Gina F. Adams

About Gina F. Adams

Executive Vice President, General Counsel and Secretary of FedEx Corporation since September 24, 2024; 30+ years at FedEx across international regulatory and government affairs, previously Corporate Vice President, Government & Regulatory Affairs (2001–2024). Age 66; education includes B.S. American University, J.D. Howard University School of Law, LL.M Georgetown University Law Center; responsible for global legal, security, and government affairs and serves on the FedEx Executive Committee . Company pay-for-performance context during her initial tenure: FY25 annual incentive tied to adjusted consolidated operating income paid below target given actual $6,120mm vs $7,245mm target ; FY23–FY25 long-term plan paid below target (EPS component below threshold, CapEx/Revenue at maximum, relative TSR below target) . Say‑on‑pay support was 90.6% in 2024 .

Past Roles

External Roles

Fixed Compensation

• Base salary, target bonus %, and actual payout amounts for Gina Adams are not disclosed (she is not listed among FedEx’s named executive officers in FY25) .

Perquisites and policies applicable to executive officers (including General Counsel):

• Corporate aircraft personal-use policy: officers reimburse two times fuel cost plus applicable taxes/fees; CEO required to use corporate aircraft for all travel; tax reimbursements can apply for business-related travel; perquisites include personal security, tax preparation, financial counseling, umbrella insurance, physical exams, airline travel privileges, digital security monitoring .
• Tax payments for restricted stock awards: company pays taxes as part of award design to avoid forced selling; value is reflected in reduced share count; not treated as traditional gross-ups .
• Insider trading controls: mandatory pre-clearance, trading windows/blackouts; strict prohibition on hedging/short sales/exchange‑traded options; margin accounts and pledging prohibited except case‑by‑case exceptions requiring demonstrated capacity to repay without pledged shares .
• Clawbacks: mandatory recoupment for “Big R” and “little r” restatements under SEC/NYSE rules; discretionary clawback for fraud/willful misconduct causing reputational/financial harm (applies to current and former Section 16 officers) .

Performance Compensation

FedEx executive officer incentive architecture (applies to executive officers, including General Counsel):

• Annual Incentive Compensation (AIC) – metric: adjusted consolidated operating income; max payout 150% of target; individual performance modifiers apply to non-CEO executives .
• Long-Term Incentive (LTI) – three-year cash plan; FY23–FY25 metrics: Adjusted EPS (50%), CapEx/Revenue (25%), Relative TSR vs S&P 500 (25%) .

Equity awards for executive officers:

• Stock options priced at fair market value on grant date; FY25 annual executive grant exercise price $292.13; closing price on August 4, 2025 was $217.49 (options out-of-the-money) .
• Restricted stock and stock options generally vest ratably over four years beginning on first anniversary of grant date .

Equity Ownership & Alignment

• Stock ownership goal: 3x annual base salary for executive officers; unvested restricted stock/RSUs count; options do not . Company reported that, as of August 4, 2025, each executive officer exceeded the goal or was within the 5‑year window to attain compliance .
• Hedging/pledging policy: prohibits hedging/short sales/exchange‑traded options; margin accounts and pledges prohibited except limited, preapproved exceptions; no current executive officer or director has pledged FedEx securities .
• Beneficial ownership: Gina Adams is not listed among directors/NEOs in the stock ownership table; specific shareholdings are not disclosed .

Employment Terms

• Change-of-control framework (Management Retention Agreements apply to executive officers): automatic two‑year employment period post‑CoC; termination without cause or for “good reason” yields lump sum equal to 2x highest annual base salary plus 2x target AIC, paid 6 months post‑termination; 18 months of medical/dental/vision; one‑year non‑compete post‑termination; benefits cut back to avoid Section 280G excise tax (safe harbor) .
• Equity acceleration on CoC: service‑based options/SARs vest immediately; service‑based RS/restricted units either cash‑settled at highest transaction price or vest immediately; performance awards vest at 100% of target .
• Severance limitation policy: no severance >2.99x base salary + target AIC (including accelerated equity, per Section 280G methodology) without stockholder approval .
• Retirement/disability/death: retirement at/after age 60 accelerates restricted stock; disability/death accelerates full vesting of service‑based equity; options in disability/death exercisable for set periods .

Investment Implications

• Alignment: Strong governance overlays (clawbacks; hedging/pledging bans; ownership goals) indicate high pay‑for‑performance discipline and reduced agency risk for legal and compliance leadership roles .
• Payout sensitivity: FY25 below‑target AIC and FY23–FY25 below‑target LTI outcomes likely produced lower cash incentive realizations for executive officers, reinforcing linkage to operational earnings, EPS growth, ROIC and TSR .
• Liquidity pressure: FY25 executive stock options are significantly underwater ($292.13 strike vs $217.49), reducing near‑term monetization incentives and potential selling pressure; time‑based restricted stock vests annually over four years (typical vest tranches around late June for annual grants) .
• Retention/CoC: MRAs provide competitive double‑trigger economics (2x salary+bonus and 18 months benefits) but include 280G cutback and one‑year non‑compete; equity accelerates at 100% of target for performance awards under change‑of‑control, which is a meaningful retention and transaction-risk consideration .

Note: Gina F. Adams’ individual compensation amounts and share ownership are not disclosed in FedEx’s FY25 proxy. Analysis reflects company-wide executive officer policies and plan designs that include the General Counsel role .