Exhibit 99.1
Compensation Arrangements with Outside Directors
In September 2020, the Board of Directors and its Compensation Committee conducted their annual review of non-management (outside) director compensation and approved no change in the annual retainer or committee chairperson fees.
Accordingly, outside directors continue to be 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 2020 annual meeting received a stock option for 2,590 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 2020 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 95 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
Alimentation Couche-Tard Inc.
The Allstate Corporation
Altria Group, Inc.
American Airlines Group Inc.
American Express Company
American International Group, 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.
Centene Corporation
Charter Communications, Inc.
CHS Inc.
Chubb Limited
Cisco Systems, Inc.
Citigroup Inc.
The Coca-Cola Company
ConocoPhillips
Deere & Company
Dell Technologies Inc.
Delta Air Lines, Inc.
Dollar General Corporation
Dow Inc.
Duke Energy Corporation
Enbridge Inc.
Energy Transfer L.P.
Enterprise Products Partners L.P.
Exelon Corporation
Facebook, Inc.
Federal National Mortgage Association
General Dynamics Corporation
General Electric Company
The Goldman Sachs Group, Inc.
Great-West Lifeco Inc.
HCA Healthcare, Inc.
Hewlett Packard Enterprise Company
Honeywell International Inc.
HP Inc.
Humana Inc.
Intel Corporation
International Business Machines Corporation
A-1
Jabil Inc.
Johnson & Johnson
Lockheed Martin Corporation
Lowe’s Companies, Inc.
LyondellBasell Industries N.V.
Macy’s, Inc.
Manulife Financial Corporation
Medtronic Public Limited Company
Merck & Co., Inc.
MetLife, Inc.
Mondelez International, Inc.
Morgan Stanley
NIKE, Inc.
Northrop Grumman Corporation
Oracle Corporation
PACCAR Inc.
PepsiCo, Inc.
Pfizer Inc.
Philip Morris International Inc.
Plains All American Pipeline, L.P.
Plains GP Holdings, L.P.
The Proctor & Gamble Company
The Progressive Corporation
Prudential Financial, Inc.
Publix Super Markets, Inc.
Raytheon Company
Raytheon Technologies Corporation
Schlumberger N.V.
Sprint Corporation
Starbucks Corporation
StoneX Group Inc.
Suncor Energy Inc.
Sysco Corporation
Target Corporation
Tech Data Corporation
Thermo Fisher Scientific Inc.
The TJX Companies, Inc.
T-Mobile US, Inc.
The Travelers Companies, Inc.
Tyson Foods, Inc.
United Airlines Holdings, Inc.
United Parcel Service, Inc.
US Foods Holding Corp.
ViacomCBS Inc.
The Walt Disney Company
Wells Fargo & Company
World Fuel Services Corporation
A-2