Amy B. Lane
FEDEXAbout Amy B. Lane
Amy B. Lane, age 72, has served as an independent director of FedEx since 2022. She is the former Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch and previously founded and led the retail industry investment banking unit at Salomon Brothers; she holds an MBA in Finance from The Wharton School, University of Pennsylvania . She is currently designated independent under NYSE and FedEx standards and serves on key board committees overseeing audit, compensation, and (post-reconstitution) cyber/technology risk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co., Inc. | Managing Director; Group Leader, Global Retailing Investment Banking | 1997–2002 | Led global retailing investment banking; significant capital markets, finance and accounting expertise . |
| Salomon Brothers, Inc. | Managing Director; Founder/Head, Retail Investment Banking Unit | 1989–1997 | Founded and led retail industry IB unit; built category expertise in retail/e-commerce . |
| GNC Holdings, Inc. | Director | Prior service (dates not specified) | Board service disclosed; details not specified in FedEx proxy . |
| Urban Edge Properties | Trustee (Board of Trustees) | Prior service (dates not specified) | Trustee service disclosed; details not specified in FedEx proxy . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| NextEra Energy, Inc. | Director | Current | Board membership disclosed; committee roles not specified in FedEx proxy . |
| The TJX Companies, Inc. | Director | Current | Board membership disclosed; committee roles not specified in FedEx proxy . |
Board Governance
- Committee memberships (current): Audit & Finance; Compensation & Human Resources .
- Post-annual meeting committee memberships (if all nominees elected): Audit & Finance; Compensation & Human Resources; Cyber & Technology Oversight .
- Independence: Determined independent; all members of Audit & Finance and Compensation & HR committees are independent .
- Engagement/attendance: FY25 Board held 6 regular and 3 special meetings; average director attendance 96%; each director attended ≥75% of meetings; all directors attended the 2024 annual meeting .
- Committee meeting cadence in FY25: Audit & Finance (11); Compensation & HR (5); Cyber & Technology Oversight (7); Governance, Safety & Public Policy (6) .
- Mandatory retirement: Non-management directors retire immediately before the annual meeting in the year they turn 75 (exceptions may be granted annually) .
Fixed Compensation
| Component | FY25 Amount | Notes |
|---|---|---|
| Annual cash retainer | $140,378 | Includes annual retainer and $378.39 cash in lieu of fractional RSU vesting amounts; Lane did not elect shares in lieu of cash retainer . |
| Committee chair fees | $0 | Not a committee chair; chair fees: AFC $30k; CHRC $25k; CyTOC $20k; GSPPC $20k (for reference) . |
| Vice Chair/Lead Independent Director fees | $0 | Not applicable to Lane (roles carry $30k each) . |
| Meeting fees | $0 | Not disclosed; program outlines retainers and RSUs, no per-meeting fees . |
| Perquisites | Personal digital protection services | Offered to all directors; no tax gross-ups except for retirement gifts . |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Sep 23, 2024 | 755 | $194,877 | Vest fully one year after grant (or next annual meeting); accrues dividend equivalents reinvested as RSUs . | None; time-based RSUs only (no PSUs or options as part of director annual grant) . |
No director options were granted in FY25 under the outside director program; outstanding option counts for stock ownership are historical and disclosed separately below .
Other Directorships & Interlocks
| Company | Relationship to FedEx | Notes |
|---|---|---|
| NextEra Energy, Inc. | No related-person transactions disclosed | Not referenced in FedEx’s immaterial transactions/ordinary course disclosures . |
| The TJX Companies, Inc. | No related-person transactions disclosed | Not referenced in FedEx’s immaterial transactions/ordinary course disclosures . |
FedEx disclosed ordinary course relationships with Lowe’s, Progressive, and McLaren; none involve Lane’s other boards .
Expertise & Qualifications
- Financial expertise: MBA in Finance (Wharton); extensive capital markets, finance, and accounting experience; public company audit/finance committee experience (including as chair at other boards) .
- Retail/e-commerce: Founded and led retail IB units; current TJX board member .
- Energy: NextEra Energy board member .
- Leadership/strategy: Senior IB leadership across two firms; service on multiple public company boards .
Equity Ownership
| Holder | Common Shares | RSUs | Option Shares | Percent of Class | Notes |
|---|---|---|---|---|---|
| Amy B. Lane | 3,650 | 767 | 5,567 | <1% | Includes 333 shares owned by trusts . |
- Director stock ownership goal: 5x annual retainer value within five years of joining the board; unvested RSUs count toward goal; as of Aug 4, 2025 each director either complies or is within the five-year window .
- Hedging/pledging: Directors prohibited from hedging, short sales, and margin/pledging; case-by-case exceptions may be granted only if financial capacity to repay is clearly demonstrated; no exceptions disclosed for Lane .
- Share pledging: No pledging by Lane disclosed .
Governance Assessment
- Committee influence and oversight: Lane sits on core oversight committees (Audit & Finance; Compensation & HR) with planned addition to Cyber & Technology Oversight—positions that shape financial reporting integrity, pay design/human capital, and cyber risk governance .
- Independence and attendance: Confirmed independent with robust overall board attendance, supporting investor confidence in oversight effectiveness .
- Ownership alignment: Beneficial ownership includes common shares, RSUs, and legacy options; FedEx requires directors to reach 5x retainer ownership within five years, with Lane within policy parameters as of Aug 4, 2025 .
- Compensation mix: FY25 compensation comprised cash retainer and time-based RSUs (no performance-linked director equity), with Lane electing cash for the retainer rather than shares—some peers elected shares in lieu of cash, which can enhance alignment; RSUs vest after one year with dividend equivalents .
- Conflicts and related-party exposure: No related-person transactions disclosed for Lane; FedEx’s related-person review policy and independence standards mitigate conflict risk; ordinary course relationships disclosed for other directors do not involve Lane’s external boards .
- Capacity and commitments: FedEx limits outside board service and audit committee seats; all directors, including Lane, are in compliance, reducing overboarding risk .
- Retirement horizon: Mandatory retirement at 75 provides clarity on succession and refreshment; Lane is 72, implying a near-term refresh window unless an annual exception is granted .
- Shareholder engagement context: Strong 2024 say‑on‑pay support (90.6%) and active engagement program may reflect broader governance credibility; while not director-specific, this context supports overall board quality .
RED FLAGS: None disclosed for Lane (no related‑party transactions, no hedging/pledging exceptions, attendance thresholds met). Noted that director equity is time‑based RSUs without performance metrics; Lane elected cash for retainer rather than shares, which is neutral but offers slightly less immediate ownership signaling versus peers who elected stock .