During Fiscal 2023

    | 2023 Proxy Statement | 69 |

  183. Option Exercises and Stock Vested During Fiscal 2023

    Executive Compensation – Fiscal 2023 Pension Benefits

  184. Fiscal 2023 Pension Benefits

    Fiscal 2023 Pension Benefits The following table sets forth for each named executive officer the present value of accumulated benefits on May 31, 2023, 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.

  185. Fiscal 2023 Pension Benefits

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(1) | PAYMENTS DURING FISCAL 2023 ($) | | R. Subramaniam | FedEx Corporation Employees’ Pension Plan | 32 | 1,339,642 | — | | | FedEx Corporation Retirement Parity Pension Plan | 32 | 3,218,113 | — | | M.C. Lenz | FedEx Corporation Employees’ Pension Plan | 14 | 282,401 | — | | | FedEx Corporation Retirement Parity Pension Plan | 14 | 455,514 | — | | F.W. Smith | FedEx Corporation Employees’ Pension Plan | 51 | 944,072 | 111,391(2) | | | FedEx Corporation Retirement Parity Pension Plan | 51 | 22,427,256 | — | | R.B. Carter | FedEx Corporation Employees’ Pension Plan | 30 | 1,311,941 | — | | | FedEx Corporation Retirement Parity Pension Plan | 30 | 8,138,206 | — | | M.R. Allen | FedEx Corporation Employees’ Pension Plan | 41 | 1,613,566 | — | | | FedEx Corporation Retirement Parity Pension Plan | 41 | 2,522,413 | — |

  186. Fiscal 2023 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, 2023. 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, 2023 if the officer is past normal retirement age, converted based on an interest rate of 5.197% and the Club Vita 2021 US VitaCurves mortality tables with MP-2021 mortality improvement scale, discounted to May 31, 2023 using an interest rate of 5.197%. 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, 2023 if the officer is past normal retirement age, converted based on an interest rate of 3.68% for lump sums paid through May 31, 2024, 3.49% for lump sums paid on and after June 1, 2025, and the 1994 Group Annuity Reserving Table, discounted to May 31, 2023 using an interest rate of 5.197%. The present value of the Portable Pension Account as of May 31, 2023 is equal to the officer’s account balance on May 31, 2023, projected to the normal retirement date, if applicable, based on an interest rate of 1% quarterly and discounted to May 31, 2023, using an interest rate of 5.197%. | | (2) In accordance with the terms of the Pension Plan, Mr. Smith was required to commence receiving his Pension Plan benefits during fiscal 2016. |

  187. Fiscal 2023 Pension Benefits

    Overview of Pension Plans FedEx maintains a tax-qualified, defined benefit pension plan called the FedEx Corporation Employees’ Pension Plan (the “Pension Plan”). For fiscal 2023, the maximum compensation limit under a tax-qualified pension plan was $290,000. 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 benefits will be payable beginning at retirement. Effective June 1, 2008, each participant in the Pension Plan and the

  188. Fiscal 2023 Pension Benefits

    | 70 | |

  189. Fiscal 2023 Pension Benefits

    Executive Compensation – Fiscal 2023 Pension Benefits Parity Plan who was age 40 or older on that date and who has an accrued traditional pension benefit will receive a transition compensation credit, as described in more detail below. Employees who elected in 2003 to accrue future benefits under the Portable Pension Account will continue to accrue benefits under that formula. 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 the summer of 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 choose 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% 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 years of credited service as of either May 31, 2003 or May 31, 2008, depending on whether he chose to accrue future benefits under the cash balance formula or the traditional pension benefit formula in 2003, and his eligible earnings history as of May 31, 2008. 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:

  190. Fiscal 2023 Pension Benefits

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

  191. Fiscal 2023 Pension Benefits

    On May 31, 2023, the sum of age plus years of service for the named executive officers was as follows: Mr. Subramaniam— 87; Mr. Lenz — 71; Mr. Smith — 127; Mr. Carter — 91; and Mr. Allen — 106. 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).

  192. Fiscal 2023 Pension Benefits

    | 2023 Proxy Statement | 71 |

  193. Fiscal 2023 Pension Benefits

    Executive Compensation – Nonqualified Deferred 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 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:

  194. Fiscal 2023 Pension Benefits

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

  195. Fiscal 2023 Pension Benefits

    | * For years of credited service over 25, transition compensation credits are 2% per year. |

  196. Fiscal 2023 Pension Benefits

    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, 2023, 2022, and 2021 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:

  197. Fiscal 2023 Pension Benefits

    | | For the portion of the benefit accrued under the Portable Pension Account formula, 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. |

  198. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Mr. Lenz was Vice President – Finance of FedEx Office and Print Services, Inc. (“FedEx Office”) from 2005 to 2010 and participated in the FedEx Office Supplemental Executive Retirement Plan (“FedEx Office SERP”). Mr. Lenz has not made any contributions to the FedEx Office SERP since 2010 but accrues interest credits on balances in the plan.

