EX.
Proxy Statement |
ONE INTEGRATED, INTELLIGENT INDUSTRIAL NETWORK
NETWORK
Physical redesign of integrated air and surface network
NETWORK
DIGITAL Digital backbone and Al capabilities enabling
One intelligent orchestration FedEx a, ORGANIZATIONAL World-class workforce and culture with DRIVE ORGANIZATIONAL DIGITAL ) discipline
FOR MORE THAN 50 YEARS, we have been building networks that have created a differentiated and unmatched portfolio of services while continuously evolving to meet the changing needs of our customers and the market by connecting people and possibilities. We are shifting from a collection of separate but powerful operations to one integrated, flexible, efficient, and intelligent network. We continue to evolve to improve our operational efficiency, enhance profitability, and build a simplified experience to better serve our customers.
THE 2026 CORPORATE RESPONSIBILITY REPORT discusses our sustainability strategies, programs, and progress toward our goals. Explore our goals
, and progress at
Del iverl ate HE fedex.com/en-us/sustainability/reports.html.
Value
The information on the 2026 Corporate Responsibility Report webpage, the Corporate Responsibility Report, or any other information on the FedEx website that we may refer to herein is not incorporated by reference into, and does not form any part of, this proxy statement. Materiality, as used in the Corporate Responsibility Report and related disclosures, is different than the definition used in the context of filings with the Securities and Exchange Commission (“SEC”). Issues deemed material for purposes of such disclosures may not be considered material for SEC reporting purposes. Any targets or goals discussed in our Corporate Responsibility Report and in this proxy statement may be aspirational, and as such, no guarantees or promises are made that these goals will be met. Furthermore, certain statistics and metrics disclosed in this proxy statement and in the Corporate Responsibility Report are estimates and may be based on assumptions that turn out to be incorrect. FedEx does not undertake or assume any obligation to update or revise such information, whether as a result of new information, future events, or otherwise.
2026 HIGHLIGHTS
Financial - Year over Year > Revenue > GAAP Operating Income > Adjusted Operating Income*
CL SF
15% 32%
reduction in Scope 1 and reduction in aircraft Scope 2 location - based emissions intensity from a 2 1 oY emissions since setting our 2005 baseline, exceeding > GAAP Diluted EPS 0 2040 target our goal for a 30% reduction > Adjusted Diluted EPS* 11% 0: ra > Return on Invested Capital* [0] bps FEE to—
37% ~9,500
Countries and
territori 4 5 . peri rs Aircraft locations generation on-and on-and off-road electric off-site solar energy vehicles (EVs) deployed worldwide
~700
Operating facilities
>4K >175K
Motorized vehicles
Employees
4yearsrunning | $14.1 billion
>500M ~18M recognized by Ethisphere in in goods and services es See a the World's acquired from small business Dailytracking | Shipments per Commerce menses Bee se Gos suppliers in the U.S. requests business day moved s ‘
(Avg. daily vol.) annually
Spin-Off of FedEx Freight completed on June 1st
FREDERICK W. SMITH, FOUNDER AND FORMER CHAIRMAN AND CEO OF FEDEX, NAMED TO FORBES’ AMERICA’S 250 GREATEST HISTORIC INNOVATORS LIST. The list recognizes leaders whose ideas transformed industries and those who embody the American spirit of innovation. Forbes developed the list in consultation with the National Innovators Hall of Fame. The evaluation criteria included creativity, breadth, disruption, engagement, and impact. Smith’s pioneering vision for overnight express delivery, beginning with FedEx’s founding in 1973, transformed global logistics and introduced pivotal innovations including real-time tracking and integrated air-ground networks.
2026 Computerworld 2025 Fortune 2026 Brand Finance 2025 Logistics Mgmt. 2026 Kantar Brandz 2026 Fortune Global 500 Magazine
“Best Places to Work in IT” “One of the ‘Fortune AlQ 50° aa - One of the “Most Valuable America’s Most Innovative For IT Professionals Companies leading in Al” World's Most Vallable & “Quest for Quality Awards, #1 Global Brands” Companies Strongest Brands Airfreight Express Carriers, 5 #1 Surface Pkg. Carriers, #6 2026 USA Tod: 2026 Wi ’s Choi 2026 Forbes 2026 Forbes Hono ute eelhh 3PL- Value Added Service f aay “Best C a x oa Sen ae Top Companies List é ~’,, Oneof “America’s Best in est Companies to Wor! One of EAiCtICa s Best One of America’s Best [Potaye and #7 National LTL Carriers cuctamenSentice! For” Companies Employers 2026 Morning Consult 2026 Brand Finance - 5 5 One of the “Most Trusted Global 500 2026 Women in 1s0 9001 2026 Fortune 2026 Axios Harris Brands” . @ Trucking Assoc. Global Certification 7 ; : rands Top 100 Global Brands No. 18 ‘World's Most et te ee Beuiain “Top Company for Women LRQA Certified - Worlds Most Admired Companies ost Visible 2026 Fast Company 2026 USA Today to Work in Transportation” Recognized Quality Mgmt.
Companies in US: Most Innovative Companies 50 Most Iconic American Brands Standards
FedEx is consistently named among the world’s No. 20“ World’s Most One of the “World’s Most most valuable and admired brands Admired Companies” Ethical Companies”
* Non-GAAP financial measures. Please refer to Appendix C for a reconciliation to the most directly comparable measures calculated in accordance with GAAP.
A MESSAGE FROM OUR CHAIRMAN AND OUR LEAD INDEPENDENT DIRECTOR
Dear Fellow Stockholders,
Three weeks into fiscal 2026, we lost our Founder and Chairman, Frederick W. Smith. With the founding of FedEx more than five decades ago, Fred created not only a company but an entirely new industry. The values he established and the vision he articulated guided FedEx for more than 50 years and continue to shape our Company today.
Following his passing, the Board of Directors and leadership team resolved to increase the intensity of our commitment to this one-of-a-kind enterprise and the values that have defined it from the beginning. The performance of the Company in fiscal 2026 reflects the results of that determination.
Fiscal 2026 was marked by strategic clarity, disciplined execution, and meaningful R. Brad Martin progress on our transformation initiatives. These efforts, coupled with a strong financial performance delivered by our outstanding leadership team, led by CEO Raj Subramaniam, drove a substantial increase in stockholder value. Today, FedEx shares trade at levels well above any previous period in the Company’s history.
Executive Chairman Chairman of the Board
Despite a volatile global environment marked by geopolitical conflict and trade friction, the FedEx team delivered outstanding operating results throughout fiscal 2026.
The Company also successfully completed the separation of FedEx Freight into an independent, publicly traded company. This transaction resulted from a strategic review initiated by the Board nearly two years earlier and was completed on time and on budget. With an experienced management team and a strong Board of Directors, FedEx Freight is well positioned to create substantial stockholder value in the years ahead.
Engagement with our stockholders remains an important priority of the Board. During fiscal 2026, we met with more than 25 major stockholders and participated in Susan Patricia Griffith numerous discussions with investors. We value the perspectives gained through
these conversations and benefit from the insights they provide. Lead Independent Director
Steve Gorman stepped down from the Board of FedEx Corporation to join the Board of FedEx Freight on June 1. Silvia Davila resigned from the Board in June, and Amy Lane will retire upon the completion of her term immediately before this year’s annual meeting. We thank Steve, Silvia, and Amy for their many contributions to FedEx. We also welcomed Mark Edmunds to the Board of Directors. Mark, a retired Vice Chairman of Deloitte, brings significant financial and leadership expertise to the Board.
Over the past five decades, FedEx has built the world’s most important industrial network. We enter this next chapter as a more focused company, with a proven management team and a highly engaged and experienced Board of Directors. The opportunities before us are enormous, and the challenges are significant.
FedEx is ready for both.
Sincerely,
R “Rar an ju— ee. Haye
R. Brad Martin Susan Patricia Griffith Chairman of the Board Lead Independent Director
FedEx Corporation
2026 Proxy Statement
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
Items of Business
Board Page Voting Proposal Recommendation Number 1 Elect the eleven nominees named in the proxy FOR each statement as FedEx directors for a one-year term UY director 12 nominee 2 Advisory vote to approve named executive officer Vv FOR 45 compensation 3 Ratification of the appointment of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the period from June 1, 2026 through ye a December 31, 2026 4-6 Act upon three stockholder proposals, if properly x AGAINST 104
presented at the meeting
Stockholders also will consider any other matters that may properly come before the meeting.
How to Attend the Virtual Annual Meeting
FedEx’s 2026 annual meeting of stockholders will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/FDX2026. There will not be a physical location for the annual meeting, and you will not be able to attend the meeting in person.
To attend the annual meeting of stockholders at www.virtualshareholdermeeting.com/ FDX2026, you must enter the control number on your proxy card, voting instruction
form, or Notice of Internet Availability. Whether or not you plan to attend the virtual annual meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described to the right. During the meeting, you may ask questions and vote. To vote at the meeting, visit www.virtualshareholdermeeting.com/FDX2026. For more information, please see page 119.
Please Vote Your Shares
Your vote is very important. Please vote your shares whether or not you plan to attend the meeting.
By order of the Board of Directors,
GINA F. ADAMS Executive Vice President,
General Counsel and Secretary August 17, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 28, 2026:
The following materials are available at www.proxyvote.com:
> The Notice of Annual Meeting of Stockholders to be held September 28, 2026;
> The FedEx 2026 Proxy Statement; and
> The FedEx Annual Report to Stockholders for the fiscal year ended May 31, 2026.
A Notice Regarding the Internet Availability of Proxy Materials or the proxy statement, form of proxy, and accompanying materials are first being sent to stockholders on or about August 17, 2026.
4 FedEx.
LOGISTICS
©
on
Date and Time Monday, September 28, 2026, at 8:00 a.m. Central Time
Location
Online via webcast at www. virtualshareholdermeeting. com/FDX2026
Who Can Vote
Stockholders of record at the close of business on August 3, 2026, may vote at the meeting or any postponements or adjournments of the meeting.
HOW TO CAST YOUR VOTE
If you are a registered stockholder, you can
vote by any of the following methods: Online
[_ www.proxyvote.com up until 11:59 p.m. Eastern Time on
co
9/27/2026. For shares held in any
FedEx or subsidiary employee
stock purchase plan or benefit
plan, vote by 11:59 p.m. Eastern
Time on 9/23/2026.
By phone
1-800-690-6903; Dial toll-free 24/7 up until 11:59 p.m. Eastern Time on 9/27/2026. For shares held in any FedEx or subsidiary employee stock purchase plan or benefit plan, vote by 11:59 p.m. Eastern Time on 9/23/2026.
Xs
Proxy card Completing, signing, and returning your proxy card
At the meeting
You also may vote online during the annual meeting by following the instructions provided on the meeting website during the annual meeting. To vote at the meeting, visit www.virtualshareholdermeeting. com/FDX2026.
@) >
If you are a beneficial owner and received a voting instruction form, please follow the instructions provided by your bank, broker, or other nominee to vote your shares.
TABLE OF CONTENTS
Notice of Annual Meeting of Stockholders
Proxy Statement Summary
Corporate Governance Matters
> Proposal 1 — Election of Directors Process for Selecting Directors Process for Training and Evaluating Directors Nominees for Election to the Board The Board’s Role and Responsibilities Board Structure Board Processes and Policies Directors’ Compensation
Executive Compensation
>) Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation Report of the Compensation and Human Resources Committee of the Board of Directors Compensation Discussion and Analysis Summary Compensation Table Grants of Plan-Based Awards During Fiscal 2026
45
46
46
70
75
Outstanding Equity Awards at End of Fiscal 2026
Option Exercises and Stock Vested During Fiscal 2026
Fiscal 2026 Pension Benefits
Potential Payments Upon Termination or Change of Control
Pay Versus Performance CEO Pay Ratio
Equity Compensation Plans
Equity Compensation Plans Approved by Stockholders
Equity Compensation Plans Not Approved by Stockholders Summary Table
AUDIT MATTERS > Proposal 3 — Ratification
of the Appointment of the Independent Registered Public Accounting Firm Appointment of Independent Registered Public Accounting Firm Policies Regarding Independent Auditor Report of the Audit and Finance Committee of the Board of Directors
Audit and Non-Audit Fees
77
81
82
86
91 96
97
97
97 97
98
98
98
98
99 101
Stock Ownership 102 Directors and Executive Officers 102 Significant Stockholders 103
Stockholder Proposals 104
Information About the
Annual Meeting 114
Virtual Meeting
Information 119
Additional Information 120 General Information 120 Proxy Solicitation 120 Householding 120
Stockholder Proposals and Director Nominations for
2027 Annual Meeting 121 Stockholder Proposals for 2027 Annual Meeting 121 Proxy Access Director Nominations 121 Additional Information 121
Appendix A - Companies in Director Compensation Comparison Survey Group A-1
Appendix B - Companies in Executive Compensation Comparison Survey Group B-1
Appendix C - Reconciliations of Non-GAAP Financial Measures C-1
2026 Proxy Statement S
Adjustments to Stock Prices and Equity Awards in Connection with the Spin-Off
FedEx’s fiscal 2026 year ended May 31, 2026. On June 1, 2026, FedEx completed the spin-off of FedEx Freight (the “Spin- Off”) through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight common stock ona pro rata basis to the holders of FedEx common stock. Each FedEx stockholder received one share of FedEx Freight common stock for every two shares of FedEx common stock held of record as of the close of business on May 15, 2026. Unless otherwise noted, information in this proxy statement, stock prices and information regarding FedEx equity awards issued before the Spin-Off reflects stock prices, share numbers, exercise price, and award value before these adjustments.
Forward-Looking Statements
Certain statements in this proxy statement may be considered “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to FedEx’s financial condition, results of operations, cash flows, plans, objectives, future performance, and business. Forward-looking statements include those preceded by, followed by, or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends”, or similar expressions. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the factors that can be found in FedEx’s and its subsidiaries’ press releases and FedEx’s filings with the SEC, including its Annual Report on Form 10-K for fiscal 2026. You should not place undue reliance on the forward-looking statements in this proxy statement, which speak only as of the date of this proxy statement. Unless FedEx is required to do so by law, FedEx is under no obligation, and expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise.
(>)
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.
Proposal 1 Election of Directors DIRECTOR COMMITTEES OTHER PUBLIC NOMINEE AND POSITION AGE SINCE AFC CHRC CyTOC GSPPC DIRECTORSHIPS MARK A. EDMUNDS [> 69 2026 e e Westrock Coffee Former Partner and Vice Chairman, Deloitte LLP Company MARVIN R. ELLISON EXE) iat ; ‘ : 61 2014 e e 7 Chairman of the Board, President, and Chief Companies, Inc. Executive Officer of Lowe’s Companies, Inc. SUSAN PATRICIA GRIFFITH EXD Lead Independent Director 61 2018 e oO The Prog ressive President and Chief Executive Officer of Corporation The Progressive Corporation R. BRAD MARTIN E> A aout FedEx Freight Executive Chairman and Chairman of the Board Holding Company, Inc. NANCY A. NORTON > 61 2022 C ) e Leidos Holdings, Inc. Retired Vice Admiral, U.S. Navy FREDERICK P.PERPALL EXE 51 2021 e @ _ Starwood Property Chief Executive Officer of The Beck Group Trust, Inc. JOSHUA COOPER RAMO I> eo || aaa e e Chairman and Chief Executive Officer, Sornay, LLC SUSAN C. SCHWAB EXD Caterpillar Inc. and Professor Emerita at the University of Maryland 71 2009 e e Marriott School of Public Policy International, Inc. RICHARD W. SMITH Chief Operating Officer — International and Chief 48 2025 Executive Officer — Airline of Federal Express Corporation RAJESH SUBRAMANIAM President and Chief Executive Officer of FedEx 60 2020 aie canine : pany Corporation PAUL S. WALSH I> McDonald’s Executive Chairman of the Board of McLaren 71 1996 e e Corporation and UPL Group Limited Ltd. AFC - Audit and Finance Committee CyTOC - Cyber and Technology Oversight Committee @ Member [> Independent CHRC - Compensation and Human GSPPC - Governance, Safety, and Public Policy Committee @ Chair Resources Committee See page 39 for committee memberships immediately following the annual meeting if all of the director nominees are elected.
Your Board of Directors recommends that you vote “FOR” the election of each of the eleven nominees. See page 12
2026 Proxy Statement
Proxy Statement Summary - Director Nominee Highlights
Director Nominee Highlights*
Tenure, Age, Gender, and Background
Independent Director Nominee Tenure**
11.4 years 4
Experienced Average
Director Independent Nominees Director (more than Nominee 10 years) Tenure
Board Refreshment
in the past 5 years
3
New
independent directors have joined (and remain on) our Board.
©
* Statistics assume all director nominees are elected at the annual meeting.
** As of August 17, 2026
Corporation
3 Newer
Director Nominees
(6 years or less)
=
1
Medium-Tenure Director Nominee (7 to 10 years)
9 Independent
Wi directors have retired, resigned from our Board, or ceased to qualify as independent
Age** 62 years . Cotaiees Nominees Average Age ever 51 to 60 years 70 years 4 Nominees
61 to 70 years
Gender and Background
27%
3 Female Female 4
0 Racially/ 36 %o Ethnically Racially/ Diverse Ethnically Diverse
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:
Transportation/ Logistics/ Supply Chain
4 Nominees
International
©
8 Nominees
Financial
5 Nominees
Retail/ E-commerce
A =
5 Nominees
Marketing
5 Nominees
Technological/Digital/ Cybersecurity
@\
an
3 Nominees 3 Nominees
Leadership Br
11 Nominees
s FedEx.
Human Resource Management
By &
2 Nominees
Government
Sit
4 Nominees
Risk Management/Safety
R
6 Nominees
Proxy Statement Summary - Corporate Governance Highlights
Corporate Governance Highlights
v Proxy Access
v¥ Majority Voting for Directors and Resignation Requirement for Directors Who Fail to Receive Majority Vote
v¥ Annual Election of All Directors v¥ Annual Board and Committee Self-Evaluations
v¥ No Supermajority Voting Provisions in Company’s Charter or Bylaws
v Stockholder Right to Call a Special Meeting
v¥ Lead Independent Director if Chairman of the Board Not Independent
v Independent Directors Meet Regularly in Executive Sessions Without Management Present
v Annual Independent Director Evaluation of the CEO
v Limit on Number of Other Directorships and Commitments
v¥ No Director Serves on More Than Two Other Public Company Boards
v¥ No Director Who is a Public Company Executive Officer Serves on More Than One Other Public Company Board
v¥ Code of Conduct Applicable to All Directors
v Stock Ownership Goal for Directors and Executive Officers
v¥ Policies on Recoupment of Incentive Compensation v Policy on Limitation of Severance Benefits Y¥ No Poison Pill
¥ NEW'IN 2026: Executive Severance Plan
You can find detailed information about our corporate governance policies and practices in the Corporate Governance Matters section of this proxy statement. You can also access our corporate governance documents under the Governance heading on the Investor Relations page of our website at investors.fedex.com. Information contained on our website is not deemed to be
incorporated by reference as part of this proxy statement.
2026 Proxy Statement +]
Proxy Statement Summary - Proposal 2
>
Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation
Executive Compensation Design
Our executive compensation program is designed not only to retain and attract highly qualified and effective executives but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholders and reward them for doing so. We believe there should be a strong relationship between pay and corporate performance, and our executive compensation program reflects this belief.
In response to the lower level of support we received in the 2025 advisory vote on named executive officer compensation, since the 2025 annual meeting, we reached out to stockholders representing approximately 40% of our outstanding shares and engaged with 25 different stockholders that collectively represented approximately 38% of our outstanding shares, to solicit feedback on, among other things, our executive compensation program, better understand the reasons behind the 2025 advisory vote on executive compensation outcome, and discuss potential changes to our executive compensation program for consideration by the Compensation and Human Resources Committee (“Compensation & HR Committee”).
For additional information on how we responded, please see “Corporate Governance Matters — The Board’s Role and Responsibilities — Stockholder Engagement” and “— Engagement Highlights,” “Executive Compensation — Compensation Discussion and Analysis — Stockholder Engagement Focus — 2025 Say-on-Pay Advisory Vote Result,” and “— Post-Employment Compensation — Limitation on Severance Benefits” and “— Executive Severance Plan.”
Elements of Compensation
The elements of target total direct compensation, average NEO target pay mix, along with a description and relevant metrics for fiscal 2026 are presented below.
Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent.
Annual cash incentive compensation (“AIC”) plan designed to motivate our executives to achieve annual financial goals and other business objectives and reward them accordingly. Total amount paid was based on:
a » Achievement of adjusted consolidated operating income objectives (weighted at 50% of 13.3% the total payout opportunity);
>» Achievement of incremental structural cost reduction benefits from DRIVE and Network 2.0 (weighted at 25% of the total payout opportunity); and
» Achievement of on-time enterprise service performance (excluding FedEx Freight) (weighted at 25% of the total payout opportunity).
Performance Based AIC
SHORT-TERM - 23.8%
Long-term incentive (“LTI”) cash program designed to motivate management to build long-term stockholder value and reward them accordingly. Total payout opportunity for FY24-FY26 LTI plan was based on:
Performance tice, » Achievement of aggregate adjusted earnings-per-share (“EPS”) goals for the three- Based LTI " y fiscal-year period (weighted at 50% of the total payout opportunity);
» Achievement of goals for adjusted return on invested capital (“ROIC”) growth for the three-fiscal-year period (weighted at 25% of the total payout opportunity); and
» Achievement of goals related to relative total shareholder return (“TSR”) for the three- fiscal-year period (weighted at 25% of the total payout opportunity).
The Compensation & HR Committee used a mix of stock options, restricted stock awards, and performance stock units to align executive compensation with stockholder interests, Stock Options 15.8% retention, and motivate long-term value creation. The mix of awards is intended
w~ to support our pay-for-performance philosophy while maintaining competitiveness in the market for executive talent.
Restricted » Stock options granted in fiscal 2026 vest over a four-year period. Stock options Stock @ 4% provide value only if our stock price appreciates after the grant date.
» Restricted stock awards granted in fiscal 2026 vest over a four-year period, promoting retention and encouraging executives to maintain a long-term focus on our success.
= oy i) nN 1 = a Ww F 0) z fe) a
Performance al > Performance stock units (“PSUs”), awarded in connection with the Equity Incentive Stock Units 8.5% Industry Leadership Program, are earned based on improvement in adjusted consolidated operating margin (excluding the FedEx Freight segment) in fiscal 2028 from fiscal 2025 adjusted consolidated operating margin (excluding the FedEx Freight segment).
See page 49 for fiscal 2026 target total direct compensation components.
10
FedEx.
Proxy Statement Summary - Proposal 3
Compensation Highlights
> The fiscal 2026 AIC plan was tied to adjusted consolidated operating income (50%), incremental structural cost reduction benefits from DRIVE and Network 2.0 (25%), and on-time enterprise service performance (excluding FedEx Freight) (25%). Strong operating results and significant structural cost savings resulted in above-target performance and corresponding above-target payouts.
» LTI cash payouts for fiscal 2026 were based on achievement of pre-established aggregate adjusted EPS goals (50%), ROIC goals (25%), and relative TSR goals (25%) over a three-fiscal-year period. Strong performance across all three metrics, particularly in fiscal 2026, resulted in above-target achievement.
» Long-term equity incentives, comprised of stock options and restricted stock, further align the interests of our executive officers to the interests of our stockholders, as executive officers only realize value from the stock options if the stock price appreciates after the grant date and encourages retention of executive officers at FedEx.
