Marvin R. Ellison

About Marvin R. Ellison

Marvin R. Ellison (age 60) has served on the FedEx Board since 2014. He is Chairman, President, and CEO of Lowe’s Companies, Inc. (Chairman since June 2021; President & CEO since July 2018), and previously was Chairman and CEO of J.C. Penney (2016–2018; CEO 2015–2018), with earlier senior roles at The Home Depot (including EVP U.S. Stores and SVP Global Logistics) and 15 years at Target. The FedEx Board designates him an independent director and an Audit Committee Financial Expert.

Past Roles

Organization	Role	Tenure	Committees/Impact
Lowe’s Companies, Inc.	Chairman of the Board	Since June 2021	Retail leadership and strategy oversight
Lowe’s Companies, Inc.	President & CEO; Director	Since July 2018	Led multi-year transformation and operations
J.C. Penney Company, Inc.	Chairman	Aug 2016 – May 2018	Oversight during turnaround phase
J.C. Penney Company, Inc.	CEO	Aug 2015 – May 2018	Led operational and financial initiatives
J.C. Penney Company, Inc.	President & CEO-Designee	Nov 2014 – July 2015	CEO transition leadership
The Home Depot, Inc.	EVP — U.S. Stores	Aug 2008 – Oct 2014	National retail operations
The Home Depot, Inc.	President — Northern Division; SVP — Global Logistics	Jun 2002 – Aug 2008	Store division leadership; global logistics
Target Corporation	Various operational roles	15 years	Large-scale retail operations

External Roles

Organization	Role	Tenure	Notes
Lowe’s Companies, Inc.	Chairman, President & CEO; Director	Chairman since 2021; CEO & Director since 2018	Current public company role
J.C. Penney Company, Inc.	Director	Prior	Former public company directorship
H&R Block, Inc.	Director	Prior	Former public company directorship

Board Governance

Independence: The Board determined Mr. Ellison is independent under NYSE and FedEx standards; he is also designated an Audit Committee Financial Expert.
Current committee assignments (FY25): Audit & Finance Committee (AFC) member; Governance, Safety & Public Policy Committee (GSPP) member. AFC held 11 meetings and GSPP held 6 in FY25.
Post-2025 annual meeting (if all nominees elected): slated to become Chair of the Audit & Finance Committee.
Attendance: In FY25, Board held 6 regular and 3 special meetings; average director attendance was 96%, and each director attended at least 75% of Board and committee meetings; all directors are expected to attend annual stockholder meetings.

Fixed Compensation (Director)

Element	FY2025 Amount/Terms	Source
Annual cash retainer (outside directors)	$140,000
Committee chair fees	AFC Chair $30,000; CHRC Chair $25,000; CyTOC Chair $20,000; GSPP Chair $20,000
FY2025 actual fees (Ellison)	$140,378
Annual RSU grant (target value)	~$195,000; vests fully after ~1 year; dividend equivalents accrue
FY2025 RSU grant (Ellison)	$194,877
Other director perquisites	Personal digital protection services offered to all directors

Performance Compensation

Directors do not receive performance-based pay at FedEx; RSUs are time-vested (no performance metrics).

Other Directorships & Interlocks

Relationship	Description	Materiality/Board View
Business relationship with Lowe’s Companies, Inc.	FedEx and Lowe’s have ordinary-course business dealings; Mr. Ellison is Lowe’s Chairman, President & CEO	Payments between the companies in each of the last three fiscal years did not exceed 1% (or $1 million, whichever greater) of the counterparty’s consolidated revenue; Board maintained independence.
University of Memphis	Mr. Ellison and a former FedEx CIO served on its Board of Trustees; FedEx makes payments and charitable contributions to the University	These represented 1.1% (FY25), 1.9% (FY24), and 2.8% (FY23) of the University’s revenue; Board determined Ellison has no material relationship and is independent (no financial/personal benefit).

Expertise & Qualifications

Financial expertise: Audit Committee Financial Expert (SEC definition).
Retail/e-commerce and marketing: Senior leadership at Lowe’s, Home Depot, J.C. Penney.
Transportation/logistics/supply chain: Former SVP Global Logistics, The Home Depot.
Leadership: Multi-decade executive leadership across large retailers.

Equity Ownership

Ownership Type (as of Aug 4, 2025)	Amount	Percent of Class
Common shares beneficially owned	6,965	<1%
RSUs (incl. dividend equivalents)	767	<1%
Options exercisable within 60 days	25,267	<1%
Policy alignment	Directors must own shares worth 5x annual retainer within 5 years; as of Aug 4, 2025, each director complied or was within the 5-year window. Hedging, short sales, and pledging are prohibited (limited-case exceptions possible).

Governance Assessment

Strengths:
- Independent director with deep operating experience in retail, logistics, and finance; designated Audit Committee Financial Expert.
- Expected elevation to Audit & Finance Committee Chair enhances financial oversight continuity.
- Strong director ownership framework (5x retainer within 5 years) and prohibitions on hedging/pledging support alignment.
- Director compensation weighted toward equity (annual RSUs), reinforcing stockholder alignment.
- Robust Board/committee meeting cadence with high attendance across directors.
Watch items (not red flags):
- University of Memphis contributions exceeded the policy’s 1% threshold in some years; Board performed case-by-case review and affirmed Ellison’s independence (no personal benefit). Continued monitoring advisable.
- Ordinary-course commercial relationship with Lowe’s remains below 1% materiality thresholds but should be reviewed periodically given Ellison’s executive role.
Shareholder sentiment context: Say-on-pay support was 90.6% at the 2024 annual meeting, indicating broad investor support for FedEx’s pay practices and governance framework.
Compensation governance: FedEx maintains recoupment (clawback) policies and uses Fortune 100 peers for director pay benchmarking; non-employee director aggregate pay cap is $1,000,000 per year.