Item 11. EXECUTIVE COMPENSATION

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Item 11. EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

During 2026 FedEx Freight was a wholly owned subsidiary of FedEx and no individual received any compensation for serving as a director of FedEx Freight.

Following the Spin-Off, the HRCC periodically reviews and makes recommendations to our Board regarding the form and amount of compensation for our non-employee directors. In connection with the Spin-Off, our Board approved an initial director compensation program that is designed to enable continued attraction and retention of highly qualified directors and to address the time, effort, expertise, and accountability required for active membership on our Board. The program is described in further detail below. Directors who are also our employees do not receive additional compensation for service on our Board.

Annual Retainer:$110,000
Additional Cash Retainer to Chair of a Committee:$25,000 for each committee chaired
Annual Equity Grant (Excluding Chairman of the Board):Restricted stock unit (“RSU”) grant with a grant date value of $175,000
Annual Equity Grant for Chairman of the Board:RSU grant with a grant date value of $500,000

Non-employee directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares. The number of retainer shares issued is based on the fair market value of our common stock on the date of issuance, with any fractional amounts paid in cash. The RSUs, which are granted pursuant to the FedEx Freight Holding Company, Inc. 2026 Omnibus Stock Incentive Plan (the “2026 Plan”), vest fully on the date of the next annual meeting of our stockholders, subject to the non-employee director’s continued service as a non-employee director through such date (with limited exceptions as set forth in the RSU award agreement) and settle in shares of our common stock. Non-employee directors appointed to our Board after the annual meeting of stockholders will receive a prorated annual retainer, RSU award, and chairperson fee (as applicable).

The FedEx Freight Board has established stock ownership goals, which are included in our Corporate Governance Guidelines. With respect to non-management Board members, the goal is that within five years after joining the Board, each director own FedEx Freight shares valued at five times his or her annual retainer fee. For purposes of meeting this goal, unvested restricted stock and restricted stock units are counted, but unexercised stock options are not.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis describes the compensation program in effect for the individuals named below for 2026, as well as the initial program established by the HRCC for future periods following the Spin-Off. The 2026 compensation program, which was implemented by FedEx and reflects the historical compensation philosophy, policies, and practices of FedEx, is not indicative of the compensation our executive officers will receive following the Spin-Off. Accordingly, we have provided limited information regarding this program. FedEx considered survey data published by two major consulting firms for general industry companies (excluding financial

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services companies), including U.S. and multinational companies, with annual revenues between $40 billion and $185 billion for its 2026 senior officer compensation review.

The below individuals (FedEx Freight’s principal executive officer, principal financial officer, and three other most highly compensated executive officers for 2026; the titles listed are those held following the Spin-Off) are referred to herein as the named executive officers:

  • John A. Smith, President and Chief Executive Officer;

  • Marshall W. Witt, Executive Vice President — Chief Financial Officer;

  • Clement Edward Klank III, Executive Vice President — Chief Human Resources and Legal Officer;

  • Clinton D. McCoy, Executive Vice President — Chief Operating Officer; and

  • Michael Rodgers, Executive Vice President — Chief Technology Officer.

Mr. J. Smith was an executive officer of FedEx during 2026 and, accordingly, his annual compensation was determined and approved by FedEx’s Compensation and Human Resources Committee (the “FedEx CHRC”). Compensation of each of the named executive officers other than Mr. J. Smith was generally determined by FedEx management. Messrs. Witt and Rodgers joined FedEx Freight on October 15, 2025 and June 1, 2025, respectively, and Mr. Klank transitioned from FedEx to FedEx Freight on August 1, 2025.

2026 FedEx Compensation Elements

Base Salary

The base salaries of the named executive officers effective October 1, 2025 (with the exception of Mr. Witt, who joined FedEx Freight on October 15, 2025), were as follows:

NameAnnual Base Salary ($)
J.A. Smith939,385
M.W. Witt585,000
C.E. Klank468,370
C.D. McCoy375,155
M. Rodgers489,250

2026 AIC Plans

FedEx’s 2026 annual incentive compensation (“AIC”) plans provided annual cash bonus opportunities to many of its salaried employees on an enterprise-wide basis, including the named executive officers, at the conclusion of 2026. The payout opportunities under the AIC plans were based upon the achievement of financial performance and operational objectives as described below, as well as individual performance objectives. Target payouts under the AIC plans, which were established as a percentage of base salary actually paid during 2026, were as follows for the named executive officers:

NameTarget Payout (As a Percentage of Base Salary)
J.A. Smith120%
M.W. Witt50%
C.E. Klank50%
C.D. McCoy50%
M. Rodgers50%

FedEx Executive Officers

The 2026 AIC plan for FedEx executive officers, including Mr. J. Smith (the “2026 FedEx Executive AIC Plan”), included three performance metrics: (i) adjusted consolidated operating income, weighted at 50% of the total payout opportunity; (2) incremental structural cost reduction benefits from FedEx’s DRIVE and Network 2.0 programs, weighted at 25% of the total payout opportunity; and (3) enterprise-wide on-time service performance, weighted at 25% of the total payout opportunity. The FedEx Board, upon the recommendation of the FedEx CHRC, approved excluding costs associated with the Spin-Off, business optimization expenses, costs associated with the change in fiscal year-end, a non-cash impairment charge related to the impairment of certain aircraft, and a benefit related to an international regulatory matter from 2026 adjusted consolidated operating income for purposes of the 2026 FedEx Executive AIC Plan in order to more accurately reflect FedEx’s core financial performance.

The threshold, target, and maximum objectives under the adjusted consolidated operating income component of the 2026 FedEx Executive AIC Plan were specified levels of 2026 adjusted consolidated FedEx operating income. Actual adjusted consolidated FedEx

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operating income performance that exceeded the target objective under the 2026 FedEx Executive AIC Plan would result in an above-target payout opportunity for that metric, up to the maximum payout amount of 150% of the target amount for that metric. The threshold and target objectives under the structural cost reduction and on-time service performance components of the 2026 FedEx Executive AIC Plan were specified levels of 2026 incremental structural cost reduction benefits from DRIVE and Network 2.0 and on-time service performance, respectively. Actual incremental structural cost reduction benefits or on-time service performance that met or exceeded the target objective under the respective component of the 2026 FedEx Executive AIC Plan would result in the maximum payout amount of 100% of the target amount for the metric. The aggregate maximum payout opportunity under the 2026 FedEx Executive AIC Plan for Mr. J. Smith was 125% of his target amount. The FedEx Executive AIC Plan included a funding floor of 25% of each FedEx executive officer’s target amount. However, the FedEx President and Chief Executive Officer had the authority to reduce the payout of each executive officer to $0 based on the officer’s performance.

FedEx Freight Employees

The 2026 AIC plan for FedEx Freight employees, including the named executive officers other than Mr. J. Smith (the “2026 FedEx Freight AIC Plan”), included adjusted FedEx Freight segment operating income as reported by FedEx as the sole performance metric. The threshold, target, and maximum objectives under the 2026 FedEx Freight AIC Plan were specified levels of FedEx Freight 2026 adjusted segment operating income. Costs associated with the Spin-Off were excluded from FedEx Freight 2026 adjusted segment operating income for purposes of the 2026 FedEx Freight AIC Plan in order to more accurately reflect FedEx Freight’s core financial performance. Actual adjusted FedEx Freight segment operating income performance that exceeded the target objective under the 2026 FedEx Freight AIC Plan would result in an above-target payout opportunity, up to the maximum payout amount of 150% of the target amount. The 2026 FedEx Freight AIC Plan included a funding floor of 25% of each named executive officer’s target amount. However, Mr. J. Smith had the authority to reduce the payout of each named executive officer to $0 based on the officer’s performance.

2026 AIC Performance and Payouts

The following table shows the threshold, target, and maximum objectives for each performance metric under the 2026 AIC plans discussed above (adjusted operating income amounts in millions and incremental structural cost reduction benefit amounts in billions). The actual payouts under the AIC plans range on a sliding scale based upon performance against the objectives.

Performance MeasureThresholdTargetMaximumActual
2026 FedEx Executive AIC Plan Performance Measures
Adjusted Consolidated Operating Income$5,193$5,823$6,390$6,611
Incremental Structural Cost Reduction Benefits$0.00$2.04$2.04$2.03
On-time Service Performance95.25%96.25%96.25%95.50%
2026 FedEx Freight AIC Plan Performance Measure
Adjusted FedEx Freight Segment Operating Income(1)$1,427$1,492$1,597$1,108

(1) See “Non-GAAP Financial Measures” below for a reconciliation of FedEx Freight 2026 adjusted segment operating income to the most directly comparable GAAP measure.

The following table sets forth the actual payout under the applicable 2026 AIC plans for each named executive officer as compared to his target AIC payout:

NameTarget AIC Payout ($)Actual AIC Payout ($)
J.A. Smith1,116,3181,255,858
M.W. Witt(1)195,00048,750
C.E. Klank(2)231,91295,872
C.D. McCoy185,75746,439
M. Rodgers242,25060,563

(1) Payout prorated based on start date with FedEx Freight.

(2) Mr. Klank’s 2026 AIC payout reflects two months of participation in the 2026 FedEx non-executive officer AIC plan. This plan included the same performance measures as the 2026 FedEx Executive AIC Plan with the exception that 2026 adjusted operating income did not include FedEx Freight segment operating income.

FY24-FY26 FedEx LTI Plan

FedEx’s long-term incentive (“LTI”) cash program for 2024 to 2026 (the “FY24-FY26 FedEx LTI Plan”) provided a long-term cash payment opportunity to members of management, including the named executive officers, based upon achievement of long-term objectives for financial

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and stock price performance. The FY24-FY26 FedEx LTI Plan included three financial performance metrics: (1) adjusted consolidated FedEx earnings per share (“EPS”) for the three-fiscal-year period, weighted at 50% of the total payout opportunity; (2) average consolidated FedEx return on invested capital (“ROIC”) growth over the three-fiscal-year period, weighted at 25% of the total payout opportunity; and (3) relative FedEx total stockholder return (“TSR”) for the three-fiscal-year period, weighted at 25% of the total payout opportunity. The maximum payout if maximum attainment was achieved for all metrics was 200%.

The FedEx Board, upon the recommendation of the FedEx CHRC, approved excluding costs associated with the Spin-Off, business optimization expenses, costs associated with the change in fiscal year-end, a non-cash impairment charge related to the impairment of certain aircraft, a benefit related to an international regulatory matter, and the 2026 mark-to-market retirement plans accounting adjustment, as applicable, from EPS for purposes of the adjusted EPS performance metric and consolidated operating income for purposes of the ROIC performance metric to more accurately reflect FedEx’s core financial performance.

