8-K/ALeadership Changes

FEDEX CORP 8-K/A Report, Executive Changes (Jun 17, 2022)

Filed June 17, 2022For Securities:FDX

Summary

This 8-K/A filing from FedEx Corp. details a significant leadership transition that occurred on June 1, 2022. Frederick W. Smith, the long-time Chairman and CEO, transitioned to the role of Executive Chairman. Rajesh Subramaniam, formerly President and Chief Operating Officer, was appointed as the new President and CEO. This leadership change comes with adjustments to executive compensation. Mr. Smith's compensation has been reduced, including a lower base salary and reduced long-term incentive plan (LTI) opportunities, reflecting his new role. Conversely, Mr. Subramaniam's compensation has been increased to align with his new responsibilities, including a higher base salary, a promotional bonus, and enhanced LTI and annual incentive compensation plan (AIC) opportunities. Investors should note the company's proactive management of compensation during this key executive transition.

Key Highlights

  • 1Frederick W. Smith stepped down as CEO on May 31, 2022, and became Executive Chairman on June 1, 2022.
  • 2Rajesh Subramaniam was appointed President and CEO, effective June 1, 2022.
  • 3Frederick W. Smith's annual base salary reduced to $910,000, with reduced LTI and no further stock options.
  • 4Rajesh Subramaniam's new annual base salary set at $1,300,000.
  • 5Rajesh Subramaniam received a $250,000 promotional bonus, payable in installments.
  • 6Rajesh Subramaniam's target AIC plan payout increased to 165% of base salary.
  • 7Both executives' LTI plans will be prorated for fiscal years 2023 and 2024 to reflect role changes.

Frequently Asked Questions

This filing amends a previous report to provide further details on the leadership transition at FedEx Corp., specifically outlining the changes in roles and compensation for key executives Frederick W. Smith and Rajesh Subramaniam, effective June 1, 2022.

Frederick W. Smith transitioned from CEO to Executive Chairman and Chairman of the Board. Rajesh Subramaniam, previously President and COO, assumed the roles of President and CEO.

Mr. Smith's annual base salary was reduced to $910,000. His long-term incentive plan (LTI) payout opportunities have been reduced and will be prorated for fiscal years 2023 and 2024. He will no longer participate in annual incentive compensation plans (AIC plans) and will not receive additional stock options.

Mr. Subramaniam's new annual base salary is $1,300,000. He also received a $250,000 promotional bonus and an increase in his target payout under the AIC plan to 165% of his base salary. His LTI payout opportunities have also been increased and will be prorated for fiscal years 2023 and 2024.