Brie A. Carere
Executive Vice President – Chief Customer Officer at FDX
Executive
About Brie A. Carere
Executive Vice President — Chief Customer Officer at FedEx (FDX). Named a NEO for the first time in fiscal 2025, with compensation and incentives tied to pay-for-performance structures emphasizing adjusted consolidated operating income for annual bonuses and multi-year EPS, ROIC, and relative TSR for long-term incentives . FedEx’s governance prohibits hedging and pledging of company stock, with limited case-by-case exceptions; executives are subject to stock ownership goals of 3x base salary and were compliant or within the five-year window as of August 4, 2025 . Fiscal 2025 incentive outcomes reflected below-target company performance on adjusted consolidated operating income and below-target LTI payouts due to EPS and TSR underperformance, highlighting rigorous targets and alignment to long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FedEx Corporation | Executive Vice President — Chief Customer Officer | 2025 NEO | Contributions to Network 2.0 and digital transformation recognized via special retention award component in FY2025 grants |
External Roles
No external directorships or roles disclosed for Carere in the latest proxy .
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Salary paid ($) | 844,622 | NEO salary actually paid in FY2025 |
| Annual base salary (effective Oct 1, 2024) ($) | 862,089 | Annualized base after 3% increase; effective date |
| Target AIC as % of base salary paid | 120% | Maximum payout 150% of target |
| Target AIC payout ($) | 1,013,546 | Based on corporate adjusted consolidated operating income objective |
| Actual AIC payout ($) | 240,718 | Below-target payout due to actual performance below target |
| Perquisites and other personal benefits ($) | 130,373 | Breakdown shown below |
Perquisites detail FY2025:
- Personal use of corporate aircraft: $102,686; Security services: $18,002; Tax return prep: $2,095; Financial counseling: $375; Umbrella insurance premiums: $7,215; Total: $130,373 .
- Tax payments: Restricted stock $629,257; Business-related use of aircraft $1,939; Total $631,196. FedEx views restricted stock tax payments as part of award value rather than conventional “gross-ups” .
Performance Compensation
| Program | Metric | Weight | Target | Actual | Individual Payout | Vesting/Payment |
|---|---|---|---|---|---|---|
| AIC (FY2025) | Adjusted consolidated operating income | 100% corporate (plus individual objectives) | Threshold $6,077mm; Target $7,245mm; Max $7,332mm | Actual $6,120mm | $240,718 | Paid post-FY end; no funding floor; minimum payout opportunity zero |
| LTI (FY23–FY25) | Adjusted EPS growth (3-yr) | 50% | Threshold ≥5% growth; Target 15%; Max 20%+ | Below-threshold due to FY2023 EPS decline | Included in LTI payout total $750,000 | Paid post-measurement period |
| LTI (FY23–FY25) | CapEx/Revenue (3-yr) | 25% | Plan-specific max objective | Maximum attained | Included in LTI payout total $750,000 | Paid post-measurement period |
| LTI (FY23–FY25) | Relative TSR (3-yr) | 25% | Plan target vs peers | Below target | Included in LTI payout total $750,000 | Paid post-measurement period |
| Active LTI (FY24–FY26, FY25–FY27) | Adjusted EPS growth | 50% | Threshold 5%; Target 12.5%; Max 20%+ | FY24–26 “actual adjusted EPS as of 5/31/2025” $35.97 vs plan targets | Not applicable to FY2025 payout | Cash LTI paid at end of cycle |
| Active LTI (FY24–FY26, FY25–FY27) | ROIC growth (bps) | 25% | FY24–26 threshold 60bps; target 120bps; max 370bps; FY25–27 threshold 60bps; target 120bps; max 300bps | FY24–26 actual +110bps; FY25–27 actual –30bps (as of 5/31/2025) | Not applicable to FY2025 payout | Cash LTI paid at end of cycle |
| Active LTI (FY24–FY26, FY25–FY27) | Relative TSR | 25% | Plan target vs peers | Progress tracked through cycle | Not applicable to FY2025 payout | Cash LTI paid at end of cycle |
FY2025 grants (approved June 27, 2024):
- Stock options: 11,126; Restricted shares: 3,320; includes special one-time component of 208 restricted shares for retention/motivation .
- Option grant exercise price: $292.13; options only have value if stock price appreciates; closing price on Aug 4, 2025 was $217.49 .
- Vesting: Options and restricted stock generally vest ratably over four years starting on the first anniversary of grant .
FY2025 non-equity incentive payouts (detail):
| AIC payout ($) | LTI payout ($) | Total non-equity incentive ($) |
|---|---|---|
| 240,718 | 750,000 | 990,718 |
Equity Ownership & Alignment
Beneficial ownership snapshot (as of Aug 4, 2025):
| Shares owned | Option shares exercisable within 60 days | Ownership % of class |
|---|---|---|
| 26,262 | 67,068 | <1% |
Stock ownership guidelines and compliance:
- Executive officers’ ownership goal: 3x annual base salary; unvested restricted stock counts; options do not; executives encouraged to retain net shares from option exercises until goals met .
- Hedging/pledging: Prohibited; margin and pledges may be allowed by exception only with demonstrated capacity to repay without resort to pledged securities .