EPS. Payouts under the EPS component of the FY24-FY26 FedEx LTI Plan were determined as follows:

  • No payment unless the three-year average annual adjusted consolidated FedEx EPS growth rate (“EPS growth rate”) was at least 5%;

  • Target payout if the EPS growth rate was 12.5%;

  • Above-target payout if the EPS growth rate was above 12.5%, up to an amount equal to 150% of the target payout if the EPS growth rate was 15.0%;

  • Above-target payout if the EPS growth rate was above 15.0%, up to a maximum amount (equal to 200% of the target payout) if the EPS growth rate was 20.0% or higher; and

  • Below-target payout if the EPS growth rate was below 12.5%, down to a threshold amount (equal to 25% of the target payout) if the EPS growth rate was 5%.

ROIC. The ROIC component of the FY24-FY26 FedEx LTI Plan measured the average growth in consolidated FedEx ROIC over a three-fiscal-year period (“average ROIC growth”) from a 2023 ROIC baseline. Annual ROIC was calculated as adjusted consolidated operating income, after taxes, for the fiscal year divided by average invested capital. For purposes of the ROIC calculation, (1) adjusted consolidated operating income was calculated as consolidated operating income excluding items not reflective of FedEx’s core financial performance that were approved for exclusion for the applicable fiscal year by the FedEx Board, based upon the recommendation of the FedEx CHRC, as discussed further above; and (2) average invested capital was calculated as the average of the current and prior fiscal year-end balances of long-term debt, including current portion, and total common stockholders’ investment.

Payouts under the ROIC component of the FY24-FY26 FedEx LTI Plan were determined as follows:

  • No payout unless average consolidated FedEx ROIC growth was at least 60 basis points;

  • Target payout if average ROIC growth was 120 basis points;

  • Above-target payout if average ROIC growth was above 120 basis points, up to 250 basis points (equal to 150% of the target payout);

  • Above-target payout if average ROIC growth was above 250 basis points, up to a maximum amount (equal to 200% of the target payout) if average ROIC growth was 370 basis points or higher; and

  • Below-target payout if average ROIC growth was below 120 basis points, down to a threshold amount (equal to 25% of the target payout) if average ROIC was at the threshold objective.

RELATIVE TSR. The relative TSR component of the FY24-FY26 FedEx LTI Plan measured total return on an investment in FedEx stock to an investor (stock price appreciation plus dividends) compared to the total return of the stock of the companies in the S&P 500 Index over a three-fiscal-year period. Payouts under the relative TSR component of the FY24-FY26 FedEx LTI Plan were determined as follows:

  • No payment if relative TSR was 0 percentile or below;

  • Target payout if relative TSR was 50th percentile;

  • Above-target payout if relative TSR was above 50th percentile, up to a maximum amount (equal to 200% of the target payout) if relative TSR was 75th percentile or higher; and

  • Below-target payout if relative TSR was below 50th percentile, down to a threshold amount (equal to 50% of the target payout) if relative TSR was 25th percentile or higher.

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FY24-FY26 FedEx LTI Performance and Payouts. The following table presents the FedEx EPS, ROIC growth, and relative TSR threshold (minimum), target, and maximum objectives under the FY24-FY26 FedEx LTI Plan, and FedEx’s actual adjusted EPS, ROIC growth, and relative TSR under the FY24-FY26 FedEx LTI Plan for the three-fiscal-year period ended May 31, 2026:

Performance MeasureThresholdTargetMaximumActual
FY24-FY26 Adjusted EPS$47.92$55.24$63.27$56.21
FY24-FY26 ROIC60 bps120 bps370 bps110 bps
FY24-FY26 Relative TSRHigher than 0 percentile50th or higher percentile75th or higher percentile72.9%

The following table shows the threshold, target, and maximum payout opportunities under the FY24-FY26 FedEx LTI Plan and the actual payout to the named executive officers:

NameThreshold LTI Payout ($)Target LTI Payout ($)Maximum LTI Payout ($)Actual LTI Payout ($)
J.A. Smith125,0002,000,0004,000,0002,584,000
M.W. Witt(1)3,61157,778115,55674,649
C.E. Klank19,288308,611617,223401,218
C.D. McCoy16,250260,000520,000335,920
M. Rodgers(1)5,41786,666173,333111,973

(1) Payouts prorated based on start date with FedEx Freight.

Bonuses

For 2026 (i) Mr. Witt received a $250,000 signing bonus for accepting the position of Chief Financial Officer of FedEx Freight pursuant to the terms of his offer letter with FedEx Freight, which is discussed in more detail below under “— Offer Letter with Mr. Witt,” and (ii) Mr. Rodgers received the first installment ($30,000) of a $60,000 signing bonus for accepting the position of Chief Technology Officer of FedEx Freight. Additionally, Mr. Klank received a $25,142 bonus to compensate him for the reduction to his FY24-FY26 FedEx LTI Plan payout resulting from his transition from FedEx to his current role at FedEx Freight.

Equity-Based Awards

Stock Options and Restricted Stock

FedEx granted stock options and restricted stock to the named executive officers in June 2025 as a part of its annual grant process, and Mr. Witt received a prorated annual grant based on his start date with FedEx Freight in October 2025. An officer’s position and level of responsibility were the primary factors that determined the number of options and shares of restricted stock awarded to the officer in the annual grant. Additionally, Messrs. J. Smith, Klank, McCoy, and Rodgers received one-time grants of FedEx restricted stock in June 2025 pursuant to the FedEx Equity Incentive Industry Leadership Program (the “EIILP”). Mr. Witt also received a new hire award of FedEx stock options and restricted stock pursuant to the terms of his offer letter, which is discussed in more detail below under “— Offer Letter with Mr. Witt,” and Mr. Rodgers received a new hire award of restricted stock.

The exercise price of FedEx stock options granted during 2026 was equal to the fair market value of FedEx’s common stock on the date of grant. Under the terms of FedEx’s equity incentive plan, the fair market value on the grant date was defined as the average of the high and low trading prices of FedEx’s common stock on the NYSE on that day. When granting restricted stock during 2026, FedEx first determined the total target value of the award and then approved the delivery of that value in two components: restricted stock and cash payment of taxes due. Following the Spin-Off, FedEx Freight will not pay taxes related to equity-based awards (unless shares are withheld by FedEx Freight upon vesting of an award).

Holders of FedEx restricted stock and FedEx Freight restricted stock distributed in connection with the Spin-Off are entitled to vote and receive any dividends on such shares. See “Executive Compensation Matters Related to the Spin-Off — Adjustments to FedEx Equity Awards” below for additional information regarding the treatment of the equity-based awards granted by FedEx to the named executive officers in connection with the Spin-Off.

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The named executive officers were granted the following FedEx stock option and restricted stock awards during 2026:

NameNumber of Stock Options(1)Number of Shares of Restricted Stock(2)
J.A. Smith16,1056,325
M.W. Witt1,8381,722
C.E. Klank3,2201,155
C.D. McCoy1,945870
M. Rodgers1,945995

(1) Converted into FedEx Freight stock options with the same intrinsic value in connection with the Spin-Off.

(2) In connection with the Spin-Off each holder of FedEx restricted stock received one share of FedEx Freight restricted stock for every two shares of FedEx restricted stock held immediately prior to the Spin-Off.

2026 Performance Stock Units

Pursuant to the EIILP, in September 2025 Mr. J. Smith received FedEx performance stock units (“PSUs”) with a target value of $825,000 and each of Messrs. Klank, McCoy, and Rodgers received FedEx PSUs with a target value of $155,000. The PSUs will conditionally vest on December 31, 2028 subject to the achievement of the relevant performance metrics, and accrue dividend equivalent rights that are reinvested in additional PSUs. See “Executive Compensation Matters Related to the Spin-Off — Adjustments to FedEx Equity Awards — Performance Stock Units” below for information on the conversion of the PSUs and the adoption of FedEx Freight performance metrics in connection with the Spin-Off.

Vesting

See “Post-Spin-Off FedEx Freight Compensation — Post-Spin-Off Compensation Elements — Post-Employment Compensation” for information regarding the vesting of equity-based awards granted to the named executive officers during 2026 following the Spin-Off.

Perquisites, Tax Payments, and Other Compensation

During 2026, the named executive officers received certain other compensation from FedEx, including:

  • Certain perquisites, such as tax return preparation and financial counseling services, umbrella insurance, and personal physical examinations; with respect to Mr. J. Smith, security services and equipment and digital security monitoring and protection services; and, with respect to Messrs. Witt and Rodgers, certain relocation and commuting benefits (Messrs. Klank and McCoy did not receive perquisites and other personal benefits over $10,000);

  • Group term life insurance and 401(k) company-matching contributions;

  • Tax payments relating to: restricted stock awards; with respect to Messrs. J. Smith and McCoy, certain business-related use of corporate and commercial aircraft; and with respect to Mr. Witt, certain relocation benefits; and

  • With respect to Mr. McCoy, a one-time payment of $48,100 related to the dissolution of FedEx Freight Corporation and a corresponding retiree healthcare benefit plan (all affected individuals received a lump-sum payout in the amount of the net value of the benefits to which they were entitled under the plan as determined by an actuarial analysis).

Offer Letter With Mr. Witt

Mr. Witt is party to an offer letter, dated as of September 30, 2025, pursuant to which he accepted the position of Chief Financial Officer of FedEx Freight effective October 15, 2025. The offer letter provided for an annual base salary of $585,000 and a sign-on bonus of $250,000, payable in two installments of $125,000 each. Pursuant to the offer letter, Mr. Witt was eligible to participate in the 2026 FedEx Freight AIC Plan and legacy FedEx LTI cash incentive programs and receive 2026 FedEx restricted stock and stock option grants on a prorated basis, as well as new hire equity awards consisting of FedEx restricted stock with a grant date value (inclusive of the related tax payment) of $582,500 and FedEx stock options with a grant date value of $72,500. The offer letter also provided Mr. Witt with an executive relocation package. Pursuant to the terms of the offer letter, the HRCC has approved (i) a $585,000 cash bonus to Mr. Witt that was payable in connection with the Spin-Off and (ii) an award of RSUs to Mr. Witt with a target value of $3,000,000 vesting ratably over three years upon the filing of this Annual Report. Mr. Witt’s offer letter is included as an exhibit to this Annual Report.