  199. Nonqualified Deferred Compensation

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) | AGGREGATE EARNINGS IN LAST FY(1) ($) | PAYMENTS DURING FISCAL 2022 ($) | AGGREGATE BALANCE AT LAST FYE ($) | | M.C. Lenz | — | — | 828 | — | 42,918 |

  200. Nonqualified Deferred Compensation

    | (1) None of these earnings are included in the Summary Compensation Table. |

  201. Nonqualified Deferred Compensation

    | 72 | |

  202. 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. 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. 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, there are 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:

  203. Potential Payments Upon Termination or Change of Control

    | | 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; | | | If retirement occurs at or after age 55, but before age 60, 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. |

  204. Potential Payments Upon Termination or Change of Control

    For information regarding retirement benefits under our pension plans, see “— Fiscal 2023 Pension Benefits” above. Death or Permanent Disability When an employee dies or becomes permanently disabled:

  205. Potential Payments Upon Termination or Change of Control

    | | all restrictions applicable to the restricted stock held by the employee immediately lapse; and | | | all of the employee’s unvested stock options immediately vest. |

  206. Potential Payments Upon Termination or Change of Control

    In addition, FedEx provides each named executive officer with:

  207. Potential Payments Upon Termination or Change of Control

    | | $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). |

  208. Potential Payments Upon Termination or Change of Control

    | 2023 Proxy Statement | 73 |

  209. 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 our 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 FedEx has entered into MRAs with each of its executive officers, including the named executive officers. 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). The terms and conditions of the MRAs with the named executive officers are summarized below.

  210. Benefits for Qualifying Termination

    | | 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 in the Fiscal 2023 Pension Benefits table beginning on page 70 or balances that are disclosed in the Nonqualified Deferred Compensation table on page 72; and | | | the value of any benefits provided on the same basis to substantially all other employees. |

  211. 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 2022 and 2021.

  212. Pay Versus Performance

    | 2023 Proxy Statement | 77 |

  213. Pay Versus Performance

    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 40.

  214. 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) | | | 2023 | 13,249,823 | 11,262,954 | 6,296,043 | 4,610,262 | 174.03 | 159.13 | 3,972 | 4,948 | | 2022 | 10,596,150 | (12,992,547) | 4,131,008 | 1,813,524 | 176.23 | 163.49 | 3,826 | 6,733 | | 2021 | 14,325,537 | 94,071,332 | 5,783,014 | 17,501,378 | 244.15 | 177.82 | 5,231 | 5,587 |

  215. Pay Versus Performance

    | (1) Reflects total compensation amounts reported in the Summary Compensation Table on page 62 for Mr. Subramaniam for fiscal 2023 and Mr. Smith for fiscal 2022 and 2021. |

  216. Pay Versus Performance

    | (2) Reflects “compensation actually paid” to Mr. Subramaniam in fiscal 2023 and Mr. Smith in fiscal 2022 and 2021, 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 2023 or Mr. Smith in fiscal 2022 or 2021. 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. |

  217. Pay Versus Performance

    | YEAR | 2021 | 2022 | 2023 | | CEO | F.W. Smith | F.W. Smith | R. Subramaniam | | SCT Total Compensation ($) | 14,325,537 | 10,596,150 | 13,249,823 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (8,784,094) | (7,160,341) | (5,964,153) | | Plus: Year End Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 55,550,840 | 10,728,639 | 9,289,396 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 32,335,923 | (24,237,863) | (5,265,924) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 532,670 | (2,970,262) | 57,522 | | Less: Fair Value of Stock and Option Awards that failed to meet Vesting Conditions in the Covered Year ($) | — | — | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | (209,016) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | 110,456 | 51,129 | 105,306 | | Compensation Actually Paid ($) | 94,071,332 | (12,992,547) | 11,262,954 |

  218. 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. Stock award valuations include reinvested dividends where applicable.

