Form 8-K FEDEX CORP For: Sep 23
Exhibit 99.2
Compensation Arrangements with Outside Directors
In September 2019, the Board of Directors and its Compensation Committee conducted their annual review of non-management (outside) director compensation and approved no change in the annual retainer or committee chairperson fees.
Accordingly, outside directors continue to be paid an annual retainer of $132,000. Chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees are paid an additional annual fee of $15,000. The Audit Committee chairperson is paid an additional annual fee of $25,000. In addition, each outside director who was elected at FedExs 2019 annual meeting received a stock option for 5,325 shares of FedEx common stock. Outside directors may elect to receive their annual retainer in all cash, all shares or 50% in cash and 50% in shares.
Any outside director who is elected to the Board after the 2019 annual meeting will receive the applicable pro rata portion of the annual retainer and stock option grant in connection with his or her election.
In response to a stockholder demand letter, a special committee has been formed. Members of the special committee are paid $2,000 for each in-person meeting attended and $1,500 for each telephonic meeting attended.
The Compensation Committee annually reviews director compensation, including, among other things, comparing FedExs director compensation practices with those of other companies with annual revenues between $25 billion and $100 billion (this years comparison group included 96 companies, which are listed on Appendix A attached hereto, and was based on proxy statement data provided by a third-party compensation data provider). Before making a recommendation regarding director compensation to the Board, the Compensation Committee considers that the directors independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.
Appendix A
3M Company
Abbott Laboratories
AbbVie Inc.
Accenture plc
Albertsons Companies, Inc.
Alimentation Couche-Tard Inc.
The Allstate Corporation
Altria Group, Inc.
American Airlines Group Inc.
American Express Company
American International Group, Inc.
Anheuser-Busch InBev SA/NV
Anthem, Inc.
Archer-Daniels-Midland Company
Arrow Electronics, Inc.
Bank of America Corporation
Bestbuy Co., Inc.
BHP Group Limited
Centene Corporation
Charter Communications, Inc.
CHS Inc.
Chubb Limited
CIGNA Corporation
Cisco Systems, Inc.
Citigroup Inc.
The Coca-Cola Company
ConocoPhillips
Danone SA
Deere & Company
Dell Technologies Inc.
Delta Air Lines, Inc.
Dollar General Corporation
Enbridge Inc.
Energy Transfer L.P.
Enterprise Products Partners L.P.
Exelon Corporation
Facebook, Inc.
Flex Ltd.
General Dynamics Corporation
The Goldman Sachs Group, Inc.
HCA Healthcare, Inc.
Hewlett Packard Enterprise Company
Honeywell International Inc.
HP Inc.
Humana Inc.
Intel Corporation
International Business Machines Corporation
INTL FCStone Inc.
Johnson & Johnson
Johnson Controls International plc
Lenovo Group Ltd.
Loblaw Companies Limited
Lockheed Martin Corporation
Lowes Companies, Inc.
LyondellBasell Industries N.V.
Marathon Petroleum Corporation
Medtronic Public Limited Company
Merck & Co., Inc.
MetLife, Inc.
Micron Technology Inc.
Mondelez International, Inc.
Morgan Stanley
Nestlé S.A.
NIKE, Inc.
Northrop Grumman Corporation
Nucor Corporation
Oracle Corporation
PBF Energy Inc.
PepsiCo, Inc.
Pfizer Inc.
Philip Morris International Inc.
Plains All American Pipeline, L.P.
The Proctor & Gamble Company
The Progressive Corporation
Prudential Financial, Inc.
Publix Super Markets, Inc.
Raytheon Company
Roche Holding AG
Royal Bank of Canada
Schlumberger N.V.
Sprint Corporation
Sysco Corporation
Target Corporation
Tech Data Corporation
The TJX Companies, Inc.
T-Mobile US, Inc.
The Travelers Companies, Inc.
Twenty-First Century Fox, Inc.
Tyson Foods, Inc.
Unilever N.V.
United Airlines Holdings, Inc.
United Parcel Service, Inc.
United Technologies Corporation
Vodafone Group Public Limited Company
The Walt Disney Company
Wells Fargo & Company
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