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Executive Compensation Matters Related to the Spin-Off

Adjustments to FedEx Equity Awards

Pursuant to an employee matters agreement entered into between FedEx Freight and FedEx (the “Employee Matters Agreement”), FedEx equity awards that were outstanding immediately prior to the Spin-Off, including those held by the named executive officers, were adjusted in a manner intended to maintain the intrinsic economic value of the awards before and after the Spin-Off. Following the Spin-Off, the material terms of the outstanding FedEx equity awards, such as the vesting schedule and any termination provisions, will generally continue unchanged, as equitably adjusted to reflect the Spin-Off. Information regarding the treatment for FedEx Freight employees, including the named executive officers, of each type of FedEx equity award outstanding immediately prior to the Spin-Off is as follows:

Restricted Stock

Each share of FedEx restricted stock held by FedEx Freight employees immediately prior to the Spin-Off remains outstanding and is subject to the same terms and conditions as were applicable to such share immediately prior to the Spin-Off. Pursuant to the Spin-Off conversion ratio each holder of FedEx restricted stock also received one share of FedEx Freight restricted stock for every two shares of FedEx restricted stock held immediately prior to the Spin-Off (and cash in lieu of any fractional shares).

Stock Options

FedEx stock options held by FedEx Freight employees immediately prior the Spin-Off were converted using the Spin-Off conversion ratio into FedEx Freight stock options with the same intrinsic value.

Performance Stock Units

FedEx PSUs held by FedEx Freight employees were converted into PSUs with the same intrinsic value relating to FedEx Freight common stock. In June 2026 the HRCC approved applying the same performance measures as were approved for the LTIP PSUs discussed under “Post-Spin-Off FedEx Freight Compensation — Post-Spin-Off Compensation Elements — TY26-CY28 LTIP” to the converted PSUs.

Amendments to Active FedEx LTI Cash Plans

In consideration of the impact of the Spin-Off and the change in FedEx Freight’s fiscal year end and consistent with the approach taken by the FedEx CHRC and Board of Directors, on June 1, 2026 the HRCC approved amendments to FedEx’s FY25-FY27 LTI Plan and FY26-FY28 LTI Plan, which were assumed by FedEx Freight in connection with the Spin-Off and which are based on a May 31 fiscal year end (each an “Active FedEx LTI Plan” and collectively the “Active FedEx LTI Plans”), to (i) measure actual performance under each Active LTI Plan through May 31, 2026 using the original performance goals of the applicable plan and (ii) assume target performance for the remaining period of each applicable plan, with payouts to be calculated under each Active FedEx LTI Plan using a weighted average of actual performance measured through May 31, 2026 and target performance for the remainder of the applicable plan period, as set forth below:

Active FedEx LTI PlanFY25FY26FY27FY28Payout Calculation*
FY25-FY27Actual FY25 PerformanceActual FY26 PerformanceTarget (100%)—67% actual performance; 33% target
FY26-FY28—Actual FY26 PerformanceTarget (100%)Target (100%)33% actual performance; 67% target
  • Payouts will be made after May 31, 2027 or May 31, 2028, as applicable, and reported in the Summary Compensation table for the corresponding periods.

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The following table sets forth the projected payouts for the named executive officers under the Active FedEx LTI Plans:

NamePerformance PeriodProjected Payout %Projected Payout ($)
J.A. SmithFY25-FY2775.5%$1,510,000
FY26-FY2895.9%$1,918,000
M.W. Witt(1)FY25-FY2775.5%$136,319
FY26-FY2895.9%$277,044
C.E. KlankFY25-FY2775.5%$245,375
FY26-FY2895.9%$311,675
C.D. McCoyFY25-FY2775.5%$245,375
FY26-FY2895.9%$311,675
M. RodgersFY25-FY2775.5%$163,583
FY26-FY2895.9%$311,675

(1) Mr. Witt joined FedEx Freight as Chief Financial Officer on October 15, 2025. Amounts shown are prorated to reflect potential payouts under each of the FY25-FY27 and FY26-FY28 LTI plans based on his start date.

In approving the amendments, the HRCC sought to maintain alignment with stockholder interests while addressing the significant effects of the Spin-Off and FedEx Freight’s transition to a calendar-year fiscal year. The HRCC determined that measuring actual performance through the end of 2026 and assuming target performance for the remainder of the applicable performance periods represented the most appropriate and equitable approach under the circumstances. This methodology held participants accountable for actual performance achieved through 2026, avoided the need to establish new performance goals with respect to FedEx Freight or make speculative assumptions regarding future performance following the Spin-Off and fiscal-year transition, and maintains retention value in the years immediately following the Spin-Off.

The HRCC concluded that assuming target performance for the remainder of the performance periods is the most neutral approach because it neither rewards participants for future performance that had not yet been achieved nor penalized them for performance that could no longer be measured as originally designed. The HRCC believes this approach is aligned with stockholder interests and FedEx Freight’s post-spin-off executive compensation strategy, avoids unintended windfalls or outcomes not driven by management performance, and provides a fair and consistent framework for determining payouts during a period of significant corporate change.

The amendments to the Active FedEx LTI Plans are effective for all participants who are employees of FedEx Freight following the Spin-Off, including the named executive officers. Except as described herein, no changes to the performance metrics and payout opportunities under the Active FedEx LTI Plans were made.

Spin-Off and Offer Letter Bonuses

In recognition of the successful and timely completion of the Spin-Off, in June 2026 the HRCC approved (i) cash bonuses of $100,000 to each of Messrs. Klank, Witt, McCoy, and Rodgers, and (ii) RSUs that were granted on June 29, 2026 with a target value of $1,000,000 to Mr. J. Smith, $500,000 to Mr. Rodgers, and $250,000 to each of Messrs. Klank, Witt, and McCoy, and that will fully vest on May 15, 2027 (the “Spin-Off RSUs”). The Spin-Off RSUs will not accrue dividend equivalent rights.

Pursuant to the terms of his offer letter, which is discussed in more detail above under “— Offer Letter with Mr. Witt,” the HRCC also approved (i) a $585,000 cash bonus to Mr. Witt that was payable in connection with the Spin-Off and (ii) an award of RSUs to Mr. Witt with a target value of $3,000,000 vesting ratably over three years upon the filing of this Annual Report.

Retirement Plans

In connection with the Spin-Off, FedEx Freight (i) established its own tax-qualified pension plan and non-qualified parity pension plan and is assuming the assets and liabilities from FedEx’s corresponding pension plans associated with active U.S. FedEx Freight employees, and will provide the corresponding benefits directly following the Spin-Off, and (ii) established its own 401(k) savings plans and is assuming the associated account balances attributable to active U.S. FedEx Freight employees.

Post-Spin-Off FedEx Freight Compensation

FedEx Freight’s Compensation Philosophy and Program Governance

Following the Spin-Off, the key pillars of FedEx Freight’s compensation philosophy are as follows:

  • Market Competitive. FedEx Freight’s compensation programs and award levels are designed to be competitive with the relevant market comparators and our industry peers and aligned with our talent strategy.

  • Attract, Retain, and Motivate. FedEx Freight’s compensation philosophy is designed to attract, retain, and motivate skilled and experienced employees and leaders who are essential to the organization’s success.

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  • Pay-for-Performance Culture. FedEx Freight’s compensation framework is designed to differentiate pay based on individual and company performance, promoting a culture of accountability and achievement.

  • Transparency and Fairness. FedEx Freight will promote clarity and understanding with its compensation programs to reinforce fairness, accountability, and trust.

  • Cost-Effective and Long-Term Balance. FedEx Freight will manage its compensation structure and programs to be financially responsible and strategically balanced, which will support long-term success.

Tenure, position, and level of responsibility are important factors in the compensation of any FedEx Freight employee. There are internal salary ranges for each level, and target annual cash bonus percentages and equity-based awards will be closely tied to management level and responsibilities.

Peer Group Analysis

For purposes of benchmarking the components of FedEx Freight’s executive compensation program in connection with the Spin-Off, we utilized external survey data from the following 16 companies in the cargo ground transportation, air freight and logistics, rail transportation, and trucking industries.

•ArcBest Corp.•Norfolk Southern Corp.
•C.H. Robinson Worldwide, Inc.•Old Dominion Freight Line, Inc.
•CSX Corp.•RXO, Inc.
•Expeditors International of Washington, Inc.•Ryder System, Inc.
•GXO Logistics, Inc.•Saia, Inc.
•J.B. Hunt Transport Services, Inc.•Schneider National, Inc.
•Knight-Swift Transportation Holdings, Inc.•TFI International, Inc.
•Landstar System, Inc.•XPO, Inc.

Stock Ownership Goals for Executive Officers

In order to encourage significant stock ownership by FedEx Freight’s executive officers and to further align their interests with the interests of FedEx Freight stockholders, our Board has established stock ownership goals, which are included in our Corporate Governance Guidelines. Each executive officer is expected to own FedEx Freight shares valued at the following multiple of his or her annual base salary within five years after being appointed to his or her position:

  • 6x for the President and Chief Executive Officer, and

  • 3x for the other executive officers.

For purposes of meeting this goal, unvested restricted stock and restricted stock units are counted, but unexercised stock options and shares of common stock underlying unvested PSUs are not.

Policy Regulating Trading by Insiders

FedEx Freight has comprehensive and detailed policies (set forth in FedEx Freight’s Securities Manual) that regulate trading by FedEx Freight insiders, including the named executive officers. The Securities Manual prohibits certain transactions and practices, including margin accounts and pledges unless the insider clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities, as well as hedging or monetization transactions designed to limit the financial risk of ownership. See Item 10. “Directors, Executive Officers and Corporate Governance — Policy Regulating Trading by Insiders” for additional information.

Clawback Policies

On June 1, 2026, our Board, upon the recommendation of the HRCC, adopted a Policy on Recoupment of Incentive Compensation, or clawback policy, which was adopted to comply with Section 10D of the Exchange Act and the NYSE listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Under the policy, which applies to current and former officers of FedEx Freight as defined in Rule 16a-1(f) under the Exchange Act (such officers, “Section 16 officers”), FedEx Freight must recover erroneously awarded incentive-based compensation on a pre-tax basis (including compensation based on stock price or TSR), subject to very limited exceptions. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements (“Big R” restatements), as well as restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if (a) the error was left uncorrected in the current report or (b) the error correction was recognized in the current period (“little r” restatements). The policy does not provide for enforcement discretion by the HRCC or our Board and requires recovery regardless of whether a covered person engaged in any misconduct or is at fault.

On June 1, 2026, our Board, upon the recommendation of the HRCC, also adopted a second clawback policy, which applies to FedEx Freight’s current and former Section 16 officers, and enables the recoupment of compensation in certain circumstances outside of a

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financial restatement. The policy authorizes the HRCC, in its sole discretion, to require the return, repayment, or forfeiture of any equity-based (whether subject to performance conditions or time-based vesting) or cash incentive compensation when it is determined that a Section 16 officer engaged in fraud or willful misconduct in the performance of his or her duties that resulted in reputational or financial harm to FedEx Freight.