>» One-time special cash bonuses were granted to all eligible managing directors and officers in June 2026 in recognition of their outstanding execution and the results achieved through the successful advancement of the Company’s transformation. In approving the special bonus pool, the Board and Committee considered a number of key achievements during fiscal 2026 despite challenging macroeconomic and industry conditions.
>» The Equity Incentive Industry Leadership Program, comprised of grants of restricted stock and PSUs to senior vice presidents and above, reinforces management accountability for achieving sustained operating margin expansion, supports leadership continuity and drives continued execution of FedEx’s long-term transformation. See page 50 for details regarding the Equity Incentive Industry Leadership Program.
>» The Transition Year 2026 Annual Incentive Compensation Plan (“TY 2026 AIC Plan”) and Transition Year 2026 Equity Incentive Compensation Plan (“TY 2026 Equity Plan”) were approved by the Board of Directors to facilitate the transition to a calendar-year fiscal year and align FedEx’s compensation programs with its future fiscal calendar.
Your Board of Directors recommends that you vote “FOR” this proposal. See page 45
> Proposal 3 Ratification of the Appointment of Ernst & Young LLP as FedEx’s Independent Registered Public Accounting Firm
The Audit and Finance Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm and has specific policies in place to ensure its independence. The Audit and Finance Committee has appointed Ernst & Young LLP (“Ernst & Young”) to serve as FedEx’s independent registered public accounting firm for the transition period from June 1, 2026 through December 31, 2026. Ernst & Young has been our independent registered public accounting firm since 2002.
Fees paid to Ernst & Young for fiscal 2026 and 2025 are detailed on page 101.
Representatives of Ernst & Young will attend the meeting, will be given the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
Your Board of Directors recommends that you vote “FOR” this proposal. See page 98
> Proposals 4-6 Three Stockholder Proposals,
if properly presented
Your Board of Directors recommends that you vote “AGAINST” each of these proposals. See page 104
2026 Proxy Statement 11
CORPORATE GOVERNANCE MATTERS
Proposal 1 Election of Directors
All of FedEx’s directors are elected at each annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The Board of Directors currently consists of twelve members, all of whom, with the exception of Amy B. Lane, are being nominated at this annual meeting to hold office until the annual meeting of stockholders to be held in 2027 and until his or her successor is duly elected and qualified or until his or her earlier disqualification, death, resignation, or removal. Ms. Lane is not standing for re-election and will retire from the Board immediately prior to the 2026 annual meeting. Effective upon Ms. Lane’s retirement, the size of the Board will be decreased to eleven members.
Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote your shares for the substitute nominee.
Vote Required for Approval
Under FedEx’s majority-voting standard, each of the eleven director nominees must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. For more information, please see “— Process for Selecting Directors — Nomination Process — Majority-Voting Standard for Director Elections.”
Your Board of Directors recommends that you vote “FOR” the election of each of the eleven nominees.
Process for Selecting Directors
The Board is responsible for recommending director candidates for election by the stockholders and for electing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Governance, Safety, and Public Policy Committee (“GSPP Committee”), which identifies, evaluates, and recruits highly qualified director candidates and recommends them to the Board.
Experience, Qualifications, Attributes, and Skills
The GSPP Committee seeks director nominees with the skills and experience needed to properly oversee the interests, risks, and businesses of the company. The Committee carefully evaluates each candidate to ensure that he or she possesses the experience, qualifications, attributes, and skills that the Committee believes are necessary for an effective Board member. These crucial qualities include, among others:
» Highest level of personal and » Practical wisdom and mature » Willingness to represent the best professional ethics, integrity, judgment; interests of all stockholders and and values; . . objectively appraise
>» Expertise that is useful to FedEx management performance.
» An inquiring and independent and complementary to the
mind; background and experience of
other Board members; and
12 FedEx.
Corporate Governance Matters — Process for Selecting Directors
In addition to the qualifications that each director nominee must have, the Board believes that one or more of FedEx’s Board members should possess the experience and expertise listed below because of their particular relevance to the company’s business, strategy, and structure. These were all considered by the Board in connection with this year’s director nomination process.
TRANSPORTATION/LOGISTICS/
p pais SUPPLY CHAIN MANAGEMENT ENERGY EXPERTISE EXPERIENCE HUMAN RESOURCE INTERNATIONAL EXPERIENCE MANAGEMENT EXPERTISE
FINANCIAL EXPERTISE GOVERNMENT EXPERIENCE
RISK MANAGEMENT/SAFETY
MARKETING EXPERTISE EXPERTISE
ee © SB © ®&
of Oo
LEADERSHIP EXPERIENCE
EXPERTISE
3) fo}
RETAIL/E-COMMERCE Qs
TECHNOLOGICAL/ DIGITAL/ CYBERSECURITY EXPERTISE
While the Board of Directors does not maintain a formal diversity policy, it seeks in its members a blend of personal and professional experiences, perspectives, and backgrounds, as well as institutional knowledge and personal chemistry, resulting in a high-performing Board of Directors that provides sound and prudent guidance with respect to all of FedEx’s operations and
interests.
Nomination Process
Nomination of Director Candidates
The GSPP Committee identifies, evaluates, and recruits director candidates, considers the advisability of adding new directors to the current composition of the Board, and evaluates and recommends existing director nominees to the Board as follows:
>» ©
» ©
> @
The GSPP Committee The GSPP Committee In its evaluation of all AS A RESULT OF considers potential new evaluates a potential director candidates, THIS PROCESS, candidates that may be new director candidate including the members THREE NEW, proposed by current thoroughly in considering of the Board eligible for INDEPENDENT, directors, management, whether the candidate reelection, the GSPP HIGHLY QUALIFIED professional search meets the criteria that Committee considers DIRECTORS HAVE firms, stockholders, the Board seeks in all the appropriate size, JOINED (AND
or other persons. The of its directors and how composition, skills, and REMAIN ON) THE Committee may engage that candidate’s skills contributions of current FEDEX BOARD
a third-party executive and experience would members and the needs IN THE PAST
search firm to assist in positively contribute to of the Board and each of FIVE YEARS.*
identifying potential director candidates. The Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm, or other sources.
the Board. The process may include reviewing the candidate’s qualifications, interviewing the candidate, engaging an outside firm to gather additional information about the candidate,
and making inquiries of persons with knowledge of the candidate.
its committees.
*Assuming election of all nominees at the annual meeting.
2026 Proxy Statement 13
Corporate Governance Matters — Process for Training and Evaluating Directors
Stockholder Recommendations
The GSPP Committee will consider director nominees recommended by stockholders. To recommend a prospective director candidate for the GSPP Committee’s consideration, stockholders may submit the candidate’s name, qualifications, including whether the candidate satisfies the requirements set forth in our Corporate Governance Guidelines and discussed in “— Process for Selecting Directors — Experience, Qualifications, Attributes, and Skills,” and other relevant biographical information in writing to: FedEx Corporation Governance, Safety, and Public Policy Committee, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. FedEx’s Bylaws require stockholders to give advance notice of stockholder proposals and nominations of director candidates. For more information, please see “Stockholder Proposals and Director Nominations for 2027 Annual Meeting.”
Majority-Voting Standard for Director Elections
FedEx’s Bylaws require that we use a majority-voting standard in uncontested director elections and a resignation requirement for directors who fail to receive the required majority vote. The Bylaws also prohibit the Board from reverting to a plurality- voting standard without the affirmative vote of the holders of at least a majority of the voting power of all the shares of FedEx stock entitled to vote generally in the election of directors, voting together as a single class. Under the majority-voting standard, a director nominee must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. In accordance with the majority-voting standard and resignation requirement, each director who is standing for reelection at the annual meeting has tendered an irrevocable resignation from the Board of Directors that will take effect if (i) the director does not receive more votes cast “for” than “against” his or her election at the annual meeting, and (ii) the Board accepts the resignation. FedEx’s Bylaws require the Board of Directors, within 90 days after certification of the election results, to accept the director’s resignation unless there is a compelling reason for the director to remain on the Board and to promptly disclose its decision (including, if applicable, the reasons for rejecting the resignation) in a filing with the SEC.
Process for Training and Evaluating Directors
New Director Orientation
FedEx has a New Director Orientation Program that enables new members of the Board to quickly become active and effective Board members. The program includes, among other things, an overview of fiduciary duties and responsibilities of directors, individual meetings with key members of the Board and senior management, facility tours, and attending at least one meeting of each Board committee of which the new director is not a member during his or her first two years as a Board member in order to gain a better understanding of committee functions. The process is tailored to take into account the individual needs of
each new director.
The GSPP Committee is responsible for overseeing the New Director Orientation Program and the Executive Vice President, General Counsel and Secretary is responsible for administering the program and reporting to the GSPP Committee the status of the orientation process with respect to each new director. The orientation process is designed to provide new directors with comprehensive information about the company’s business, strategy, capital structure, financial performance, risk oversight, evaluation of management, and executive compensation practices, as well as the policies, procedures, and responsibilities of the Board and its committees.
Continuing Director Education
FedEx provides continuing director education through individual speakers at Board meetings, generally four times per year. The company receives feedback from the directors on potential topics that would be useful for these discussions. In addition to facilitating these customized in-house programs, FedEx monitors pertinent developments in director education and recommends valuable outside programs for Board committee chairpersons to attend. The GSPP Committee reviews the company’s director education process on an annual basis to ensure the continuing education provided serves to further directors’ knowledge in their oversight responsibilities.
Board and Committee Evaluations
The GSPP Committee oversees an annual performance evaluation of each committee of the Board and the Board as a whole. Each Board member also completes an individual self-assessment, and those responses are provided to the Chairman of the Board and the chairperson of the GSPP Committee.
The GSPP Committee reviews and discusses the evaluation results for each committee and the Board as a whole. Each committee discusses its annual evaluation results and identifies any opportunities for improvement. The chairperson of the GSPP Committee reports the results to the Board of Directors, including any action plans. The chairperson also reports to the Board the results
of the full Board assessment. The Chairman of the Board and chairperson of the GSPP Committee discuss any notable results from the individual director self-assessments with the relevant directors.
As part of the evaluation, our directors consider the Board’s processes to ensure, among other things, that its leadership structure remains effective, that Board and committee meetings are conducted in a manner that promotes candid and constructive dialogue, sufficient time has been allocated for such meetings, agenda items reflect key matters of importance to the company, and that the materials provided to the Board and the reports received from management are useful, comprehensive, and timely.
14 FedEx.
Corporate Governance Matters — Nominees for Election to the Board
Nominees for Election to the Board
Below you will find each Board nominee’s biography along with other pertinent information, including a selection of each nominee’s skills and qualifications. All nominees are currently serving as directors of FedEx and, with the exception of Mark A. Edmunds, has been previously elected by our stockholders. Following the biographies, we have included a chart that exhibits the collective experience, qualifications, attributes, and skills of our Board nominees.
MARK A. EDMUNDS. INDEPENDENT
Age: 69 Director Since: 2026
Committees: Audit and Finance (Chair)
Cyber and Technology Oversight
Other Public Company Directorships: Westrock Coffee Company
Mr. Edmunds is former Partner and Vice Chairman of Deloitte LLP, retiring in 2019. During his 38-year tenure at Deloitte, Mr. Edmunds held several leadership roles within the firm, including U.S. leader of Energy/Utilities, West Region Managing Partner, and the U.S. Board of Directors. He also led the Americas and Asia Pacific Oil and Gas sectors from San Francisco and Singapore, respectively. Mr. Edmunds served as lead and advisory partner for a number of Deloitte’s strategic clients. Mr. Edmunds’ primary industry focus was energy & utilities throughout his career, including a short sabbatical from the firm to serve the Independent Petroleum Association of America in Washington, D.C. Mr. Edmunds has also served as an independent board member of B&P Littleford (a Waypoint Capital Partners portfolio company) since 2024. Mr. Edmunds is a Certified Public Accountant and a member of the AICPA and the Texas CPA Society. Mr. Edmunds is a former director of Riverview Acquisition Corp. and Chesapeake Energy Corporation. Mr. Edmunds was first appointed to the Board in June 2026 upon the recommendation of Mr. Martin and the GSPP Committee.
SKILLS AND QUALIFICATIONS
Financial
Held significant leadership roles at Deloitte and also served as Audit and Finance Chair at Chesapeake Energy Corporation from 2018 — 2021. Extensive accounting and finance experience and qualifies as an audit committee financial expert under SEC rules.
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Energy Primary industry focus on energy and utilities sector while at Deloitte and served on the Independent Petroleum Association of America.
Risk Management/Safety; International
Extensive risk management expertise through his serving on Deloitte’s U.S. Board of Directors, including service on the finance and global committees; has operated in a global capacity by chairing Deloitte’s Global Committee, serving as the Asia Pacific Oil and Gas leader out of Singapore, and managing multinational accounts.
Leadership Significant executive leadership experience gained as Vice Chairman of Deloitte and service on other public company boards.
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2026 Proxy Statement 15
Corporate Governance Matters — Nominees for Election to the Board
MARVIN R. ELLISON INDEPENDENT
Age: 61 Director Since: 2014
Committees: Compensation and Human Resources
Governance, Safety, and Public Policy
Other Public Company Directorships:
Lowe’s Companies, Inc.
is FedEx.
Mr. Ellison serves as Chairman of the Board, President, and Chief Executive Officer of Lowe’s Companies, Inc.,a home improvement retailer, serving as Chairman since June 2021 and President and Chief Executive Officer since July 2018. Mr. Ellison served as Chairman of J. C. Penney Company, Inc., an apparel and home furnishings retailer, from August 2016 until May 2018, and Chief Executive Officer from August 2015 through May 2018 (J. C. Penney filed for reorganization in federal bankruptcy court on May 15, 2020). He served as President and CEO-Designee of J.C. Penney from November 2014 through July 2015. From August 2008 through October 2014, Mr. Ellison served as Executive Vice President — U.S. Stores of The Home Depot, Inc., a home improvement specialty retailer. From June 2002 to August 2008, he served in a variety of operational roles at The Home Depot, including as President — Northern Division and as Senior Vice President — Global Logistics. Prior to joining The Home Depot, Mr. Ellison spent 15 years at Target Corporation in a variety of operational roles. He is a former director of J.C. Penney Company, Inc. and H&R Block, Inc.
SKILLS AND QUALIFICATIONS
Financial an Has overseen complex accounting and financial matters as CEO of two public companies.
Marketing expert with significant retail and e-commerce expertise through his executive
Aes Marketing; Retail/E-Commerce experience at Lowe’s, The Home Depot, and J. C. Penney.
(@) Leadership ers Significant executive leadership experience gained from executive positions held at Lowe’s, J. C. Penney, and The Home Depot.
ae) Transportation/Logistics/Supply Chain Management © Served ina variety of logistics roles during his career, including as Senior Vice President — Global Logistics at The Home Depot.
Corporate Governance Matters — Nominees for Election to the Board
SUSAN PATRICIA GRIFFITH INDEPENDENT— LEAD INDEPENDENT DIRECTOR
Age: 61 Director Since: 2018
Committees: Compensation and Human Resources
Governance, Safety, and Public Policy (Chair)
Other Public Company Directorships:
The Progressive Corporation
Ms. Griffith currently serves as President and Chief Executive Officer of The Progressive Corporation, a leading property and casualty insurance company, positions she has held since July 2016. Prior to being named President and Chief Executive Officer, Ms. Griffith served as Progressive’s Personal Lines Chief Operating Officer from April 2015 through June 2016 and Vice President from May 2015 through June 2016. She joined Progressive as a claims representative in 1988 and has served in many key leadership positions during her tenure. Ms. Griffith held several managerial positions in the Claims division before being named Chief Human Resources Officer in 2002. In 2008, she returned to the Claims division as the group president, and prior to being named Personal Lines Chief Operating Officer, she was President of Customer Operations from April 2014 to March 2015. Ms. Griffith was named one of FORTUNE magazine’s “Most Powerful Women in Business” in 2018 and 2023 and named one of Forbes magazine’s “The World’s 100 Most Powerful Women” in 2025. She previously served as a director of The Children’s Place, Inc.
SKILLS AND QUALIFICATIONS
Marketing; Retail/E-Commerce Extensive executive and managerial experience in an industry that emphasizes distinctive advertising and marketing campaigns.
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(Q) Leadership @ 43)) Has held a series of executive leadership positions at The Progressive Corporation, including her role as President and CEO.
Technological/Digital/Cybersecurity Executive and managerial experience at a company that relies heavily on its ability to = adapt to change, innovate, develop, and implement new applications and other technologies.
Risk Management/Safety; Human Resource Management O 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.
2026 Proxy Statement 17
Corporate Governance Matters — Nominees for Election to the Board
R. BRAD MARTIN EXECUTIVE CHAIRMAN AND CHAIRMAN OF THE BOARD
Age: 74 Director Since: 2011
Committees: None
Other Public Company Directorships: FedEx Freight
Holding Company, Inc.
is ~—- FedEx.
Mr. Martin has been Executive Chairman of FedEx since September 2025 and Chairman of the Board since June 2025. He is Chairman of RBM Venture Company, a private investment company, a position he has held since 2007. He previously served as Chairman and Chief Executive Officer of Riverview Acquisition Corp., an investment company, from April 2021 until its merger with Westrock Coffee Company (“Westrock”) in August 2022. Following that merger until March 2026, Mr. Martin served on the board of directors of Westrock. Mr. Martin was formerly the Chairman of the Board of Chesapeake Energy Corporation, a producer of oil, natural gas, and natural gas liquids, a position he held from October 2015 to February 2021. He was Chairman and Chief Executive Officer of Saks Incorporated from 1989 to 2006 and remained Chairman until his retirement in 2007. He is the former Interim President of the University of Memphis, a position he held from July 2013 until
May 2014. He was previously a director of Chesapeake Energy Corporation, First Horizon National Corporation, Caesars Entertainment Corporation, Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc., Ruby Tuesday, Inc., and Riverview Acquisition Corp. Mr. Martin is a former Tennessee state representative.
SKILLS AND QUALIFICATIONS
Financial; Risk Management/Safety; Leadership han 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 {OS experience, including as a chair. Former chair of the First Horizon National Corporation ZN 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.
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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.
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Government; International Former Tennessee state representative. Member of the Council on Foreign Relations.
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NANCY A. NORTON
Corporate Governance Matters — Nominees for Election to the Board
INDEPENDENT
Age: 61 Director Since: 2022
Committees: Cyber and Technology Oversight (Chair)
Audit and Finance
Other Public Company Directorships: Leidos Holdings, Inc.
Vice Admiral Norton is the retired Director of the Defense Information Systems Agency (DISA), a U.S. Department of Defense combat support agency, and commander, Joint Force Headquarters Department of Defense Information Network, positions she held from February 2018 through February 2021 after serving as Vice Director of DISA from August 2017 through February 2018. Vice Admiral Norton served over 34 years of active-duty service as an officer in the U.S. Navy. She served as the director, Command, Control, Communications and Cyber Directorate, U.S. Pacific Command; director of Warfare Integration for Information Warfare; and held commands and posts in multiple international locations. She is the recipient of numerous personal and campaign awards, including the National Security Agency’s Frank B. Rowlett Award for individual achievement in information security.
SKILLS AND QUALIFICATIONS
Technological/Digital/Cybersecurity
Served as Director of DISA, where her focus was providing information and cyber security tools and support for the U.S. Department of Defense; held numerous other communications and information security senior leadership positions while serving in the U.S. Navy.
Human Resource Management Led global teams as a Vice Admiral in the U.S. Navy and Director of DISA.
®
International Has extensive experience conducting technology and cyberspace operations as a U.S. Naval officer, including numerous international leadership positions.
Government; Leadership Served for 34 years as an officer in the U.S. Navy; provided leadership and oversight of global team at DISA.
FREDERICK P. PERPALL INDEPENDENT
Age: 51 Director Since: 2021
Committees: Audit and Finance
Governance, Safety, and Public Policy
Other Public Company Directorships: Starwood Property Trust, Inc.
Mr. Perpall currently serves as Chief Executive Officer of The Beck Group, one of the world’s largest integrated design-build firms, a position he has held since 2013. Mr. Perpall leads the firm’s domestic and international design, planning, and construction business. He recently served as President of the United States Golf Association Executive Committee, completing his term in March 2026. Mr. Perpall has a bachelor’s and master’s degree from the University of Texas at Arlington and is a member of the American Institute of Architects College of Fellows, an alumnus of Harvard Business School’s Advanced Management Program, and a former Americas Fellow at The Baker Institute at Rice University. He previously served as a director of Triumph Bancorp, Inc.
SKILLS AND QUALIFICATIONS
Risk Management/Safety Has extensive experience in an industry where oversight and management of risks related to safety and compliance are mission-critical functions.
Financial Experience serving as a public company audit and investment committee member.
Leadership Thirteen years of service as Chief Executive Officer of The Beck Group.
2026 Proxy Statement 19
Corporate Governance Matters — Nominees for Election to the Board
JOSHUA COOPER RAMO
INDEPENDENT
Age: 57 Director Since: 2011
Committees: Audit and Finance
Cyber and Technology Oversight
Other Public Company Directorships: None
SUSAN C. SCHWAB
Mr. Ramo is Chairman and Chief Executive Officer of Sornay, LLC, a strategic advisory firm, a position he has held since January 2021. He previously served as Vice Chairman, Co-Chief Executive Officer, of Kissinger Associates, Inc., a strategic advisory firm, from 2011 through 2020 (he was Vice Chairman since 2011 and Co-Chief Executive Officer since 2015). He served as Managing Director of Kissinger Associates from 2006 to 2011. Prior to joining Kissinger Associates, he was Managing Partner of JL Thornton & Co., LLC, a consulting firm. Before that, he worked as a journalist and served as Senior Editor, Foreign Editor, and then Assistant Managing Editor of TIME Magazine from 1995 to 2003. He previously served as a director of Starbucks Corporation.
SKILLS AND QUALIFICATIONS
it)
Qs
International
Has been a term member of the Council on Foreign Relations, Asia 21 Leaders Program, World Economic Forum’s Young Global Leaders, and Global Leaders of Tomorrow. He co-founded the U.S.-China Young Leaders Forum in conjunction with the National Committee on U.S.-China Relations.
Leadership Chairman and Chief Executive Officer, Sornay, LLC; former Vice Chairman, Co-Chief Executive Officer, of Kissinger Associates.
INDEPENDENT
Age: 71 Director Since: 2009
Committees: Compensation and Human Resources
Cyber and Technology Oversight
Other Public Company Directorships: Caterpillar Inc.
and Marriott International, Inc.
20 FedEx.
Ambassador Schwab is currently Professor Emerita at the University of Maryland School of Public Policy, a position she has held since June 2020. Prior to being named Professor Emerita, Ambassador Schwab was a Professor from January 2009 to May 2020. She has also served as a strategic advisor to Mayer Brown LLP, a law firm, since March 2010. She served as U.S. Trade Representative from 2006 to January 2009 and as Deputy U.S. Trade Representative from 2005 to 2006. She was Vice Chancellor of the University System of Maryland and President and Chief Executive Officer of the University System of Maryland Foundation from 2004 to 2005. Ambassador Schwab was Dean of the University of Maryland School of Public Policy from 1995 to 2003. She was Director of Corporate Business Development of Motorola, Inc., an electronics manufacturer, from 1993 to 1995. She was Assistant Secretary of Commerce for the U.S. and Foreign Commercial Service from 1989 to 1993. Ambassador Schwab also serves as Board Chair of the National Foreign Trade Council. She previously served as a director of The Boeing Company.
