FEDEX CORP, DEF 14A filed on 8/10/2023
Proxy Statement (definitive)
v3.23.2
Cover
 12 Months Ended
May 31, 2023
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name FedEx Corporation
Entity Central Index Key 0001048911
Amendment Flag false
v3.23.2
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
May 31, 2023
May 31, 2022
May 31, 2021
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

For further information about our compensation philosophy and the pay-for-performance nature of our executive compensation program, please see “Executive Compensation — Compensation Discussion and Analysis” beginning on page 40.

                                   
AVERAGE
SUMMARY
COMPENSATION
TABLE TOTAL
FOR NON-CEO
NEOs
($)(3)		 AVERAGE
COMPENSATION
ACTUALLY
PAID TO
NON-CEO NEOs
($)(4)		 VALUE OF INITIAL
FIXED $100 INVESTMENT
BASED ON:		 ADJUSTED
CONSOLIDATED
OPERATING
INCOME (IN
MILLIONS)
($)(8)
YEAR   SUMMARY
COMPENSATION
TABLE TOTAL
($)(1)		   COMPENSATION
ACTUALLY PAID
TO CEO
($)(2)		       FEDEX
TSR
($)(5)		   DOW JONES
TRANSPORTATION
AVERAGE TSR
($)(6)		   NET INCOME
(IN MILLIONS)
($)(7)		  
2023 13,249,823 11,262,954 6,296,043 4,610,262   174.03 159.13 3,972 4,948
2022 10,596,150         (12,992,547 ) 4,131,008 1,813,524   176.23 163.49 3,826 6,733
2021 14,325,537 94,071,332 5,783,014 17,501,378   244.15 177.82 5,231 5,587
    
Company Selected Measure Name adjusted consolidated operating income    
Named Executive Officers, Footnote [Text Block]
(1) Reflects total compensation amounts reported in the Summary Compensation Table on page 62 for Mr. Subramaniam for fiscal 2023 and Mr. Smith for fiscal 2022 and 2021.
    
Peer Group Issuers, Footnote [Text Block]
(6) For the relevant fiscal year, represents the cumulative TSR of the Dow Jones Transportation Average (“Peer Group TSR”) for the measurement periods ending May 31, 2023, 2022, and 2021, respectively.
    
PEO Total Compensation Amount $ 13,249,823 $ 10,596,150 $ 14,325,537
PEO Actually Paid Compensation Amount $ 11,262,954 (12,992,547) 94,071,332
Adjustment To PEO Compensation, Footnote [Text Block]
                   
YEAR       2021       2022       2023
CEO F.W. Smith F.W. Smith R. Subramaniam
SCT Total Compensation ($) 14,325,537 10,596,150 13,249,823
Less: Stock and Option Award Values Reported in SCT for the
Covered Year ($)		 (8,784,094 ) (7,160,341 ) (5,964,153 )
Plus: Year End Fair Value for Stock and Option Awards Granted in the
Covered Year ($)		 55,550,840 10,728,639 9,289,396
Change in Fair Value of Outstanding Unvested Stock and Option Awards
from Prior Years ($)		 32,335,923 (24,237,863 ) (5,265,924 )
Change in Fair Value of Stock and Option Awards from Prior Years that
Vested in the Covered Year ($)		 532,670 (2,970,262 ) 57,522
Less: Fair Value of Stock and Option Awards that failed to meet
Vesting Conditions in the Covered Year ($)		 — — —
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit
Under Pension Plans ($)		 — — (209,016 )
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) 110,456 51,129 105,306
Compensation Actually Paid ($) 94,071,332 (12,992,547 ) 11,262,954
   
Non-PEO NEO Average Total Compensation Amount $ 6,296,043 4,131,008 5,783,014
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,610,262 1,813,524 17,501,378
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
                   
