Exhibit 99.1
Compensation Arrangements with Outside Directors
In September 2021, 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 $132,000 to $140,000, but no change in the committee chairperson fees. This is the first increase in the annual retainer for outside directors since September 2018.
Accordingly, outside directors are now paid an annual retainer of $140,000. 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 2021 annual meeting received a stock option for 2,850 shares of FedEx common stock. Outside directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares.
Any outside director who is elected to the Board after the 2021 annual meeting will receive the applicable pro rata portion of the annual retainer and stock option grant in connection with his or her election.
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 86 companies, which are listed on Appendix 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
Abbott Laboratories
AbbVie Inc.
Accenture plc
Albertsons Companies, Inc.
Alimentation Couche-Tard Inc.
The Allstate Corporation
Altria Group, Inc.
American Express Company
American International Group, Inc.
Amgen Inc.
Archer-Daniels-Midland Company
Arrow Electronics, Inc.
Bank of America Corporation
Best Buy Co., Inc.
The Boeing Company
Bristol Myers Squibb Company
Caterpillar Inc.
Charter Communications, Inc.
Chevron Corporation
CHS Inc.
Chubb Limited
Cisco Systems, Inc.
Citigroup Inc.
The Coca-Cola Company
Deere & Company
Dell Technologies Inc.
Dollar General Corporation
Dollar Tree, Inc.
Dow Inc.
Enbridge Inc.
Energy Transfer L.P.
Enterprise Products Partners L.P.
Exelon Corporation
Facebook, Inc.
General Dynamics Corporation
General Electric Company
The Goldman Sachs Group, Inc.
HCA Healthcare, Inc.
Hewlett Packard Enterprise Company
Honeywell International Inc.
HP Inc.
Humana Inc.
Intel Corporation
International Business Machines Corporation
Jabil Inc.
Johnson & Johnson
Kraft Heinz Company
A-1
Lockheed Martin Corporation
Lowe’s Companies, Inc.
LyondellBasell Industries N.V.
Marathon Petroleum Corporation
Medtronic Public Limited Company
Merck & Co., Inc.
MetLife, Inc.
Mondelez International, Inc.
Morgan Stanley
NIKE, Inc.
Northrop Grumman Corporation
Oracle Corporation
PepsiCo, Inc.
Performance Food Group Company
Pfizer Inc.
Philip Morris International Inc.
Phillips 66
The Proctor & Gamble Company
The Progressive Corporation
Prudential Financial, Inc.
Publix Super Markets, Inc.
Raytheon Technologies Corporation
StoneX Group Inc.
Sysco Corporation
Target Corporation
Tech Data Corporation
Tesla, Inc.
Thermo Fisher Scientific Inc.
The TJX Companies, Inc.
T-Mobile US, Inc.
The Travelers Companies, Inc.
Tyson Foods, Inc.
United Natural Foods Inc.
United Parcel Service, Inc.
Valero Energy Corporation
ViacomCBS Inc.
The Walt Disney Company
Wells Fargo & Company
A-2