Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information About Our Directors and Executive Officers

The following sets forth certain information as of August 5, 2026, regarding our executive officers and directors.

Name						Age						Position
Executive Officers
John A. Smith						64						President, Chief Executive Officer and Director
Clement Edward Klank III						58						Executive Vice President — Chief Human Resources and Legal Officer
Michael B. Lyons						47						Executive Vice President — Chief Specialized Services and Commercial Officer
Clinton D. McCoy						53						Executive Vice President — Chief Operating Officer
Michael Rodgers						62						Executive Vice President — Chief Technology Officer
Marshall W. Witt						60						Executive Vice President — Chief Financial Officer
Directors
R. Brad Martin						74						Chairman of the Board
Jeffrey A. Davis						63						Director
Donald E. Frieson						68						Director
Stephen E. Gorman						71						Director
Robert A. King						68						Director
Cindy J. Miller						64						Director
Amy J. Salcido						54						Director
John P. Sauerland						62						Director
Samantha M. Smith						40						Director

Executive officers are elected by, and serve at the discretion of, the Board. There is no arrangement or understanding between any executive officer or person chosen to become an executive officer and any person, other than a director or executive officer of FedEx Freight or of any of its subsidiaries acting solely in his or her official capacity, pursuant to which any executive officer or person chosen to become an executive officer was selected. There are no family relationships between any executive officer and any other executive officer or director of FedEx, or any person nominated or chosen to become a director or executive officer. The following are brief biographies describing the background of our executive officers and directors.

Executive Officers

John A. Smith serves as a member of our Board and as President and Chief Executive Officer of FedEx Freight, a position he has held since the Spin-Off. He previously served as Chief Operating Officer, United States and Canada of Federal Express, the world’s largest express transportation company, from June 2024 to May 31, 2026; President and Chief Executive Officer, U.S. and Canada Ground Operations of Federal Express from April 2023 to May 2024; President and Chief Executive Officer of FedEx Ground Package System, Inc. (“FedEx Ground”), a wholly owned subsidiary of FedEx, from June 2021 to April 2023; President and Chief Executive Officer — Elect of FedEx Ground from March 2021 to May 2021; President and Chief Executive Officer of FedEx Freight from August 2018 to February 2021; President and Chief Executive Officer — Select of FedEx Freight from May 2018 to August 2018; Senior Vice President, Operations, of FedEx Freight from May 2015 to May 2018; Vice President, Safety, Fleet Maintenance and Facilities Services, of FedEx Freight from June 2011 to May 2015; Vice President, Operations, of FedEx National LTL, Inc. from April 2010 to June 2011; Vice President, Transportation/Fleet Maintenance, of FedEx National LTL, Inc. from March 2008 to April 2010; and various management positions at FedEx Freight from 2000 to 2008. Additionally, Mr. Smith serves on the board of the American Transportation Research Institute. We believe Mr. Smith is well-qualified to serve as a member of our Board because of his extensive experience in the transportation industry and across every area of the FedEx Freight business.

Clement Edward Klank III serves as our Executive Vice President — Chief Human Resources and Legal Officer, a position he has held since the Spin-Off. He previously served as Senior Vice President — Chief Human Resources and Legal Officer of FedEx Freight from July 2025 to May 31, 2026; Corporate Vice President, Corporate Governance, Securities & Tax Law of FedEx from September 2019 to July 2025; Corporate Vice President, Securities and Corporate Law of FedEx from June 2017 to September 2019; and Staff Vice President, Securities and Corporate Law of FedEx from June 2015 to June 2017. From 1998 to 2015, Mr. Klank held various positions with increasing responsibility in the FedEx legal and corporate development departments.

Michael B. Lyons serves as our Executive Vice President — Chief Specialized Services and Commercial Officer, a position he has held since the Spin-Off. He previously served as Senior Vice President — Chief Specialized Services and Commercial Officer of FedEx Freight from June 2025 to May 31, 2026; Senior Vice President, FedEx Custom Critical and Freight Strategy of FedEx Freight from August 2024 to June 2025; Vice President, Freight Strategy of FedEx Freight from May 2024 to August 2024; Vice President, Financial

-60-

Planning & Analysis of FedEx Freight from July 2020 to May 2024; Managing Director, Financial Planning & Analysis of FedEx Freight from February 2019 to July 2020; and Operations Executive Advisor of FedEx Freight from August 2007 to February 2019.

