FedEx Corporation disclosed updated compensation arrangements for its outside directors in an 8-K filing dated September 29, 2026. The company’s Board of Directors and Compensation and Human Resources Committee conducted an annual review of non-management director pay and approved a $20,000 increase to the annual equity grant.
The updated compensation program for outside directors includes an annual retainer of $140,000 and an annual equity award of $215,000. The equity award is structured as Restricted Stock Units (RSUs). These RSUs vest and are issued on the date of the next annual stockholders’ meeting following the grant date and accrue dividend equivalent rights, which are reinvested into additional RSUs.
Additional retainers are granted based on specific roles. The Lead Independent Director receives $50,000 annually, while chairs of the Audit and Finance, Compensation and Human Resources, Cyber and Technology Oversight, and Governance, Safety and Public Policy Committees each receive $25,000 annually. Outside directors may choose to receive their annual retainer entirely in cash, entirely in FedEx common stock, or as a 50/50 split of cash and stock.
The filing details that the Compensation and Human Resources Committee reviews director compensation annually. In 2026, the committee used two data sets for comparison: a group of twenty-one companies ranked closely to FedEx on the Fortune 100 list and all publicly traded companies in the Fortune 100, excluding FedEx.
