8-KLeadership Changes

FedEx Freight Holding Company, Inc. 8-K Report, Executive Changes (Jun 26, 2026)

Filed June 26, 2026For Securities:FDXF

Summary

FedEx Freight Holding Company, Inc. (FDXF) filed an 8-K on June 26, 2026, detailing executive compensation actions approved by the Human Resources and Compensation Committee (HRCC) on June 24, 2026. These actions are primarily related to the transition year (TY26) and a three-year performance period ending in late 2028, following the company's spin-off from FedEx Corporation on June 1, 2026. The filings outline a new annual cash incentive plan (TY26 AIC Plan) and a long-term incentive plan (TY26–CY28 LTIP) for its executive officers. These plans are designed to align executive compensation with company performance, particularly focusing on adjusted consolidated operating income, adjusted free cash flow, and adjusted earnings per share. In addition to the new incentive plans, the report also addresses special bonuses and restricted stock units granted to certain executives in recognition of the successful spin-off. Furthermore, the company has established a policy for the treatment of equity-based awards upon retirement, death, or disability, providing for prorated vesting or immediate vesting depending on the award type and circumstances. These announcements provide transparency into the compensation structure and performance incentives for FDXF's leadership team as it operates as an independent entity.

Key Highlights

  • 1Approval of the TY26 AIC Plan, an annual cash incentive plan for the transition year June 1 to December 31, 2026, with adjusted consolidated operating income as the key performance metric.
  • 2Establishment of the TY26–CY28 LTIP, a long-term equity incentive program for the period June 1, 2026, to December 31, 2028, comprising performance stock units (PSUs) and restricted stock units (RSUs).
  • 3PSUs within the LTIP are tied to aggregate adjusted free cash flow (50%) and adjusted earnings per share (50%) goals over the performance period.
  • 4RSUs within the LTIP will vest in three installments between May 2027 and February 2029.
  • 5Special bonuses and RSU grants were approved for executives in recognition of the successful spin-off from FedEx Corporation.
  • 6Introduction of the Equity-Based Retirement Policy, which outlines conditions for equity award treatment upon retirement, death, or disability.
  • 7CEO John A. Smith has a target payout of 175% for the TY26 AIC Plan and 450% for the TY26–CY28 LTIP (as a percentage of base salary).

Frequently Asked Questions

The primary performance metrics are adjusted consolidated operating income for the annual cash incentive plan (TY26 AIC Plan) and aggregate adjusted free cash flow (50%) and aggregate adjusted earnings per share (50%) for the long-term incentive plan (TY26–CY28 LTIP).

Payouts under the TY26 AIC Plan are based on achieving specific levels of adjusted operating income. Performance below a threshold objective results in no payout for executive officers. Exceeding the target objective can lead to above-target payouts, up to a maximum of 200% of the target award.

A new policy provides for prorated vesting of LTIP PSUs based on service length and actual performance achievement, and full vesting of LTIP RSUs and Spin-Off RSUs upon qualified retirement. In case of death or disability, LTIP PSUs vest at target performance levels, and LTIP RSUs and Spin-Off RSUs vest immediately.

Yes, the company approved cash bonuses and restricted stock units (Spin-Off RSUs) for certain executives to recognize the successful completion of the spin-off from FedEx Corporation. CEO John A. Smith also received a significant RSU grant.