SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Michael C. Lenz will retire from his position as Executive Vice President and Chief Financial Officer of FedEx Corporation (“FedEx” or “the Company”), effective July 31, 2023. Beginning August 1, 2023, Mr. Lenz will serve as a Senior Advisor reporting to FedEx’s President and Chief Executive Officer until his retirement as an employee of the Company on December 31, 2023. Mr. Lenz’s retirement is not the result of any disagreement with the Company with respect to any matter relating to the Company’s financial controls, financial statements, operations, policies, or practices.
On June 19, 2023, Mr. Lenz and the Company entered into a separation and release agreement (the “Agreement”). The material terms of the Agreement are summarized below:
Separation Date. Mr. Lenz will retire from his position as Executive Vice President and Chief Financial Officer effective July 31, 2023. Beginning August 1, 2023, he will serve as a Senior Advisor reporting to FedEx’s President and Chief Executive Officer until his retirement as an employee on December 31, 2023 (the “separation date”).
Non-Compete Agreement. Mr. Lenz has agreed that for two years following the separation date, he will not engage as a principal, employee, agent, consultant, or independent contractor for, or act in any other capacity with, United Parcel Service, Inc., DHL, the U.S. Postal Service, or Amazon.com, Inc.
Payments and Benefits. Following the separation date, on or before January 31, 2024, Mr. Lenz will receive a cash payment of $1,379,480. In addition, FedEx has agreed to reimburse Mr. Lenz for the costs of preparing and filing his 2023 income tax returns in accordance with FedEx’s generally applicable policies for reimbursing officers for such costs, provided that Mr. Lenz submits such request for reimbursement in writing no later than May 31, 2024.
Release of Claims. The Agreement contains a general release of claims that Mr. Lenz may have against FedEx and its subsidiaries and affiliated companies, and their respective affiliates and related parties.
The Agreement is attached as Exhibit 99.1 and incorporated herein by reference.
Mr. Lenz will continue to receive his current base salary through the separation date. He is eligible to receive prorated payouts, if any, under FedEx’s fiscal 2024 annual incentive compensation plan (the “2024 AIC Plan”) and FedEx’s FY22–FY24, FY23–FY25, and FY24–FY26 long-term incentive plans (collectively, the “Active LTI Plans”) based on his current position as Executive Vice President and Chief Financial Officer and the portion of fiscal 2024 (with respect to the 2024 AIC Plan) and the portion of the applicable three-fiscal-year period (with respect to the Active LTI Plans) during which he was employed, in accordance with the terms of those plans. The vesting and exercise rights of his stock options and restricted stock will be governed by the terms of FedEx’s 2010 and 2019 Omnibus Stock Incentive Plans (“Stock Plans”). Additional details regarding the Company’s AIC plans, LTI plans, and Stock Plans are included in FedEx’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 8, 2022.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
