Exhibit 99.1
Compensation Arrangements with Outside Directors
In September 2017, the Board of Directors and its Compensation Committee conducted their annual review of non-management (outside) director compensation and approved an increase in the annual retainer from $125,000 to $130,000, but no change in the committee chairperson fees.
Accordingly, outside directors are now paid an annual retainer of $130,000. Chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees are paid an additional annual fee of $15,000. The Audit Committee chairperson is paid an additional annual fee of $25,000. In addition, each outside director who was elected at FedEx’s 2017 annual meeting received a stock option for 3,015 shares of FedEx common stock.
Any outside director who is elected to the Board after the 2017 annual meeting will receive the applicable pro rata portion of the annual retainer and stock option grant in connection with his or her election.
In response to a stockholder demand letter, a special committee has been formed. Members of the special committee are paid $2,000 for each in-person meeting attended and $1,500 for each telephonic meeting attended.
The Compensation Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies with annual revenues between $25 billion and $100 billion (this year’s comparison group included 103 companies (which are listed onAppendix A attached hereto) and was based on proxy statement data provided by a third-party compensation data provider). Before making a recommendation regarding director compensation to the Board, the Compensation Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.
Appendix A
3M Company
AbbVie Inc.
Accenture plc
Aetna Inc.
Alimentation Couche Tard Inc.
Allstate Corp.
Alphabet Inc.
Altria Group, Inc.
American Airlines Group Inc.
American Express Co.
American International Group, Inc.
Anheuser-Busch InBev SA/NV
Anthem, Inc.
Archer-Daniels-Midland Company
Avnet, Inc.
Bank of America Corp.
Best Buy Co., Inc.
BHP Billiton Limited
The Boeing Company
Brookfield Asset Management Inc.
BT Group plc
Bunge Limited
Caterpillar Inc.
Centene Corp.
Charter Communications, Inc.
CHS Inc.
Chubb Ltd
CIGNA Corp.
Cisco Systems, Inc.
Citigroup Inc.
The Coca-Cola Company
Comcast Corporation
Compass Group PLC
Deere & Company
Delta Air Lines, Inc.
The Dow Chemical Company
Energy Transfer Equity, L.P.
Exelon Corporation
F. Hoffman-La Roche Ltd
Facebook Inc.
FRP Holdings, Inc.
General Dynamics Corporation
George Weston Limited
Gilead Sciences Inc.
The Goldman Sachs Group, Inc.
Great-West Lifeco Inc.
HCA Healthcare, Inc.
Hewlett Packard Enterprise Co
The Home Depot, Inc.
A-1
Honeywell International Inc.
HP Inc.
HSBC Holdings plc
Humana Inc.
Intel Corporation
International Business Machines Corporation
Johnson & Johnson
Johnson Controls International plc
JPMorgan Chase & Co.
Kraft Heinz Co.
Lockheed Martin Corporation
Lowe’s Companies, Inc.
LyondellBasell Industries N.V.
Macy’s, Inc.
Marathon Petroleum Corporation
Medtronic plc
Merck & Co., Inc.
MetLife, Inc.
Microsoft Corporation
Mondelez International, Inc.
Morgan Stanley
Nestlé S.A.
NIKE, Inc.
Novartis AG
Oracle Corporation
PepsiCo, Inc.
Pfizer Inc.
Philip Morris International Inc.
Phillips 66
The Procter & Gamble Company
Prudential Financial, Inc.
Rio Tinto plc
Rite Aid Corporation
Royal Bank of Canada
Schlumberger Limited
Sprint Corporation
Sysco Corporation
Target Corporation
Tech Data Corporation
Time Warner Inc.
The TJX Companies, Inc.
T-Mobile US, Inc.
The Travelers Companies, Inc.
Twenty-First Century Fox, Inc.
Tyson Foods, Inc.
Unilever N.V.
United Continental Holdings, Inc.
United Parcel Service, Inc.
United Technologies Corporation
Valero Energy Corporation
Vodafone Group Public Limited Company
A-2
The Walt Disney Company
Wells Fargo & Company
World Fuel Services Corporation
A-3