Clinton D. McCoy serves as our Executive Vice President — Chief Operating Officer, a position that he has held since the Spin-Off. He previously served as Senior Vice President — Chief Operating Officer of FedEx Freight from February 2025 to May 31, 2026; Senior Vice President, Operations Support & Engineering at FedEx Freight from November 2021 to February 2025; Vice President, Multimodal of FedEx Freight from July 2021 to November 2021; Vice President, Engineering and Quality Assurance of FedEx Freight from April 2019 to July 2021; and Managing Director, District Operations of FedEx Freight from May 2016 to March 2019.

Michael Rodgers serves as our Executive Vice President — Chief Technology Officer, a position that he has held since the Spin-Off. He previously served as Senior Vice President — Chief Technology Officer of FedEx Freight from June 2025 to May 31, 2026; Chief Technology Officer of Pilot Travel Centers from 2015 to 2024; Executive Vice President, Omni-Channel, of J. C. Penney Company, Inc. from 2014 to 2015; and Executive Vice President, Chief Information & Operations Officer of Saks Incorporated from 2007 to 2014. He possesses extensive experience in technology and digital leadership in the transportation and retail industries.

Marshall W. Witt serves as our Executive Vice President — Chief Financial Officer, a position that he has held since the Spin-Off. He previously served as Senior Vice President — Chief Financial Officer of FedEx Freight from October 2025 to May 31, 2026; and Chief Financial Officer of TD SYNNEX from April 2013 to October 2025. He possesses significant capital allocation, mergers and acquisitions, and spin-off experience, having overseen TD SYNNEX’s spin-off of Concentrix in 2020. Prior to joining TD SYNNEX, Mr. Witt served as Senior Vice President of Finance and Controller at FedEx Freight. During his initial 15-year tenure at FedEx, Mr. Witt held progressive financial and operational roles.

Directors

R. Brad Martin serves as the Chairman of our Board. He serves as executive Chairman and Chairman of the Board of FedEx (having served as executive Chairman since September 2025) and Chairman of RBM Venture Company, a private investment company, a position he has held since 2007. He previously served as Chairman and Chief Executive Officer of Riverview Acquisition Corp., an investment company, from April 2021 until its merger with Westrock Coffee Company (“Westrock”) in August 2022. Following that merger until March 2026, Mr. Martin served on the board of directors of Westrock. He was previously a director of Chesapeake Energy Corporation (where he served as Chairman of the Board), First Horizon National Corporation (where he chaired the executive and risk committees), Caesars Entertainment Corporation, Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc., Ruby Tuesday, Inc., and Riverview Acquisition Corp. We believe Mr. Martin is well-qualified to serve as a member of our Board because of his extensive business, finance, and leadership experience.

Jeffrey A. Davis serves as a member of our Board and its Audit and Governance Committees. Mr. Davis served as the Chief Financial Officer of Dollar Tree, Inc. from October 2022 to March 2025; Chief Financial Officer of Qurate Retail Group from October 2018 to September 2022; Chief Financial Officer of J. C. Penney Company Inc. from July 2017 to September 2018; Chief Financial Officer of Darden Restaurants, Inc. from July 2015 to March 2016; and Chief Financial Officer of the Walmart U.S. segment of Walmart Inc. from January 2014 to May 2015. Mr. Davis has served as a director of Labcorp Holdings, Inc. since December 2019 where he serves as the Chairman of the Audit Committee and as a member of the Quality and Compliance Committee. We believe Mr. Davis is well-qualified to serve as a member of our Board because of his extensive financial leadership experience across multiple industries.