- As of Aug 4, 2025, each executive officer exceeded the ownership goal or was within the five-year compliance window .
Unvested restricted stock vesting schedule (end of FY2025):
| Vest Date | Shares |
|---|---|
| 6/14/2025 | 1,702 |
| 6/22/2025 | 3,860 |
| 6/27/2025 | 2,781 |
| 6/30/2025 | 3,200 |
| 6/22/2026 | 3,859 |
| 6/27/2026 | 2,782 |
| 6/30/2026 | 3,200 |
| 6/22/2027 | 3,860 |
| 6/27/2027 | 2,781 |
| 6/27/2028 | 2,782 |
Key stock option lots outstanding:
| Options | Exercise Price ($) | Expiration |
|---|---|---|
| 3,820 | 261.78 | 6/11/2028 |
| 773 | 173.02 | 1/28/2029 |
| 14,530 | 161.85 | 6/10/2029 |
| 18,540 | 130.96 | 6/15/2030 |
| 5,103 (incl. 1,702 tranche) | 294.605 | 6/14/2031 |
| 6,400 (incl. 6,400 tranche) | 226.945 | 6/30/2032 |
| 3,859 (incl. 11,579 aggregate reference) | 229.595 | 6/22/2033 |
| 11,126 | 292.13 | 6/27/2034 |
Insider selling pressure indicators (FY2025):
- Options exercised: none; Restricted stock vested: 3,773 shares with $972,788 value realized . The absence of option exercises reduces near-term selling pressure from option-related liquidity .
Employment Terms
Potential payments upon termination or change of control (as of FY2025):
| Scenario | Base Salary ($) | AIC ($) | Restricted Stock ($) | Health Benefits ($) | 280G Cutback ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary (non-CIC) | — | — | — | — | — | — |
| Involuntary (non-CIC) | — | — | — | — | — | — |
| Retirement | — | — | 1,798,671 | — | — | 1,798,671 |
| Death | — | — | 1,798,671 | — | — | 1,798,671 |
| Permanent disability | — | — | 1,798,671 | — | — | 1,798,671 |
| Change of control (no termination) | — | — | 1,798,671 | — | — | 1,798,671 |
| Change of control + qualifying termination | 1,724,178 | 2,027,092 | 1,798,671 | 33,166 | — | 5,583,107 |
Notes:
- Restricted stock shows value under retirement, death, disability, and CIC irrespective of termination, indicating accelerated vesting under those scenarios as presented .
- AIC program design for FY2025 had a minimum payout opportunity of zero and included CEO discretion to adjust non-CEO payouts based on individual objectives; for Carere, AIC depended on corporate performance and individual objectives .
- Grants vest ratably over four years; options are non-transferable other than by will/laws of descent and distribution and exercisable only by the optionee during lifetime .
Clawbacks and severance policies:
- FedEx discloses policies on recoupment of incentive compensation and limits on severance benefits; details housed in Corporate Governance documents (policy existence disclosed, specifics not detailed in proxy narrative excerpts) .
- 280G cutback amounts shown as “—” for Carere in scenarios presented .
Compensation Structure Analysis
- Variable pay emphasis: 63–65% of non-CEO NEO target TDC was variable, at-risk in FY2025, aligning pay with performance; options only have value with stock price appreciation (exercise price $292.13 vs $217.49 closing on Aug 4, 2025) .
- FY2025 AIC below target due to adjusted consolidated operating income actual ($6,120mm) below target ($7,245mm), evidencing strict payout scaling and reduced cash bonus outcomes .
- LTI metric evolution: CapEx/Revenue replaced with ROIC starting FY24–FY26 plans, increasing capital efficiency focus; LTI maximum payout 200% with EPS, ROIC, and TSR metrics weighted 50%, 25%, and 25%, respectively .
- Retention awards: One-time special restricted stock components (208 shares) awarded to Carere for contributions to Network 2.0 and digital transformation, signaling retention prioritization without altering core pay-for-performance structure .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval: 90.6% of voted shares supported NEO compensation, reflecting strong investor alignment; ongoing stockholder engagement noted by the company .
Investment Implications
- Alignment: Strong linkage of Carere’s pay to multi-year EPS growth, ROIC improvement, and relative TSR, plus annual adjusted operating income; FY2025 below-target outcomes reinforce payout sensitivity to fundamentals and discipline in cash bonuses .
- Retention and selling pressure: Four-year vesting and meaningful unvested equity reduce near-term turnover risk; FY2025 shows no option exercises and modest restricted stock vesting, implying limited insider-driven supply pressure near term .
- Policy safeguards: Hedging/pledging prohibitions and stock ownership requirements (3x salary) enhance alignment; presence of recoupment policies adds downside protection on pay-for-performance design .
- Execution risk: Future LTI payouts require achieving demanding EPS growth and ROIC baselines (FY2023/24/25 EPS and ROIC baselines referenced), placing emphasis on successful DRIVE and Network 2.0 execution; mixed interim ROIC progress (FY24–26 +110bps vs FY25–27 –30bps) highlights sensitivity to capital efficiency outcomes .