Exhibit 99.1
Compensation Arrangements with Outside Directors
In September 2018, the Board of Directors and its Compensation Committee conducted their annual review ofnon-management (outside) director compensation and approved an increase in the annual retainer from $130,000 to $132,000, but no change in the committee chairperson fees.
Accordingly, outside directors are now paid an annual retainer of $132,000. 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 2018 annual meeting received a stock option for 2,780 shares of FedEx common stock.
Any outside director who is elected to the Board after the 2018 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 eachin-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 114 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.