  219. Pay Versus Performance

    | (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: | | 2021: Messrs. Colleran, Subramaniam, Carter, and Lenz and Alan B. Graf, Jr., our former Executive Vice President and Chief Financial Officer. | | 2022: Messrs. Colleran, Subramaniam, Carter, and Lenz. | | 2023: Messrs. Smith, Carter, Lenz, and Allen. |

  220. Pay Versus Performance

    | (4) Reflects the average of the “compensation actually paid” to our non-CEO named executive officers in each of fiscal 2021, 2022, and 2023, 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. |

  221. Pay Versus Performance

    | 78 | |

  222. Pay Versus Performance

    | YEAR | 2021 AVERAGE | 2022 AVERAGE | 2023 AVERAGE | | Non-CEO NEOs(3) | | | | | SCT Total Compensation ($) | 5,783,014 | 4,131,008 | 6,296,043 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (2,457,868) | (2,061,624) | (1,670,867) | | Plus: Year End Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 10,553,946 | 4,493,642 | 3,070,602 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 3,534,655 | (4,285,180) | (3,061,483) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 250,602 | (443,261) | (41,822) | | Fair Value as of Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year ($) | 390,549 | — | — | | Fair Value of Stock and Option Awards that Failed to Meet Vesting Conditions in the Covered Year ($) | (539,799) | — | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | (66,903) | (94,867) | (34,030) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | 73,182 | 73,806 | 51,819 | | Compensation Actually Paid ($) | 17,501,378 | 1,813,524 | 4,610,262 |

  223. 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. 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.

  224. Pay Versus Performance

    | (5) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of FedEx for the measurement periods ending May 31, 2023, 2022, and 2021, respectively. |

  225. Pay Versus Performance

    | (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, 2023, 2022, and 2021, respectively. |

  226. Pay Versus Performance

    | (7) Reflects “Net Income” in FedEx’s audited consolidated income statements included in our Annual Reports on Form 10-K for fiscal 2023, 2022, and 2021. |

  227. Pay Versus Performance

    | (8) Company-selected measure is adjusted consolidated operating income, as used in our AIC plans. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Elements” 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 2023 and 2022. GAAP consolidated operating income was the performance measure for the fiscal 2021 AIC plan. |

  228. Pay Versus Performance

    | 2023 Proxy Statement | 79 |

  229. Pay Versus Performance

    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 2021, 2022, and 2023 to (1) the TSR of FedEx, (2) FedEx’s net income, and (3) FedEx’s adjusted consolidated operating income.

  230. Compensation Actually Paid vs. FedEx TSR

    Compensation Actually Paid vs. FedEx TSR

  231. Compensation Actually Paid vs. GAAP Net Income

    Compensation Actually Paid vs. GAAP Net Income

  232. Compensation Actually Paid vs. GAAP Net Income

    | 80 | |

  233. Compensation Actually Paid vs. Adjusted Consolidated Operating Income

    Compensation Actually Paid vs. Adjusted Consolidated Operating Income Cumulative TSR of the Company and Cumulative TSR of the Peer Group. The graph below shows the cumulative TSR over the three-year period for FedEx and the Dow Jones Transportation Index.

  234. 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. 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 2023 pay ratio as we used to calculate our fiscal 2021 and 2022 pay ratios 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 2023 annual total compensation of our CEO was $13,265,049 (including $15,226 in employer-provided health benefits not included in the Summary Compensation Table), the fiscal 2023 annual total compensation of our median employee was $45,976 (including $9,832 in employer-provided health benefits), and the ratio of these amounts was 289:1. Considered Population We determined our median employee as of March 1, 2021, which was within the last three months of our fiscal 2021 year as required by the pay ratio rule. As of that date, we employed 565,238 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 4.3% of our total employee population as of March 1, 2021, or 24,115 employees outside of the U.S., from the following countries and territories: Antilles Francaises (9); Argentina (261); Aruba (12); Austria (251); Bahamas (28); Bahrain (182); Barbados (36); Bermuda (27); Botswana (22); British Virgin Islands (7); Bulgaria (441); Cayman Islands (22); Colombia (294); Costa Rica (71); Curacao (14); Cyprus (166); Czech Republic (1,133); Denmark (809); Dominican Republic (99); Egypt (199); Estonia (131); Fiji (80); Finland (357); Greece (549); Grenada (6); Guadeloupe (9); Guam (13); Guatemala (43); Hungary (602); Ireland (367); Israel (131); Jamaica (65); Jordan (23); Kenya (81); Kuwait (136); Latvia (184); Lithuania (250); Luxembourg (46); Macau (10); Malawi (25); Namibia (62); New Zealand (277); Norway (284); Oman (17); Panama (81); Peru (22); Philippines (861); Portugal (995); Puerto Rico (647); Romania (958); Russia (762); Saint Kitts (9); Saint Lucia (9); Saint Martin (9); Saint Vincent (5); Singapore (1,314); Slovakia (412); Slovenia (208); South Africa (1,546); South Korea (1,153); Swaziland (12); Sweden (1,179); Switzerland (1,541); Taiwan (1,324); Trinidad and Tobago (47); Turks and Caicos Islands (7); Turkey (879); Ukraine (182); United Arab Emirates (1,210); United States Virgin Islands (19); Uruguay (38); Venezuela (33); Vietnam (708); and Zambia (114). As a result, an aggregate employee population of 541,123 was considered (the “considered population”) in determining our median employee in fiscal 2021. 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 2021 total compensation for each of the selected employees using the methodology for calculating our CEO’s fiscal 2021 total compensation as set forth in the Summary Compensation Table of our 2021 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.