Role of the HRCC and its Compensation Consultant

Following the Spin-Off, the HRCC, which is comprised solely of independent directors, is responsible for the compensation of FedEx Freight’s executive officers. The HRCC will discharge this responsibility by, among other things, regularly evaluating the elements of FedEx Freight’s compensation programs to ensure that they appropriately align executive pay with FedEx Freight’s performance, allow the Company to effectively attract and retain key talent, and reflect the feedback shared by its stockholders. The HRCC will annually approve the design of FedEx Freight’s executive compensation program, performance objectives, specific goals, and compensation levels for FedEx Freight’s executive officers.

Following the Spin-Off, the HRCC retained Pay Governance LLC (“Pay Governance”) to advise it in its compensation planning decisions. The HRCC has determined Pay Governance to be independent from FedEx Freight and that no conflicts of interest exist related to Pay Governance’s services provided to the HRCC. HRCC preapproval is required for any services to be provided to FedEx Freight by Pay Governance.

Risks Arising from Compensation Policies and Practices

FedEx Freight will conduct periodic risk assessments with respect to its compensation policies and practices to identify any compensation plans and practices that may encourage employees to take inappropriate risks.

Tax Deductibility of Compensation

Section 162(m) of the Code limits the income tax deduction taken by FedEx Freight for compensation to certain executive officers exceeding $1 million. The HRCC may nevertheless continue to approve compensation that will not be fully deductible in order to ensure competitive levels of total compensation for FedEx Freight’s executive officers.

Accounting for Stock-Based Compensation

The accounting treatment for our stock-based compensation will not be determinative of the type, timing, or amount of any particular grant made to our employees.

Post-Spin-Off Compensation Elements

Base Salary

FedEx Freight’s primary objective with respect to the base salary levels of its executive officers is to provide sufficient fixed, annual cash compensation to attract and retain skilled and experienced leaders.

On June 1, 2026, the HRCC, after considering factors such as the responsibilities of the officers following the Spin-Off and market data for similar positions at peer companies, approved the following base salaries for the named executive officers:

NameAnnual Base Salary ($)
J.A. Smith1,000,000
M.W. Witt585,000
C.E. Klank550,000
C.D. McCoy550,000
M. Rodgers550,000

Following the Spin-Off, the base salaries of our executive officers will be reviewed and adjusted (if appropriate) at least annually to reflect, among other things, market competitiveness, business conditions, and the internal salary ranges for the officer’s level.

TY26 AIC Plan

In June 2026 the HRCC approved an annual cash incentive compensation plan (the “FedEx Freight TY26 AIC Plan”) for the transition year June 1 to December 31, 2026 (“TY26”). The performance measure for all participants in the FedEx Freight TY26 AIC Plan is adjusted consolidated operating income.

The threshold, target, and maximum objectives of the FedEx Freight TY26 AIC Plan are specified levels of adjusted operating income. Actual adjusted operating income performance below the threshold objective for executive officers will result in no payout under the FedEx Freight TY26 AIC Plan. Actual adjusted operating income performance exceeding the target objective under the FedEx Freight TY26 AIC Plan will result in an above-target payout, up to the maximum payout of 200% of the target amount. Prorated payouts will be made in the event of a participant’s retirement after attaining age 60, death, or disability during TY26.

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The target payouts for the executive officers under the FedEx Freight TY26 AIC Plan as a percentage of their respective annual base salary rate (as in effect at the end of TY26) prorated for TY26 are as follows:

NameTarget Payout (as a percentage of annual base salary rate prorated for TY26)
J.A. Smith175%
M.W. Witt100%
C.E. Klank100%
C.D. McCoy100%
M. Rodgers100%

TY26-CY28 LTIP

In June 2026 the HRCC approved a long-term equity-based incentive program (the “TY26-CY28 LTIP”) for the period June 1, 2026 to December 31, 2028 (the “Performance Period”). This program has two components, each of which were granted on June 29, 2026 pursuant to the 2026 Plan and the applicable form of award agreement. The first component consists of PSUs to be settled in FedEx Freight’s common stock that will conditionally vest on December 31, 2028 subject to FedEx Freight’s performance against an aggregate adjusted free cash flow goal for the Performance Period comprising 50% of the PSU payout opportunity and an aggregate adjusted EPS goal for the Performance Period comprising 50% of the PSU payout opportunity (the “LTIP PSUs”). The second component consists of a grant of RSUs that will vest in three installments, with 33.33% vesting on May 15, 2027, 33.33% vesting on March 31, 2028, and 33.34% vesting on February 15, 2029 (the “LTIP RSUs”). LTIP PSUs comprise 75% of the target TY26-CY28 LTIP payout for executive officers and LTIP RSUs comprise 25% of the target TY26-CY28 LTIP payout for executive officers. Neither the LTIP PSUs nor the LTIP RSUs will accrue dividend equivalent rights.

The target payouts for the named executive officers under the TY26-CY28 LTIP as a percentage of their respective annual base salary are as follows:

NameTarget Payout (as a percentage of annual base salary)
J.A. Smith450%
M.W. Witt200%
C.E. Klank200%
C.D. McCoy200%
M. Rodgers200%

Vesting of Post-Spin-Off Equity-Based Awards

In June 2026 the HRCC approved a Policy Regarding Treatment of Equity-Based Awards Upon Retirement (the “Equity-Based Retirement Policy”). Pursuant to the Equity-Based Retirement Policy, an employee holding equity-based awards granted under the Plan on or after the Spin-Off (excluding awards converted in connection with the Spin-Off) will be eligible for retirement treatment if, at the time of the cessation of the employee’s service, (i) the sum of the employee’s age and total years of service (including employment by FedEx or any of its subsidiaries at any point prior to the Spin-Off) equals or exceeds 70, (ii) the employee has attained a minimum age of 55, and (iii) the employee has completed a minimum of 10 years of total service.

Upon a qualified retirement pursuant to the Equity-Based Retirement Policy, (i) LTIP PSUs will vest on a prorated basis based on the length of service during the applicable performance period and actual achievement of the applicable performance measures during the full performance period, with settlement following the HRCC’s determination of actual performance, and (ii) LTIP RSUs and Spin-Off RSUs will fully vest, with settlement as soon as practicable following retirement, in each case subject to the participant’s ongoing compliance with applicable restrictive covenants, clawback and recoupment policies, and other post-termination obligations. The HRCC approved an exception to the Equity-Based Retirement Policy to provide that (i) the LTIP RSUs granted to Mr. Rodgers will fully vest upon his retirement at or after age 60 provided that he remains employed by FedEx Freight through May 15, 2027 and (ii) the Spin-Off RSUs granted to Mr. Rodgers will fully vest upon his retirement at or after age 60.

Pursuant to the terms of the Form of Performance Stock Unit Agreement and Form of Restricted Stock Unit Agreement approved by the HRCC, if the participant’s service terminates due to death or disability prior to the applicable vesting or payment date, (i) LTIP PSUs will immediately vest at the target level of performance and (ii) LTIP RSUs and Spin-Off RSUs will immediately vest, with shares underlying such PSUs and RSUs issued as promptly as practicable thereafter.

Pursuant to the terms of the 2026 Plan, upon a change of control of FedEx Freight, the LTIP RSUs and the Spin-Off RSUs, if not assumed or substituted in connection with the change of control, will immediately vest and the performance conditions with respect to the LTIP PSUs, if not assumed or substituted in connection with the change of control, will be deemed achieved at the greater of target and actual performance levels as of the date of the change of control.

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Except as described above, if a participant’s service terminates prior to the applicable vesting, measurement, or payment date, the participant’s unvested LTIP PSUs, LTIP RSUs, and Spin-Off RSUs will be forfeited.

Employee Stock Purchase Plan

FedEx Freight executive officers will not be eligible to participate in the FedEx Freight Employee Stock Purchase Plan adopted in connection with the Spin-Off.

Perquisites and Other Compensation

The HRCC has approved the following perquisites and other compensation for FedEx Freight executive officers:

  • Personal use of company aircraft (though executive officers are required to reimburse FedEx Freight for certain costs related to such usage) and tax payments relating to certain use of corporate aircraft,

  • Personal physical examinations,

  • Umbrella insurance,

  • Supplemental short- and long-term disability benefits,

  • Group term life insurance,

  • Commuting benefits, and

  • Security services and equipment and digital security monitoring and protection services (with respect to Mr. J. Smith).

FedEx Freight’s executive security procedures, which prescribe the level of personal security to be provided to the President and Chief Executive Officer, are based on bona fide business-related security concerns and are an integral part of FedEx Freight’s overall risk management and security program. As part of these procedures the President and Chief Executive Officer is required to use FedEx Freight company aircraft for all travel, including personal travel.

FedEx Freight provides this other compensation to enhance the competitiveness of FedEx Freight’s executive officer compensation program and to increase the productivity, safety, and health of FedEx Freight’s executive officers. Following the Spin-Off, FedEx Freight will not pay taxes related to equity-based awards (unless shares are withheld by FedEx Freight upon vesting of an award).

Post-Employment Compensation

While none of our executive officers has an employment agreement and the management retention agreement (“MRA”) Mr. J. Smith previously had with FedEx terminated when he became President and Chief Executive Officer of FedEx Freight in connection with the Spin-Off, each executive officer is entitled to receive certain payments and benefits upon termination of employment or a change of control of FedEx Freight, including:

  • Retirement benefits under the FedEx and FedEx Freight 401(k) and pension plans;

  • Accelerated vesting of FedEx Freight restricted stock distributed in connection with the Spin-Off upon retirement after attaining age 60, death, or permanent disability or, with respect to a change of control of FedEx Freight, either (i) the cancellation of such restricted stock and a cash payment in an amount equal to the highest price per share received by FedEx Freight stockholders in connection with the change of control multiplied by the number of such unvested shares of restricted stock held or (ii) accelerated vesting of such restricted stock;

  • Accelerated vesting of stock options converted in connection with the Spin-Off upon death or permanent disability or a change of control of FedEx Freight;

  • Deemed achievement of 100% of the target levels of the performance goals underlying the legacy FedEx PSUs converted in connection with the Spin-Off upon a change of control of FedEx Freight;

  • Accelerated vesting of FedEx Freight equity-based awards granted following the Spin-Off as described above under “— Vesting of Post-Spin-Off Equity-Based Awards;”

  • Partial payouts under the Active FedEx LTI Plans based on the portion of the applicable three-fiscal-year period during which the officer was employed following retirement, death, or permanent disability; and

  • Partial payouts under the TY26 AIC Plan based on the portion of TY26 during which the officer was employed following retirement after attaining age 60, death, or disability.

