Joshua Cooper Ramo
Director at FDX
Board
About Joshua Cooper Ramo
Joshua Cooper Ramo (age 56) has served on the FedEx Board since 2011 and is currently an independent director. He is Chairman and Chief Executive Officer of Sornay, LLC (since January 2021), and previously served as Vice Chairman and Co‑CEO of Kissinger Associates (2011–2020) and Managing Director at Kissinger Associates (2006–2011). Earlier, he was Senior Editor, Foreign Editor, and Assistant Managing Editor at TIME Magazine (1995–2003). He is a former director of Starbucks Corporation. Key credentials include deep international experience and leadership of strategic advisory firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sornay, LLC | Chairman & CEO | Jan 2021–present | Strategic advisory leadership |
| Kissinger Associates, Inc. | Vice Chairman; Co‑CEO | 2011–2020 | Global strategic advisory; senior leadership |
| Kissinger Associates, Inc. | Managing Director | 2006–2011 | Strategic advisory |
| JL Thornton & Co., LLC | Managing Partner | Prior to 2006 | Consulting leadership |
| TIME Magazine | Senior Editor; Foreign Editor; Assistant Managing Editor | 1995–2003 | Global journalism leadership |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | Director | Former | Public company board experience |
| Council on Foreign Relations; Asia 21; WEF Young Global Leaders/Global Leaders of Tomorrow; U.S.-China Young Leaders Forum (co‑founder) | Member/Leader | Past affiliations | International networks and diplomacy experience |
Board Governance
- Independence: Ramo is independent under NYSE and FedEx standards; all committee members on Audit & Finance and Compensation & HR are independent .
- Current Committee Assignments (FY25): Audit & Finance; Cyber and Technology Oversight .
- Committee Reconstitution (post‑2025 annual meeting, if nominees elected): Audit & Finance (member); Cyber and Technology Oversight (member) .
- Committee activity levels: Audit & Finance held 11 meetings in FY25; Cyber & Technology Oversight held 7 meetings in FY25 .
- Attendance: The Board held 6 regular and 3 special meetings in FY25; average director attendance was 96%, and each director attended ≥75% of applicable meetings .
- Board structure: If the Chair is not independent, a Lead Independent Director presides in executive sessions and has defined authorities (Ms. Griffith will become Lead Independent Director if reelected) .
Fixed Compensation (Director, FY2025)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $140,000 equivalent, elected 100% in shares | Ramo elected to receive 100% of retainer in stock (542 shares at $258.115), recorded as $139,898 in stock and $480 cash for fractional adjustments . |
| Committee chair fees | $0 | Not a chair; applicable chair fees disclosed separately . |
| Other compensation | $0 | No perquisites >$10,000 reported for Ramo . |
| Total | $335,255 | Sum of fees/stock in lieu of cash and RSUs . |
Performance Compensation (Director Equity, FY2025)
| Grant Type | Grant Date | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | Sep 23, 2024 | 755 RSUs; $194,877 grant date fair value | Full vest one year after grant or at the next annual meeting; accrues dividend equivalent rights reinvested in RSUs . | None; time-vested RSUs for directors (pre‑FY2024 director options discontinued) . |
Director equity program: Non‑employee directors receive time‑vested RSUs and may elect retainer in cash, shares, or 50/50; RSUs have a $195,000 target value and vest annually; director option grants were used prior to FY2024 .
Other Directorships & Interlocks
| Company | Current/Former | Notes |
|---|---|---|
| None (current) | Current | No other current public company directorships . |
| Starbucks Corporation | Former | Past public board; no disclosed interlocks or related transactions with FedEx . |
Expertise & Qualifications
- International, global networks, and trade/policy familiarity from roles and affiliations (CFR, WEF programs, co‑founded U.S.–China Young Leaders Forum) .
- Leadership of strategic advisory firms (Sornay; Kissinger Associates) .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Common shares beneficially owned | 6,325 | As of Aug 4, 2025 . |
| RSUs outstanding | 767 | Includes ~12 dividend equivalents; rounded to nearest whole share . |
| Options outstanding | 28,877 | As of May 31, 2025 (legacy director option grants) . |
| Options exercisable within 60 days | 25,267 | At Aug 4, 2025 or within 60 days . |
| Ownership % of shares outstanding | <1% | Based on 235,948,121 shares outstanding . |
| Hedging/pledging policy | Prohibited (exceptions possible case‑by‑case) | Applies to directors; no pledging/hedging by default . |
| Director ownership guideline compliance | In compliance | Directors must own shares equal to 5x annual retainer within five years; company states all directors comply or are within the compliance period as of Aug 4, 2025 . |
Potential Conflicts & Related-Party Exposure
- Related person transactions: Comprehensive disclosures include several relationships involving other insiders (e.g., Smith family, LiveSafe/Vector Solutions). No related person transaction involving Ramo is disclosed .
- Outside board service policy: Directors should not sit on >3 other public boards; audit committee service capped at two other audit committees. All FedEx directors are currently in compliance .
Compensation Structure Analysis (Signals)
- Cash vs equity mix: Ramo elected to take 100% of the annual retainer in shares (542 shares), indicating stronger alignment with shareholders rather than cash compensation .
- Shift from options to RSUs: FedEx discontinued director stock option grants beginning FY2024; legacy options remain outstanding, but new director equity is time‑vested RSUs, lowering risk compared to options .
- No meeting fees/gross‑ups: Director program uses retainer and RSUs; non‑employee directors do not receive tax gross‑ups other than for a retirement gift; perquisite program includes personal digital protection services .
Say-on-Pay & Shareholder Feedback (Context)
- Say‑on‑pay approval (FY2024): 90.6% support for NEO compensation design; indicates broad shareholder approval of pay programs overseen by the Compensation & HR Committee .
- Engagement: FedEx engaged ~140 stockholders since the last annual meeting (~40% of institutional ownership; ~31% of outstanding shares) on governance, compensation, culture, strategy, and sustainability .
Governance Assessment
- Alignment: Ramo’s election to take 100% of his retainer in stock plus RSU grants strengthens alignment with long‑term shareholder value .
- Independence & engagement: Independent director with active service on Audit & Finance and Cyber & Technology committees that met 11 and 7 times respectively in FY25; Board‑wide attendance was strong at 96% average .
- Skills fit: International expertise and strategic advisory leadership complement FedEx’s global footprint and technology oversight needs; placement on Cyber & Technology Oversight supports board effectiveness in emerging tech and cyber risk .
- Conflicts: No related person transactions involving Ramo were disclosed; FedEx maintains stringent related party and securities trading policies (hedging/pledging prohibited) .
- Ownership: Beneficial ownership plus RSUs and legacy options, with company‑stated compliance to director ownership guidelines; percent of class <1% consistent with typical large‑cap director holdings .