SKILLS AND QUALIFICATIONS
International; Government
Board Chair of the National Foreign Trade Council, former U.S. Trade Representative and former Director — General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce), the export promotion arm of the U.S. government.
Leadership
Former U.S. Trade Representative, former Director — General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce), former President and Chief Executive Officer of the University System of Maryland Foundation, and former Dean of the University of Maryland School of Public Policy.
Corporate Governance Matters — Nominees for Election to the Board
RICHARD W. SMITH
Age: 48 Director Since: 2025
Committees: None
Other Public Company Directorships: None
Mr. Smith serves as Chief Operating Officer — International and Chief Executive Officer — Airline of Federal Express, the world’s largest express transportation company, a position he has held since June 2024. Mr. Smith has held a number of other leadership positions during his 20-year career at FedEx, including President and Chief Executive Officer — Airline and International of Federal Express from April 2023 to May 2024; President and Chief Executive Officer of Federal Express from September 2022 to April 2023; President and Chief Executive Officer-Elect of Federal Express from April 2022 to August 2022; Regional President, The Americas and Executive Vice President, Global Support of Federal Express from 2020 to March 2022; Regional President, U.S. and Executive Vice President, Global Support of Federal Express from 2019 to 2020; and President and Chief Executive Officer of FedEx Logistics from July 2017 to 2019.
SKILLS AND QUALIFICATIONS
ake) Transportation/Logistics/Supply Chain Management; Leadership -O—O In addition to previously serving as President and Chief Executive Officer of both Federal Express and FedEx Logistics, his FedEx career includes a series of leadership positions in (Q) life sciences/healthcare, network planning, and customer solutions. Has helped launch or @e8) _ lead several significant transformation initiatives, including the redesign of the Federal Express international air network through Tricolor. Serves on the board of governors for the International Air Transport Association and the board of directors of Airlines For America.
Energy
(4) Led efforts to begin the transformation to an all-electric vehicle fleet at FedEx and enhance the sustainability of the airline in support of the company’s goal of carbon-neutral global operations by 2040.
International
(5) Extensive experience in his international leadership over FedEx’s vast global trade, logistics, and airline operations, managing services across more than 220 countries and territories, and led FedEx operations for the U.S. government’s COVID-19 response task force.
Risk Management/Safety
Om Serves as the FedEx accountable executive in accordance with Federal Aviation Administration Safety Management System requirements, holding ultimate responsibility for the safety performance of operations conducted pursuant to the company’s air carrier certificate.
2026 Proxy Statement 21
Corporate Governance Matters — Nominees for Election to the Board
RAJESH SUBRAMANIAM
Age: 60 Director Since: 2020
Committees: None
Other Public Company Directorships:
The Procter & Gamble Company
22 FedEx.
Mr. Subramaniam serves as President and Chief Executive Officer of FedEx Corporation, a position he has held since June 2022. During his more than 30-year tenure with FedEx, Mr. Subramaniam has served in a multitude of leadership roles, including President and Chief Executive Officer-Elect of FedEx Corporation from March 2022 to May 2022, President and Chief Operating Officer of FedEx Corporation from March 2019 to March 2022, President and Chief Executive Officer of Federal Express, the world’s largest express transportation company, from January 2019 to March 2019, and Executive Vice President and Chief Marketing and Communications Officer of FedEx Corporation from January 2017 to December 2018. He served as Executive Vice President of Marketing and Communications at FedEx Services from 2013 to January 2017. He previously served as a director of First Horizon National Corporation.
SKILLS AND QUALIFICATIONS
am, Transportation/Logistics/Supply Chain Management “O—O Over 30 years of experience across the FedEx enterprise in a number of operational leadership roles. Initiated and leads the company’s ongoing transformation initiatives, including Network 2.0 and one FedEx.
International; Leadership (5) Has held leadership roles at FedEx in the Asia-Pacific region and Canada. Serves as Chairman Emeritus of the U.S.-China Business Council, as Vice Chair of the U.S.-India (@) Strategic Partnership Forum, and on the Board of Trustees of the Center for Strategic and 43)) International Studies, and board of directors of the Business Roundtable.
Marketing; Retail/E-Commerce Ww Oversaw all aspects of FedEx’s global marketing and communications, including advertising, brand and reputation, product and business development, e-commerce, revenue and forecasting planning, retail marketing, and digital access.
|| Technological/Digital/Cybersecurity/Risk Management/Safety Responsible for several landmark developments at FedEx, including the continuing digital = transformation of the company, and has had an instrumental role in technology advancements to profitably grow the business.
PAUL S. WALSH
Corporate Governance Matters — Nominees for Election to the Board
INDEPENDENT
Age: 71 Director Since: 1996
Committees: Compensation and Human Resources (Chair)
Governance, Safety, and Public Policy
Other Public Company Directorships: McDonald’s Corporation and UPL Ltd.
Mr. Walsh is Executive Chairman of the Board of McLaren Group Limited, a luxury automotive, motorsport, and technology company, a position he has held since January 2020. He also currently serves as an advisor for L.E.K. Consulting, a global strategy consulting firm, and TPG Capital LLP, a private investment firm. Mr. Walsh formerly served as Operating Partner at Bespoke Capital Partners LLC, an investment company, and Executive Chairman of Bespoke Capital Acquisition Corp., in each case from August 2016 until June 2021, and he served as Chairman of the Board of Compass Group PLC, a food service and support services company, from February 2014 to December 2020.
Mr. Walsh served as Chief Executive Officer of Diageo plc, a beverage company, from 2000 to
June 2013 and then served as an advisor to the company from July 2013 through 2014. Mr. Walsh also is an advisor of Chime Communications Limited. Mr. Walsh was Chairman, President, and Chief Executive Officer of The Pillsbury Company, a wholly owned subsidiary of Diageo plc, from 1996 to 2000, and Chief Executive Officer of The Pillsbury Company from 1992 to 1996. He was previously a director of Avanti Communications Group PLC, Centrica plc, Compass Group PLC, Diageo plc, HSBC Holdings plc, Ontex Group NV, Pace Holdings Corp., RM2 International S.A., TPG Pace Holdings Corp., Unilever PLC, Bespoke Capital Acquisition Corp., and Vintage Wine Estates, Inc.
SKILLS AND QUALIFICATIONS
International Former CEO of a U.K.-based, large multinational corporation; serves on multinational boards.
Financial; Leadership
Has held executive finance positions, including CFO of a major division, at a U.K.-based (@) public company; has held leadership roles at various companies, including Diageo plc, The 8) Pillsbury Company.
Marketing; Retail/E-Commerce
Led a company that owes much of its growth and success to highly effective marketing of its brands. His consumer-centric experience brings a vital and unique perspective to the Board.
Government Has held executive positions at companies where government interface is crucial.
tela
2026 Proxy Statement 23
Corporate Governance Matters — Nominees for Election to the Board
Summary of Director Nominee Experience, Qualifications, Attributes, and Skills
Our director nominees bring to the FedEx Board the experience, qualifications, attributes, and skills depicted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list. It is intended to highlight notable areas of focus for each nominee, and not having a mark does not mean that a particular nominee does not possess that experience, qualification, attribute, or skill.
= a! Zz a xr za a S z6E2ZO | < . = >on 6b B&B EOFs = ae 4 aif 268 253 8 fmaoSs 20 2°R6 BB Transportation/Logistics/Supply Chain Management ara, Experience is a positive attribute as it greatly increases a e e . ~ ®—© director’s understanding of our business operations and its management. International Experience is beneficial given our operations in r : : e ee eeeee
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 ee .}© e e@ e reporting and robust internal auditing and controls.
Marketing Expertise is valuable because we emphasize promoting and protecting the FedEx brand, one of our most e@ @ @ e@ @ important assets.
Retail/E-Commerce Expertise is significant because we are strategically focused on the opportunity presented by this ( a a ) e @ massive and fast-growing market.
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Technological/Digital/Cybersecurity Expertise is beneficial because attracting and retaining customers and competing effectively depend in part upon the sophistication, security, and reliability of FedEx data and technology.
Energy Expertise is important as we are committed to protecting the environment and have initiatives under way to e C3) 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 @ e our people — our greatest asset.
Government Experience is useful in our highly regulated industry as we work constructively with governments around the world.
Risk Management/Safety Expertise is important as we work to identify and manage risks to our business and operations ina io) e.° e e @ complex global environment.
St [| & 2 @
Leadership Experience is critical because we want directors with the experience and confidence to capably advise our senior @oeeee%ee68e00 0 @ management team on a wide range of issues.
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Audit Committee Financial Expert
The Board of Directors has determined that Mark A. Edmunds is an audit committee financial expert as that term is defined in SEC rules.
24 FedEx.
Corporate Governance Matters — Nominees for Election to the Board
Director Independence
The Board of Directors has determined that each member of the Audit and Finance, Compensation and Human Resources, and GSPP Committees is independent. With the exception of R. Brad Martin, Rajesh Subramaniam, and Richard W. Smith, each of the Board’s current members and director nominees (Mark A. Edmunds, Marvin R. Ellison, Susan Patricia Griffith, Amy B. Lane,
Nancy A. Norton, Frederick P. Perpall, Joshua Cooper Ramo, Susan C. Schwab, and Paul S. Walsh) is independent and meets the applicable independence requirements of the New York Stock Exchange (including the additional New York Stock Exchange and SEC requirements for Audit and Finance Committee and Compensation and Human Resources Committee members, as applicable, with respect to current committee members) and the Board’s more stringent standards for determining director independence. Mr. Martin is FedEx’s Executive Chairman, Mr. Subramaniam is FedEx’s President and Chief Executive Officer, and Mr. R.W. Smith is Federal Express’s Chief Operating Officer — International and Chief Executive Officer — Airline. Silvia Davila served as a director during fiscal 2026 and resigned from the Board effective June 8, 2026, and Stephen E. Gorman served as a director during fiscal 2026 and resigned from the Board effective June 1, 2026. The Board had previously determined that each of Ms. Davila and Mr. Gorman was independent.
Under the Board’s standards of director independence, which are included in FedEx’s Corporate Governance Guidelines, available under the Governance heading on the Investor Relations page of our website at investors.fedex.com, a director will be considered independent only if the Board affirmatively determines that the director has no direct or indirect material relationship with FedEx, other than as a director. The standards set forth certain categories or types of transactions, relationships, or arrangements with FedEx, as follows, each of which (i) is deemed not to be a material relationship with FedEx, and thus (ii) will not, by itself, prevent a director from being considered independent:
>» Prior Employment of Director. The director was employed by FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.
>» Prior Employment of Immediate Family Member. An immediate family member was an officer of FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.
> Current Employment of Immediate Family Member. An immediate family member is employed by FedEx in a non-officer position, or by FedEx’s independent auditor not as a partner and not personally working on FedEx’s audit.
>» Interlocking Directorships. An executive officer of FedEx served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended.
>» Transactions and Business Relationships. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that makes or has made payments to, or receives or has received payments (other than contributions, if the company is a tax-exempt organization) from, FedEx for property or services, and the amount of such payments has not within any of such other company’s three most recently completed fiscal years exceeded one percent (or $1 million, whichever is greater) of such other company’s consolidated gross revenue for such year.
>» Indebtedness. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that is indebted to FedEx or to which FedEx is indebted, and the aggregate amount of such debt is less than one percent (or $1 million, whichever is greater) of the total consolidated assets of the indebted company.
» Charitable Contributions. The director is a trustee, fiduciary, director, or officer of a tax-exempt organization to which FedEx contributes, and the contributions to such organization by FedEx have not within any of such organization’s three most recently completed fiscal years exceeded one percent (or $250,000, whichever is greater) of such organization’s consolidated gross revenue for such year.
In determining each director’s independence, the Board broadly considered all relevant facts and circumstances, including the following immaterial transactions, relationships, and arrangements:
» Mr. Ellison serves on the Board of Trustees of the University of Memphis, a non-profit entity to which FedEx makes payments and charitable contributions. The payments and charitable contributions made by FedEx to the University of Memphis in fiscal 2026 represented 3.7% of the University’s consolidated gross revenue for the year. The payments and charitable contributions made by FedEx to the University of Memphis in its fiscal 2025 and 2024 represented 1.1% and 1.9%, respectively, of the University’s consolidated gross revenue for the year. The Board determined that Mr. Ellison is an independent director under the Board’s independence standards as he does not have a direct or indirect material relationship with either FedEx or the University of Memphis, other than as a director or trustee, and does not derive any financial or other personal benefit from these transactions.
2026 Proxy Statement 25
Corporate Governance Matters — Nominees for Election to the Board
FedEx has an ordinary course business relationship with Lowe’s Companies, Inc., an entity for which Mr. Ellison has served as Chairman of the Board since June 2021 and President and Chief Executive Officer and as a director since July 2018. The amount of the payments made by FedEx to Lowe’s (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.
FedEx has an ordinary course business relationship with The Progressive Corporation, an entity for which Ms. Griffith has served as President and Chief Executive Officer and as a director since July 2016. The amount of the payments made by FedEx to Progressive (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.
FedEx has an ordinary course business relationship with McLaren Group Limited, an entity for which Mr. Walsh has served as Executive Chairman of the Board since January 2020. The amount of the payments made by McLaren to FedEx within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.
Related Person Transactions
In accordance with the company’s Policy on Review and Preapproval of Related Person Transactions, which is described in more detail below in “— Board Processes and Policies — Policy on Review and Preapproval of Related Person Transactions,” the GSPP Committee has reviewed and approved the following new and existing related person transactions and determined that they remain in the best interests of FedEx and our stockholders:
>
>»
>»
Mr. Subramaniam’s brother is employed by Federal Express as a manager of information technology. Mr. R.W. Smith’s sister is employed by FedEx as a staff director of global public policy.
In June 2024, Frederick W. Smith, our former Executive Chairman and Chairman of the Board, purchased a Challenger 650 aircraft (“Aircraft”) through a wholly owned limited liability company (“Aircraft Owner”) for personal use. Following approval by the GSPP Committee and independent members of the Board in July 2024, FedEx entered into the following agreements, effective August 1, 2024, relating to the Aircraft: (1) a dry lease with the Aircraft Owner (“Dry Lease”), which obligated
FedEx to arrange for protection and maintenance of the Aircraft and permitted FedEx to use the Aircraft for FedEx business purposes; and (2) a flight support and flight crew services agreement with Mr. Smith (“Support Agreement” and, together with the Dry Lease, the “Aircraft Agreements”) covering expenses related to Mr. Smith’s personal use of the Aircraft. Under the Dry Lease, the Aircraft Owner paid FedEx for actual expenses incurred by FedEx to protect and maintain the Aircraft and a monthly fee for services performed by FedEx personnel. If FedEx uses the Aircraft for FedEx business, FedEx is required to pay an hourly rental rate to the Aircraft Owner, based on operating costs of the Aircraft and the fair market dry lease rate for similar aircraft. Under the Support Agreement, FedEx provided operational support of the Aircraft, and Mr. Smith paid FedEx for operating expenses, flight crew expense, services provided by FedEx personnel, and trip planning services. The financial terms of the Aircraft Agreements were determined on an arms-length basis based upon an analysis of market rates for flight crews and charter flights for comparable aircraft and FedEx’s operating costs. Following Mr. Smith’s unexpected passing, in July 2025 FedEx entered into a new dry lease with the Aircraft Owner (the “New Dry Lease”) and a new flight support and flight crew services agreement with Stacey D. Smith, the mother of Richard W. Smith and member of the Aircraft Owner (the “New Support Agreement” and, together with the New Dry Lease, the “New Aircraft Agreements”), to allow Mr. Smith’s family to continue to use the Aircraft. The substantive terms of the New Aircraft Agreements are identical to those in the Aircraft Agreements. The GSPP Committee approved the New Aircraft Agreements. For services provided in fiscal 2026, the Aircraft Owner paid FedEx $1,125,078 pursuant to the New Dry Lease and Mrs. Smith paid FedEx $1,578,223 pursuant to the New Support Agreement. FedEx did not use the Aircraft for FedEx business and did not make any payments to the Aircraft
Owner pursuant to the Dry Lease during fiscal 2026.
Pursuant to FedEx’s executive security procedures (which are consistent with recommendations of an independent outside security consultant and reviewed annually by the Compensation and Human Resources Committee), FedEx provided Mr. Smith with security services and equipment, including home security systems and residential security patrols and provided personal security services. Following Mr. Smith’s passing, FedEx continued to provide security services and equipment for the primary residence of Stacey D. Smith during fiscal 2026, and the cost for such security services was fully reimbursed by Mrs. Smith. Mrs. Smith paid FedEx $330,825 for security services in fiscal 2026.
Additionally, the following related person transactions took place during fiscal 2026:
>»
FedEx’s policy on personal use of corporate aircraft requires officers to pay FedEx two times the cost of fuel, plus applicable passenger ticket taxes and fees, for personal trips. Pursuant to this requirement, Mr. R.W. Smith paid FedEx $418,861 during fiscal 2026 in connection with certain personal use of corporate aircraft.
The total annual compensation of each of Mr. Subramaniam’s brother and Mr. R.W. Smith’s sister, for fiscal 2026 (including any incentive compensation and the Black-Scholes value of any stock option award) did not, individually, exceed $407,700.
Agreements with FedEx Freight Holding Company, Inc.
On June 1, 2026, FedEx completed the previously announced tax-free spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) into a new publicly traded company (the “Spin-Off”).
26
FedEx.
Corporate Governance Matters — Nominees for Election to the Board
In connection with the Spin-Off, FedEx distributed approximately 80.1% of total outstanding shares of FedEx Freight’s common stock on a pro rata basis to the holders of FedEx common stock as of the record date of the Spin-Off, and retained up to 19.9% of the remaining outstanding shares of FedEx Freight common stock. In addition, Mr. Martin, our executive Chairman and Chairman of the Board, serves as the Chairman of the Board of FedEx Freight.
In order to govern the ongoing relationships between FedEx and FedEx Freight after the Spin-Off and to facilitate an orderly separation and transition, FedEx and FedEx Freight entered into agreements prior to the Spin-Off providing for various services and rights following the Spin-Off, and under which the parties agreed to indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements entered into with FedEx Freight.
Separation and Distribution Agreement
On May 28, 2026, the Company and FedEx Freight entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”). The Separation and Distribution Agreement sets forth our agreements with FedEx Freight regarding the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between the parties following the Spin-Off, including procedures with respect to claims subject to indemnification and related matters. Following the Spin-Off, FedEx Freight has remaining guarantees provided by or through FedEx Freight for our benefit.
Transition Services Agreement
On May 31, 2026, the Company and FedEx Freight entered into a Transition Services Agreement (the “Transition Services Agreement”). The Transition Services Agreement governs all matters relating to the provision of services between FedEx and FedEx Freight on a transitional basis. The services FedEx receives include support for order creation, customer data management, marketing, clearance, data and analytics, and other functions, as well as the technology operations and support technologies required for those functions. These services will be provided for a limited time, generally for no longer than two years following the Spin-Off, and will be provided for specified fees, which are generally based on existing allocation models and/or on a cost/cost- plus basis.
Tax Matters Agreement
On May 31, 2026, the Company and FedEx Freight entered into a Tax Matters Agreement (the “Tax Matters Agreement”). The Tax Matters Agreement governs the respective rights, responsibilities, and obligations between FedEx and FedEx Freight with respect to all tax matters (excluding employee-related taxes covered under the Employee Matters Agreement), in addition to certain restrictions which generally prohibit us from taking or failing to take any action in the two-year period following the Spin- Off that would prevent the Spin-Off from qualifying as tax-free for U.S. federal income tax purposes, including limitations on
our ability to pursue certain strategic transactions. Additionally, in order to preserve the tax-free status of the Spin-Off and certain related transactions for U.S. federal income tax purposes, FedEx must generally dispose of its retained shares of FedEx Freight common stock within 24 months of the completion of the Spin-Off. The Tax Matters Agreement specifies the portion of tax liability for which the Company will bear contractual responsibility, and FedEx and FedEx Freight each agree to indemnify each other against any amounts for which such indemnified party is not responsible.
Employee Matters Agreement
On May 31, 2026, the Company and FedEx Freight entered into an Employee Matters Agreement (the “Employee Matters Agreement”). The Employee Matters Agreement governs the respective rights, responsibilities, and obligations between FedEx and FedEx Freight with respect to employment and employee compensation and benefits matters, including with respect to severance, workers’ compensation, paid time off, and sharing of employee records and information. The Employee Matters Agreement will also address the allocation and treatment of assets and liabilities relating to FedEx and FedEx Freight current and former employees and the assets and liabilities of the compensation and benefit plans and programs in which the current and former employees participate.
Exceptas specifically provided in the Employee Matters Agreement, FedEx has generally retained assets and liabilities under FedEx- sponsored employee compensation and benefits plans and FedEx Freight has generally assumed assets and liabilities under FedEx Freight-sponsored employee compensation and benefits plans, provided that FedEx Freight will assume certain assets and liabilities related to periods of service prior to the Spin-Off under FedEx-sponsored employee compensation and benefits plans associated with FedEx Freight employees as well as current FedEx employees that transferred to FedEx Freight in connection with the Spin-Off. The Employee Matters Agreement also addresses the liabilities and responsibilities related to annual cash bonus incentives, long-term cash bonus incentives, severance and vacation, and paid time-off benefits.
2026 Proxy Statement 27
Corporate Governance Matters — The Board’s Role and Responsibilities
Intellectual Property Cross-License Agreement
On May 31, 2026, FedEx and certain subsidiaries thereof, on the one hand, and FedEx Freight and a subsidiary thereof, on the other hand, entered into an Intellectual Property Cross-License Agreement (the “Intellectual Property Cross-License Agreement”). Under the Intellectual Property Cross-License Agreement, FedEx and the subsidiaries named therein, on the one hand, and the applicable subsidiary of FedEx Freight, on the other hand, will grant and receive licenses to and from each other in respect of certain patents, know-how, and copyrights. The Intellectual Property Cross-License Agreement will remain in effect on a licensed- patent-by-licensed-patent and licensed-copyright-by-licensed-copyright basis until expiration, invalidation, or abandonment thereof and with respect to all other licensed intellectual property, in perpetuity. The Intellectual Property Cross-License Agreement will generally not be terminable. In addition, the agreement is not assignable by either party without the other party’s consent other than to (i) an affiliate or (ii) a third party in connection with the sale, separation, divestiture, disposition, or other ceasing to control of the applicable portion of the assets or businesses of the licensee to which the Intellectual Property Cross-License Agreement relates.
Trademark License Agreement
On May 31, 2026, Federal Express and a wholly owned subsidiary of FedEx Freight (“Freight Holding”) entered into a Trademark License Agreement (the “Trademark License Agreement”). Under the Trademark License Agreement, FedEx granted to FedEx Freight a license to continue to use certain names, trademarks, and brands owned by Federal Express or its affiliates, including the “FedEx Freight” name and mark, in connection with the FedEx Freight business as conducted prior to the effective time of the Spin-Off in the United States, Canada, and Mexico. The license granted to Freight Holding under the Trademark License Agreement will be for an initial term of five years from the effective time, and will automatically renew annually in one-year increments for up to an additional five years unless either party provides the other with notice of its election not to renew, and will not otherwise be terminable by Federal Express other than in connection with a material uncured breach by Freight Holding, bankruptcy of Freight Holding, or a change of control of FedEx Freight or Freight Holding. In addition, the agreement is not assignable by Freight Holding without the consent of Federal Express.