Donald E. Frieson serves as a member of our Board, as chair of its Governance Committee, and as a member of the ROC. Mr. Frieson served as Executive Vice President, Supply Chain of Lowe’s Companies, Inc. from August 2018 to March 2024. He previously spent 19 years within the Walmart organization, where he served as Executive Vice President, Operations at Sam’s Club from 2014 to 2017 and Senior Vice President, Replenishment, Planning and Real Estate from 2012 to 2014. Mr. Frieson has served as a director of Casey’s General Stores, Inc. since March 2018 where he serves as a member of the Compensation and Human Capital Committee. He served as a member of the Advisory Committee for Supply Chain Competitiveness for the U.S. Department of Commerce from February 2022 to February 2024. We believe Mr. Frieson is well-qualified to serve as a member of our Board because of his significant leadership experience in supply chain management.

Stephen E. Gorman serves as a member of our Board, its HRCC, and the ROC. Mr. Gorman served as Chief Executive Officer of Air Methods Corporation, a leading domestic provider in the air medical market, from August 2018 to January 2020. He previously served as the President and Chief Executive Officer of Borden Dairy Company from 2014 to July 2017; Executive Vice President and Chief Operating Officer of Delta Air Lines, Inc. from 2008 to 2014; Executive Vice President — Operations of Delta Air Lines from 2007 to 2008; and President and Chief Executive Officer of Greyhound Lines, Inc. from 2003 to 2007. Mr. Gorman has served as a director of Peabody Energy Corporation since April 2017 where he serves as Chairman of the Nominating & Corporate Governance Committee and as a member of the Compensation Committee and the Executive Committee. He served as a director of FedEx from September 2022 to May 31, 2026, where he served as a member of the Compensation and Human Resources Committee and the Governance, Safety, and Public Policy Committee. He served as a director of ArcBest Corporation from July 2015 to August 2022 and as the company’s Lead Independent Director from January 1, 2022 until his resignation to join the FedEx Board. We believe Mr. Gorman is well-qualified to serve as a member of our Board because of his significant transportation and logistics leadership experience.

Robert A. King serves as a member of our Board and as chair of its ROC. Mr. King served as Corporate Vice President, Internal Audit at FedEx from March 2011 to January 2025. He spent over four decades of his career in the FedEx Internal Audit department, holding positions with increasing responsibility. We believe Mr. King is well-qualified to serve as a member of our Board because of his extensive financial and risk management experience during his tenure at FedEx.

-61-

Cindy J. Miller serves as a member of our Board, as chair of its HRCC, and as a member of the Governance Committee. Ms. Miller served as the President and Chief Executive Officer of Stericycle, Inc. (“Stericycle”), a medical waste transportation company, from May 2019 to November 2024 when the company was acquired by Waste Management, Inc. and as a director of the company from February 2019 to November 2024. She served as President and Chief Operating Officer of Stericycle from October 2018 to May 2019. Prior to joining Stericycle, Ms. Miller spent nearly 30 years at United Parcel Service, Inc. where she served as President, Global Freight Forwarding from April 2016 to September 2018 and as President of the European region from March 2013 to March 2016. Ms. Miller has served as a director of W.W. Grainger, Inc. since April 2024 where she serves as a member of the Board Affairs & Nominating Committee and Compensation Committee. She also serves on the Board of Trustees of the Allspring Fund complex, which includes four closed-end funds. She served as a director of UGI Corporation from 2020 to 2024. We believe Ms. Miller is well-qualified to serve as a member of our Board because of her significant leadership experience in the transportation and logistics industry.

Amy J. Salcido serves as a member of our Board, its Audit Committee, and the ROC. She served as President, U.S. of Kyndryl Holdings, Inc. (“Kyndryl”), a Fortune 500 provider of enterprise technology services spun off from International Business Machines Corporation (“IBM”) in 2021, from 2022 to 2025. She previously served as Chief Customer Engagement & Transformation Officer from 2021 to 2022. Before joining Kyndryl, Ms. Salcido held senior leadership roles at IBM, including as General Manager, Services: Retail, Consumer Products, Travel & Transportation — North America from 2020 to 2021, and as Global Vice President, New Client Acquisition from 2018 to 2020. She joined IBM in 1996 and held positions with increasing responsibility during her tenure with the company. Ms. Salcido was named No. 15 in Technology Magazine’s “Top 100 Women in Technology” in 2025. We believe Ms. Salcido is well-qualified to serve as a member of our Board because of her significant technology experience and leadership experience with large-scale public company separation.