Non-GAAP Financial Measures

FedEx Freight reports its financial results in accordance with GAAP. We have supplemented these GAAP results with certain non-GAAP (“adjusted”) financial measures. We believe these non-GAAP financial measures facilitate period-to-period comparisons and provide

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useful information to investors by excluding items that are not reflective of our underlying operating performance. Management uses these non-GAAP measures in making financial, operating, and planning decisions and evaluating our ongoing performance. These non-GAAP financial measures are intended to supplement, and should be read together with, our GAAP results. They should not be considered a substitute for, or superior to, reported financial results prepared in accordance with GAAP. Accordingly, users of our financial statements should not place undue reliance on these non-GAAP financial measures. Because non-GAAP financial measures are not standardized, they may not be comparable to similarly titled measures presented by other companies.

As discussed above under “2026 FedEx Compensation Elements — 2026 AIC Plans,” costs associated with the Spin-Off were excluded from 2026 adjusted FedEx Freight segment operating income as reported by FedEx for purposes of the 2026 FedEx Freight AIC Plan in order to more accurately reflect FedEx Freight’s core financial performance. The table below presents a reconciliation of our 2026 adjusted segment operating income to 2026 segment operating income presented in accordance with GAAP.

Dollars in millionsSegment Operating Income
GAAP measure$616
Spin-Off costs492
Non-GAAP measure$1,108

Report of the Human Resources and Compensation Committee of the Board of Directors

The HRCC has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on its review and discussions with management, the HRCC recommended to the Board of Directors, and the Board approved, that the Compensation Discussion and Analysis be included in this Annual Report. This report is provided by the following independent directors, who comprise the HRCC:

Cindy J. Miller, Chair

Steven E. Gorman

John P. Sauerland

Summary Compensation Table

This section contains certain tabular and narrative information regarding the compensation paid by FedEx to the named executive officers for the fiscal years presented below. As discussed elsewhere in this Annual Report, on June 1, 2026, we completed the Spin-Off and became an independent, publicly traded company. The information presented below references compensation earned by the named executive officers under legacy FedEx compensation programs. Additionally, the information below reflects the pre-Spin-Off unadjusted equity-based awards granted by FedEx to the named executive officers during the fiscal years presented.

Name and Principal Position**(1)**YearSalary ($)Bonus ($)****(2)Stock Awards ($)****(3)Option Awards ($)****(3)Non-Equity Incentive Plan Compensation ($)****(4)Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)****(5)All Other Compensation ($)****(6)Total ($)
John A. SmithPresident and Chief Executive Officer2026930,265–2,235,9251,199,8613,839,858173,953943,2389,323,100
2025899,656–1,030,3431,197,8821,174,994214,759763,4395,281,073
Marshall W. Witt Executive Vice President – Chief Financial Officer2026390,000250,000403,628145,054123,39922,047525,6211,859,749
Clement Edward Klank III Executive Vice President – Chief Human Resources and Legal Officer2026463,82325,142412,794239,898497,090133,059175,5171,947,323
2025446,372–163,593237,940220,79778,842120,8481,268,392
Clinton D. McCoyExecutive Vice President – Chief Operating Officer2026371,513–349,222144,907382,35939,457186,7471,474,205
2025338,939–161,051145,025172,36733,870135,878987,130
Michael Rodgers Executive Vice President – Chief Technology Officer2026484,50030,000377,105144,907172,536–254,7971,463,845

(1) Reflects titles these individuals hold at FedEx Freight following the Spin-Off.

(2) Amounts in this column reflect (i) a $250,000 signing bonus paid to Mr. Witt for accepting the position of Chief Financial Officer of FedEx Freight pursuant to his offer letter, (ii) the first installment ($30,000) of a $60,000 signing bonus paid to Mr. Rodgers for

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accepting the position of Chief Technology Officer of FedEx Freight, and (iii) a $25,142 bonus paid to Mr. Klank to compensate him for the reduction to his FY24-FY26 FedEx LTI Plan payout resulting from his transition from FedEx to his current role at FedEx Freight.

(3) The amounts reported in these columns reflect the aggregate grant date fair value of restricted stock and PSUs (each of which are included in the “Stock Awards” column) and option awards granted to the named executive officers during each fiscal year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. These amounts reflect the calculation of the value of these awards on the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the officer. For restricted stock awards, the fair value is equal to the fair market value of FedEx’s common stock (the average of the high and low prices of the stock on the NYSE) on the date of grant multiplied by the number of shares awarded. For PSUs, the grant date fair value was determined based on the target number of shares subject to the awards (100% payout level).

For accounting purposes, the Black-Scholes option pricing model was used to calculate the grant date fair value of stock options. Assumptions used in the calculation of the amounts in the “Option Awards” column are included in the audited consolidated financial statements in this Annual Report and in FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026. See the “Grants of Plan-Based Awards During 2026” table for information regarding restricted stock, PSU, and option awards granted to the named executive officers during 2026.

(4) For 2026, reflects cash payouts under FedEx’s 2026 AIC plans and FY24-FY26 LTI plan as follows (for further discussion of the 2026 AIC plans and the FY24-FY26 LTI plan, see “2026 FedEx Compensation Elements — 2026 AIC Plans” and “— FY24-FY26 FedEx LTI Plan” above):

NameAIC Payout ($)LTI Payout ($)Total Non-Equity Incentive Plan Compensation ($)
J.A. Smith1,255,8582,584,0003,839,858
M.W. Witt48,75074,649123,399
C.E. Klank95,872401,218497,090
C.D. McCoy46,439335,920382,359
M. Rodgers60,563111,973172,536

(5) Reflects the actuarial increase in the present value of the named executive officer’s benefits under the FedEx Pension Plan and the FedEx Parity Plan (as each such term is defined under “2026 Pension Benefits — Overview of FedEx Pension Plans”). The amounts in the table and this footnote were determined using assumptions (e.g., for interest rates and mortality rates) consistent with those used in the audited consolidated financial statements included in this Annual Report and in FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026. See “2026 Pension Benefits” below.

(6) For 2026, includes:

  • The aggregate incremental cost to FedEx of providing perquisites and other personal benefits to Messrs. J. Smith, Witt, and Rodgers (neither Mr. Klank nor Mr. McCoy received perquisites and other personal benefits over $10,000);

  • Group term life insurance premiums paid by FedEx;

  • Company-matching contributions under FedEx’s tax-qualified, defined contribution 401(k) retirement savings plan;

  • Tax payments relating to (i) restricted stock awards; (ii) with respect to Messrs. J. Smith and McCoy, certain business-related use of corporate aircraft; and (iii) with respect to Mr. Witt, certain relocation benefits; and

  • With respect to Mr. McCoy, a one-time payment related to the dissolution of FedEx Freight Corporation and a corresponding retiree healthcare benefit plan. All affected individuals received a lump-sum payout in the amount of the net value of the benefits to which they were entitled under the plan as determined by an actuarial analysis.

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The following table shows the amounts included for each such item:

NamePerquisites and Other Personal Benefits ($)****(a)Life Insurance Premiums ($)Company Contributions Under 401(k) Plan ($)Tax Reimbursement Payments ($)****(a)Other ($)****(b)Total ($)
J.A. Smith41,4882,36112,600886,789–943,238
M.W. Witt189,5271,22819,500315,366–525,621
C.E. Klank–1,46213,112160,943–175,517
C.D. McCoy–1,17214,721122,75448,100186,747
M. Rodgers77,7621,40236,985138,648–254,797

(a) See the following two tables for additional details regarding the amounts included in each item.

(b) The amount for Mr. McCoy reflects a one-time payment of $48,100 related to the dissolution of FedEx Freight Corporation and a corresponding retiree healthcare benefit plan (all affected individuals received a lump-sum payout in the amount of the net value of the benefits to which they were entitled under the plan as determined by an actuarial analysis).

During 2026, unless otherwise noted below, FedEx provided the following perquisites and other personal benefits to the named executive officers:

  • Security services and equipment provided to Mr. J. Smith:** Pursuant to FedEx’s executive security procedures, during 2026, FedEx’s executive officers (including Mr. J. Smith) were provided security services and equipment. To the extent the services and equipment were provided by third parties (e.g., out-of-town transportation and other security-related expenses; home security system installation, maintenance, and monitoring; and digital security monitoring and protection services), we have included in the table above for Mr. J. Smith the amounts paid by FedEx for such services and equipment. To the extent the security services were provided by FedEx employees, we have included for Mr. J. Smith amounts representing: (a) the number of hours of service provided by each such employee multiplied by (b) the total hourly compensation cost of the employee (including, among other things, pension and other benefit costs).

  • Tax return preparation services:** During 2026 FedEx required officers to have their income tax returns prepared by a qualified third party (other than its independent registered public accounting firm) and paid all reasonable and customary costs for such services.

  • Financial counseling services:** FedEx reimbursed officers for certain financial counseling services during 2026, subject to various caps.

  • Umbrella insurance premiums:** FedEx paid umbrella insurance premiums on behalf of officers during 2026.

  • Physical examinations:** FedEx paid for certain officers to have comprehensive annual physical examinations during 2026.

  • Supplemental disability benefits:** FedEx provides officers with supplemental short-term disability (100% of base salary for 28 weeks) and supplemental long-term disability benefits. Both benefit programs are self-funded (i.e., no premiums are paid to a third-party insurer) and thus there was no incremental cost to FedEx to provide these benefits.

  • Relocation and commuting benefits:** During 2026 FedEx provided certain relocation and commuting benefits to each of Messrs. Witt and Rodgers following their respective hires. While we consider the commuting expenses to be business-related, they may not be “directly and integrally related” to the performance of each executive officer’s duties as required by applicable SEC rules and are considered perquisites for disclosure purposes.

The following table shows the amounts (the aggregate incremental cost to FedEx) included in the perquisites and other personal benefits column in the table above for each such item for each of Messrs. J. Smith, Witt, and Rodgers:

NameSecurity Services and Equipment ($)Tax Return Preparation Services ($)Financial Counseling Services ($)Umbrella Insurance Premiums ($)Other ($)****(a)Total ($)
J.A. Smith29,0162,9275009,045–41,488
M.W. Witt–––854188,673189,527
M. Rodgers–––1,36276,40077,762

(a) For Mr. Witt this item represents certain relocation and commuting benefits and for Mr. Rodgers it represents certain commuting benefits ($74,900) and physical examinations ($1,500).

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The following table shows the amounts included in the tax reimbursement payments column in the table above:

NameRestricted Stock ($)Business Related use of Corporate and Commercial Aircraft ($)Relocation Benefits ($)Total ($)
J.A. Smith881,3545,435–886,789
M.W. Witt261,875–53,491315,366
C.E. Klank160,943––160,943
C.D. McCoy121,2301,524–122,754
M. Rodgers138,648––138,648

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Grants of Plan-Based Awards During 2026

The following table sets forth information regarding grants of legacy FedEx plan-based awards made to the named executive officers during 2026. The information below reflects the pre-Spin-Off unadjusted awards granted by FedEx to the named executive officers.