Stockholder and Registration Rights Agreement
On May 31, 2026, the Company and FedEx Freight entered into a Stockholder and Registration Rights Agreement (the “Stockholder and Registration Rights Agreement”). Under the Stockholder and Registration Rights Agreement FedEx Freight has agreed that, upon the request of FedEx, it will use its reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of FedEx Freight common stock retained by FedEx. In addition, FedEx has agreed to vote any shares of FedEx Freight common stock that it retains immediately after the Spin-Off in proportion to the votes cast by FedEx Freight’s other stockholders. In connection with the agreement, FedEx has granted FedEx Freight a proxy to vote its shares of FedEx Freight common stock in such proportion. This proxy, however, will be automatically revoked as to any particular share upon any sale or transfer of such share from FedEx to a person other than FedEx, and neither the Stockholder and Registration
Rights Agreement nor the proxy will limit or prohibit any such sale or transfer.
The Board’s Role and Responsibilities
FedEx Corporate Governance
Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, as well as a culture of and reputation for the highest levels of ethics, integrity, and reliability. We periodically review our governance policies and practices against evolving standards and make changes when the Board believes they would be in the best interests of the company and our stockholders. We value the perspectives of our stockholders and other stakeholders, including our employees and the communities in which we operate, and take steps to address their concerns where warranted.
In considering possible modifications of our corporate governance policies and practices, our Board and management focus on those changes that are in the best long-term interests of our company, our stockholders, and our other stakeholders.
The following sections summarize our corporate governance policies and practices, including our Board leadership structure and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including our Corporate Governance Guidelines, our Board committee charters, and our Code of Conduct, are available under the Governance heading on the Investor Relations page of our website at investors.fedex.com.
Board Oversight of Risk and Sustainability
The Board of Directors’ role in risk oversight at FedEx is consistent with the company’s leadership structure, with management having day-to-day responsibility for assessing and managing the company’s risk exposure and the Board and its committees providing oversight in connection with those efforts, with particular focus on the adequacy of FedEx’s risk management practices and regularly reviewing the most significant risks facing the company. The Board performs its risk oversight role by using
several different levels of review. Each regular Board meeting includes a strategic overview by the Chief Executive Officer that
28 FedEx.
Corporate Governance Matters — The Board’s Role and Responsibilities
describes the most significant issues, including risks, affecting the company, and also includes business updates on each reporting segment. In addition, at least annually, the Board reviews in detail the company’s key businesses and operations. The Board also reviews the risks associated with the company’s financial forecasts and annual business plan.
Additionally, risks are identified and managed in connection with the company’s robust enterprise risk management (“ERM”) process. Our ERM process provides the enterprise with a common framework and terminology to ensure consistency in identification, reporting, and management of key risks. The ERM process is embedded in our strategic financial planning process, which ensures explicit consideration of risks that affect the underlying assumptions of strategic plans and provides a platform to facilitate integration of risk information in business decision-making.
@ Audit and Finance + Cyber and Technology Committee Oversight Committee
The Audit and Finance Committee reviews and The Cyber and Technology Oversight Committee discusses with management the company’s reviews and discusses with management the financial affairs, including capital structure, company’s cyber and technology-related risks,
allocation, and returns; strategic financial outlook; annual business plan; major financial and other risk exposures and the steps management has taken to monitor and control such exposures; and the implementation and effectiveness of the company’s compliance and ethics programs,
including network security, information and digital security, data privacy and protection, and risks related to emerging technologies such as artificial intelligence and machine learning and the technologies, policies, processes, and practices for
including the Code of Conduct and the FedEx managing and mitigating such risks. It also reviews Alert Line. In addition, the Audit and Finance and discusses with management the cybersecurity, Committee is responsible for reviewing and cyber-resiliency, and technology aspects of the discussing with management the guidelines and company’s business continuity and disaster policies that govern the processes by which the recovery capabilities and contingency plans.
company assesses and manages its exposure to all risk, including our ERM process. The ERM process culminates in an annual presentation to the Audit and Finance Committee on the key enterprise risks facing FedEx.
= Compensation and Human nee Governance, Safety, and 3 Resources Committee aay Public Policy Committee The Compensation and Human Resources The Governance, Safety, and Public Policy Committee, or “Compensation & HR Committee,” Committee, or “GSPP Committee,” reviews and reviews and discusses with management the discusses with management, in light of the
company’s risk exposure, the composition, structure, processes, and practices of the Board and the Board committees. In addition, the GSPP Committee reviews and discusses with management the company’s safety strategies, policies, programs, and practices and safety-related risk management strategies, programs, and management the company’s key human resource initiatives; as well as steps taken by management management strategies and programs. to identify, assess, and manage risks relating to the company’s political activities and expenditures. Other areas of focus include sustainability goals, strategies, programs, and disclosures and the management of sustainability- and climate-related risks; the company’s policy regarding trading in FedEx securities by our employees and Board members; and the company's emergency executive management succession plan.
relationship between the company’s compensation policies and practices and the company’s risk management, including the extent to which those policies and practices create or decrease risks for the company. In addition, the Compensation & HR Committee reviews and discusses with
2026 Proxy Statement 29
Corporate Governance Matters — The Board’s Role and Responsibilities
Board Oversight of Sustainability and Corporate Responsibility Matters
FedEx is well recognized as a leader not only in the transportation industry and for technological innovation, but also in global sustainability and corporate responsibility. We understand that a sustainable global business is tied to our commitments, strategies, and goals, and we are committed to connecting the world responsibly and resourcefully. Our sustainability and corporate responsibility strategies and programs emphasize long-term performance that creates lasting, positive value for our business, society, and our stakeholders, including customers, team members, suppliers, communities, and stockholders. Our culture, principles, and emphasis on long-term performance have guided our company since our founding over five decades ago. Key elements of our sustainability and corporate responsibility strategy include our “Safety Above All” commitment for all our operations; a goal of carbon-neutral global operations by 2040; a goal of sustainable supply chain; a commitment to equality, opportunity, and diversity as the bedrock of our culture; and the robust giving and volunteering platform known as FedEx Cares. Our sustainability and corporate responsibility platform is aligned with our company’s mission and values and embedded into our strategies, governance, operations, systems, and culture. We conduct regular materiality assessments to help prioritize sustainable growth topics that are most important to our business and stakeholders.
The FedEx Sustainability Leadership Action Committee is responsible for setting, implementing, and reviewing our company- wide sustainability strategy and is chaired by our Chief Sustainability Officer. The Chief Sustainability Officer also oversees the company-wide implementation of our environmental management system and reviews performance on an annual basis. The Chief Sustainability Officer regularly reviews our sustainability programs with the GSPP Committee.
Our governance, operations, culture, and sustainability priorities are closely aligned. The Board is responsible for reviewing and overseeing our culture and evaluating management’s efforts to align corporate culture with our stated values and long-term strategy. Additionally, the Board has delegated to each of its committees responsibility for the oversight of specific aspects of our corporate culture and other sustainability activities that fall within each committee’s respective areas of responsibility.
> The Audit and Finance Committee evaluates the execution and effectiveness of our corporate integrity and compliance programs and regularly discusses with management developments regarding sustainability reporting and disclosures within the financial reporting framework.
> The GSPP Committee oversees our sustainability goals, strategies, programs, and disclosures and the management of sustainability- and climate-related risks. The committee is also responsible for overseeing our safety programs and political activities and expenditures.
>» The Compensation & HR Committee oversees our key human resource management strategies and programs.
> The Cyber and Technology Oversight Committee reviews and discusses with management the company’s technologies, policies, processes, and practices for managing and mitigating cyber- and technology-related risks and monitors the company’s business continuity and disaster recovery capabilities and contingency plans. The committee also reviews the impact of emerging technologies on the company’s operations, services, and strategies.
FedEx is committed to actively supporting the communities we serve worldwide through the strategic investment of our people, resources, and network. We provide financial contributions, in-kind charitable shipping services, and volunteer efforts by our team members to help a variety of non-profit organizations achieve their goals and make a measurable impact on the world.
30 FedEx.
Corporate Governance Matters — The Board’s Role and Responsibilities
Highlights from the 2026 Corporate Responsibility Report and 2025 Global Economic Impact Report are noted below: ees
> We understand that integrating corporate responsibility principles into our company’s strategic focus is essential to mitigating business risks, enhancing long-term financial performance, and delivering positive value for our business, customers, team members, and stockholders.
>» FedEx was recognized by Ethisphere as one of the World’s Most Ethical Companies® for the fourth year in a row in 2026. FedEx was once again the only honoree in the Transportation/ Trucking/Railroad industry category in 2026.
> In fiscal 2025, we continued to strengthen our enterprise-wide policies related to generative Al governance by conducting cybersecurity simulations for ransomware and contained breach- containment scenarios with participation from the Cyber and Technology Oversight Committee.
Our Principles
> In fiscal 2025, our InfoSec Group launched Secure by Design, a strategic initiative that shifts security from reactive to proactive, driving broad change to strengthen our data, digital, and Al strategies.
> In fiscal 2025, 98% completion rate among employees of Corporate Integrity & Compliance training courses assigned, and 93% of eligible employees trained on cybersecurity and data privacy issues.
>» Since fiscal 2009, we reduced our Scope 1 and Scope 2 emissions intensity on a revenue basis by 60% while growing daily package volume by more than 124% and growing revenue by 147%, reflecting our ability to scale operations efficiently while lowering emissions and growing our business.
>» Since establishing our 2040 carbon-neutral operations goal five years ago, we have achieved an approximate 15% reduction in Scope 1 and 2 emissions.
> In fiscal 2025, we achieved a 32.2% reduction in aircraft emissions intensity over a 2005
Pl t ; bechadth laa ne Gh . Oubelane baseline, largely due to fleet modernization initiatives and fuel conservation efforts.
> In fiscal 2025, we avoided approximately 1.1 million metric tons of CO3e and saved approximately $284 million in fuel costs through aircraft modernization efforts that include retirement of less efficient aircraft and the integration of newer, lower-emission models.
> In fiscal 2025, we expanded our use of lower-emissions vehicles and energy by operating to approximately 9,500 on- and off-road electric vehicles and sourcing 96.7 gigawatt-hours of renewable energy.
> In fiscal 2025, we improved lost time injury rate by more than 7% year-over-year.
>» Since launching our Vehicle Event Data Recorder (VEDR) program in 2021, we have reduced distracted driving events by 74%.
» In fiscal 2025, we provided over $34.4 million in tuition assistance, supporting over 12,700 team
Our People members.
> In fiscal 2025, we expanded the Providing Opportunity with Empowered Readiness (POWER) Leadership Program to include frontline managers, helping equip team members with the tools, training and support to grow their careers at FedEx.
>» We made $55.8 million in charitable contributions in fiscal 2025.
> In fiscal 2025, we launched an enterprise-wide Al Education and Literacy program for all team members, and conducted cybersecurity simulations on ransomware to contained breach scenarios with participation from the Cyber and Technology Oversight Committee.
>» Weacquired $14.1 billion in goods and services from small business suppliers in the U.S. in fiscal 2025.
Our Global Impact
2026 Proxy Statement 31
Corporate Governance Matters — The Board’s Role and Responsibilities
Stockholder Engagement
We believe that thoughtful stockholder engagement is important, and we have a long history of such engagement. We have an active stockholder engagement program in which we meet regularly with our largest stockholders to discuss our business strategy, operations, sustainability programs, and corporate governance, as well as other topics of interest to them. Our stockholder engagement efforts allow us to better understand our stockholders’ priorities, perspectives, and concerns, and enable the company to effectively address issues that matter most to our stockholders.
We also give our stockholders the means by which they can communicate with our Board. As discussed in more detail in “— Board Processes and Policies — Communications with Directors,” our stockholders have the ability to communicate directly with any director, any Board committee, or the full Board.
@ > ©
Before Annual Meeting of Stockholders Annual Meeting of Stockholders
» Discuss any stockholder proposals with proponents » Engage directly with stockholders
» Publish Annual Report and Proxy Statement, » Receive and review voting results for management highlighting recent Board and company activities and stockholder proposals
» Engage stockholders and seek feedback on matters presented for their consideration
or ye
Off-Season Engagement and Evaluation of Practices After Annual Meeting of Stockholders
» Engage with stockholders and other stakeholders » Discuss voting results from annual meeting in light regarding topics of interest, including our Board, of existing corporate governance and executive corporate governance, executive compensation, and compensation practices, as well as any feedback sustainability practices to better understand their received from stockholders, and determine if any viewpoints and inform Board discussions follow-up actions are appropriate
» Attend and participate in investor and corporate » Review corporate governance trends, recent governance-related events to learn about emerging regulatory developments, and the company’s trends and issues and further engage stockholders corporate governance documents, policies, and
procedures to determine if any changes should
» Evaluate potential changes to corporate governance : be considered
or executive compensation practices in light of stockholder feedback and review of practices » Determine topics for discussion during off-season stockholder engagement
oa) « 3)
Engagement Highlights
Since our last annual meeting, we have engaged with a global and diverse group of approximately 131 stockholders, including actively managed funds, index funds, union and public pension funds, and socially responsible investment funds. This group represented approximately 54% of our institutional ownership and 44% of our outstanding shares. Participants included our Executive Chairman and Chairman of the Board, Lead Independent Director and Chair of the GSPP Committee, Chair of the Compensation & HR Committee, President and Chief Executive Officer, Chief Sustainability Officer, Executive Vice President — Chief People Officer, and/or Investor Relations and Legal teams.
32 FedEx.
Corporate Governance Matters — The Board’s Role and Responsibilities
FOCUS AREAS
> Business Strategy and Performance >» Executive Compensation
>» Corporate Culture
>» Human Resource Management
KEY THEMES
Executive Compensation: Severance Policy and Equity Award Vesting
>» Stockholders inquired about the severance package for a former named executive officer, with a focus on: & Total value of severance payments
m Value and type of payments that may be made in any specific type of separation
@ Discretionary acceleration of vesting of equity awards
Executive Compensation: Discretionary Retention Awards
» Stockholders shared feedback on their views of the use of discretionary retention awards
Executive Compensation: Tax-related Impacts to Restricted Stock Awards
» Stockholders sought to understand the Company’s practice of paying taxes on restricted stock awards
>» Board Governance, Composition, and Refreshment >» Climate Change and Other Sustainability Matters >» Public Policy and Advocacy
HOW WE RESPONDED
Executive Compensation: Severance Policy and Equity Award Vesting
>» Board and Compensation and HR Committee approved an
Executive Severance Plan, effective July 20, 2026, which
will apply to future executive officer separations. The plan
was approved to:
@ Provide clarity and certainty on the value and severance compensation to be received by executive officers upon any type of separation
= Govern all separations between the company and executive officers, including in a change of control
= Govern the treatment of equity awards in any future executive officer separation
Executive Compensation: Discretionary Retention Awards
» No discretionary retention awards were made in FY26
Executive Compensation: Tax-related Impacts to Restricted Stock Awards
>» Beginning in TY 2026, we will no longer pay taxes on restricted stock awards. Instead, we have shifted to granting restricted stock unit awards, with no related tax payment; recipients will be responsible for the payment of the taxes upon settlement of the restricted stock units.
Executive Compensation: Financial Metrics Included in Annual Incentive Compensation
» Stockholders expressed a preference for more than one financial metric in annual incentive compensation
Executive Compensation: Financial Metrics included in
Annual Incentive Compensation
>» Adopted three financial and key business metrics for fiscal 2026 AIC plan
Board Governance: Stockholder Proposal on Board Leadership
» Stockholders shared feedback on their views of the Company’s board governance framework, including the vote at the 2025 annual meeting on the stockholder proposal requesting adoption of a policy requiring the Board Chair to be an independent director.
Board Governance: Board Chair, CEO and Lead Independent Director
» The Board will continue to annually review and evaluate its leadership structure.
wv
Current governance framework provides strong and effective partnership that has enabled various complex strategic initiatives to successfully advance and supports our long-term transformation initiatives that benefit the Company and its stockholders.
w
From our engagement with stockholders representing approximately 38% our outstanding shares, we found that stockholders were generally satisfied with the current board structure and expressed deference to the Board to determine the appropriate board structure.
For information on our engagement following the 2025 annual meeting, see “— Board Leadership Structure,” and “— Executive Chairman and Chairman of the Board,” and “—Lead Independent Director,” and “— Duties and Areas of Responsibilities,” on pages 34 and 35 and “Executive Compensation — Compensation Discussion and Analysis — Stockholder Engagement
Focus — 2025 Say-on-Pay Advisory Vote Results” on page 46.
2026 Proxy Statement 33
Corporate Governance Matters — The Board’s Role and Responsibilities
Executive Officer Succession Planning
The Board of Directors has in place an effective planning process to select successors to the Chief Executive Officer and other executive officers. The GSPP Committee, in consultation with the Chief Executive Officer, annually reports to the Board on executive officer succession planning. The entire Board works with the GSPP Committee and the Chief Executive Officer to evaluate potential successors to the CEO and other executive officers. Through this process, the Board receives presentations that include qualitative evaluations of potential successors to the Chief Executive Officer and other executive officers. Each Board member has complete and open access to any member of management. We believe this enhances the Board’s oversight of succession planning. The Chief Executive Officer will at all times make available, and periodically provides to the Board, his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. Additionally, the GSPP Committee periodically reviews and revises as necessary the company’s emergency executive management succession plan, which details the actions to be taken by specific individuals in the event an executive officer suddenly dies, departs unexpectedly, or becomes incapacitated.
Board Leadership Structure
FedEx’s strong and independent Board of Directors effectively oversees our management and provides vigorous oversight of FedEx’s business and affairs in support of our mission of producing superior financial returns for our stockholders by providing high value-added logistics, transportation, and related business services.
The Board reviews its leadership structure at least annually and evaluates what structure is appropriate for the Company and in stockholders’ best interests. The Board believes that it should not be constrained by a policy mandate when making decisions related to how the Board can most effectively operate, and that it should instead consider relevant circumstances to meet the business needs of the Company and composition of the Board, taking into account factors such as the Company’s strategic goals, the current operating and governance environment, the results of Board and committee annual self-assessments, the advantages and disadvantages of alternative leadership structures based on circumstances at that time, stockholder input, and our corporate governance practices.
The Board believes the current Board leadership structure allows the Executive Chairman and Chairman of the Board and the Chief Executive Officer to devote full attention to their respective responsibilities and areas of focus as FedEx continues to execute on its long-term strategic transformation initiatives. The Executive Chairman and Chairman of the Board provides strategic guidance, institutional knowledge, Board leadership, and support for long-term transformation initiatives, while the Chief Executive Officer maintains primary responsibility to deliver strong operational results by focusing on and executing the Company’s strategic vision for transformation, day-to-day operations, operational execution, and business performance. The Board believes this leadership model has created a strong and effective partnership that benefits the Company and its stockholders.
Importantly, the current Board leadership structure has played a critical role in the strong execution of the Company’s long-term strategic objectives, as demonstrated by the Company’s recent financial and operational performance. Over the past
several years, the Company has implemented and executed on key strategic initiatives, including DRIVE, Network 2.0, and Tricolor, and the Spin-Off of FedEx Freight, all of which are designed to strengthen operations, improve profitability, position the Company for sustainable long-term growth, and deliver value to our stockholders.
Since the 2025 annual meeting, we reached out to stockholders representing approximately 40% of our outstanding shares and engaged with 25 different stockholders that collectively represented approximately 38% of our outstanding shares to discuss corporate governance matters, including board structure. During those engagements, stockholders were generally satisfied with FedEx’s current board structure and its oversight capacity and expressed deference to the Board to determine the appropriate Board leadership structure.
Executive Chairman and Chairman of the Board
FedEx’s Bylaws provide that the Board shall elect a Chairman of the Board of Directors from among its members and that the Chairman of the Board may, but need not be, the Chief Executive Officer. From June 2022 until June 21, 2025, Frederick W. Smith, FedEx’s founder and former Chief Executive Officer, served as both Executive Chairman of FedEx and Chairman of the Board of Directors. Mr. Smith passed away on June 21, 2025. In accordance with FedEx’s Bylaws, Mr. Martin, as Vice Chairman of the Board since March 2022, was the designated successor to become Chairman of the Board.
In August 2025, upon the recommendation of the Compensation & HR and GSPP Committees, the Board appointed Mr. Martin to serve as Executive Chairman and Chairman of the Board, effective immediately following his reelection to the Board at the annual meeting. Mr. Martin reports directly to the Board as Executive Chairman. The decision to appoint Mr. Martin as Executive Chairman reflects the significant role Mr. Martin has played as Chairman of the Board and in his previous role as Vice Chairman, including by providing leadership and direction to the Board, engaging with key investors, guiding FedEx’s approach to public policy, and protecting the Company’s culture and legacy through long-term strategic planning. Among Mr. Martin’s most critical contributions as Executive Chairman is the support he provided the Chief Executive Officer and other members of FedEx’s executive team during a period of significant strategic transformation. As Executive Chairman, Mr. Martin is not independent, and he does not serve on any committees of the Board.
34 FedEx.
Corporate Governance Matters — The Board’s Role and Responsibilities
Mr. Smith previously transitioned to Founder and Executive Chairman and Mr. Subramaniam assumed the role of President and Chief Executive Officer in June 2022. This leadership transition coincided with an important inflection point for the Company’s strategy. Mr. Subramaniam unveiled the DRIVE transformation initiative to unlock synergies and optimize cost structures across the business in December 2022. FedEx subsequently built on this transformation initiative with Network 2.0 and Tricolor, two targeted initiatives aimed at optimizing our delivery network on the ground and in the air. In addition, the Company marked an important milestone with the Spin-Off of FedEx Freight as a separate public company on June 1, 2026, after the Spin-Off was initially announced in December 2024.
The combined leadership of Mr. Martin as Executive Chairman and Mr. Subramaniam as Chief Executive Officer has enabled various complex strategic initiatives to successfully advance. The Board believes it is appropriate and necessary for the current leadership structure to remain intact while the Company continues its efforts to create long-term stockholder value through these ongoing transformation initiatives. The Board will continue to evaluate its leadership structure at least annually to determine
the appropriate structure for the Company and its stockholders from time to time.
Lead Independent Director
Susan Patricia Griffith is currently the Lead Independent Director, and if reelected at the annual meeting, Ms. Griffith will remain Lead Independent Director immediately following the annual meeting. In appointing Ms. Griffith as Lead Independent Director the Board considered her ten years of ongoing service as President and Chief Executive Officer of a Fortune 100 company, demonstrated independent voice in the boardroom, and excellent working relationships with the other members of the Board.
Vice Chairman of the Board
In addition, under our Corporate Governance Guidelines, the Board may elect an independent director to serve as Vice Chairman. If elected, the Vice Chairman of the Board is the Board’s designated successor to serve as Chairman of the Board. No Vice Chairman is currently serving.
Duties and Areas of Responsibilities
The Board is committed to strong leadership and effective corporate governance. The Board currently maintains separate roles of CEO, Executive Chairman of the Board, and Lead Independent Director of the Board. At this time, we believe this structure is optimal for our current circumstances and that it provides effective leadership and oversight of management by the Board. Separate roles of CEO, Executive Chairman of the Board, and Lead Independent Director of the Board promotes balance between the Board’s independent authority to oversee the Company’s business and the CEO’s management team, which manages the business on a day-to-day basis. Maintaining a separate Lead Independent Director also allows our CEO to focus on Company strategy and business operations, and our Executive Chairman to focus on integration strategies and performance.
Consistent with this leadership structure, the following summarizes the principal duties and areas of responsibility of the Executive Chairman and the Lead Independent Director.