  235. CEO Pay Ratio

    | 82 | |

  236. CEO Pay Ratio

    Executive Compensation – CEO Pay Ratio

  237. CEO Pay Ratio

    | | Proposal 3 Advisory Vote on the Frequency of Future | | | Advisory Votes on Executive Compensation |

  238. CEO Pay Ratio

    In addition to providing our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers, we also are seeking a non-binding, advisory vote on how frequently the advisory vote on executive compensation should be presented to stockholders, as required by SEC rules. You may vote to have the advisory vote on executive compensation held every one year, every two years, or every three years, or you may abstain from voting. When this advisory vote was last held in 2017, our stockholders indicated a strong preference (92.1% of the voted shares) to hold the advisory vote to approve executive compensation each year, and the Board implemented this standard. The Board of Directors recommends holding the advisory vote on executive compensation every year. An annual vote provides us with timely feedback from our stockholders on executive compensation matters. An annual advisory vote is also consistent with our Compensation & HR Committee’s practice of conducting an in-depth review of executive compensation philosophy and practices each year.

  239. 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, each named executive officer included in the Summary Compensation Table, and all directors and executive officers as a group, as of July 27, 2023. Unless otherwise indicated, beneficial ownership is direct and the person shown has sole voting and investment power.

  240. Directors and Executive Officers

    | | COMMON STOCK BENEFICIALLY OWNED | | | | NAME OF BENEFICIAL OWNER | NUMBER OF SHARES | NUMBER OF OPTION SHARES(1) | PERCENT OF CLASS(2) | | Frederick W. Smith | 19,506,433(3) | 1,162,652 | 8.18% | | Marvin R. Ellison | 5,943 | 26,685 | * | | Stephen E. Gorman | 1,258 | — | * | | Susan Patricia Griffith | 4,027(4) | 14,888 | * | | Kimberly A. Jabal | 3,213(5) | 12,810 | * | | Amy B. Lane | 2,359 | 840 | * | | R. Brad Martin | 70,874(6) | 26,685 | * | | Frederick P. Perpall | 1,178 | 1,992 | * | | Nancy A. Norton | — | — | * | | Joshua Cooper Ramo | 4,491 | 24,150 | * | | Susan C. Schwab | 6,853 | 26,685 | * | | David P. Steiner | 32,738 | 26,685 | * | | Rajesh Subramaniam | 92,323(7) | 184,628 | * | | Paul S. Walsh | 14,000 | 26,685 | * | | Michael C. Lenz | 22,478 | 66,443 | * | | Robert B. Carter | 61,821(8) | 125,286 | * | | Mark R. Allen | 37,249(9) | 100,036 | * | | All directors and executive officers as a group (22 persons) | 20,068,607(10) | 2,061,992 | 8.73% |

  241. Directors and Executive Officers

    | * Less than 1% of FedEx’s outstanding common stock. | | (1) Reflects the number of shares that can be acquired at July 27, 2023, or within 60 days thereafter through the exercise of stock options. These shares are excluded from the column headed “Number of Shares,” but included in the ownership percentages reported in the column headed “Percent of Class.” | | (2) Based on 251,510,398 shares outstanding on July 27, 2023. | | (3) Includes 14,459,759 shares owned by Mr. Smith (as of July 27, 2023, 2,010,000 of such shares have been pledged as security by Mr. Smith), 4,141,280 shares owned by Frederick Smith Enterprise Company, Inc. (“Enterprise”), a family holding company (as of July 27, 2023, 200,000 of such shares have been pledged as security by Enterprise), 902,018 shares held through grantor retained annuity trusts, and 736 shares owned by Mr. Smith’s spouse. Regions Bank, Memphis, Tennessee, as trustee of a trust of which Mr. Smith is the lifetime beneficiary, holds 55% of Enterprise’s outstanding stock, and Mr. Smith owns 45% directly. Includes 2,640 shares held in FedEx’s retirement savings plan. Mr. Smith’s business address is 942 South Shady Grove Road, Memphis, Tennessee 38120. | | (4) Includes 1,000 shares owned by Susan P. Griffith Living Trust. | | (5) All 3,213 shares owned by KJ Family Trust. | | (6) Includes 7,250 shares owned by R. Brad Martin Family Foundation, 2,250 shares in children’s trusts, and 2,100 shares owned by Mr. Martin’s spouse. | | (7) Includes 43,032 shares owned by a family trust. | | (8) Includes 2,946 shares owned by Mr. Carter’s spouse. | | (9) Includes 398 shares held in FedEx’s retirement savings plan. | | (10) Includes the shares reflected in footnotes 3-9 above and 63,019 shares held in trusts. |