Estimated Future Payouts Under Equity and Non-Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units (#)All Other Option Awards: Number of Securities Underlying Options (#)Exercise or Base Price of Stock Awards ($/SH)****(1)Closing Price on Grant Date ($/SH)Grant Date Fair Value of Stock and Option Award ($)****(2)
NameType of AwardGrant DateApproval DateThreshold ($)Target ($)Maximum ($)
J.A. SmithRestricted Stock(3)06/26/202506/08/20256,3251,410,855
Stock Option(4)06/26/202506/08/202516,105223.06221.071,199,861
PSUs(5)09/29/202509/29/2025206,250825,0001,237,500825,070
FY26 AIC(6)–1,116,3181,395,398
FY26-FY28 LTI(7)125,0002,000,0004,000,000
M.W. WittRestricted Stock(3)10/15/202510/15/20251,722403,628
Stock Option(4)10/15/202510/15/20251,838234.90235.80145,054
FY26 AIC(6)–195,000292,500
FY26-FY28 LTI(7)18,056288,889577,778
C.E. KlankRestricted Stock(3)06/26/202506/08/20251,155257,634
Stock Option(4)06/26/202506/08/20253,220223.06221.07239,898
PSUs(5)09/29/202509/29/202538,750155,000232,500155,160
FY26 AIC(6)–231,912347,868
FY26-FY28 LTI(7)20,313325,000650,000
C.D. McCoyRestricted Stock(3)06/26/202506/08/2025870194,062
Stock Option(4)06/26/202506/08/20251,945223.06221.07144,907
PSUs(5)09/29/202509/29/202538,750155,000232,500155,160
FY26 AIC(6)–185,757278,635
FY26-FY28 LTI(7)20,313325,000650,000
M. RodgersRestricted Stock(3)06/26/202506/08/2025995221,945
Stock Option(4)06/26/202506/08/20251,945223.06221.07144,907
PSUs(5)09/29/202509/29/202538,750155,000232,500155,160
FY26 AIC(6)–242,250363,375
FY26-FY28 LTI(7)20,313325,000650,000

(1) The exercise price of the options on the grant date was the fair market value of FedEx common stock (the average of the high and low prices of the stock on the NYSE) on the grant date. The options converted into FedEx Freight stock options with the same intrinsic value in connection with the Spin-Off. See “2026 FedEx Compensation Elements — Equity-Based Awards” and “Executive Compensation Matters Related to the Spin-Off — Adjustments to FedEx Equity Awards” for further discussion.

(2) Represents the grant date fair value of each equity-based award, computed in accordance with FASB ASC Topic 718. See note 3 to the Summary Compensation Table for information regarding the assumptions used in the calculation of these amounts.

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(3) Shares of restricted FedEx stock awarded to the named executive officers during 2026 generally vest ratably over four years beginning on the first anniversary of the grant date (1,508 of the 1,722 shares granted to Mr. Witt, which were awarded pursuant to the terms of his offer letter, vest ratably over three years). Holders of FedEx restricted stock are entitled to vote such shares and receive any dividends paid on FedEx common stock. FedEx paid the taxes resulting from a restricted stock award on behalf of the recipient (these tax payments are included in the “All Other Compensation” column in the Summary Compensation Table). In connection with the Spin-Off, each holder of FedEx restricted stock received one share of FedEx Freight restricted stock for every two shares of FedEx restricted stock held immediately prior to the Spin-Off and cash in lieu of fractional shares. See “2026 FedEx Compensation Elements — Equity-Based Awards” and “Executive Compensation Matters Related to the Spin-Off — Adjustments to FedEx Equity Awards” for further discussion.

(4) FedEx stock options granted to the named executive officers during 2026 vest ratably over four years beginning on the first anniversary of the grant date. The options converted into FedEx Freight stock options with the same intrinsic value in connection with the Spin-Off. See “2026 FedEx Compensation Elements — Equity-Based Awards” and “Executive Compensation Matters Related to the Spin-Off — Adjustments to FedEx Equity Awards” for further discussion.

(5) Pursuant to the EIILP, in September 2025 Messrs. J. Smith, Klank, McCoy, and Rodgers received one-time grants of PSUs that will conditionally vest on December 31, 2028 subject to the achievement of the relevant performance metrics. See “2026 FedEx Compensation Elements — Equity-Based Awards” and “Executive Compensation Matters Related to the Spin-Off — Adjustments to FedEx Equity Awards” for further discussion.

(6) These annual performance cash compensation plans provided a cash payment opportunity at the conclusion of 2026. Payment amounts were based upon the achievement of financial- and operational-performance goals for 2026 and the achievement of individual performance objectives. See “2026 FedEx Compensation Elements — 2026 AIC Plans” for further discussion.

(7) The FedEx Board, upon the recommendation of the FedEx CHRC, established this long-term performance cash compensation plan in June 2025. The plan was established to provide a long-term cash payment opportunity to officers at the conclusion of 2028 if FedEx achieved (a) an aggregate EPS goal (50% of the total payout opportunity), (b) an average ROIC growth goal (25% of the total payout opportunity), and (c) a relative TSR performance goal (25% of the total payout opportunity). On June 1, 2026, the HRCC approved amendments to the FY26-FY28 FedEx LTI plan, which was assumed by FedEx Freight in connection with the Spin-Off and which is based on a May 31 fiscal year end, to (i) measure actual performance through May 31, 2026 using the original performance goals and (ii) assume target performance for the remaining period, with payouts to be calculated using a weighted average of actual performance measured through May 31, 2026 and target performance for the remainder of the plan period. See “Executive Compensation Matters Related to the Spin-Off — Amendments to Active FedEx LTI Cash Plans” for further discussion.

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Outstanding Equity Awards at End of 2026

The following table sets forth for each named executive officer certain information about unexercised FedEx stock options and unvested shares of restricted FedEx stock and FedEx PSUs held at the end of 2026. The information below reflects the pre-Spin-Off unadjusted equity-based awards granted by FedEx to the named executive officers and the closing market price of FedEx’s common stock on May 29, 2026, the last trading day of 2026, which was $411.75. See “Executive Compensation Matters Related to the Spin-Off — Adjustments to FedEx Equity Awards” above for discussion of the treatment of FedEx equity awards held by FedEx Freight employees in connection with the Spin-Off.

Option AwardsStock Awards
Number of Securities Underlying Unexercised Options (#)Number of Securities Underlying Unexercised Options (#)Option Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)****(a)Market Value of Shares or Units of Stock That Have Not Vested ($)****(b)Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested**(c)**Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested**(c)**
NameExercisableUnexercisable**(a)**
J.A. Smith2,975–207.305006/12/2027
9,185–261.780006/11/2028
17,030–161.850006/10/2029
13,905–130.960006/15/2030
9,665–294.605006/14/2031
10,1663,389(1)226.945006/30/2032
7,7197,719(2)229.595006/22/2033
2,7818,345(3)292.130006/27/2034
–16,105(4)223.060006/26/2035
11,753(5)4,839,298
3,513(6)1,446,478
M.W. Witt–1,838(7)234.895010/15/2035
1,722(8)709,034
C.E. Klank2,830–294.605006/14/2031
2,763922(9)226.945006/30/2032
1,5771,578(10)229.595006/22/2033
5521,658(11)292.130006/27/2034
–3,220(12)223.060006/26/2035
2,171(13)893,909
660(14)271,755
C.D. McCoy–544(15)226.945006/30/2032
–931(16)229.595006/22/2033
–1,011 (17)292.130006/27/2034
–1,945 (18)223.060006/26/2035
1,644(19)676,917
660(20)271,755
M. Rodgers–1,945(21)223.060006/26/2035
995(22)409,691
660(23)271,755

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(a) The following table sets forth the vesting dates of the stock options, restricted stock, and PSUs included in these columns.

DateNumberDateNumber
J.A. Smith(1)06/30/20263,389M.W. Witt(7)10/15/2026459
(2)06/22/20263,85910/15/2027460
06/22/20273,86010/15/2028459
(3)06/27/20262,78210/15/2029460
06/27/20272,781(8)10/15/2026555
06/27/20282,78210/15/2027557
(4)06/26/20264,02610/15/2028556
06/26/20274,02610/15/202954
06/26/20284,026
06/26/20294,027
(5)06/22/2026990
06/26/20261,581
06/27/2026882
06/30/2026802
06/22/2027990
06/26/20271,581
06/27/2027882
06/26/20281,581
06/27/2028882
06/26/20291,582
(6)12/31/20283,513
C.E. Klank(9)06/30/2026922C.D. McCoy(15)06/30/2026544
(10)06/22/2026789(16)06/22/2026465
06/22/202778906/22/2027466
(11)06/27/2026553(17)06/27/2026337
06/27/202755206/27/2027337
06/27/202855306/27/2028337
(12)06/26/2026805(18)06/26/2026486
06/26/202780506/26/2027486
06/26/202880506/26/2028486
06/26/202980506/26/2029487
(13)06/22/2026198(19)06/22/2026108
06/26/202628806/26/2026217
06/27/202614006/27/202686
06/30/202620006/30/2026109
06/22/202719803/24/202764
06/26/202728906/22/2027108
06/27/202714006/26/2027218
06/26/202828906/27/202786
06/27/202814003/24/202863
06/26/202928906/26/2028217
(14)12/31/202866006/27/202886
03/24/202964
06/26/2029218
(20)12/31/2028660

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DateNumberDateNumber
M. Rodgers(21)06/26/2026486
06/26/2027486
06/26/2028486
06/26/2029487
(22)06/26/2026248
06/26/2027249
06/26/2028249
06/26/2029249
(23)12/31/2028660

(b) Computed by multiplying the closing market price of FedEx’s common stock on May 29, 2026, the last trading day of 2026 (which was $411.75), by the number of shares.

(c) Amounts reflect PSUs granted in September 2025 pursuant to the EIILP that will conditionally vest on December 31, 2028 subject to the achievement of the relevant performance metric. The number of shares and corresponding payout value assume the target level of FedEx performance in accordance with SEC requirements and include accumulated dividend equivalent units (“DEUs”). DEUs accumulated through May 31, 2026, are as follows: Mr. J. Smith — 30, Mr. Klank — 5, Mr. McCoy — 5, and Mr. Rodgers — 5. See “2026 FedEx Compensation Elements — Equity-Based Awards — 2026 Performance Stock Units” and “Executive Compensation Matters Related to the Spin-Off — Performance Stock Units” for additional information.

Option Exercises and Stock Vested During 2026

The following table sets forth for each named executive officer certain information about FedEx stock options that were exercised and restricted FedEx stock that vested during 2026. The information reflects the pre-Spin-Off unadjusted equity awards granted by FedEx to the named executive officers.

