8-KLeadership ChangesExhibits & Filings

FEDEX CORP 8-K Report, Executive Changes (Jul 24, 2026)

Filed July 24, 2026For Securities:FDX

Summary

FedEx Corporation (FDX) has filed an 8-K reporting the adoption of a new Executive Severance Plan, effective July 20, 2026. This plan replaces previous Management Retention Agreements and outlines severance benefits for executive officers, contingent upon signing releases and adhering to non-competition and non-solicitation clauses. The new plan introduces tiered multipliers for severance pay based on executive role and tenure, with higher payouts for the CEO and long-tenured employees in cases of termination without cause or with good reason, especially during a change of control. Additionally, the filing discloses a one-time special cash bonus pool awarded to managing directors and above, recognizing strong fiscal year 2026 performance, including above-plan operating income and significant cost savings, with specific bonus amounts detailed for the CEO and another named executive officer.

Key Highlights

  • 1FedEx adopted a new Executive Severance Plan, replacing prior individual agreements, to govern all future executive separations.
  • 2Severance benefits are contingent on executives signing a release of claims and agreeing to non-competition and non-solicitation covenants, with clawback provisions for violations.
  • 3The plan establishes tiered severance multipliers (1x to 2x) based on executive role (CEO) and tenure (10+ years) for qualifying terminations without cause or with good reason.
  • 4In the event of a Change of Control, qualifying terminations trigger a 2x severance multiplier for all executives.
  • 5Executives with 20+ years of service will have their termination deemed a 'Retirement' under the equity plan, impacting stock award treatment.
  • 6A one-time special cash bonus pool was approved for managing directors and above to recognize strong FY2026 performance.
  • 7CEO Rajesh Subramaniam received a $1,900,000 special bonus payment, and Brie A. Carere received $850,000.

Frequently Asked Questions

The primary purpose of the new Executive Severance Plan is to standardize and govern all future separation arrangements between FedEx Corporation and its executive officers, replacing individual Management Retention Agreements with a unified policy. It aims to provide clear severance terms while also ensuring executive accountability through restrictive covenants.

An executive officer would receive severance benefits if their employment is terminated by FedEx without cause, or by the executive with good reason (a 'qualifying termination'). Severance is not provided for termination due to cause, by the executive without good reason, or by reason of death or disability. All severance payments are contingent upon the executive executing a full release of claims and adhering to non-competition and non-solicitation covenants.

Severance is calculated as a lump sum cash payment equal to an applicable multiplier (1x, 1.5x, or 2x) times the sum of the executive's annual base salary and target cash bonus. The multiplier depends on the executive's role (CEO receives 2x) and tenure (1.5x for 10+ years, 1x for others). During a Change of Control event, the multiplier is uniformly 2x for all executives in qualifying terminations.

The special bonus payments were awarded in recognition of outstanding execution and achievements during fiscal year 2026. Key factors cited include exceeding planned adjusted consolidated operating income, surpassing the $1 billion target for structural cost savings, successful execution of transformation initiatives, and disciplined capital allocation.