EXECUTIVE CHAIRMAN LEAD INDEPENDENT DIRECTOR
w
Chair board meetings, including executive sessions (other than independent director only sessions);
Partner with the CEO and the Lead Independent Director, if any, to develop agendas for meetings of the Board;
vw
v
Attend meetings with company leadership upon request from CEO;
w
Provide oversight of strategic growth initiatives in partnership with the CEO, ensuring management balances risk with value creation;
w
Engage on key government affairs and public policy matters affecting the company; and
w
Any other responsibilities as the Board may designate from time to time.
>» Preside at executive sessions of the non-management and independent Board members and, if a Vice Chairman of the Board is not serving, preside at all other meetings of the Board of Directors at which the Chairman of the Board is not present;
>» Serve as a liaison between the Chairman of the Board and independent Board members, it being understood that all Board members have complete and open access to any member of management;
>» Review and approve Board meeting agendas and Board meeting schedules;
>» Consult with the Chairman of the Board with regard to other information sent to the Board of Directors in connection with Board meetings or other Board action;
> Call meetings of the independent Board members as necessary or appropriate; and
>» Communicate with stockholders of the company, as appropriate, if requested by such stockholders.
>» Other responsibilities the Board may determine from time to time
2026 Proxy Statement 35
Corporate Governance Matters — The Board’s Role and Responsibilities
The Board believes that FedEx’s Bylaws and Corporate Governance Guidelines help ensure that strong and independent directors will continue to play the central oversight role necessary to maintain FedEx’s commitment to the highest quality corporate governance. Under our Bylaws and Corporate Governance Guidelines, the Board maintains the following practices, in addition to those described above:
Directors stand for election annually by majority vote.
Our independent directors hold regular executive sessions.
Board members may submit agenda items and request information.
Our Board members interact with management.
Our directors are encouraged
to interact with stockholders.
Our directors can request special Board meetings.
The Board or any Board committee can retain independent advisors.
Our Bylaws provide stockholders a meaningful proxy access right.
Our Bylaws provide stockholders a right to calla special meeting.
Under our Bylaws, all members of our Board of Directors are elected annually. In addition, our Bylaws require that we use a majority-voting standard in uncontested director elections in which a director nominee must receive more votes cast “for” than “against” in order to be elected.
Our independent Board members meet at regularly scheduled executive sessions without management present. The Chairman of the Board, if independent, or the Lead Independent Director conducts and presides at these meetings. In addition, the Lead Independent Director, if serving, may call such meetings of the independent Board members as he or she deems necessary or appropriate, may be designated to preside at any Board or stockholder meeting if no Vice Chairman is serving, and presides at all Board meetings at which the Chairman of the Board or Vice Chairman (if serving) is not present.
Each Board member may place items on the agenda for Board meetings, raise subjects that are not on the agenda for that meeting, or request information that has not otherwise been provided to the Board. Additionally, the Lead Independent Director (if serving) reviews and approves all Board meeting schedules and agendas and consults with the Chairman of the Board regarding other information sent to the Board in connection with Board meetings or other Board action.
Consistent with our philosophy of empowering each member of our Board of Directors, each Board member has complete and open access to any member of management and to the chairperson of each Board committee for the purpose of discussing any matter related to the work of such committee. The Chairman of the Board (if independent) or Lead Independent Director (if serving) also serve as a liaison, but not a buffer, between the Chief Executive Officer and independent Board members.
If any of our major stockholders asks to speak with any Board member ona matter related to FedEx, we encourage that director to make himself or herself available and will facilitate such interaction. Additionally, the Lead Independent Director and Vice Chairman of the Board (in each case, if serving) are available to communicate with stockholders, as appropriate, if requested by such stockholders.
Special meetings of the Board can be called by the Chairman of the Board, the Chief Executive Officer, or the Vice Chairman (if serving) or at the request of two or more directors.
The Board and each Board committee have the authority to retain independent legal, financial, and other advisors as they deem appropriate.
Our Bylaws provide stockholders a meaningful proxy access right with the following terms: a 3% ownership threshold and 3-year holding period requirement; a cap on the number of director nominees at two directors or 20% of the Board, whichever is greater; anda stockholder group aggregation limit of 20.
Our Bylaws provide holders of 20% or more of our common stock the right to call a special meeting, subject to the terms of our Bylaws.
Board Committees
Corporate Governance Matters — The Board’s Role and Responsibilities
The Board of Directors has four standing committees: the Audit and Finance Committee, Compensation & HR Committee, Cyber and Technology Oversight Committee, and GSPP Committee. Each committee’s written charter, as adopted by the Board of Directors, is available on the Investor Relations page of our website at investors.fedex.com under the Governance heading below “Board of Directors.” Committee memberships as of the date of this proxy statement are as follows:
Q AUDIT AND FINANCE COMMITTEE
COMMITTEE MEMBERS:
MARK A. EDMUNDS* (CHAIR)
Amy B. Lanet
Nancy A. Norton Frederick P. Perpall Joshua Cooper Ramo
FY26 MEETINGS HELD 10
COMMITTEE REPORT page 99
* Audit Committee Financial Expert
t Ms. Lane will retire from the Board immediately prior to the 2026 Annual Meeting.
COMMITTEE FUNCTIONS:
>» Oversees the independent registered public accounting firm’s qualifications, independence, and performance;
» Assists the Board of Directors in its oversight of (i) the integrity of FedEx’s financial statements, (ii) the effectiveness of FedEx’s disclosure controls and procedures and internal control over financial reporting, (iii) the performance of the internal auditors, (iv) the company’s internal controls and procedures related to its sustainability disclosures, and (v) the company’s financial affairs, including capital structure, allocation, and returns;
>» Preapproves all audit and allowable non-audit services to be provided by FedEx’s independent registered public accounting firm;
>» Reviews and discusses with management and the Board of Directors (i) the guidelines and policies that govern the processes by which the company assesses and manages its exposure to risk and (ii) the company’s major financial and other risk exposures and the steps management has taken to monitor and control such exposures;
» Oversees FedEx’s integrity and compliance programs, including compliance with legal and regulatory requirements, and reviews and discusses with management legislative, regulatory, and other developments regarding sustainability reporting and disclosures within the financial reporting framework; and
>» Reviews and discusses with management and the Board of Directors (i) the company’s annual business plan and strategic financial outlook; (ii) capital expenditure and lease requests (subject to Board-established approval thresholds) and the company’s ROIC and other financial performance metrics; and (iii) the company’s capital structure and allocation, cash dividend policy, stock repurchase authorizations, debt and equity financings, and material credit agreements.
sg COMPENSATION AND HUMAN RESOURCES COMMITTEE
COMMITTEE MEMBERS:
PAUL S. WALSH (CHAIR)
Marvin R. Ellison Susan Patricia Griffith Susan C. Schwab
FY26 MEETINGS HELD 6
COMMITTEE REPORT page 46
COMMITTEE FUNCTIONS:
> Evaluates, together with the independent members of the Board, the performance of each of FedEx’s executive Chairman (if serving) and Chief Executive Officer and recommends their compensation for approval by the independent directors;
>» Reviews and discusses with management the Compensation Discussion and Analysis and produces a report recommending whether the Compensation Discussion and Analysis should be included in the proxy statement;
>» Oversees the administration of FedEx’s equity compensation plans and reviews the strategies relating to, and costs and structure of, key employee benefit and fringe-benefit plans and programs;
» Helps discharge the Board’s responsibilities relating to the compensation of executive officers; and
>» Reviews and discusses with management the company’s key human resource management strategies and programs.
2026 Proxy Statement 37
Corporate Governance Matters — The Board’s Role and Responsibilities
=a CYBER AND TECHNOLOGY OVERSIGHT COMMITTEE
COMMITTEE MEMBERS: COMMITTEE FUNCTIONS:
NANCY A. NORTON >» Reviews major cyber and technology-related projects and technology architecture decisions; CHAIR
( ) >» Assesses whether FedEx’s cyber and technology programs, including those related to
Mark A. Edmunds emerging technologies such as artificial intelligence and machine learning, effectively
Amy B. Lanet support the company’s business objectives and strategies;
Joshua Cooper Ramo
5 : ‘ ; : 7 : Susan Schwab: Assists the Board of Directors in oversight of cyber and technology-related risks and
management’s efforts to monitor and mitigate those risks; and
FY26 MEETINGS HELD » Advises FedEx’s senior Data and Technology management team and the Board of Directors 7 on cyber and technology-related matters.
t Ms. Lane will retire from the Board immediately prior to the 2026 Annual Meeting.
fe} B88 GOVERNANCE, SAFETY, AND PUBLIC POLICY COMMITTEE
COMMITTEE MEMBERS: COMMITTEE FUNCTIONS: Susan Patricia Griffith » Identifies individuals qualified to become Board members;
CHAIR ( ) » Recommends to the Board of Directors director nominees to be proposed for election at the Marvin R. Ellison annual meeting of stockholders;
predonel FPespel » Recommends to the Board of Directors nominees (including chairpersons) for appointment Paul S. Walsh ,
to Board committees;
FY26 MEETINGS HELD » Assists the Board of Directors in determining director independence, overseeing Board and 6 committee evaluations, and developing and implementing effective corporate governance
programs;
>» Reviews and discusses with management the company’s safety strategies, policies, programs, and practices and safety-related risk management strategies, programs, and initiatives;
» Reviews and discusses with management (i) public policy, political, and legislative trends and matters that affect or may affect the company’s business, performance, strategies, or reputation; (ii) the company’s political activities and participation in the political process;
(iii) the company’s contributions to trade associations and other tax-exempt organizations that engage in political activities; (iv) the steps management has taken to identify, assess, and manage risks relating to the company’s political activities and expenditures; (v) the company’s reporting of its political activities and expenditures; and (vi) the company’s Policy on Political Contributions;
>» Reviews and discusses with management the company’s sustainability goals, strategies, programs, and disclosures and the management of sustainability- and climate-related risks, and reviews and discusses with management the company’s annual Corporate Responsibility Report;
>» Reviews and discusses the company’s Securities Manual with the Executive Vice President and General Counsel and recommends any proposed changes to the Board of Directors for approval; and
» In consultation with the Chief Executive Officer, evaluates potential successors to the Chief Executive Officer and other executive officers and reports annually to the Board of Directors on succession planning, and periodically reviews and approves any changes to the company’s emergency executive management succession plan.
In addition, as discussed above under “— The Board’s Role and Responsibilities — Board Risk Oversight,” each Board committee has responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility. Also, the Audit and Finance Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process.
38 FedEx.
Corporate Governance Matters — The Board’s Role and Responsibilities
As discussed above, Ms. Lane is not standing for reelection and will retire from the Board immediately before this year’s annual meeting. The composition of the Board committees immediately following the annual meeting, assuming the election of all eleven nominees, will be as follows:
Q (5g 4a)
AUDIT AND FINANCE COMPENSATION AND HUMAN CYBER AND TECHNOLOGY GOVERNANCE, SAFETY, AND
COMMITTEE RESOURCES COMMITTEE OVERSIGHT COMMITTEE PUBLIC POLICY COMMITTEE Mark A. Edmunds Paul S. Walsh Nancy A. Norton Susan Patricia Griffith (Chair) (Chair) (Chair) (Chair)
Nancy A. Norton Marvin R. Ellison Mark A. Edmunds Marvin R. Ellison Frederick P. Perpall Susan Patricia Griffith Joshua Cooper Ramo Frederick P. Perpall Joshua Cooper Ramo Susan C. Schwab Susan C. Schwab Paul S. Walsh
Board Meetings and Meeting Attendance
During fiscal 2026, the Board of Directors held six regular meetings and four special meetings. The average attendance of all directors at Board and committee meetings was 94%. Each director attended at least 75% of the aggregate meetings of the Board and any committees on which he or she served that were held during the periods that he or she served as a director. Our policy on director attendance at meetings can be found in our Corporate Governance Guidelines, which are available under the Governance heading on the Investor Relations page of our website at investors.fedex.com.
Attendance at Annual Meeting of Stockholders
FedEx expects all Board members to attend annual meetings of stockholders. Each then-current member of the Board of Directors attended the 2025 annual meeting of stockholders.
Board Processes and Policies
Director Mandatory Retirement
FedEx’s Corporate Governance Guidelines provide that a non-management director must retire immediately before the annual meeting of FedEx’s stockholders during the calendar year in which he or she attains age 75. Under this policy, a non-management director may not be nominated to a new term if he or she would be age 75 or older at the end of the calendar year in which the election is held. In order to provide the GSPP Committee and the Board of Directors greater flexibility in director succession planning, the policy provides that the Board of Directors, upon the recommendation of the GSPP Committee, may grant an exception to the mandatory retirement provision for a specific director, with each such exception required to be renewed annually.
Outside Board Service and Commitments
Service as a member of the FedEx Board of Directors is a significant commitment in terms of both time and responsibility. Accordingly, each Board member is encouraged to limit the number of other boards on which he or she serves and be mindful of his or her other existing and planned future commitments, so that such other directorships and commitments do not materially interfere with his or her service as an effective and active member of FedEx’s Board of Directors.
Specifically, the FedEx Corporate Governance Guidelines provide that Board members should not sit on more than three public company boards in addition to the FedEx Board of Directors, and Board members who are executive officers of public companies should not sit on more than one other public company board. Board members must advise the Chairman of the Board and/ or the chairman of the GSPP Committee in advance of accepting an invitation to serve on another board. In addition, given the significant time demands and responsibilities of serving on a public company audit committee, no member of the Audit and Finance Committee may serve on more than two other public company audit committees.
The GSPP Committee reviews our policy on outside board service and commitments included in the FedEx Corporate Governance Guidelines in conjunction with its regular review of corporate governance matters and recommends to the FedEx Board of Directors any appropriate changes. All members of the FedEx Board of Directors are currently in compliance with the limitations on outside board service set forth in the FedEx Corporate Governance Guidelines.
2026 Proxy Statement 39
Corporate Governance Matters — The Board’s Role and Responsibilities
Policy on Poison Pills
The Board of Directors has adopted a policy requiring stockholder approval for any future “poison pill” prior to or within twelve months after adoption of the poison pill. (A poison pill is a device used to deter a hostile takeover. Note that FedEx does not currently have, nor have we ever had, a poison pill.) The policy on poison pills is included in FedEx’s Bylaws and Corporate Governance Guidelines.
Policy on Review and Preapproval of Related Person Transactions
The Board of Directors has adopted a Policy on Review and Preapproval of Related Person Transactions, which is included in FedEx’s Corporate Governance Guidelines. The policy requires that all proposed related person transactions (as defined in the policy) and all proposed material changes to existing related person transactions be reviewed and preapproved by the GSPP Committee. To the extent the related person (as defined in the policy) is a director or immediate family member of a director, the transaction or change must also be reviewed and preapproved by the full Board. The policy provides that a related person transaction or a material change to an existing related person transaction may not be preapproved if it would:
> Interfere with the objectivity and independence of any related person’s judgment or conduct in carrying out his or her duties and responsibilities to FedEx;
> Not be fair as to FedEx; or >» Otherwise be opposed to the best interests of FedEx and its stockholders.
The policy requires the GSPP Committee to annually (i) review each existing related person transaction that has a remaining term of at least one year or remaining payments of at least $120,000, and (ii) determine, based upon all material facts and circumstances and taking into consideration our contractual obligations, whether it is in the best interests of FedEx and our stockholders to continue, modify, or terminate the transaction or relationship.
Communications with Directors
Stockholders and other interested parties may communicate directly with the entire Board or any member, committee, or group of independent directors of the Board of Directors by writing to: FedEx Corporation Board of Directors, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. Please specify to whom your letter should be directed. The Corporate Secretary of FedEx will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all correspondence that, in her opinion, deals with the functions of the Board or its committees or that she otherwise determines requires the attention of any member, group, or committee of the Board of Directors. Board members may at any time review a log of all correspondence received by FedEx that is addressed to Board members and request copies of any such correspondence.
Policy Regulating Trading by Insiders
We have comprehensive and detailed policies and procedures (set forth in the FedEx Securities Manual) that govern the purchase, sale and other disposition of FedEx securities by our directors, officers, managing and staff directors, and any other employees having access to material, non-public information about FedEx. FedEx also follows procedures for the repurchase of its securities. We believe our Securities Manual and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange (“NYSE”) listing standards. A copy of the Securities Manual is included as Exhibit 19 to our Annual Report on Form 10-K filed on July 20, 2026.
Hedging and Pledging
The Securities Manual and our Corporate Governance Guidelines also set forth certain types of transactions in FedEx securities that are always prohibited, even when permitted by law, in order to further align the interests of our executive officers and directors with our stockholders’ interests. Specifically, (i) publicly traded (or exchange-traded) options, such as puts, calls, and other derivative securities; (ii) short sales, including “sales against the box”; and (iii) hedging or monetization transactions designed to limit the financial risk of ownership, including prepaid variable forward contracts, equity swaps, collars, exchange funds, and other similar transactions, are prohibited.
The Securities Manual and our Corporate Governance Guidelines also prohibit margin accounts and pledges; however, the
(i) Lead Independent Director or Vice Chairman of the Board (in each case, if serving), or Chair of the GSPP Committee (if no Lead Independent Director is serving) and the Executive Vice President, General Counsel and Secretary, with respect to any non- management Board member, any Executive Chairman, or the President and Chief Executive Officer; (ii) President and Chief Executive Officer and Staff Vice President — Securities and Corporate Law with respect to the Executive Vice President, General Counsel and Secretary; and (iii) the Executive Vice President, General Counsel and Secretary, in all other instances, may, as applicable, grant an exception to the prohibition against holding FedEx securities in a margin account or pledging FedEx securities on a case-by-case basis if the requesting person clearly demonstrates the financial capacity to repay the loan without resort to
ao FedEx.
Corporate Governance Matters — Directors’ Compensation
the pledged securities. The Executive Vice President, General Counsel and Secretary will inform the Chairman of the Board and Lead Independent Director and Vice Chairman of the Board (in each case, if serving) of any such exception granted.
Stock Ownership Goal for Directors and Senior Officers
In order to encourage significant stock ownership by our directors and senior officers, and to further align their interests with the interests of FedEx’s stockholders, the Board of Directors has established a goal that (a) each non-management director own FedEx shares valued at five times his or her annual retainer fee within five years after joining the Board and (b) within five years after being appointed to his or her position, each member of senior management own FedEx shares valued at the following multiple of his or her annual base salary:
SENIOR MANAGEMENT POSITION OWNERSHIP GOAL
Executive Chairman (if serving) es | 6x annual base salary President and Chief Executive Officer | 6x annual base salary Other FedEx Executive Officers P| 3x annual base salary Executive Vice Presidents who are not Section 16 officers, divisional a 2x annual base salary
presidents, regional presidents, and enterprise vice presidents
Other Senior Officers esa 1x annual base salary
For purposes of meeting this goal, unvested restricted stock and restricted stock units are counted, but unexercised stock options and unvested performance stock units are not. The Board also recommends that each director and senior officer retain shares acquired upon stock option exercises until his or her goal is met. The stock ownership goal is included in FedEx’s Corporate Governance Guidelines. As of August 3, 2026, each director currently serving owned sufficient shares to comply with this goal
or was within the five-year period to obtain compliance. In addition, each executive officer owned sufficient shares to comply with this goal or was within the five-year period to attain compliance.
Directors’ Compensation
Outside Directors’ Compensation Program
During fiscal 2026 non-management (outside) directors were paid an annual retainer and received restricted stock units (“RSUs”) that settle in shares of FedEx common stock, in each case, as set forth below. The Lead Independent Director and Committee Chairpersons were paid additional annual fees as set forth below:
Annual Cash Retainer $140,000 Annual Equity Award (RSUs) $195,000
Additional Retainers Based on Role
> Lead Independent Director $ 50,000 >» Chair, Audit and Finance Committee $ 30,000 >» Chair, Compensation and Human Resources Committee $ 25,000 » Chair, Cyber and Technology Oversight Committee $ 25,000 >» Chair, Governance, Safety and Public Policy Committee $ 25,000
Non-employee directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares. The number of retainer shares issued is based on 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 issuance, with any fractional amounts paid in cash. The RSUs vest fully one year after
the grant date (or the date of the next annual meeting of stockholders, if earlier), and accrue dividend equivalent rights, which are reinvested in additional RSUs. Non-employee directors appointed to the Board after the annual meeting received a prorated annual retainer and RSU award. R. Brad Martin, Richard W. Smith, and Rajesh Subramaniam, who are FedEx employees and served as directors during fiscal 2026, did not receive any additional compensation for serving as a director.
The Compensation & HR Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies. In 2026, two data sets were used for comparison: (1) a group
2026 Proxy Statement 41
Corporate Governance Matters — Directors’ Compensation
of 20 companies ranked closely to FedEx on the Fortune 100 list across a range of industries (which are listed on Appendix A attached hereto) and (2) all publicly traded companies in the Fortune 100 (excluding FedEx). Before making a recommendation regarding director compensation to the Board, the Compensation and Human Resources Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.
Other Compensation
We provide transportation when a non-employee director travels on FedEx business, including to attend meetings of the Board or a committee. From time to time, spouses may be invited to attend certain meetings at the request of the Board. The Board believes this creates a collegial environment that enhances the effectiveness of the Board. If spouses are invited to attend meetings, FedEx provides transportation or covers the cost of the additional travel and related incidental expenses. Any such spousal travel costs are treated by the Internal Revenue Service as taxable income to the applicable director. Non-employee directors do not receive gross-ups to compensate for the resulting income taxes except in connection with the presentation of a retirement gift. FedEx also offers personal digital protection services to all directors as a perquisite.
Retirement Plan for Outside Directors
In July 1997, the Board of Directors of Federal Express (FedEx’s predecessor) voted to freeze the Retirement Plan for Outside Directors (that is, no further benefits would be earned under this plan). Concurrent with the freeze, the Board amended the plan to accelerate the vesting of the benefits for each outside director who was not yet vested under the plan. This plan is unfunded and any benefits under the plan are general, unsecured obligations of FedEx. Once all benefits are paid from the plan, it will be terminated.
Paul S. Walsh is the only director who served on the Board during fiscal 2026 who is entitled to benefits under this plan. Mr. Walsh has not yet received any plan benefits, which will be paid as a single lump-sum distribution on or before the fifteenth business day of the month immediately following the date of Mr. Walsh’s retirement. In the event of Mr. Walsh’s death, his surviving spouse shall be entitled to receive the lump-sum payment. The following table sets forth the amount payable to Mr. Walsh assuming a hypothetical retirement date of June 1, 2026.
LUMP SUM
PAYMENT AMOUNT
NAME ($) P.S. Walsh 63,937
©) Discounted from the age 60 normal retirement date provided for in the plan.
42 FedEx.
Corporate Governance Matters — Directors’ Compensation
Fiscal 2026 Director Compensation
The following table sets forth information regarding the compensation of FedEx’s current and former non-employee directors for the fiscal year ended May 31, 2026:
STOCK
FEES AWARDS
EARNED IN LIEU
OR PAID OF CASH RSU ALL OTHER
INCASH RETAINER AWARDS COMPENSATION’ TOTAL NAME ($)™ ($)> ($)OM ($) ($) S. Davila 70,468 69,881 194,956 10,798 346,103 M.R. Ellison 100,468 69,881 194,956 — 365,305 S.E. Gorman” 140,349 — 194,956 — 335,305 S.P. Griffith 75,350 139,999 194,956 — 410,305 A.B. Lane 140,349 — 194,956 — 335,305 N.A. Norton 165,349 — 194,956 — 360,305 F.P. Perpall 140,349 — 194,956 — 335,305 J.C. Ramo 350 139,999 194,956 — 335,305 S.C. Schwab 70,468 69,881 194,956 — 335,305
P.S. Walsh 165,349 = 194,956 — 360,305
©) Includes (a) annual retainer payments and committee chairperson fees (as applicable), (b) cash paid in lieu of fractional shares issued to Mr. Ramo, and Mses. Davila and Griffith, and Ambassador Schwab in connection with their election to receive shares of FedEx’s common stock in lieu of all or a portion of their annual retainer fees, and (c) cash paid in lieu of fractional shares owed upon the accelerated vesting of the RSUs and related dividend equivalent rights granted to such director as part of his or her fiscal 2025 director compensation in connection with the Spin-Off ($349.45 for each director). See “— Outside Directors’ Compensation” above.