Option AwardsStock Awards
NameNumber of Shares Acquired on Exercise (#)Value Realized on Exercise ($)****(1)Number of Shares Acquired on Vesting (#)Value Realized on Vesting ($)****(2)
J.A. Smith––3,236731,660
M.W. Witt––––
C.E. Klank9,3301,680,136690156,028
C.D. McCoy4,841541,777457114,601
M. Rodgers––––

(1) If the shares were sold immediately upon exercise, the value realized on exercise of the option is the difference between the actual sales price and the exercise price of the option. Otherwise, the value realized is the difference between the fair market value of FedEx common stock (the average of the high and low prices of the stock on the NYSE) on the date of exercise and the exercise price of the option.

(2) Represents the fair market value of the shares on the vesting date.

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2026 Pension Benefits

The following table sets forth for each named executive officer the present value of accumulated benefits at the end of 2026 under FedEx’s defined benefit pension plans. Following the Spin-Off, these pension plans are maintained with respect to FedEx Freight employees on the same terms as described below (except as otherwise noted). See “Executive Compensation Matters Related to the Spin-Off — Retirement Plans” for additional information.

NamePlan NameNumber of Years Credited Service (#)****(1)Present Value of Accumulated Benefit ($)****(2)Payments During 2026 ($)
J.A. SmithFedEx Corporation Employees’ Pension Plan26376,497–
FedEx Corporation Retirement Parity Pension Plan26797,468–
M.W. WittFedEx Corporation Employees’ Pension Plan11306,715–
FedEx Corporation Retirement Parity Pension Plan11––
C.E. KlankFedEx Corporation Employees’ Pension Plan281,138,262–
FedEx Corporation Retirement Parity Pension Plan28236,026–
C.D. McCoyFedEx Corporation Employees’ Pension Plan28187,024–
FedEx Corporation Retirement Parity Pension Plan2851,293–
M. RodgersFedEx Corporation Employees’ Pension Plan–––
FedEx Corporation Retirement Parity Pension Plan–––

(1) Effective May 31, 2023, the defined benefit pension plans sponsored by FedEx Freight were merged into the FedEx-sponsored defined benefit pension plans.

(2) These amounts were determined using assumptions (e.g., for interest rates and mortality rates) consistent with those used in the audited consolidated financial statements included herein and in FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026. The benefits are expressed as lump-sum amounts, even though the benefits using the traditional pension benefit formula under the Pension Plan (as defined below) are generally not payable as a lump-sum distribution (only $7,000 or less may be distributed as a lump sum under the traditional pension benefit formula under the Pension Plan). The benefits using the Portable Pension Account formula (discussed below) under the Pension Plan may be paid as a lump sum.

The present value of the Pension Plan traditional pension benefit is equal to the single life annuity payable at the normal retirement date (age 65 or as set forth under FedEx’s defined benefit plans if applicable), converted based on an interest rate of 5.763% and Oliver Wyman’s 2024 mortality tables based on the U.S. longevity model with MP-2021 mortality improvement scale, discounted to May 31, 2026 using an interest rate of 5.763%. The present value of the Portable Pension Account as of May 31, 2026 is equal to the officer’s account balance on May 31, 2026, projected to the normal retirement date, if applicable, based on an interest rate of 1.1725% credited quarterly during the period from June 1, 2026 through May 31, 2027 and 1% credited quarterly thereafter and discounted to May 31, 2026, using an interest rate of 5.763%.

Mr. Rodgers is not eligible to participate in the Pension Plan and Messrs. Witt and Rodgers did not have any Parity Plan benefits accrued as of May 31, 2026.

Overview of FedEx Pension Plans

The named executive officers participated in the FedEx Corporation Retirement Savings Plan (the “Retirement Savings Plan”) and/or the FedEx Corporation Retirement Savings Plan II (the Retirement Savings Plan II and, with the Retirement Savings Plan, the “401(k) Plans”) during 2026. The annual matching company contribution under the Retirement Savings Plan is a maximum of 3.5% of eligible earnings. Effective January 1, 2022, employees hired on or after January 1, 2020 (or eligible employees who chose to cease receiving compensation credits under the Pension Plan (as defined below)) instead receive enhanced matching contributions up to a maximum of 8.0% of eligible earnings under the Retirement Savings Plan II.

FedEx maintains a tax-qualified, defined benefit pension plan called the FedEx Corporation Employees’ Pension Plan (the “Pension Plan”). FedEx also maintains a supplemental, non-tax-qualified plan called the FedEx Corporation Retirement Parity Pension Plan (the

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“Parity Plan”), which provides 100% of the benefits that would otherwise be denied to certain management-level participants in the Pension Plan due to the Code limits on accrued annual benefits and annual compensation that may be taken into account under a tax-qualified pension plan. For management-level participants who accrue Pension Plan benefits under a formula applicable to FedEx Freight employees, the Parity Plan also provides the additional benefits those employees would have received had they accrued Pension Plan benefits under formulas applicable to employees of certain other FedEx companies. Benefits under the Parity Plan are unfunded and are general, unsecured obligations of FedEx.

Effective May 31, 2003, FedEx amended the Pension Plan and the Parity Plan to add a cash balance feature called the Portable Pension Account. Eligible employees hired after May 31, 2003 accrue benefits exclusively under the Portable Pension Account and benefits previously accrued using the traditional pension benefit formula were capped as of May 31, 2008, and are payable beginning at retirement. Parity Plan participants, including the participating named executive officers, receive additional Portable Pension Account compensation credits equal to 3.5% of any eligible earnings above the maximum compensation limit for tax-qualified plans (or 8% after January 1, 2022 for eligible employees who elect to receive enhanced matching contributions under the Retirement Savings Plan II, as described above, or who were hired on or after January 1, 2020).

Normal retirement age for the majority of participants under the Pension Plan and the Parity Plan is age 60, except that for benefits accrued after January 31, 2016, the normal retirement age is age 62 and for benefits accrued at FedEx Freight the normal retirement age is 65. The traditional pension benefit under the Pension Plan for a participant who retires between the ages of 55 and 60 will be reduced by 3% for each year the participant receives his or her benefit prior to age 60.

Traditional Pension Benefit

Under the traditional pension benefit formula, the FedEx Pension Plan provides an accrued benefit equal to 2% of the average of the five calendar years of highest earnings during employment multiplied by years of credited service for benefit accrual up to 25 years. Eligible compensation for the traditional pension benefit under the Pension Plan generally include salary and annual incentive compensation.

Each named executive officer’s capped accrued traditional pension benefit was calculated using his years of credited service as of either May 31, 2003 or May 31, 2008, depending on whether he chose to accrue future benefits under the cash balance formula or the traditional pension benefit formula in 2003, and his eligible earnings history as of May 31, 2008.

Portable Pension Account

The benefit under the FedEx Portable Pension Account is expressed as a notional cash balance account. For each plan year in which a participant is credited with a year of service, compensation credits, equal to a stated percentage of annual compensation, are added based on the FedEx company by which the participant is employed and the participant’s age and years of service as of the end of the prior plan year and the participant’s eligible compensation for the prior calendar year, in accordance with the following table:

Age + Service on May 31FedEx/Federal Express Compensation CreditFedEx Freight Compensation Credit
Less than 555%3%
55 – 646%4%
65 – 747%5%
75 or over8%6%

On May 31, 2026, the sum of age plus years of service for the named executive officers was as follows: Mr. J. Smith — 88; Mr. Klank — 84; and Mr. McCoy — 79. On May 31, 2026, Mr. J. Smith was employed by Federal Express and accrued benefits under the corresponding compensation credit accrual rate, and Messrs. Klank and McCoy were employed by FedEx Freight and accrued benefits under the accrual rate for FedEx Freight participants. The difference between the Portable Pension Account benefits which Messrs. Klank and McCoy accrued and the benefits each officer would have accrued under the compensation crediting rate for Federal Express and FedEx is addressed by the Parity Plan. Eligible compensation under the Portable Pension Account and Parity Plan features include salary, annual incentive compensation, and promotional and certain other bonuses (but does not include long-term incentive compensation).

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Participants in the Pension Plan and the Parity Plan who were age 40 or older on June 1, 2008, and who have an accrued benefit under the traditional pension benefit formula receive an additional annual compensation credit for each plan year in which the participant is credited with a year of service. Transition compensation credits are added based on the participant’s age and years of service as of the end of the prior plan year and the participant’s eligible compensation for the prior calendar year in accordance with the following table:

Age + Service on May 31Transition Compensation Credit*
Less than 552%
55 – 643%
65 – 744%
75 or over5%
  • For years of credited service over 25, transition compensation credits are 2% per year.

An eligible participant will receive transition compensation credits for five years (through May 31, 2013) or until he or she has 25 years of credited service, whichever is longer. For participants with 25 or more years of service, transition compensation credits are 2% per year and ceased as of May 31, 2013. An eligible participant’s first transition compensation credit was added to his or her Portable Pension Account as of May 31, 2009.

Interest credits were added to a participant’s Portable Pension Account benefit as of August 31, November 30, February 28, and May 31 after a participant accrues his or her first compensation credit, except that the May 31 interest credit was added prior to the May 31 compensation credit or transition compensation credit (or additional compensation credit under the Parity Plan). Interest credits were based on the Portable Pension Account notional balance and a quarterly interest-crediting factor, which was equal to the greater of (a) 1/4 of the one-year Treasury constant maturities rate for April of the preceding plan year plus 0.25% and (b) 1% (1/4 of 4%). Interest credits will continue to be added until the last day of the month before plan benefits are distributed. The quarterly interest-crediting factor was 1.2375% for the plan year ended May 31, 2026, 1.5350% for the plan year ended May 31, 2025, and 1.4200% for the plan year ended May 31, 2024.

Distribution

Upon a participant’s retirement, the vested traditional pension benefit under the Pension Plan is payable as a monthly annuity. Upon a participant’s retirement or other termination of employment, an amount equal to the vested Portable Pension Account notional balance under the Pension Plan is payable to the participant in the form of a lump-sum payment or an annuity.

All Parity Plan benefits are paid as a single lump-sum distribution as follows:

  • For the portion of the benefit accrued under the Portable Pension Account formula, the lump-sum benefit will be paid six months following the date of the participant’s termination of employment; and

  • For the portion of the benefit accrued under the traditional pension benefit formula, the lump-sum benefit will be paid the later of the date the participant turns age 55 or six months following the date of the participant’s termination of employment.

Potential Payments Upon Termination or Change of Control

This section provides information regarding payments and benefits to the named executive officers that would have been triggered by termination of the officer’s employment (including resignation or voluntary termination; severance or involuntary termination; and retirement) or a change of control of FedEx on May 31, 2026 under the applicable legacy FedEx compensation and benefit plans in place prior to the Spin-Off.

