NYSE: FDX FEDEX CORP 8-K

FedEx awards $2.75M in special bonuses to top execs for fiscal 2026 transformation results

Filed July 24, 2026 · Period ending July 20, 2026 · ~1 min read

Key Changes

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CEO Rajesh Subramaniam received $1.9M and executive Brie Carere received $850K in one-time bonuses recognizing fiscal 2026 achievements including above-plan operating income and structural cost savings exceeding the $1B target.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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Board approved new Executive Severance Plan replacing prior Management Retention Agreements, providing severance at 2x base plus target bonus for CEO, 1.5x for 10+ year executives, and 1x for others, contingent on releases and non-compete covenants with clawback provisions.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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Change-of-control provision grants all executives 2x severance multiplier if terminated without cause or resign with good reason within 24 months following ownership change.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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Special bonus pool covers approximately 1,100 managing directors and above, recognizing successful execution of transformation initiatives and disciplined capital allocation during fiscal 2026.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

FedEx disclosed two compensation actions: special bonuses for fiscal 2026 performance and adoption of a standardized executive severance plan. The company awarded one-time bonuses totaling at least $2.75 million to named executives, with CEO Rajesh Subramaniam receiving $1.9 million and executive Brie Carere receiving $850,000.

The awards recognize achievements including above-plan adjusted operating income, structural cost savings exceeding the publicly announced $1 billion target, and successful execution of transformation initiatives. Approximately 1,100 senior employees received bonuses from the pool. The Board also approved a new Executive Severance Plan replacing prior individual retention agreements.

The plan provides tenure-based severance multipliers (2x for CEO, 1.5x for 10+ year executives, 1x for others) and includes standard protections like COBRA subsidies and outplacement services. All severance benefits require executives to sign releases and non-compete/non-solicitation covenants, with clawback provisions for violations. Change-of-control provisions grant all executives 2x severance if terminated within 24 months of an ownership change. The standardized plan brings consistency to executive separation terms while maintaining market-standard protections.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,000 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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Added Executive Severance Plan adoption medium

Added in current filing · verify on EDGAR →

On July 20, 2026, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or the “Company”), upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Compensation & HR Committee”), approved the Executive Severance Plan, which will govern all future separations between FedEx and its executive officers. Benefits provided under the Executive Severance Plan are conditioned on the executive executing a full release of claims and certain non-competition and non-solicitation covenants in favor of FedEx. The right to continued severance benefits under the plan ceases in the event of a violation of such covenants. In addition, FedEx would seek to recover severance benefits already paid to any executive who violates such restrictive covenants. The plan replaces the Management Retention Agreements previously entered into by FedEx with each of its executive officers.

FedEx's Board approved a new Executive Severance Plan that replaces prior Management Retention Agreements for all executive officers. The plan provides severance benefits contingent on executives signing releases and non-compete/non-solicitation covenants, with clawback provisions for covenant violations. This standardizes executive separation terms across the company.

Added Severance multipliers and benefits medium

Added in current filing · verify on EDGAR →

a lump sum cash payment equal to the applicable multiplier times the sum of (1) such executive’s annual base salary as in effect as of the date of termination and annual target cash bonus. “Multiplier” means (x) for the Chief Executive Officer (“CEO”), 2, (y) for any executive who has been employed by FedEx for 10 years or longer, 1.5, and (z) for any other executive, 1

For qualifying terminations without cause or with good reason, executives receive cash severance based on tenure-linked multipliers: 2x base salary plus target bonus for the CEO, 1.5x for executives with 10+ years tenure, and 1x for others. Additional benefits include prorated annual bonuses, 18 months of COBRA premium subsidies, and outplacement services. Executives with 20+ years tenure receive retirement treatment for equity awards.

Added Change of control severance medium

Added in current filing · verify on EDGAR →

In the case of any qualifying termination within twenty-four months after a change of control, the executive will receive the benefits to be received upon any qualifying termination, with the multiplier for all executives equal to 2x.

If an executive is terminated without cause or resigns with good reason within 24 months following a change of control, all executives receive enhanced severance at a 2x multiplier regardless of tenure. This double-trigger provision protects executives during ownership transitions and aligns with market practice for change-of-control protections.

Show 1 minor / wording change

Added CEO post-retirement support services low

Added in current filing · verify on EDGAR →

Upon the retirement of the CEO, FedEx may continue to provide reasonable administrative, information technology support, and physical security services (the “Support Services”) for three years, in an amount not to exceed $250,000 in any fiscal year and $750,000 in the aggregate. Provision of the Support Services is subject to execution of a consulting agreement reasonably acceptable to FedEx pursuant to which the CEO shall remain available to provide reasonable consulting services to FedEx during the time such Support Services are provided.

The plan allows FedEx to provide the retiring CEO with administrative, IT, and security support for up to three years, capped at $250,000 annually and $750,000 total. These in-kind benefits require the CEO to sign a consulting agreement and remain available for reasonable consulting services during the support period.