() Mr. Ramo and Ms. Griffith elected to receive 100% of their annual retainer ($140,000) in shares of FedEx’s common stock (591 shares each), and Ms. Davila, Ambassador Schwab, and Mr. Ellison elected to receive 50% of their annual retainer ($70,000) in shares of FedEx’s common stock (295 shares each). The number of shares received was determined by dividing the dollar amount of the retainer to be paid in shares by the fair market value of our common stock on September 29, 2025 ($236.885), rounded down to the nearest whole share.
GB
On September 29, 2025, each outside director elected at the 2025 annual meeting received 823 RSUs. The grant date fair value of each such RSU was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and is set forth in this column. Assumptions used in the calculation of these amounts are included in note 9 to our audited consolidated financial statements for the fiscal year ended May 31, 2026, included in our Annual Report on Form 10-K for fiscal 2026. RSUs granted to the outside directors generally vest fully one year after the grant date (or the date of the next annual meeting of stockholders, if earlier), and accrue dividend equivalent rights, which are reinvested in additional RSUs. In connection with the Spin-Off, the vesting of the RSUs, including accrued dividend equivalents, was accelerated to May 13, 2026.
2026 Proxy Statement 43
Corporate Governance Matters — Directors’ Compensation
(4)
(5
(6) (7)
Prior to fiscal 2024, non-employee directors received stock options as part of FedEx’s director compensation program. In connection with the Spin-Off, the vesting of all RSUs was accelerated, and therefore no RSUs were outstanding at May 31, 2026. The following table sets forth the aggregate number of outstanding stock options held by each current or former non-employee director who served during fiscal 2026, as of May 31, 2026:
RSU AWARDS OPTIONS NAME OUTSTANDING?) OUTSTANDING S. Davila = = M.R. Ellison — 25,267 S.E. Gorman _ _ S.P. Griffith — 15,492 A.B. Lane _ 5,567 N.A. Norton — 4,727 F.P. Perpall _ 6,719 J.C. Ramo _ 25,267 S.C. Schwab _ 15,492 P.S. Walsh — 25,267
® In connection with the Spin-Off, the vesting of outstanding RSUs held by non-employee directors was accelerated to May 13, 2026.
SEC rules require perquisites and other personal benefits having a total value over $10,000 to be reported in the “All Other Compensation” column. Amounts included in the “All Other Compensation” column above for Ms. Davila include family corporate travel ($6,798) in connection with attendance at a FedEx Board meeting and digital personal protection services ($4,000). No other director had perquisite and other personal benefits over $10,000.
Ms. Davila served as a director during fiscal 2026 but resigned from the Board effective June 8, 2026.
Mr. Gorman served as a director during fiscal 2026 but resigned from the Board effective June 1, 2026, following his appointment to the board of directors of FedEx Freight.
EXECUTIVE COMPENSATION
Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation
Weare asking stockholders to approve, on a non-binding basis, the following advisory resolution at the annual meeting:
“RESOLVED, that the compensation paid to FedEx’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative discussion, is hereby APPROVED.”
This advisory vote is not intended to address any specific element of executive compensation but instead is intended to address the overall compensation of the named executive officers as disclosed in this proxy statement. Consistent with the views of our stockholders, as expressed in the results of the 2023 stockholder vote on the frequency of its “say-on-pay” advisory vote, FedEx holds the “say-on-pay” advisory vote annually.
Our executive compensation program is designed to align pay with performance and the creation of long-term stockholder value, while retaining and attracting highly qualified executive leaders. Fiscal 2026 was a significant and transformative year for FedEx, characterized by significant progress against our transformation initiatives, strong adjusted consolidated operating income performance, and substantial structural cost reductions. Consistent with our pay-for-performance philosophy, compensation outcomes reflected this performance while maintaining a significant emphasis on long-term value creation and stockholder alignment.
Stockholders are encouraged to read the Compensation Discussion and Analysis, as well as the Summary Compensation Table and related compensation tables and narrative appearing on pages 46 through 96, which provides detailed information on our compensation philosophy, policies, and practices, and the compensation of our named executive officers.
Vote Required for Approval
The affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote is required to approve this proposal.
Your Board of Directors recommends that you vote “FOR” this proposal.
Effect of the Proposal
This advisory resolution, commonly referred to as a “say-on-pay” resolution, is not binding on FedEx, the Board of Directors, or the Compensation & HR Committee. The vote on this proposal will, therefore, not affect any compensation already paid or awarded to any named executive officer and will not overrule any decisions made by the Board of Directors or the Compensation & HR Committee. However, the Board of Directors and the Compensation & HR Committee highly value our stockholders’ opinions and will consider the results of this advisory vote when making future executive compensation decisions
2026 Proxy Statement 45
Executive Compensation — Report of the Compensation and Human Resources Committee of the Board of Directors
Report of the Compensation and Human Resources Committee of the Board of Directors
The Compensation & HR Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation & HR Committee recommended to the Board of Directors, and the Board approved, that the Compensation Discussion and Analysis be included in this proxy statement and
in FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026.
Compensation and Human Resources Committee Members
PAUL S. WALSH MARVIN R. ELLISON SUSAN PATRICIA GRIFFITH SUSAN C. SCHWAB Chair
Compensation Discussion and Analysis
In this section we discuss and analyze the compensation of our principal executive officer, principal financial officer, and our three other most highly compensated executive officers (the “named executive officers”) for the fiscal year ended May 31, 2026. For additional information regarding compensation of the named executive officers, see “— Summary Compensation Table” and the other compensation-related tables and disclosure below.
Stockholder Engagement Focus — 2025 Say-on-Pay Advisory Vote Result
We have along history of engaging with our stockholders and responding to their feedback. We value the perspectives of our investors and regularly engage with them regarding our business strategy, corporate governance, and executive compensation programs. The Compensation & HR Committee considers the feedback received through these discussions, together with the results of our annual advisory vote on executive compensation, in its ongoing review of our compensation philosophy, programs, and practices.
Stockholders have historically expressed strong support for our executive compensation program, with average Say-on-Pay support of approximately 91% from 2022 through 2024. Following the 63% support received for our 2025 Say-on-Pay proposal, the Compensation & HR Committee conducted extensive outreach to better understand stockholder perspectives and carefully considered that feedback in its evaluation of our executive compensation and governance practices.
Since the 2025 annual meeting, we reached out to stockholders representing approximately 40% of our outstanding shares and engaged with 25 different stockholders that collectively represented approximately 38% of our outstanding shares to solicit feedback on our compensation program, better understand the reasons behind the 2025 advisory vote on executive compensation outcome, and discuss potential changes to our executive compensation program for consideration by the Compensation & HR Committee. Our stockholder engagement effort included members of our Board, including R. Brad Martin, Executive Chairman and Chairman of the Board; Susan Patricia Griffith, our Lead Independent Director and Chair of the GSPP Committee; and/or Paul S. Walsh, Chair of our Compensation & HR Committee. These conversations also included members of management from our Human Resources, Investor Relations, and Legal teams.
Based on discussions with major stockholders, we believe the primary driver of last year’s vote was the separation package granted to Sriram Krishnasamy, who stepped down as Executive Vice President, Chief Digital and Information Officer and Chief Transformation Officer effective July 17, 2025, and separated from the Company on October 31, 2025.
In response to the 2025 executive compensation advisory vote and feedback received following engagement with stockholders, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved an Executive Severance Plan, which incorporates stockholder feedback and will govern all future separations with executive officers. The Executive Severance Plan provides:
» Astandardized and transparent framework for benefits received upon qualifying terminations;
as FedEx.
Executive Compensation — Compensation Discussion and Analysis
>» Clearly defined, market competitive cash severance and equity treatment provisions upon qualifying terminations; >» Greater consistency and predictability in executive separation benefits; and
» Alignment with the Company’s commitment to strong compensation governance and responsiveness to stockholder feedback.
See page 68 below for additional information on the Executive Severance Plan.
Stockholder Feedback Related To Executive Compensation
What We Heard How We Responded Severance Policy and Equity Award Vesting Stockholders inquired about severance policies, and The Board and Compensation and HR Committee approved particularly the severance package for a former named an Executive Severance Plan, effective July 20, 2026, which executive officer, with a focus on: will apply to all future executive officer separations. The plan >» Total value of severance payments was created to: > Value and type of payments that may be made in » Provide clarity and certainty on the value and any specific type of separation severance compensation to be received by >» Discretionary acceleration of vesting of equity executive officers upon any type of separation awards >» Govern all separations between the company and
executive officers, including in a change of control >» Govern the treatment of equity awards in any future executive officer separation
Discretionary Retention Awards
Stockholders shared feedback on their views of the use of No discretionary retention awards were made in FY26 discretionary retention awards
Tax-related Impacts to Restricted Stock Awards
Stockholders sought to understand the Company’s practice Beginning in TY 2026, we will no longer pay taxes on
of paying taxes on restricted stock awards restricted stock awards. Instead, we have shifted to granting restricted stock unit (“RSU”) awards, with no related tax payment; recipients will be responsible for payment of the taxes upon settlement of the restricted
stock units Financial Metrics Included in Annual Incentive Compensation Stockholders expressed a preference for more than one Adopted three financial and key business metrics for fiscal financial or key business metric in annual incentive 2026 AIC plan
compensation
We appreciate our stockholders’ willingness to share their views and preferences on our executive compensation programs. The Compensation & HR Committee and the Board of Directors will continue to engage with stockholders as part of the ongoing process of evaluating and optimizing the design, purposes, and direction of FedEx’s executive compensation programs. As has been our practice for many years, the Compensation & HR Committee will continue to consider the results from stockholder advisory votes to approve named executive officer compensation.
Executive Summary
Fiscal 2026 Business Performance
Fiscal 2026 marked one of the most significant years in FedEx’s history. We achieved strong financial and operational results alongside the execution of transformative strategic initiatives, continuing to unlock synergies and optimize the Company’s cost structure. We also completed the successful Spin-Off of FedEx Freight on June 1, 2026.
Revenue increased approximately 8% in fiscal 2026 primarily due to improved base yields for our package services, increased U.S. domestic package volumes, higher fuel surcharges and favorable exchange rates, partially offset by lower shipments at FedEx Freight. Operating income increased in fiscal 2026 primarily due to improved base yields for our package services, increased
U.S. domestic package volumes and higher fuel surcharges, combined with the continued structural cost reductions from business optimization initiatives, including from structural cost savings initiatives commenced in prior years. Our ongoing network transformation, combined with a focus on structural cost reduction, enabled us to achieve over $1 billion in transformation- related savings.
2026 Proxy Statement 47
Executive Compensation —- Compensation Discussion and Analysis
During fiscal 2026, our financial results reflected the structural cost reductions from DRIVE, our comprehensive program to improve long-term profitability. DRIVE began in fiscal 2022 and is now a process that enables our ongoing business optimization plan to drive efficiency and lower costs. Consistent with its importance to our strategic objectives, DRIVE-related structural
cost savings were a key performance metric under the fiscal 2026 AIC plan. Through continued execution of DRIVE and related transformation initiatives, FedEx delivered structural cost savings in excess of management’s publicly announced targets, improved profitability, and advanced its long-term operating margin expansion objectives.
The charts below provide a summary of our financial performance for fiscal 2026 and comparisons to fiscal 2025.
Revenue Operating Income and Margin Earnings Per Share $94.7B $18.55 $87.9B $16.81 i mFY25 mFY26 mFY25 mFY26 mFY25 mFY26 Return on Invested Adjusted Operating Income Adjusted Earnings Per Share* Capital* and Margin* % $6.61B $20.24 i - ]
mFY25 mFY26 gFY25 mFY26 mFY25 mFY26
* Non-GAAP financial measures. Please refer to Appendix C for reconciliation to the most directly comparable measures calculated in accordance with GAAP.
Our Named Executive Officers
The following table identifies the Company’s named executive officers for fiscal 2026.
Name Title
R. Subramaniam President and Chief Executive Officer
J.W. Dietrich™ Former Executive Vice President and Chief Financial Officer
V. Talwar Executive Vice President, Chief Digital and Information Officer B.A. Carere Executive Vice President and Chief Customer Officer
T.B. Brightman Executive Vice President and Chief People Officer
S.Krishnasamy® — Former Executive Vice President, Chief Digital and Information Officer and Chief Transformation Officer
©) As previously disclosed, Mr. Dietrich stepped down as Executive Vice President and Chief Financial Officer on June 1, 2026, following the completion of the Spin-Off, and separated from FedEx on July 31, 2026
®) As previously disclosed, Mr. Krishnasamy stepped down as Executive Vice President, Chief Digital and Information Officer and Chief Transformation Officer effective July 17, 2025, and separated from FedEx on October 31, 2025.
as FedEx.
Executive Compensation — Compensation Discussion and Analysis
Our Commitment to Pay and Performance Alignment
We have designed our compensation programs to align the pay of our senior executives with both our short-term and long-term
financial results and the performance of our Company. Our standard compensation programs consist of base salary, Annual Incentive Compensation (“AIC”) and Long-Term Incentive (“LTI”) cash and equity compensation elements.
This variable compensation is “at risk” and directly dependent upon the achievement of corporate financial-performance goals
and stock price appreciation. In fiscal 2026, 69% of the Chief Executive Officer’s target Total Direct Compensation (“TDC”)
consisted of variable, at-risk components. With respect to the other named executive officers (other than Mr. Krishnasamy who
separated from FedEx in 2025), 60% to 67% of their fiscal 2026 target TDC consisted of variable, at-risk components.
Fiscal 2026 CEO TDC Fiscal 2026 Other NEO Average TDC
Salary
Long-Term Fixed Annual Bonus Long-Term Fixed
\ Performance-Based\
62% j j
Long-Term Variable Long-Term Variable
SHORT-TERM LONG-TERM COMPENSATION COMPENSATION
LTI Cash Plan Restricted Stock*
Stock Options
* For fiscal 2026, includes related tax payments for restricted stock awards
Incentive Compensation Outcomes Aligned with Business Performance
Fiscal 2026 was a significant and transformative year for FedEx, characterized by significant progress against our transformation
initiatives, strong adjusted consolidated operating income performance, and substantial structural cost reductions. Despite challenging macroeconomic and industry conditions, FedEx delivered above-target performance under both its annual and long-term incentive programs. Consistent with our pay-for-performance philosophy, compensation outcomes reflected this performance while maintaining a significant emphasis on long-term value creation and stockholder alignment.
Highlights of pay outcomes related to fiscal 2026 performance:
> Annual incentive payouts reflected strong fiscal 2026 performance. The fiscal 2026 AIC plan was tied to adjusted
consolidated operating income (50%), incremental structural cost reduction benefits from DRIVE and Network 2.0 (25%), and on-time enterprise service performance (excluding FedEx Freight) (25%). Strong operating results and significant structural
cost savings resulted in above-target performance and corresponding above-target payouts.
>» Long-term incentive payouts were earned based on sustained performance over three fiscal years. Payouts under the FY24-FY26 LTI cash plan were based on achievement of adjusted aggregate EPS (50%), ROIC growth (25%), and relative
TSR (25%) goals. Strong performance across all three metrics, particularly in fiscal 2026, resulted in above-target achievement.
One-time, special cash bonus pool for eligible managing directors and officers. In addition to our annual AIC and LTI programs, the Board recognized that FedEx’s exceptional fiscal 2026 performance was driven by the collective efforts of a broad leadership team across FedEx. In recognition of the significant contributions of approximately 1,100 eligible managing directors and officers, the Board, upon the recommendation of the Compensation & HR Committee, approved a one-time special cash bonus pool to recognize the leadership, execution, and extraordinary results achieved through the successful advancement of the Company’s transformation and strategic initiatives that extended beyond the outcomes reflected in the annual AIC and LTI programs despite challenging macroeconomic and industry conditions.
2026 Proxy Statement 49
Executive Compensation — Compensation Discussion and Analysis
Equity Incentive Industry Leadership Program
In June 2025, the Board, upon the recommendation of the Compensation & HR Committee, approved the Equity Incentive Industry Leadership Program to support the continued execution of FedEx’s strategy and reinforce a distinct, multi-year transformation objective. The program links compensation to sustained operating margin expansion through fiscal 2028 —a key measure of successful transformation execution and long-term value creation that extends beyond the objectives and performance periods of FedEx’s annual and long-term incentive programs. Approximately 80 senior vice presidents and above participated in the program, establishing broad-based alignment around this critical strategic objective.
The Equity Incentive Industry Leadership Program consisted of one-time grants of restricted stock and PSUs. The restricted stock awards are intended to support leadership continuity over a sustained period of time, while the PSUs vest based on the achievement of significant adjusted operating margin expansion through fiscal 2028, directly aligning executive rewards with long-term stockholder value creation.
The Compensation & HR Committee and the Board considered the following key factors when designing the Equity Incentive Industry Leadership Program:
>» Focus on operating margin expansion at Federal Express Corporation, excluding the FedEx Freight segment, a key measure of the successful execution of FedEx’s transformation strategy and long-term value creation.
>» Strong pay-for-performance, with participants realizing value only if FedEx achieves meaningful adjusted operating margin improvement over a 3-year period relative to fiscal 2025 performance levels.
>» Alignment with stockholders, denominating and paying awards in shares, with value rising and falling with share price over a multi-year period.
Transition Year (“TY”) 2026 Compensation Plans
To facilitate the transition to a calendar-year fiscal year and align FedEx’s compensation program with its future fiscal calendar, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved a Transition Year 2026 Annual Incentive Compensation Plan (“TY 2026 AIC Plan”) and Transition Year 2026 Equity Incentive Compensation Plan (“TY 2026 Equity Plan”).
The Compensation & HR Committee designed the TY 2026 compensation programs to maintain continuity in FedEx’s pay-for- performance philosophy while reflecting the abbreviated seven-month performance period. Annual incentive opportunities and equity award values are proportionate to the shortened performance period.
The Committee determined that stock options and restricted stock units (“RSUs”) provided an appropriate transitional long-term incentive structure that preserved alignment with stockholder interests while avoiding overlap with existing long-term incentive plan performance cycles during the fiscal-year transition.
>» TY 2026 AIC Plan: Adopted a simplified seven-month annual incentive plan weighted 90% adjusted consolidated operating income and 10% on-time enterprise service performance, with prorated incentive opportunities.
>» TY 2026 Equity Plan: Granted prorated RSUs and stock options that vest over three years to maintain long-term stockholder alignment while avoiding overlapping performance cycles during the fiscal-year transition.
The Compensation & HR Committee will evaluate the elements of our executive compensation program, including the mix of time- based and performance-based pay elements, for future years at the beginning of fiscal 2027.
Compensation Programs, In Summary
Fiscal 2026 was a transformational year for FedEx, marked by strong business performance, the successful execution of significant strategic initiatives, including the FedEx Freight Spin-Off, and the Company’s transition to a calendar-year fiscal year. Given the unique combination of transformation initiatives, corporate restructuring, and fiscal-calendar changes occurring during the year, the Compensation & HR Committee determined that multiple compensation vehicles were necessary to address distinct performance objectives, recognize extraordinary achievements, support future strategic execution, and preserve the Company’s longstanding pay for-performance philosophy. The following table summarizes the purpose and design of the principal compensation programs that contributed to fiscal 2026 compensation outcomes.
50 FedEx.
Executive Compensation —- Compensation Discussion and Analysis
Compensation Purpose Form Timeline Program Base Salary Provide sufficient fixed cash income to retain and attract these Cash 1 Year
highly marketable executive officers ina competitive market for
executive talent. Fiscal 2026 Reward annual financial and operational performance and Cash 1 Year AIC Plan reinforce accountability for achieving key business objectives,
including profitability, service performance, and transformation-
related cost savings. FY24-FY26 Align executive compensation with sustained financial Cash 3 Years LTI Cash Plan performance and long-term stockholder value creation by
rewarding achievement of multi-year earnings growth, returns,
and relative stockholder returns. Long-Term Equity Further align executive incentives with long-term stock price Stock 4 Years Incentives appreciation and encourage retention of key executives. Options and
Restricted Stock
Special Cash Bonus Recognize the collective efforts of a broad leadership team in Cash One-Time
delivering extraordinary financial performance and successfully
executing significant transformation and strategic initiatives
that extended beyond the outcomes reflected in FedEx’s
regular annual and long-term incentive programs, despite
challenging macroeconomic and industry conditions. Equity Incentive Reinforce management accountability for achieving sustained PSUs Through Industry Leadership operating margin expansion, support leadership continuity, and and FY2028 Program drive continued execution of FedEx’s long-term transformation Restricted
strategy through a distinct multi-year performance objective. Stock Transition Period Plans TY 2026 Facilitate FedEx’s transition from a May 31 fiscal year-end toa Cash 7 Months AIC Plan December 31 fiscal year-end while maintaining continuity in the June 2026-Dec. 2026 Company’s pay-for-performance philosophy during the seven-
month transition period. TY 2026 Facilitate the transition to FedEx’s new fiscal calendar by Stock 3 Years Equity Plan providing a prorated long-term equity incentive opportunity Options and 3 yr vesting, June 2026 that preserves stockholder alignment and executive retention RSUs
while avoiding overlapping long-term performance cycles.
Market Benchmarking
We use external survey data solely as a market reference point to assess the competitiveness of our compensation programs. The target compensation levels of our named executive officers are not designed to correspond to a specific percentile of compensation in those surveys. Instead, our analysis considers multiple market reference points for the analyzed positions to
provide us with a reasonable range around which to focus.
For the fiscal 2026 executive compensation review, we considered survey data published by two major consulting firms engaged by the company: Willis Towers Watson and Aon Consulting. Each consulting firm provided target compensation data for general industry companies (excluding financial services companies), including U.S. and multinational companies, in its respective database with annual revenues between $40 billion and $185 billion. These companies are listed in Appendix B. Additionally, in connection with our analysis of market data regarding chief executive officer compensation, we considered data of 20 companies ranked closely to FedEx on the Fortune 100 list, which is intended to provide market data, information, and context from large companies similar in size (as assessed primarily by revenues) across a range of industries.
General industry companies, including U.S. and multinational companies, is the appropriate comparison category because our executive officers are recruited by and from businesses outside of FedEx’s industry peer group. Moreover, our industry peer group does not provide a sufficient number of companies that are of a comparable size to FedEx. Using a robust data sample (124 companies for fiscal 2026) mitigates the impact of outliers, year-over-year volatility of compensation levels, and the risk of selection bias, and increases the likelihood of comparing with companies with executive officer positions similar to ours. Because the annual revenues of these companies vary significantly, each consulting firm used regression analysis to allow for the inclusion of data from a large number of both larger and smaller companies. The data results provided by each firm were then averaged to arrive at blended market compensation data for general industry executive officers.