  242. Directors and Executive Officers

    | 2023 Proxy Statement | 89 |

  243. Directors and Executive Officers

    Stock Ownership – Significant Stockholders

  244. COMPANIES IN DIRECTOR COMPENSATION COMPARISON SURVEY GROUP

    COMPANIES IN DIRECTOR COMPENSATION COMPARISON SURVEY GROUP

  245. COMPANIES IN DIRECTOR COMPENSATION COMPARISON SURVEY GROUP

    | 3M Company | D.R. Horton, Inc. | NVIDIA Corporation | | Abbott Laboratories | Duke Energy Corporation | Occidental Petroleum Corporation | | AbbVie Inc. | Eli Lilly and Company | Oracle Corporation | | Accenture plc | Energy Transfer L.P. | Paramount Global | | Albertsons Companies, Inc. | Enterprise Products Partners L.P. | PayPal Holdings, Inc. | | Alimentation Couche-Tard Inc. | Exelon Corporation | PBF Energy Inc. | | The Allstate Corporation | General Dynamics Corporation | Penske Automotive Group, Inc. | | Altria Group, Inc. | General Electric Company | PepsiCo, Inc. | | American Airlines Group Inc. | The Goldman Sachs Group, Inc. | Performance Food Group Company | | American Express Company | HCA Healthcare, Inc. | Pfizer Inc. | | American International Group, Inc. | Hewlett Packard Enterprise Company | Philip Morris International Inc. | | Amgen Inc. | Honeywell International Inc. | Plains All American Pipeline, L.P. | | Archer-Daniels-Midland Company | HP Inc. | The Proctor & Gamble Company | | Arrow Electronics, Inc. | Humana Inc. | The Progressive Corporation | | AutoNation, Inc. | Intel Corporation | Prudential Financial, Inc. | | Bank of America Corporation | International Business Machines Corporation | Publix Super Markets, Inc. | | Best Buy Co., Inc. | Jabil Inc. | QUALCOMM Incorporated | | The Boeing Company | Johnson & Johnson | Raytheon Technologies Corporation | | Bristol Myers Squibb Company | Kraft Heinz Company | Salesforce, Inc. | | Broadcom Inc. | Lennar Corporation | Starbucks Corporation | | Capital One Financial Corporation | Lockheed Martin Corporation | StoneX Group Inc. | | Carmax, Inc. | Lowe’s Companies, Inc. | Sysco Corporation | | Caterpillar Inc. | LyondellBasell Industries N.V. | TD Synnex Corporation | | CBRE Group, Inc. | Macy’s, Inc. | Tesla, Inc. | | Charter Communications, Inc. | Medtronic Public Limited Company | Thermo Fisher Scientific Inc. | | Chubb Limited | Merck & Co., Inc. | The TJX Companies, Inc. | | Cisco Systems, Inc. | MetLife, Inc. | T-Mobile US, Inc. | | Citigroup Inc. | Micron Technology, Inc. | The Travelers Companies, Inc. | | The Coca-Cola Company | Molina Healthcare, Inc. | Tyson Foods, Inc. | | ConocoPhillips | Mondelez International, Inc. | United Natural Foods Inc. | | Danaher Corporation | Morgan Stanley | United Parcel Service, Inc. | | Deere & Company | Netflix, Inc. | US Foods Holding Corp. | | Delta Air Lines, Inc. | NIKE, Inc. | The Walt Disney Company | | Dollar General Corporation | Northrop Grumman Corporation | Wells Fargo & Company | | Dollar Tree, Inc. | NRG Energy, Inc. | World Fuel Services Corporation | | Dow Inc. | Nucor Corporation | |

  246. COMPANIES IN DIRECTOR COMPENSATION COMPARISON SURVEY GROUP

    | 2023 Proxy Statement | A-1 |