Nancy A. Norton
Director at FDX
Board
About Nancy A. Norton
Retired U.S. Navy Vice Admiral with 34 years of service, former Director of the Defense Information Systems Agency (DISA) and commander of Joint Force Headquarters–Department of Defense Information Network. Age 60, independent director at FedEx since 2022 and Chair of the Cyber and Technology Oversight Committee, bringing deep cybersecurity, government, and global leadership credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Defense Information Systems Agency (DISA) | Director; Commander, Joint Force Headquarters–DoDIN | Feb 2018 – Feb 2021 | Led DoD information/cybersecurity infrastructure and operations |
| DISA | Vice Director | Aug 2017 – Feb 2018 | Executive leadership of agency operations |
| U.S. Navy | Officer (various commands) | 34 years | Information warfare, C4ISR integration; NSA’s Frank B. Rowlett Award recipient |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Leidos Holdings, Inc. | Director | Not disclosed | Current public company directorship |
Board Governance
- Committee leadership: Chair, Cyber and Technology Oversight Committee (CyTOC) .
- CyTOC scope: reviews major cyber/technology projects and architecture; oversees cyber risk (including AI/ML); advises Data & Technology leadership; 7 meetings in FY25 .
- Independence: Board determined Norton is independent under NYSE and FedEx’s stricter standards .
- Tenure: Director since 2022 .
- Attendance: Board held 6 regular and 3 special meetings in FY25; average attendance 96%; each director attended at least 75% of aggregate meetings .
- Board leadership context: If reelected (2025), R. Brad Martin becomes executive Chairman; Lead Independent Director to be Susan P. Griffith post-annual meeting .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer (FY25 program) | $140,000 | Directors may elect all cash, all shares, or 50/50 |
| Committee chair fee (CyTOC) – FY25 | $20,000 | CyTOC chair fee under FY25 program |
| Committee chair fee (CyTOC) – post 2025 AGM | $25,000 | Fee increased by $5,000 effective with 2025 annual meeting |
| RSU grant (target FMV) | $195,000 | Vests in one year; accrues dividend equivalents |
FY25 Norton actual director compensation:
| Item | FY25 Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $160,378 | Includes retainer and chair fees |
| Stock awards in lieu of cash retainer | — | No election disclosed for Norton in FY25 table |
| RSU awards (grant-date fair value) | $194,877 | Annual RSU award |
| All other compensation | — | None reported for Norton >$10,000 |
| Total | $355,255 | Sum of above |
Performance Compensation
- Directors do not receive performance-based cash incentives; equity is time-based RSUs vesting in one year with dividend equivalents .
- No director stock options are granted as part of current director compensation program (shifted to RSUs beginning fiscal 2024) .
Other Directorships & Interlocks
| Company | Relationship to FedEx | Notes |
|---|---|---|
| Leidos Holdings, Inc. | Not disclosed | No FedEx–Leidos business relationship disclosed in “Director Independence” or “Related Person Transactions” sections -. |
Expertise & Qualifications
- Technological/Digital/Cybersecurity: Former DISA Director; extensive cyber operations leadership .
- Government: Senior DoD leadership; global operations .
- International: Leadership across multiple international posts .
- Human Resource Management; Leadership: Led global teams in Navy/DISA; 34 years of service .
Equity Ownership
| Holding Type | Quantity | Percent of Class | Notes |
|---|---|---|---|
| Common shares beneficially owned | 758 | <1% | As of Aug 4, 2025 |
| RSUs outstanding | 767 | — | Includes 12 dividend equivalent RSUs |
| Options (exercisable within 60 days) | 4,727 | — | Legacy director option awards |
- Stock ownership guidelines: Directors must own shares valued at 5× annual retainer within five years; as of Aug 4, 2025, each director either met the goal or remained within the five-year window .
- Hedging/pledging: Hedging and margin/pledge transactions are prohibited; exceptions require case-by-case approval. As of Aug 4, 2025, no executive officer or Board member (other than the former Executive Chairman’s approved exception) had pledged FedEx securities .
Governance Assessment
- Strengths: Independent director; chairs critical cyber oversight amid AI and digital transformation; CyTOC met 7 times in FY25, indicating active oversight . Compensation uses fixed cash plus time-based RSUs aligned with shareholder interests; ownership guidelines enhance alignment .
- Watch items: Board leadership shift to an executive Chairman in 2025 elevates importance of Lead Independent Director oversight; not a Norton-specific issue but relevant to board effectiveness dynamics . 2025 say‑on‑pay support fell to 63.3% vs 90.6% in 2024, signaling investor scrutiny of compensation design and outcomes; Board/CHRC response will be a quality-of-governance indicator .
- Conflicts/related parties: No Norton‑related transactions disclosed; independence affirmed -. No pledging/hedging exposure for directors other than historic exception for the late Frederick W. Smith; Norton unaffected .
Overall, Norton’s deep cyber/government expertise and CyTOC leadership are positives for FedEx’s risk oversight and digital posture; compensation and ownership structures support alignment, with no disclosed conflicts tied to Norton. Investor sentiment pressure (2025 say‑on‑pay) and board leadership changes elevate the importance of robust independent oversight, to which Norton’s committee leadership contributes .