John P. Sauerland serves as a member of our Board, as chair of its Audit Committee, and as a member of the HRCC. Mr. Sauerland served as Vice President and Chief Financial Officer of The Progressive Corporation from April 2015 to July 3, 2026 and as Personal Lines Group President of The Progressive Corporation from 2007 to 2015. He joined The Progressive Corporation in 1991 as a product manager and served in many key leadership positions during his tenure with the company. Mr. Sauerland served as a director of Beazley plc from 2016 to 2021. We believe Mr. Sauerland is well-qualified to serve as a member of our Board because of his extensive leadership experience in finance and risk management.

Samantha M. Smith serves as a member of our Board and the ROC. Ms. Smith currently serves as a staff director of global public policy at FedEx, a position she has held since November 2020. Ms. Smith joined the FedEx Government and Regulatory Affairs team in 2016. Prior to FedEx she served in various roles in communications and public affairs. We believe Ms. Smith is well-qualified to serve as a member of our Board because of her extensive experience in government affairs, public policy, and communications, including at FedEx.

Director Skills, Qualifications, and Experience

Our directors bring to the FedEx Freight Board the skills, qualifications, and experience depicted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list. It is intended to highlight notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that skill, qualification, or experience.

Director			Transportation/Logistics/ Supply Chain Management			Safety/Risk Management			Financial			Marketing			Technological/Digital/Cybersecurity			Energy			Human Resource Mgmt.			International			Government/Regulatory
B. Martin			X			X			X			X						X						X			X
J. Smith			X			X						X						X			X			X
J. Davis			X			X			X			X			X						X			X
D. Frieson			X			X															X			X			X
S. Gorman			X			X			X			X						X						X
R. King			X			X			X						X						X			X
C. Miller			X			X			X			X									X			X
A. Salcido						X			X			X			X						X			X
J. Sauerland						X			X			X			X						X						X
S. Smith			X			X						X												X			X

Board Classes

In accordance with our certificate of incorporation, our Board is currently divided into three classes (Class I, Class II, and Class III). Beginning with the fifth annual meeting of our stockholders following the Spin-Off, the Board shall cease to be classified and all directors will be elected at such annual meeting for one-year terms. The current classification and terms of our directors are as follows:

• The Class I directors are Ms. Miller and Messrs. Frieson, Sauerland, and J. Smith, and their terms will expire at the first annual meeting of our stockholders following the Spin-Off. The terms of the Class I directors elected at the first annual meeting of our stockholders following the Spin-Off will expire at the fourth annual meeting of our stockholders following the Spin-Off. The

-62-

terms of the Class I directors elected at the fourth annual meeting of our stockholders following the Spin-Off will expire at the fifth annual meeting of our stockholders.

• The Class II directors are Mr. Davis and Mses. Salcido and S. Smith, and their terms will expire at the second annual meeting of our stockholders following the Spin-Off. The terms of the Class II directors elected at the second annual meeting of our stockholders following the Spin-Off will expire at the fifth annual meeting of our stockholders following the Spin-Off.

• The Class III directors are Messrs. Gorman, King, and Martin, and their terms will expire at the third annual meeting of our stockholders following the Spin-Off. The terms of the Class III directors elected at the third annual meeting of our stockholders following the Spin-Off will expire at the fifth annual meeting of our stockholders following the Spin-Off.

Board Committees

To support effective corporate governance, our Board has delegated certain responsibilities to its committees, which report on their activities to the Board. Each of these Board committee charters can be found under the Governance heading of our website at ir.fedexfreight.com.