2026 Proxy Statement 51
Executive Compensation — Compensation Discussion and Analysis
Stock Ownership Goal for Senior Officers
In order to encourage significant stock ownership by FedEx’s senior management, including the named executive officers, and to further align their interests with the interests of our stockholders, the Board of Directors has adopted a stock ownership goal for senior officers, which is included in FedEx’s Corporate Governance Guidelines. With respect to our executive officers, the goal is that within five years after being appointed to his or her position, each officer own FedEx shares valued at the following multiple of his or her annual base salary:
> 6x for the executive Chairman (if serving); > 6x forthe President and Chief Executive Officer; and
>» 3x forthe other executive officers.
For purposes of meeting this goal, unvested restricted stock and restricted stock units are counted, but unexercised stock options and unvested PSUs are not. Until the ownership goal is met, the officer is encouraged to retain “net profit shares” resulting from the exercise of stock options. Net profit shares are the shares remaining after payment of the option exercise price and taxes owed upon the exercise of options. As of August 3, 2026, each named executive officer exceeded the stock ownership goal or was within the five-year period to attain compliance.
Policy Against Hedging and Pledging Transactions
Our comprehensive and detailed policies (set forth in the FedEx Securities Manual) regulate trading by our insiders, including the named executive officers and Board members. The Securities Manual includes information regarding trading windows and blackout periods and explains when transactions in FedEx stock are permitted. See “Corporate Governance Matters — Board Processes and Policies — Policy Regulating Trading by Insiders” and “— Hedging and Pledging” for additional information.
The Securities Manual and our Corporate Governance Guidelines also set forth certain types of transactions in FedEx securities that are always prohibited, even when permitted by law, in order to further align the interests of our executive officers and directors with stockholders’ interests. Specifically, company officers, employees, and Board members are prohibited from, directly or indirectly, purchasing financial instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity or other securities of the company or any of its subsidiaries that were granted as compensation to or that are held, directly or indirectly, by the officer, employee, or Board member, including the following financial instruments and transactions: (1) publicly traded (or exchange-traded) options, such as puts, calls, and other derivative securities; (2) short sales, including “sales against the box”; and (3) hedging or monetization transactions designed to limit the financial risk of ownership, including prepaid variable forward contracts, equity swaps, collars, exchange funds, and other similar transactions.
The Securities Manual and our Corporate Governance Guidelines also prohibit margin accounts and pledges; however, the
(i) Chairman of the Board (if independent), Lead Independent Director or Vice Chairman of the Board (in each case, if serving) or Chair of the Governance, Safety, and Public Policy Committee (if no Lead Independent Director is serving) and the Executive Vice President , General Counsel and Secretary with respect to any non-management Board member, the executive Chairman, or the President and Chief Executive Officer; (ii) the President and Chief Executive Officer and Staff Vice President — Securities and Corporate Law with respect to the Executive Vice President, General Counsel and Secretary; and (iii) the Executive Vice President, General Counsel and Secretary, in all other instances, may, as applicable, grant an exception to the prohibition against holding FedEx securities in a margin account or pledging FedEx securities on a case-by-case basis if the requesting person clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.
No FedEx executive officer or Board member beneficially owns FedEx securities that are pledged pursuant to a margin account, loan, or otherwise.
Clawback Policies
The FedEx Corporation Policy on Recoupment of Incentive Compensation, or clawback policy, requires the recoupment of certain executive compensation in compliance with the Exchange Act, and the rules promulgated thereunder by the SEC and the NYSE listing standards. Under the policy, which applies to the company’s current and former Section 16 officers, FedEx must recover erroneously awarded incentive-based compensation on a pre-tax basis (including compensation based on stock price or TSR), subject to very limited exceptions. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements, as well as restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period. The policy does not provide for enforcement discretion by the Compensation & HR Committee or Board and requires recovery regardless of whether a covered person engaged in any misconduct or is at fault.
In addition, the Board, upon the recommendation of the Compensation & HR Committee, adopted the FedEx Corporation Policy on Recoupment of Incentive Compensation for Fraud or Willful Misconduct, a second clawback policy. Under the policy, the Compensation & HR Committee, in its sole discretion, is authorized to require the return, repayment, or forfeiture of any equity- based (whether subject to performance conditions or time-based vesting) or cash incentive compensation when it is determined
52 FedEx.
Executive Compensation —- Compensation Discussion and Analysis
that a Section 16 officer engaged in fraud or willful misconduct in the performance of his or her duties that resulted in reputational or financial harm to FedEx.
The Policy on Recoupment of Incentive Compensation and the Policy on Recoupment of Incentive Compensation for Fraud or Willful Misconduct are both available under the Governance heading below “Corporate Governance” on the Investor Relations page of our website at investors.fedex.com.
Role of the Compensation & HR Committee, its Compensation Consultant, and the Chief Executive Officer
Our Board of Directors is responsible for the compensation of our executive management. The Compensation & HR Committee, which is composed solely of independent directors, is responsible for helping the Board discharge its responsibilities by, among other things:
» Reviewing and discussing with management the factors underlying our compensation policies and decisions, including overall compensation objectives;
>» Reviewing and discussing with management the relationship between the company’s compensation policies and practices and the company’s risk management, including the extent to which those policies and practices create risks for the company;
>» Reviewing and approving all company goals and objectives (both financial and non-financial) relevant to the compensation of the Chief Executive Officer;
>» Reviewing and approving all company goals and objectives relevant to the compensation of the executive Chairman (if serving);
>» Evaluating, together with the other independent directors, the performance of the executive Chairman (if serving) and the Chief Executive Officer in light of these goals and objectives and the quality and effectiveness of his leadership;
» Recommending to the Board for approval by the independent directors each element of the compensation of the executive Chairman (if serving) and the Chief Executive Officer;
>» Reviewing the performance evaluations of all other executive officers (the Chief Executive Officer is responsible for the performance evaluations of the non-CEO executive officers who report to him);
» Reviewing and approving (and, if applicable, recommending to the Board for approval) each element of compensation, as well as the terms and conditions of employment, of these other executive officers;
>» Granting awards under our equity compensation plans and overseeing the administration of all such plans; and
>» Reviewing the strategies relating to, and costs and structure of, our key employee benefit and fringe-benefit plans and programs.
The Compensation & HR Committee may form and delegate authority to any subcommittee as it deems appropriate or advisable in accordance with the terms of its written charter. To date, however, the Committee has not formed or delegated authority to any subcommittee.
In furtherance of the Compensation & HR Committee’s responsibilities, the Committee has engaged Meridian Compensation Partners, LLC (the “consultant”) to assist the Committee in evaluating FedEx’s executive compensation, including during fiscal 2026. In connection with this engagement, the consultant reports directly and exclusively to the Committee. The consultant participates in Committee meetings, reviews Committee materials, and provides advice to the Committee upon its request.
For example, the consultant: >» Updates the Committee on trends and issues in executive compensation and comments on the competitiveness and reasonableness of FedEx’s executive compensation program;
>» Assists the Committee in the development and review of FedEx’s AIC and LTI programs, including commenting on performance measures and the goal-setting process; and
>» Reviews compensation-related proxy statement disclosure, including this Compensation Discussion and Analysis, and provides advice to the Committee on any new equity compensation plans or plan amendments proposed for adoption and any new equity awards proposed to be granted.
2026 Proxy Statement 53
Executive Compensation — Compensation Discussion and Analysis
Other than services provided to the Compensation & HR Committee, the consultant does not perform any services for FedEx. >» The consultant has robust policies and procedures in place to prevent conflicts of interest;
>» The fees received by the consultant from FedEx in the consultant’s most recently completed fiscal year represented less than 5% of the consultant’s revenues;
> Neither the consultant nor any adviser of the consultant had a business or personal relationship with any member of the Compensation & HR Committee or any executive officer of FedEx during fiscal 2026; and
» No adviser of the consultant directly owns, or directly owned during fiscal 2026, any FedEx stock.
Accordingly, the Compensation & HR Committee has determined the consultant to be independent from the company and that no conflicts of interest exist related to the consultant’s services provided to the Committee. The Committee preapproval is required for any services to be provided to the company by the Committee’s independent compensation consultant. This ensures that the consultant maintains the highest level of independence from the company, in both appearance and fact.
The Chief Executive Officer, who attends most meetings of the Compensation & HR Committee by invitation of the Committee’s chair, assists the Committee in determining the compensation of all other executive officers by, among other things:
>» Approving any annual merit increases to the base salaries of the executive officers who report to him within limits established by the Committee;
>» Approving, as needed, any special base salary adjustments designed to maintain market competitiveness, within limits established by the Committee;
» Establishing annual individual performance objectives for the executive officers who report to him and evaluating their performance against such objectives (the Committee reviews these performance evaluations); and
» Making recommendations, from time to time, for special stock option, restricted stock, or other equity-based grants (e.g., for motivational or retention purposes) to other executive officers.
During fiscal 2026, the other executive officers did not have a role in determining their own compensation, other than discussing their annual individual performance objectives and results achieved with the Chief Executive Officer (except Mr. Subramaniam, who reports to the Board of Directors).
Compensation Components
Base Salary
Our primary objective with respect to the base salary levels of our executive officers is to provide sufficient fixed cash income to retain and attract these highly marketable executive officers in a competitive market for executive talent. The base salaries of our executive officers are reviewed and adjusted (if appropriate) at least annually to reflect, among other things, economic conditions, base salaries of the officers relative to one another, overall market competitiveness, and the internal salary ranges for the officer’s level.
Following our annual executive compensation review and a market data analysis by the Compensation & HR Committee’s independent consultant, in July 2025 the independent directors, based upon the recommendation of the Compensation & HR Committee, approved increasing Mr. Subramaniam’s annual base salary by 5% to $1,575,000, effective October 1, 2025 in order to better align with market. Additionally, effective October 1, 2025, the base annual salary for each of the other named executive officers other than Messrs. Talwar and Krishnasamy was increased by 3%. As a result, the base salaries of our named executive officers effective October 1, 2025, were as follows:
ANNUAL
BASE SALARY
NAME ($) R. Subramaniam 1,575,000 J.W. Dietrich 1,004,216 V. Talwar 900,000 B.A. Carere 887,952 T.B. Brightman 733,296 S. Krishnasamy“™ 861,239
©) Mr. Krishnasamy, who separated from FedEx effective October 31, 2025, did not receive a base salary increase on October 1, 2025.
54 FedEx.
Executive Compensation —- Compensation Discussion and Analysis
In July 2026, following our annual executive compensation review and a market data analysis by the Compensation & HR Committee’s independent consultant, the independent directors, based upon the recommendation of the Compensation & HR Committee, approved an increase for merit and performance to Mr. Subramaniam’s annual base pay by 3% to $1,622,250, effective October 1, 2026.
AIC Program
The primary objective of our AIC program is to motivate our people to achieve our annual financial goals and other business objectives and reward them accordingly. The program generally provides an annual cash bonus opportunity to many of our salaried employees on an enterprise-wide basis, including the named executive officers, at the conclusion of each fiscal year. The payout opportunity is based upon the achievement of financial-performance objectives, as well as individual performance objectives as described below. Individual performance objectives are designed to further the company’s business objectives. Achievement of individual performance objectives is generally within each officer’s control or scope of responsibility, and the objectives are intended to be achieved with an appropriate level of effort and effective leadership by the officer.
All of the named executive officers (other than Mr. Krishnasamy) participated in the fiscal 2026 AIC plan. Target AIC payouts are established as a percentage of the executive officer’s base salary actually paid during the fiscal year. Payouts above target levels are based exclusively upon the company’s financial performance (except with respect to the Chief Executive Officer as discussed below). Accordingly, the executive officer receives above-target payouts only if the company exceeds the AIC target objective for annual financial performance.
AIC program objectives for company annual financial performance have historically been based upon our business plan for the fiscal year, which is reviewed and approved by the Board of Directors and which reflects, among other things, the risks and opportunities identified in connection with our enterprise risk management process. Consistent with our long-term focus and in order to discourage unnecessary and excessive risk-taking, the AIC program has historically measured performance against our business plan, rather than a fixed growth rate or an average of growth rates from prior years, to account for short-term economic and competitive conditions and anticipated strategic investments that may have adverse short-term profit implications. We have historically addressed year-over-year improvement targets through our LTI program, as discussed below.
Fiscal 2026 AIC Plan
In order to incentivize strong financial performance while maximizing service levels, three metrics were chosen for the fiscal 2026 AIC plan:
» Adjusted consolidated operating income — consistent with prior years, maintained as primary metric to reinforce profitable growth, operational discipline, and execution of the Company’s strategy;
>» Incremental structural cost reduction benefits from DRIVE and Network 2.0 — chosen to incent continued focus on cost savings and efficiency; and
>» On-time enterprise service performance (excluding FedEx Freight) — chosen to motivate strong continued service levels across the enterprise.
The fiscal 2026 AIC plan performance metrics, weightings, and payout targets are set forth below:
TARGET MAXIMUM PERFORMANCE METRICS WEIGHTING ACHIEVEMENT Adjusted consolidated operating income 50% 150% Incremental structural cost reduction benefits from DRIVE and Network 2.0 25% 100% On-time enterprise service performance (excluding FedEx Freight) 25% 100%
The maximum fiscal 2026 AIC payout opportunity for each named executive officer was 125% of his or her target bonus.
The adjusted consolidated operating income target objective under the fiscal 2026 AIC plan was based on fiscal 2026 business plan, which was adopted at a time when global macroeconomic and geopolitical volatility levels were elevated. The lower absolute dollar value of the adjusted consolidated operating income target objective for the fiscal 2026 AIC plan compared to the target for this objective in fiscal 2025 reflects these pressures. Achievement of the business plan would have resulted in a 50% payout; achievement of a 100% or greater payout under this metric required significant year-over-year growth in adjusted consolidated operating income and significantly above-plan performance.
In June 2026, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved excluding
(i) costs associated with the Spin-Off, (ii) business optimization expenses, (iii) costs associated with the change in fiscal year end, (iv) a noncash impairment charge related to the fiscal 2026 impairment of certain aircraft and (v) a benefit related to an international regulatory matter from fiscal 2026 adjusted consolidated operating income. See Appendix C for a reconciliation of fiscal 2026 adjusted consolidated operating income used for the fiscal 2026 AIC plan to the most directly comparable GAAP
2026 Proxy Statement 55
Executive Compensation —- Compensation Discussion and Analysis measure. The Board of Directors determined that by excluding these costs, payouts under the AIC plan will more accurately reflect FedEx’s core financial performance.
The fiscal 2026 AIC Plan target payouts for the named executive officers, as a percentage of their respective base salary actually paid during fiscal 2026, are as follows:
TARGET PAYOUT NAME (AS A PERCENTAGE OF BASE SALARY) R. Subramaniam 200% J.W. Dietrich 120% V. Talwar 120% B.A. Carere 120% T.B. Brightman 120%
S. Krishnasamy“™ _
©) Mr. Krishnasamy separated from FedEx effective October 31, 2025, and was not eligible to receive an AIC payout per the terms of his Separation and Release Agreement.
Chief Executive Officer
The Chief Executive Officer’s fiscal 2026 AIC Plan payout opportunity was based on the achievement of the targets for the three metrics described above.
In addition, the independent members of the Board of Directors, upon the recommendation of the Compensation & HR Committee, may adjust this amount upward or downward, or may determine that no AIC payout is justified, based on their annual evaluation of the Chief Executive Officer’s performance. When performing this evaluation, the Compensation & HR Committee and the independent Board members consider many factors, including the quality and effectiveness of the Chief Executive Officer’s leadership, the execution of key strategic initiatives, and the following corporate performance measures:
>» FedEx’s stock price performance relative to the Standard & Poor’s 500 Composite Index, the Dow Jones Transportation Average, the Dow Jones Industrial Average, and competitors;
>» FedEx’s stock price to earnings (P/E) ratio relative to the Standard & Poor’s 500 Composite Index, the Dow Jones Industrial Average, and competitors;
>» FedEx’s market capitalization;
>» Analyst coverage and ratings for FedEx’s stock;
>» FedEx’s U.S. and international revenue market share;
>» FedEx’s reputation rankings by various publications and surveys; and
>» FedEx’s achievement of corporate objectives for financial performance under the AIC program.
None of these factors is given any particular weight in determining whether to adjust the Chief Executive Officer’s bonus amount.
Non-CEO Named Executive Officers
The fiscal 2026 AIC Plan payout opportunity for each non-CEO named executive officer was also based on the achievement of the targets for the three metrics described above. In addition, Mr. Subramaniam may adjust the officer’s bonus amount downward based on the achievement of individual performance objectives, as described below. The achievement level of each non-CEO named executive officer’s individual performance objectives is based on Mr. Subramaniam’s evaluation at the conclusion of the fiscal year, which is also reviewed by the Compensation & HR Committee.
For fiscal 2026, Mr. Subramaniam had discretion to adjust the applicable officer’s bonus amount based on the achievement of individual performance objectives established at the beginning of the fiscal year. Individual performance objectives for the non- CEO named executive officers vary by position and include (but are not limited to):
>» Guide continued improvement in safety and security across all FedEx operations;
>» Provide leadership to support the achievement of financial goals;
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Executive Compensation — Compensation Discussion and Analysis
>» Guide and support key strategic initiatives;
>» Enhance the FedEx customer experience and meet goals related to internal metrics that measure customer satisfaction and service quality;
>» Recruit and develop executive talent and ensure successors exist for all management positions; >» Promote the People-Service-Profit culture and Purple Promise commitment throughout the company; and
» Maintain the highest standards of corporate governance including continued focus on compliance activities, appropriate sustainability activities, and enhancement of the FedEx worldwide brand and reputation.
Fiscal 2026 AIC Plan Performance and Payouts
The following table shows the threshold, target, and maximum objectives for each performance metric as well as our actual performance. The actual AIC plan payout ranges on a sliding scale based upon the performance of the company against our financial performance objectives.
COMPANY PERFORMANCE MEASURE THRESHOLD TARGET MAXIMUM ACTUAL Adjusted Consolidated Operating Income $5,193 $5,823 $6,390 $6,611 Incremental Structural Cost Reduction Benefits“ >$ 500 > $1,000 > $1,000 > $1,000
On-time Enterprise Service Performance (excluding FedEx Freight) 95.25% 96.25% 96.25% 95.50%
© In millions.
@) As discussed above, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of certain items from actual adjusted consolidated operating income for purposes of the fiscal 2026 AIC plan. See Appendix C for a reconciliation of fiscal 2026 adjusted consolidated operating income to the most directly comparable GAAP measure.
The following table sets forth the actual fiscal 2026 AIC plan payout for each named executive officer as compared to his or her target AIC payout:
TARGET AIC PAYOUT ACTUAL AIC PAYOUT
NAME ($) ($) R. Subramaniam 3,100,000 3,487,500 J.W. Dietrich 1,193,360 1,302,254 V. Talwar™ 859,091 966,477 B.A. Carere 1,055,197 1,187,097 T.B. Brightman 851,994 958,493
S. Krishnasamy — _—
© Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025. His 2026 AIC plan payout was prorated based on his start date.
@) Mr. Krishnasamy, who separated from FedEx effective October 31, 2025, was not eligible to receive a fiscal 2026 AIC payout under the terms of his Separation and Release Agreement with FedEx executed on August 10, 2025.
LTI Cash Program
The LTI cash program provides a long-term cash payment opportunity to members of management, including the named executive officers, based upon achievement of long-term objectives for financial and stock price performance. The primary objective of our LTI program is to motivate management to contribute to our future success and to build long-term stockholder value and reward them accordingly. The FY24-FY26 LTI plan and other active LTI plans are described below.
FY24-FY26 LTI Plan
The FY24-FY26 LTI plan included three financial performance metrics: (1) adjusted aggregate EPS growth for the respective three- fiscal-year period, weighted at 50% of the total payout opportunity; (2) average ROIC growth over the respective three-fiscal- year period, weighted at 25% of the total payout opportunity; and (3) relative TSR for the respective three-fiscal-year period, weighted at 25% of the total payout opportunity. The maximum payout, if maximum attainment is achieved for all metrics under the active LTI plans, is 200%.
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Executive Compensation — Compensation Discussion and Analysis
EPS
The Compensation & HR Committee and Board of Directors determined that EPS was an appropriate financial metric for the FY24- FY26 LTI plan given that growth in EPS strongly correlates to long-term stock price appreciation. Payouts under the EPS component of the FY24-FY26 LTI plan were determined as follows:
>» No payment unless the three-year average annual adjusted aggregate EPS growth rate (“EPS growth rate”) is at least 5%; >» Target payout if the EPS growth rate is 12.5%;
>» Above-target payout if the EPS growth rate is above 12.5%, up to an amount equal to 150% of the target payout if the EPS growth rate is 15.0%;
>» Above-target payout if the EPS growth rate is above 15.0%, up to a maximum amount (equal to 200% of the target payout) if the EPS growth rate is 20.0% or higher; and
>» Below-target payout if the EPS growth rate is below 12.5%, down to a threshold amount (equal to 25% of the target payout) if the EPS growth rate is 5%.
ROIC
The second metric selected for the FY24-FY26 plan is ROIC, an indicator of the effectiveness and efficiency of our long-term capital investments. The ROIC metric measures the average growth in ROIC over a three-fiscal-year period (“average ROIC growth”) from a fiscal 2023 ROIC baseline for purposes of the FY24-FY26 LTI plan. For purposes of the FY24-FY26, FY25-FY27 and FY26-FY28 plans, annual ROIC is calculated as adjusted consolidated operating income, after taxes, for the fiscal year divided by average invested capital. For purposes of the ROIC calculation, (1) adjusted consolidated operating income is calculated as consolidated operating income excluding items not reflective of our core financial performance that may be approved for exclusion for the applicable fiscal year by the Board of Directors, based upon the recommendation of the Compensation & HR Committee; and (2) average invested capital is calculated as the average of the current and prior fiscal year-end balances of long-term
debt, including current portion, and total common stockholders’ investment.
>» No payout unless average ROIC growth is at least 60 basis points; >» Target payout if average ROIC growth is 120 basis points;
>» Above-target payout if average ROIC growth is above 120 basis points, up to 250 basis points (equal to 150% of the target payout);
>» Above-target payout if average ROIC growth is above 250 basis points, up to a maximum amount (equal to 200% of the target payout) if average ROIC growth is 370 basis points or higher; and
>» Below-target payout if average ROIC growth is below 120 basis points, down to a threshold amount (equal to 25% of the target payout) if average ROIC is at the threshold objective.
Relative TSR
The third metric in the FY24-FY26 LTI plan, relative TSR, was chosen to directly align executive compensation with stockholder returns. The relative TSR metric measures the total return on an investment in FedEx stock to an investor (stock price appreciation plus dividends) compared to the total return of the stock of the companies in the S&P 500 Index over a three-fiscal-year period.
If our TSR over the three-fiscal-year period is negative, there will be no payout, regardless of performance against the companies in the S&P 500 Index. Payouts under the relative TSR component of the FY24-FY26 LTI plan were determined as follows:
>» No payment if relative TSR is 0 percentile; >» Target payout if relative TSR is 50th percentile;
>» Above-target payout if relative TSR is above 50th percentile, up to a maximum amount (equal to 200% of the target payout) if relative TSR is 75th percentile or higher;
>» Below-target payout if relative TSR is below 50th percentile, down to threshold amount (equal to 50% of the target payout) if relative TSR is 25th percentile or higher; and
>» Below-target payout if relative TSR is below 25th percentile, down to threshold. Mark-to-Market Retirement Plans Accounting and Other Adjustments to EPS and ROIC for LTI Plan Purposes
The FY24-FY 26 LTI plan, as well as all active LTI plans, include the achievement of EPS goals for the three-fiscal-year period as the most heavily weighted performance metric. The LTI plan design provides for payouts for the EPS plan component that
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Executive Compensation — Compensation Discussion and Analysis
correspond to specific EPS goals established by the Board of Directors that represent total growth in EPS (over a base year) for the three-year term of the LTI plan.