YEAR       2021
AVERAGE		       2022
AVERAGE		       2023
AVERAGE
Non-CEO NEOs(3)
SCT Total Compensation ($) 5,783,014 4,131,008 6,296,043
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) (2,457,868 ) (2,061,624 ) (1,670,867 )
Plus: Year End Fair Value for Stock and Option Awards Granted in the Covered Year ($) 10,553,946 4,493,642 3,070,602
Change in Fair Value of Outstanding Unvested Stock and Option Awards from
Prior Years ($)		 3,534,655 (4,285,180 ) (3,061,483 )
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in
the Covered Year ($)		 250,602 (443,261 ) (41,822 )
Fair Value as of Vesting Date of Stock and Option Awards Granted and Vested in
the Covered Year ($)		 390,549 — —
Fair Value of Stock and Option Awards that Failed to Meet Vesting Conditions in the Covered Year ($) (539,799 ) — —
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit
Under Pension Plans ($)		 (66,903 ) (94,867 ) (34,030 )
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) 73,182 73,806 51,819
Compensation Actually Paid ($) 17,501,378 1,813,524 4,610,262
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid vs. FedEx TSR

    
Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid vs. GAAP Net Income

    
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid vs. Adjusted Consolidated
Operating Income

    
Total Shareholder Return Vs Peer Group [Text Block]

Cumulative TSR of the Company and Cumulative TSR of the Peer Group. The graph below shows the cumulative TSR over the three-year period for FedEx and the Dow Jones Transportation Index.

FedEx and Peer Group TSR

    
Tabular List [Table Text Block]

Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial performance measures we used to link compensation actually paid to our named executive officers, for fiscal 2023, to company performance.

   
Adjusted consolidated operating income;
Adjusted EPS;
CapEx/Revenue; and
Relative TSR.
    
Total Shareholder Return Amount $ 174.03 176.23 244.15
Peer Group Total Shareholder Return Amount 159.13 163.49 177.82
Net Income (Loss) Attributable to Parent $ 3,972,000,000 $ 3,826,000,000 $ 5,231,000,000
Company Selected Measure Amount 4,948,000,000 6,733,000,000 5,587,000,000
PEO Name Mr. Subramaniam Mr. Smith Mr. Smith
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted consolidated operating income    
Non-GAAP Measure Description [Text Block]
(8) Company-selected measure is adjusted consolidated operating income, as used in our AIC plans. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Elements” for a discussion of how adjusted consolidated operating income is used in our executive compensation program. See Appendix C for a reconciliation of adjusted consolidated operating income to the most directly comparable GAAP measure for fiscal 2023 and 2022. GAAP consolidated operating income was the performance measure for the fiscal 2021 AIC plan.
   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EPS    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name CapEx/Revenue    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Relative TSR    
P E O Less Stock And Option Award Values Reported In S C T For The Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (5,964,153) $ (7,160,341) $ (8,784,094)
P E O Plus Fair Value For Stock And Option Awards Granted In The Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 9,289,396 10,728,639 55,550,840
P E O Change In Fair Value Of Outstanding Unvested Stock And Option Awards From Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (5,265,924) (24,237,863) 32,335,923
P E O Change In Fair Value Of Stock And Option Awards From Prior Years That Vested In The Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 57,522 (2,970,262) 532,670
P E O Less Fair Value Of Stock And Option Awards Forfeited During The Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
P E O Less Aggregate Change In Actuarial Present Value Of Accumulated Benefit Under Pension Plans [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (209,016) 0 0
P E O Plus Aggregate Service Cost And Prior Service Cost For Pension Plans [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 105,306 51,129 110,456
Non P E O Less Stock And Option Award Values Reported In S C T For The Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,670,867) (2,061,624) (2,457,868)
Non P E O Plus Fair Value For Stock And Option Awards Granted In The Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,070,602 4,493,642 10,553,946
Non P E O Change In Fair Value Of Outstanding Unvested Stock And Option Awards From Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (3,061,483) (4,285,180) 3,534,655
Non P E O Change In Fair Value Of Stock And Option Awards From Prior Years That Vested In The Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (41,822) (443,261) 250,602
Non P E O Fair Value As Of Vesting Date Of Stock And Option Awards Granted And Vested In The Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 390,549
Non P E O Fair Value Of Stock And Option Awards Cancelled In The Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 (539,799)
Non P E O Less Aggregate Change In Actuarial Present Value Of Accumulated Benefit Under Pension Plans [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (34,030) (94,867) (66,903)
Non P E O Plus Aggregate Service Cost And Prior Service Cost For Pension Plans [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 51,819 $ 73,806 $ 73,182