Audit Committee

The members of the Audit Committee are Messrs. Sauerland and Davis and Ms. Salcido. Mr. Sauerland is the chair of our Audit Committee. Each member of the Audit Committee meets the independence and qualification requirements set forth by the listing standards of the NYSE and SEC rules and regulations. Each member of the Audit Committee is financially literate. In addition, the Board determined that Messrs. Davis and Sauerland are “audit committee financial experts” as defined in Item 407(d)(5)(ii) of Regulation S-K. The purpose and responsibilities of the Audit Committee include, among other things:

• overseeing the independent auditor’s qualifications, independence, and performance, and preapproving all audit and allowable non-audit services to be provided by the independent auditor;

• assisting the Board with oversight of (i) the integrity of our financial statements and other financial information, (ii) the effectiveness of our disclosure controls and procedures and internal control over financial reporting, (iii) the performance of our internal audit function, (iv) our corporate integrity and compliance programs, including compliance with legal and regulatory requirements, and (v) our internal controls and procedures related to our sustainability disclosures; and

• preparing the report of the Audit Committee required to be included in our annual proxy statement.

Human Resources and Compensation Committee

The members of the HRCC are Ms. Miller and Messrs. Gorman and Sauerland. Ms. Miller is the chair of the HRCC. Each member of the HRCC meets the independence and qualification requirements set forth by the listing standards of the NYSE and SEC rules and regulations. The purpose and responsibilities of the HRCC include, among other things:

• assisting the Board in the discharge of its responsibilities relating to the compensation of our executive officers (as specified by the listing standards of the NYSE);

• assisting the Board with oversight of our key human resource management strategies and programs;

• overseeing the administration of our equity compensation plans and reviewing the strategies relating to, and costs and structure of, key employee benefit and fringe-benefit plans and programs; and

• reviewing and discussing with management our Compensation Discussion and Analysis, and producing the report of the HRCC required to be included in our annual report or proxy statement.

Governance Committee

The members of the Governance Committee are Messrs. Frieson and Davis and Ms. Miller. Mr. Frieson is the chair of the Governance Committee. Each member of the Governance Committee meets the independence and qualification requirements set forth by the listing standards of the NYSE. The purpose and responsibilities of the Governance Committee include, among other things:

• identifying individuals qualified to become Board members, consistent with criteria approved by the Board;

• assisting the Board in determining the size, structure, composition, processes, and practices of the Board and its committees and assessing director independence and qualifications;

• overseeing the Board and executive officer performance evaluation processes and monitoring the effectiveness of the Board and its committees;

• assisting the Board in executive officer succession planning; and

• assisting the Board in enhancing the quality of our corporate governance, as reflected in the certificate of incorporation, bylaws, and Corporate Governance Guidelines (as defined below).

-63-

Risk Oversight Committee

The members of the ROC are Messrs. King, Gorman, and Frieson and Mses. Salcido and S. Smith. Mr. King is the chair of the ROC. The purpose and responsibilities of the ROC include, among other things:

• assisting the Board with oversight of our safety strategies, policies, programs, and practices;

• assisting the Audit Committee with oversight of the processes by which we assess and manage our exposure to risk;

• assisting the Board with oversight of cyber and technology-related risks and management efforts to monitor and mitigate those risks;

• assisting the Board with oversight of our political activities and expenditures; and

• assisting the Board with oversight of our sustainability goals, strategies, and programs.

Board Risk Oversight

The Board’s role in risk oversight at FedEx Freight is consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing our risk exposure and the Board and its committees providing oversight in connection with those efforts, with particular focus on the adequacy of FedEx Freight’s risk management practices and regularly reviewing the most significant risks facing the Company. The Board performs its risk oversight role by using several different levels of review.

Additionally, risks are identified and managed in connection with the Company’s robust ERM process. Our ERM process, which is overseen by the ROC, provides the Company with a common framework and terminology to ensure consistency in identification, reporting, and management of key risks. The ERM process is embedded in our strategic planning process, which ensures explicit consideration of risks that affect the underlying assumptions of strategic plans and provides a platform to facilitate integration of risk information in business decision-making.