The mark-to-market retirement plans accounting adjustments (“MTM Adjustments”), which reflect year-end and other adjustments to the valuation of the company’s defined benefit pension and other postretirement plans, can vary dramatically from year-to-year, as they are significantly impacted by changes in interest rates and the financial markets that are outside of management’s control and not reflective of underlying business performance. As a result, the Board of Directors, upon the recommendation of the Compensation & HR Committee, previously determined that MTM Adjustments will be excluded from EPS calculations under all LTI plans. In addition, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of business optimization costs from fiscal 2023, 2024, 2025, and 2026 EPS and ROIC for purposes of the FY24-FY26 LTI plan and all active LTI plans. The Board determined that, by excluding these costs, payouts, if any, under the LTI plans will more accurately reflect FedEx’s core financial performance.
The Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of certain other items from fiscal 2023, 2024, 2025, and 2026 EPS and ROIC for purposes of FedEx’s FY24-FY 26, FY25-FY27, and FY26- FY28 LTI plans, and for establishing the baseline EPS for the FY24-FY26 LTI plan and all active LTI plans. The Board determined that, by excluding each of these items, payouts, if any, under the LTI plans will more accurately reflect FedEx’s core financial performance in these years, as applicable. A discussion of the items excluded for each fiscal year and full reconciliations showing the individual adjustments to the GAAP EPS and ROIC measures for the applicable fiscal year, as compared to the non-GAAP
EPS measure used for each applicable LTI plan, is set forth in Appendix C.
Fiscal 2026 LTI Performance and Payouts
For the FY24-FY 26 LTI plan, the baseline EPS over which the three-fiscal-year average annual EPS growth rate goals are measured was $14.48. For purposes of establishing the baseline EPS for the FY24-FY26 LTI plan, fiscal 2023 GAAP EPS of $15.48 was adjusted to exclude (i) MTM Adjustments ($1.92 per diluted share), (ii) fiscal 2023 business realignment costs ($0.11 per diluted share), and (iii) fiscal 2023 business optimization costs ($0.81 per diluted share).
The following table presents the EPS, ROIC growth, and relative TSR threshold (minimum), target, and maximum objectives under our FY24-FY26 LTI plan, which was established by the Board of Directors in June 2023, and our actual adjusted EPS, ROIC growth, and relative TSR under the plan for the three-fiscal-year period ended May 31, 2026:
PERFORMANCE MEASURE AND WEIGHTING THRESHOLD TARGET MAXIMUM ACTUAL FY24-FY26 Adjusted EPS 50% $47.92 $55.24 $63.27 $56.21* FY24-FY26 ROIC 25% 60 bps 120 bps 370 bps 110 bps FY24-FY26RelativeTSR 25% Higher than 50° or 75* or 72.9%
Opercentile higherpercentile higher percentile
* The actual aggregate adjusted EPS consists of $17.78 for fiscal 2024, $18.19 for fiscal 2025, and $20.24 for fiscal 2026. See Appendix C fora reconciliation of the applicable non-GAAP EPS measure to the corresponding GAAP EPS measure.
The following table shows the threshold, target, and maximum payout opportunities under the FY24-FY26 LTI cash plan and the actual payout to the named executive officers:
THRESHOLD TARGET LTI MAXIMUM ACTUALLTI
LTIPAYOUT™ PAYOUT LTIPAYOUT PAYOUT NAME ($) ($) ($) ($) R. Subramaniam 1,375 5,500,000 11,000,000 7,106,000 J. Dietrich 500 2,000,000 4,000,000 2,554,000 V. Talwar@ 122 486,111 972,222 628,056 B.A. Carere 438 1,750,000 3,500,000 2,261,000 T.B. Brightman 438 1,750,000 3,500,000 2,261,000
S. Krishnasamy®) _ — — =
©) Assumes relative TSR is at 0.1 percentile.
@) Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025. His payout for the FY24-FY 26 LTI plan was prorated based on his start date.
©) mr. Krishnasamy, who separated from FedEx effective October 31, 2025, was not eligible to receive a payout under the FY24-FY26 LTI plan under the terms of his Separation and Release Agreement with FedEx executed on August 10, 2025.
2026 Proxy Statement 59
Executive Compensation — Compensation Discussion and Analysis
Future LTI Payout Opportunities
In addition to the LTI plan for FY24-FY26, the Board and Compensation & HR Committee previously approved LTI plans for FY25-FY27 and FY26-FY28 (collectively, the “Active LTI plans”). Each of the Active LTI plans included the same three performance metrics as the FY24-FY26 LTI plan.
In consideration of the impact on the LTI plans of the Spin-Off and the change in the Company’s fiscal year end, on March 9, 2026, the Board of Directors, upon the recommendation of its Compensation & HR Committee, approved changes to the Active LTI plans. The effects of the amendments were to (1) measure actual performance under each LTI plan through the end of FY26 using the original performance goals of the applicable plan and (2) assume target performance for the remaining period of
each applicable plan, with payouts to be calculated under each LTI plan using a weighted average of actual performance measured through the end of FY26 and target performance for the remainder of the applicable plan period, as set forth below:
PAYOUT PROJECTED LTI PLAN FY25 FY26 FY27 FY28 CALCULATION* PAYOUT* Actual FY25 Actual FY26 5 67% actual performance; 5 eer Performance = Performance Tangent yeay 33% target Taig Actual FY26 j ‘ 33% actual performance; ‘5 FY26-FY28 Partormance Target (100)% Target (100)% 67% target 95.9%
* Projected payouts are based on actual fiscal 2025 and fiscal 2026 performance, as applicable, and assumed target performance for remaining years in each plan performance period.
There was no acceleration of vesting or payouts under the Active LTI plans. Payouts will be made after May 31, 2027, or May 31, 2028, as applicable.
In approving the amendments, the Compensation & HR Committee sought to preserve the original pay-for-performance intent of the active LTI plans while addressing the significant effects of the Spin-Off and FedEx’s transition to a calendar-year fiscal year. FedEx Freight comprised one of FedEx’s two reportable segments, and following the Spin-Off and resulting loss of revenue
from FedEx Freight, all financial targets under the Active LTI plans would have required significant adjustment. In addition, the change in FedEx’s fiscal year end from May 31 to December 31 presented additional complexity in terms of measuring performance even if metrics were adjusted as well as tax issues under Section 409A of the Internal Revenue Code. The Compensation & HR Committee determined not to accelerate the vesting or payout of the Active LTI plans, and instead determined that measuring actual performance through the end of fiscal 2026 and assuming target performance for the remainder of the applicable performance periods represented the most appropriate and equitable approach under the circumstances. This methodology held participants accountable for actual performance achieved for fiscal 2025 and fiscal 2026, avoided the need to establish new performance goals or make speculative assumptions regarding future performance following the Spin-Off and fiscal-year transition, and maintained the intended retention value of the plan through their performance periods. The Compensation & HR Committee also determined to cap the total payout under each Active LTI plan at 100%.
The Compensation & HR Committee concluded that assuming target performance for the remainder of the performance periods was the most neutral approach because it neither rewarded participants for future performance that had not yet been achieved nor penalized them for performance that could no longer be measured as originally designed. The Compensation & HR Committee believed this approach preserved the integrity of the original program design, maintained alignment with stockholder interests, avoided unintended windfalls or outcomes driven by the Spin-Off and fiscal-year transition rather than management performance, and provided a fair and consistent framework for determining payouts during a period of significant corporate change based
on actual performance through May 31, 2026 and assumed target performance for the remaining performance periods.
The amendments to the LTI plans are effective for all participants in the LTI plans who remain employees of FedEx following the Spin-Off.
so FedEx.
Executive Compensation — Compensation Discussion and Analysis
The following table sets forth the future payouts for the named executive officers under the active LTI plans.
PERFORMANCE PROJECTED ACTUAL
NAME PERIOD ($) FY26-FY28 7,739,130 J.W. Dietrich™ FY25-FY27 1,090,555 FY26-FY28 745,889 V. Talwar@ FY25-FY27 807,430 FY26-FY28 1,585,014 B.A. Carere FY25-FY27 1,321,250 FY26-FY28 1,678,250 T.B. Brightman FY25-FY27 1,321,250 FY26-FY28 1,678,250 S. Krishnasamy® FY25-FY27 — FY26-FY28 —
©) Under the terms of the applicable LTI plan, Mr. Dietrich, who separated from the Company effective July 31, 2026, is eligible for payouts under the FY25-FY27 and FY26-FY28 LTI plans based on the portion of the applicable three-fiscal-year period during which he was employed. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement with John W. Dietrich” on page 87.
@ mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025.
Amounts shown are prorated to reflect potential payouts under each of the FY25 — FY27, and FY26 — FY28 LTI plans based on his start date.
Pursuant to the Separation and Release agreement between FedEx and Mr. Krishnasamy entered into on August 10, 2025, Mr. Krishnasamy is
not eligible to receive any future LTI plan payments, prorated or otherwise. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement with Sriram Krishnasamy” on page 88.
(3
Long-Term Equity Incentives — Stock Options and Restricted Stock
Our primary objective in providing long-term equity incentives to executive officers is to further align their interests with those of our stockholders by facilitating significant ownership of FedEx stock by the officers. This creates a direct link between their compensation and long-term stockholder return. Equity awards also serve as an effective retention and motivational vehicle, focusing executive officers on the long-term success of FedEx and rewarding them when the stock price appreciates. During fiscal 2026, the Compensation & HR Committee again reviewed our long-term equity incentive programs and determined that they continue to be appropriate for FedEx.
Amount
Stock options and restricted stock are generally granted to executive officers on an annual basis. As discussed above, an officer’s position and level of responsibility are the primary factors that determine the number of options and shares of restricted stock awarded to the officer in the annual grant. The number of stock options and shares of restricted stock awarded at each management level can vary from year to year. In determining how many options and shares of restricted stock should be awarded at each level, the Compensation & HR Committee may consider:
>» Target TDC levels and referenced survey data — as discussed above, we include the total target value of all annual equity- based awards (including tax payments for restricted stock awards) in our calculation of target TDC, and in evaluating the fiscal 2026 target TDC levels for our named executive officers, we referred to multiple market reference points for comparable positions in the referenced surveys;
>» The total number of shares then available to be granted; and
>» Potential stockholder dilution.
As of August 3, 2026, the total number of shares underlying options and shares of restricted stock outstanding or available for future grant under our equity compensation plans represented 8.01% of the sum of shares outstanding plus the shares underlying
options outstanding or available for future grant plus shares of restricted stock available for future grant.
Other factors that the Compensation & HR Committee may consider, especially with respect to special grants outside of the annual- grant framework, include the promotion of an officer or the desire to retain a valued executive or recognize a particular officer’s contributions. None of these factors is given any particular weight and the specific factors used may vary among individual executive officers.
Timing Equity 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 historically were approved annually at the June meeting of the
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Executive Compensation — Compensation Discussion and Analysis
Compensation & HR Committee. The date of this meeting is generally scheduled at least one year in advance. If the meeting date is not ona business day, the grant date is the next business day. However, if the meeting date falls within a blackout period when trading in FedEx securities is prohibited under our Securities Manual, the Compensation & HR Committee may approve the awards but make them effective as of a future grant date that falls outside of such blackout period.
Throughout the year, equity awards are made to new hires, promoted employees, and, in certain circumstances, as a reward for exceptional performance or for motivational or retention purposes. When the Compensation & HR Committee approves a special grant outside of the annual-grant framework, such grants are typically made at a regularly scheduled meeting and the grant date of the awards is the approval date or the next business day, if the meeting does not fall on a business day. If the grant is made in connection with the promotion of an individual or the election of an officer, the grant date may be the effective date of the individual’s promotion or the officer’s election, if such effective date is after the approval date. If the meeting date falls within a blackout period when trading in FedEx securities is prohibited under our Securities Manual, the Compensation & HR Committee may approve the awards but make them effective as of a future grant date that falls outside of such blackout period. The Compensation & HR Committee may, to the extent permitted by FedEx’s equity compensation plans, delegate to one or more FedEx officers the authority to grant equity awards to eligible individuals who are not Section 16 officers or non-management Board members.
In addition, with respect to the timing of our equity awards:
>» Wedo not time equity-based awards in coordination with the release of material, non-public information and have never had a practice of doing so; and
>» We have never timed and do not plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation.
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.
Vesting
Stock options and restricted stock granted to executive officers in fiscal 2026 vest ratably over four years beginning on the first anniversary of the grant date.
Tax Payments for Restricted Stock Awards
Historically, when granting restricted stock, FedEx first determined the total target value of the award and then approves the delivery of that value in two components: restricted stock and cash payment of taxes due. Therefore, the total target value of the award is the same as if there were no tax payments. In particular, because the amount of the tax payment is included in the calculation of the target value of the restricted stock award, the officers receive fewer shares in each award than they would in the absence of the tax payment: fewer by an amount equal in value to the tax payment.
This methodology prevents the need for an officer to make a disposition of FedEx stock to cover the tax consequences of a restricted stock award and dilute his or her interest in FedEx. Conversely, absent the tax payment, the number of shares received in each award would be larger by an amount equal in value to the forgone tax payment, thereby having a dilutive effect on our stockholders’ equity interest in FedEx. While SEC disclosure rules require that these payments be included with tax reimbursement payments and reported as “other compensation” in the Summary Compensation Table, we do not believe these payments are “tax gross-ups” in the conventional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. Beginning in TY 2026, equity awards will consist of restricted stock unit awards, with no related tax payment; recipients will be responsible for payment of the taxes upon settlement of the restricted stock units.
Voting and Dividend Rights on Restricted Stock
Holders of restricted stock are entitled to vote and receive any dividends on such shares.
62 FedEx.
Executive Compensation — Compensation Discussion and Analysis
Fiscal 2026 Awards
The named executive officers were granted annual stock option and restricted stock awards during fiscal 2026 as follows:
NUMBER OF SHARES OF NAME NUMBER OF STOCK OPTIONS RESTRICTED STOCK R. Subramaniam 49,865 10,100 J.W. Dietrich 20,135 4,350 V. Talwar™ 15,704 9,302 B.A. Carere 16,105 4,080 T.B. Brightman 16,105 4,080 S. Krishnasamy 16,105 4,080
© Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025. The number of stock options and shares of restricted stock awarded reflect a prorated annual grant award, plus an inducement award of 5,315 shares of restricted stock.
The amount reported for restricted stock awards in the Summary Compensation Table reflects the average of the high and low prices of FedEx common stock on the NYSE on the grant date.
2026 Proxy Statement 63
Executive Compensation —- Compensation Discussion and Analysis
Equity Incentive Industry Leadership Program
In June 2025, the Board, upon the recommendation of the Compensation & HR Committee, approved the Equity Incentive Industry Leadership Program to support the continued execution of FedEx’s strategy and reinforce a distinct, multi-year transformation objective. The program links compensation to sustained operating margin expansion through fiscal 2028 —a key measure of successful transformation execution and long-term value creation that extends beyond the objectives and performance periods of FedEx’s annual and long-term incentive programs. Approximately 80 senior vice presidents and above participated in the program, establishing broad-based alignment around this critical strategic objective.
The Equity Incentive Industry Leadership Program consisted of one-time grants of restricted stock and PSUs. The restricted stock awards are intended to support leadership continuity over a sustained period of time, while the PSUs vest based on the achievement of significant adjusted operating margin expansion through fiscal 2028, directly aligning executive rewards with long-term stockholder value creation.
The restricted stock awards vest ratably over four years beginning on the first anniversary of the grant date. The PSUs will vest based on the extent to which fiscal 2028 adjusted consolidated operating margin (excluding the FedEx Freight segment) exceeds fiscal 2025 adjusted consolidated operating margin (excluding the FedEx Freight segment). As a result, participants will realize value from the PSU component only if FedEx achieves meaningful operating margin improvement and delivers long-term value creation for stockholders.
The Compensation & HR Committee and the Board considered the following key factors when designing the Equity Incentive Industry Leadership Program:
>» Focus on operating margin expansion at Federal Express Corporation, excluding the FedEx Freight segment, a key measure of the successful execution of FedEx’s transformation strategy and long-term value creation.
>» Strong pay-for-performance, with participants realizing value only if FedEx achieves meaningful adjusted operating margin improvement over a 3-year period relative to fiscal 2025 performance levels.
>» Alignment with stockholders, denominating and paying awards in shares, with value rising and falling with share price over a multi-year period.
The payout for the PSUs will be determined based on the number of basis points by which fiscal 2028 adjusted consolidated operating margin (excluding the FedEx Freight segment, if applicable) exceeds fiscal 2025 adjusted consolidated operating margin (excluding the FedEx Freight segment), as follows:
ADJUSTED CONSOLIDATED OPERATING
PAYOUT MARGIN IMPROVEMENT 0% Less than 100 basis points 25% (Threshold Payout) 100 basis points 50% 200 basis points 100% (Target Payout) 300 basis points 150% (Maximum Payout) Greater than or equal to 400 basis points
The PSUs will conditionally vest on December 31, 2028 subject to the achievement of the performance metric discussed above and accrue dividend equivalent rights that are reinvested in additional PSUs. If the PSU recipient’s service as an employee of FedEx terminates prior to the end of fiscal 2028 for any reason, all PSUs will be immediately forfeited and cancelled.
The table below sets forth the target value and number of restricted stock awards awarded on June 26, 2025, and the target value and number of performance stock units awarded on September 29, 2025 to the named executive officers pursuant to the Equity Incentive Industry Leadership Program:
RESTRICTED STOCK PERFORMANCE STOCK UNITS
TARGET NUMBER OF TARGET TARGET NUMBER OF NAME VALUE ($) SHARES VALUE ($) SHARES R. Subramaniam 2,787,500 7,580 2,787,500 11,768 J.W. Dietrich™ 825,000 2,245 825,000 3,483 V. Talwar _— _— 825,000 3,483 B.A. Carere 825,000 2,245 825,000 3,483 T.B. Brightman 825,000 2,245 825,000 3,483 S. Krishnasamy®) 825,000 2,245 _ —
64 FedEx.
Executive Compensation — Compensation Discussion and Analysis
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Mr. Dietrich separated from FedEx effective July 31, 2026. Per the terms of the PSUs, his PSU awards were forfeited upon his separation. 2
Mr. Talwar joined FedEx as Executive Vice President, Chief Digital and Information Officer and President, Dataworks on August 15, 2025, and did not receive shares of restricted stock as part of the Equity Incentive Industry Leadership Program but did receive PSUs as part of the Equity Incentive Industry Leadership Program.
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Mr. Krishnasamy separated from FedEx effective October 31, 2025, and did not receive PSUs under the Equity Incentive Industry Leadership Program.
Adjustments to Equity Awards in Connection with the Spin-Off
In connection with the Spin-Off, equity awards held by the named executive officers were adjusted in a manner intended to maintain the intrinsic economic value of the awards before and after the Spin-Off. Following the Spin-Off, the material terms of the outstanding equity awards, such as the vesting schedule and any termination protections, will generally continue unchanged, as equitably adjusted to reflect the Spin-Off. Unless otherwise noted, information in this proxy statement regarding FedEx equity awards before the Spin-Off reflects stock prices, share numbers, exercise price, and award value before these adjustments.
One-time Special Cash Bonus
In addition to our annual AIC and LTI programs, the Board recognized that FedEx’s exceptional fiscal 2026 performance was driven by the collective efforts of a broad leadership team across the Company. Accordingly, in June 2026, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved a one-time special cash bonus pool for all eligible managing directors and above of the Company, representing approximately 1,100 employees, in recognition of their outstanding execution and the results achieved through the successful advancement of the Company’s transformation.
The Compensation & HR Committee determined that the extraordinary financial performance achieved in fiscal 2026 and the successful execution of significant strategic initiatives, including the Spin-Off, were accomplished despite challenging macroeconomic and industry conditions. In approving the special bonus pool, the Board and Compensation & HR Committee considered a number of key achievements during fiscal 2026, including above-plan adjusted consolidated operating income, structural cost savings that exceeded management’s publicly announced target of $1 billion, successful execution of key transformation initiatives, and disciplined capital allocation.
The Compensation & HR Committee concluded that these achievements reflected value creation generated by a broad-based leadership group and extended beyond the outcomes reflected in FedEx’s regular annual and long-term incentive programs. The special bonus was therefore intended to recognize the collective contributions of the company’s leadership team in delivering exceptional results for stockholders while advancing FedEx’s long-term strategic objectives.
Bonus payouts opportunities under the special bonus pool were established by officer level, and actual payouts were determined based on individual performance.
The one-time special cash bonus payments to FedEx’s named executive officers are as follows:
NAME ONE-TIME SPECIAL CASH BONUS ($) R. Subramaniam 1,900,000 J.W. Dietrich _— V. Talwar 600,000 B.A. Carere 850,000 T.B. Brightman 850,000
S. Krishnasamy _—
Transition Year (“TY”) 2026 Compensation Plans
To facilitate the transition to a calendar-year fiscal year and align FedEx’s compensation program with its future fiscal calendar, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the TY 2026 AIC Plan and TY 2026 Equity Plan.
The Compensation & HR Committee designed the TY 2026 compensation programs to maintain continuity in FedEx’s pay-for- performance philosophy while reflecting the abbreviated seven-month performance period. The TY 2026 plans are separate from, and do not modify FedEx’s normal course annual and long-term plans. Instead, the TY 2026 plans are intended to provide incentive opportunities during the transition period until the new fiscal year commences on January 1, 2027. Accordingly, the annual incentive opportunities and equity award values are proportionate to the shortened performance period. The Compensation & HR Committee determined that stock options and restricted stock units (“RSUs”) provided an appropriate transitional equity structure that preserved alignment with stockholder interests while avoiding overlapping long-term performance cycles during the fiscal-year transition.
2026 Proxy Statement 65
Executive Compensation — Compensation Discussion and Analysis
TY 2026 AIC Plan
In June 2026, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the TY 2026 AIC Plan for the 7-month performance period for June 1 through December 31, 2026. The TY 2026 AIC Plan includes two performance metrics: (1) adjusted consolidated operating income growth, weighted at 90% of the total payout opportunity; and (2) on-time enterprise service performance, weighted at 10% of the total payout opportunity. Given the abbreviated performance period and FedEx’s transition to a calendar-year fiscal year, the Compensation & HR Committee simplified the incentive framework and increased the weighting of adjusted consolidated operating income growth to 90%, while retaining a 10% weighting for on- time service performance to maintain focus on operational excellence and the customer experience.
The Compensation & HR Committee determined that DRIVE-related structural cost savings would not be included as a standalone metric under the TY 2026 AIC Plan because the principles and disciplines underlying DRIVE had become embedded in the Company’s operating model and day-to-day management processes. As a result, the Compensation & HR Committee believed that adjusted consolidated operating income growth was the most appropriate primary performance metric for the seven- month transition period because it captures the cumulative impact of FedEx’s key value drivers, including profitability, pricing, productivity, cost discipline, and transformation initiatives.
The maximum payout opportunity under TY 2026 AIC Plan for executive officers is 150% of the target. However, the actual payout for 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 TY 2026 AIC Plan targets for the named executive officers are the same as those for fiscal 2026 AIC