Benefits Triggered by Voluntary or Involuntary Separation

During 2026 each of the named executive officers was an at-will employee and, as such, did not have an employment contract. In addition, if the officer’s employment terminated for any reason other than death or permanent disability, any unvested FedEx stock options would have automatically terminated and any unvested PSUs would have been forfeited and cancelled. If the officer’s employment terminated for any reason other than retirement, death, or permanent disability, any unvested shares of restricted stock would have been automatically forfeited. Accordingly, no payments or benefits would have been triggered by any termination event (including resignation and severance) other than retirement, death, or permanent disability, or in connection with a change of control of FedEx.

Under FedEx’s policy on limitation of severance benefits, FedEx will not pay or enter into any new agreement with a FedEx executive officer (such as Mr. J. Smith) that provides for severance benefits in connection with the executive officer’s voluntary or involuntary termination (unless due to death or permanent disability or in connection with a change of control) in an amount that exceeds 2.99 times the sum of the executive officer’s base salary and target AIC payout for the year of termination (with the value of any unvested equity awards that accelerate on the applicable termination of employment event calculated according to Section 280G of the Code (“Section 280G”)) unless approved or ratified by stockholders. FedEx’s 2019 Omnibus Stock Incentive Plan (the “2019 Plan”) also

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provides that if the value of any unvested equity awards that accelerate in connection with a change of control of FedEx triggers an excise tax under Section 4999 of the Code (“Section 4999”), then the amount of the individual’s awards eligible to accelerate will be reduced, to the extent possible, to one dollar ($1) less than three times the individual’s Section 280G “base amount.”

Benefits Triggered by Retirement, Death, or Permanent Disability

Retirement

If a named executive officer retired during 2026:

  • If retirement occurred at or after age 60, all restrictions applicable to the FedEx restricted stock held by the employee would have lapsed on the date of retirement (unless otherwise provided in the applicable award agreement);

  • If retirement occurred at or after age 55, but before age 60 (unless otherwise provided in the applicable award agreement), the restrictions applicable to restricted stock held by the employee would have continued until the earlier of the specified expiration of the restriction period, the employee’s permanent disability, or the employee’s death; and

  • All of the employee’s unvested stock options would have terminated and all of the employee’s unvested PSUs would have been forfeited and canceled.

For information regarding retirement benefits under FedEx’s pension plans, see “2026 Pension Benefits” above.

Death or Permanent Disability

If a named executive officer died or became permanently disabled during 2026:

  • all restrictions applicable to the restricted stock held by the officer would have immediately lapsed;

  • all of the officer’s unvested stock options would have immediately vested; and

  • any unvested PSUs would have been forfeited and canceled.

In addition, during 2026 each named executive officer was provided with:

  • $1,500,000 of group term life insurance coverage;

  • $500,000 of business travel accident insurance coverage for death or certain injuries suffered as a result of an accident while traveling on company business; and

  • A supplemental long-term disability program, with a monthly benefit equal to 60% of the officer’s basic monthly earnings (provided the officer continues to meet the definition of disability, these benefits generally would continue until age 65).

Benefits Triggered by Change of Control or Termination after Change of Control

FedEx Stock Incentive Plans

FedEx’s 2010 Omnibus Stock Incentive Plan, as amended, and 2019 Plan (together, the “Stock Incentive Plans”) provide that, in the event of a “change of control” (as defined in the Stock Incentive Plans), each holder of an unexpired option to purchase FedEx stock has the right to exercise such option without regard to the date such option would first be exercisable. The Stock Incentive Plans also provide that, in the event of a “change of control,” depending on the change of control event, either (i) the restricted stock will be canceled and FedEx will make a cash payment to each holder in an amount equal to the product of the highest price per share received by the holders of FedEx’s common stock in connection with the change of control multiplied by the number of shares of restricted stock held or (ii) the restrictions applicable to any such shares will immediately lapse.

Under the Stock Incentive Plans, the FedEx CHRC may exercise its discretion to provide for a treatment different than described above with respect to any particular award, as set forth in the related award agreement. Such discretion was not exercised with respect to any of the named executive officers.

FedEx’s 2019 Plan provides that, if the value of any award holder’s unvested awards that accelerate in connection with a change of control would give rise to adverse tax consequences under Section 4999, then the amount of the holder’s awards eligible to accelerate will automatically be reduced, to the extent possible, to one dollar ($1) less than three times the participant’s “base amount” (as defined in Section 280G).

Management Retention Agreement with Mr. J. Smith

During 2026 FedEx had an MRA in place with Mr. J. Smith. Mr. J. Smith’s MRA terminated when he was appointed President and Chief Executive Officer of FedEx Freight in connection with the Spin-Off. The purpose of the MRA was to secure Mr. J. Smith’s continued services in the event of any threat or occurrence of a change of control (as defined in the MRA). Upon a change of control, the MRA immediately established a two-year employment agreement with Mr. J. Smith. During the employment period, Mr. J. Smith’s position (including status, office, title, and reporting relationships), authority, duties, and responsibilities could not be materially diminished. For

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information regarding the benefits Mr. J. Smith would have been entitled to receive under the MRA following a “qualifying termination” during 2026, see “— Quantification of Potential Payments Upon Termination or Change of Control” below.

Mr. J. Smith’s benefits under the MRA would have been reduced to the largest amount that would result in none of the MRA payments being subject to any excise tax. If the IRS otherwise determined that any MRA benefits were subject to excise taxes, Mr. J. Smith would have been required to repay FedEx the minimum amount necessary so that no excise taxes were payable.

Quantification of Potential Payments Upon Termination or Change of Control

The following table and footnotes describe the potential payments to the named executive officers upon termination of employment or a change of control of FedEx as of May 31, 2026.

This table does not include:

  • compensation or benefits previously earned by the named executive officers or equity awards that were fully vested;

  • the value of pension benefits that are disclosed under “2026 Pension Benefits”; and

  • the value of any benefits that would have been provided on the same basis to substantially all other employees.

NameVoluntary Separation (Non-CIC)****(1) ($)Involuntary Separation (Non-CIC)****(1) ($)Retirement**(2)** ($)Death ($)Permanent Disability ($)Change of Control (No Termination) ($)Change of Control and Qualifying Termination ($)
J.A. Smith
Base Salary(3)––––––1,878,770
AIC(3)––––––2,232,636
Active LTI Plans–––––––
Restricted Stock(4)––4,839,2984,839,2984,839,2984,839,2984,839,298
Stock Options(4)–––6,069,4406,069,4406,069,4406,069,440
PSUs(5)–––––––
Health Benefits(3)––––––78,070
280G Reduction Amount(6)–––––––
TOTAL––4,839,29810,908,73810,908,73810,908,73815,098,214
M.W. Witt
Base Salary–––––––
AIC–––––––
Active LTI Plans–––––––
Restricted Stock(4)––709,034709,034709,034709,034709,034
Stock Options(4)–––325,059325,059325,059325,059
Health Benefits–––––––
280G Reduction Amount(6)–––––––
TOTAL––709,0341,034,0931,034,0931,034,0931,034,093
C.E. Klank
Base Salary–––––––
AIC–––––––
Active LTI Plans–––––––
Restricted Stock(4)––893,909893,909893,909893,909893,909
Stock Options(4)–––1,263,7431,263,7431,263,7431,263,743
PSUs(5)–––––––
Health Benefits–––––––
280G Reduction Amount(6)–––––––
TOTAL––893,9092,157,6522,157,6522,157,6522,157,652

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NameVoluntary Separation (Non-CIC)****(1) ($)Involuntary Separation (Non-CIC)****(1) ($)Retirement**(2)** ($)Death ($)Permanent Disability ($)Change of Control (No Termination) ($)Change of Control and Qualifying Termination ($)
C.D. McCoy
Base Salary–––––––
AIC–––––––
Active LTI Plans–––––––
Restricted Stock(4)––676,917676,917676,917676,917676,917
Stock Options(4)–––758,058758,058758,058758,058
PSUs(5)–––––––
Health Benefits–––––––
280G Reduction Amount(6)–––––––
TOTAL––676,9171,434,9751,434,9751,434,9751,434,975
M. Rodgers
Base Salary–––––––
AIC–––––––
Active LTI Plans–––––––
Restricted Stock(4)––409,691409,691409,691409,691409,691
Stock Options(4)–––367,002367,002367,002367,002
PSUs(5)–––––––
Health Benefits–––––––
280G Reduction Amount(6)–––––––
TOTAL––409,691776,693776,693776,693776,693

(1) Reflects entitlements if there was a separation prior to reaching age 55.

(2) Reflects entitlements if there was a separation after reaching age 55, whether voluntary or involuntary.

(3) In the event of a “qualifying termination,” the MRA with Mr. J. Smith provided for (a) a lump-sum cash payment equal to two times his base salary plus two times his target AIC opportunity and (b) certain medical, dental, and vision benefits. A “qualifying termination” under the MRA was a termination of Mr. J. Smith’s employment by FedEx other than for cause, disability, or death or by Mr. J. Smith for “good reason” (principally relating to a material diminution in his authority, duties, or responsibilities or a material failure by FedEx to compensate Mr. J. Smith as provided in the MRA).

(4) Represents the intrinsic value of the acceleration of vesting of any restricted stock or stock options that would have vested upon the event. For restricted stock, intrinsic value is computed by multiplying the closing market price per share of FedEx’s common stock on May 29, 2026, the last trading day of 2026 (which was $411.75), by the number of unvested shares of restricted stock held by the officer as of May 31, 2026. For stock options, intrinsic value represents the difference between the closing market price of FedEx’s common stock on May 29, 2026 ($411.75) and the exercise price of each unvested option (if the exercise price was less than such market price) held by the officer as of May 31, 2026. The value of the acceleration of any equity awards under the Policy on Limitation of Severance Benefits in connection with a retirement with respect to Mr. J. Smith, or in connection with an actual change of control of FedEx, would be determined using the applicable methodology set forth in Section 280G, which amounts would be less than the intrinsic values shown in the table above.

(5) If the named executive officer’s service terminated during 2026 for any reason the PSUs would have been immediately forfeited and cancelled.

(6) Represents the amount of payments that would have been forfeited to avoid being subject to any excise tax or excess payment under the 2019 Plan or, with respect to Mr. J. Smith, the Policy on Limitation of Severance Benefits or his MRA, as applicable. Based upon a hypothetical analysis as of May 31, 2026, no named executive officer would have been required to forfeit any cash payments or reduce the number of shares of stock or amount received upon acceleration of vesting of restricted stock or stock options held as of May 31, 2026.

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