The Board has delegated to each of its committees responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility, including:

• The Audit Committee oversees the guidelines and policies that govern the processes by which we assess and manage our exposure to risk and our major financial and other risk exposures and the steps management has taken to monitor and control such risk exposures;

• The HRCC oversees the relationship between our compensation policies and practices and our risk management, including the extent to which those policies and practices create risks for the Company, and review management’s conclusions regarding whether any risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company;

• The Governance Committee considers risks related to succession planning and corporate governance; and

• The ROC oversees our cyber and technology-related risks, including network security, information and digital security, data privacy and protection, and risks related to emerging technologies such as artificial intelligence and machine learning, and the steps management has taken to identify, assess, monitor, manage, and mitigate those risks, and risks relating to our political activities and expenditures, along with management of sustainability- and climate-related risks.

Corporate Governance Guidelines and Code of Conduct

The Board is comprised of a majority of independent directors and committed to the highest quality of corporate governance and accountability to the FedEx Freight stockholders. We have adopted written corporate governance guidelines (the “Corporate Governance Guidelines”) and a code of conduct (the “Code of Conduct”), each of which the Board, in conjunction with the Governance Committee and Audit Committee, respectively, will periodically review. The Board and Governance Committee will also review all other aspects of our governance policies and practices in light of best practices and make whatever changes it deems appropriate to further our commitment to the highest standards of corporate governance.

The Corporate Governance Guidelines require our directors to disclose actual or potential conflicts of interest and not to participate in any recommendation or decision regarding any transaction in which they have a direct or indirect material interest. Furthermore, the Corporate Governance Guidelines prescribe the fundamental responsibility of our directors to promote the best interests of the Company and its stockholders by overseeing the management of our business and affairs, which responsibility includes the fiduciary duties that directors owe to FedEx Freight and its stockholders under Delaware law. The Corporate Governance Guidelines also require that our directors devote the required time to carrying out the duties and responsibilities of membership on the Board.

The Code of Conduct applies to all of our directors, officers, and employees, including our principal executive officer and senior financial officers. The Code of Conduct is intended to promote our commitment to integrity and provides guidelines relating to the handling of activities, investments, or close personal relationships that create, or appear to create, a conflict between personal interests and the interests of FedEx Freight, including the prompt disclosure thereof. Our Corporate Governance Guidelines and Code of Conduct are available under the Governance heading of our website at ir.fedexfreight.com. We will post under the Governance heading on the

-64-

Investor Relations page of our website at ir.fedexfreight.com information regarding any amendment to, or waiver of, the provisions of the Code of Conduct to the extent such disclosure is required.

Director Nomination Process

The Board was selected through a process involving both FedEx and us. Following the Spin-Off, our Governance Committee has responsibility for identifying, evaluating, and recruiting director candidates, considering the advisability of adding new directors, and evaluating and recommending director nominees to the Board. The Governance Committee considers director nominees recommended by stockholders according to the same criteria.

Policy Regulating Trading by Insiders

We have comprehensive and detailed policies and procedures (set forth in the FedEx Freight Securities Manual, which is filed as Exhibit 19 to this Annual Report) that are designed to promote compliance with insider trading laws, rules, and regulations and NYSE listing standards and regulate trading by our officers, managing directors, Board members, and any other employees having access to material, non-public information about FedEx Freight. The Securities Manual includes information regarding trading windows, blackout periods, explains when transactions in FedEx Freight stock are permitted, and contains a mandatory pre-clearance policy for transactions in FedEx Freight securities by Board members and officers subject to the reporting requirements of Section 16 of the Exchange Act. The Securities Manual prohibits insiders, including Board members, from trading (or tipping others to trade) in FedEx Freight securities on the basis of “material, non-public information” until the information has been disclosed to the public. The policy explains the principles governing “material, non-public information” and provides examples of the types of events or information that may be considered material. The Governance Committee will periodically review and discuss the Securities Manual and recommend any proposed changes to the Board for approval. In addition, with regard to FedEx Freight’s trading in its own securities, it is our policy to comply with the applicable federal securities laws and NYSE listing requirements.