Paul S. Walsh
Director at FDX
Board
About Paul S. Walsh
Paul S. Walsh, age 70, is an independent director of FedEx Corporation and has served on the Board since 1996, currently chairing the Compensation and Human Resources Committee (CHRC) . He is Executive Chairman of McLaren Group Limited (since January 2020) and previously served as CEO of Diageo plc (2000–June 2013) and Chairman of Compass Group PLC (February 2014–December 2020), among other senior roles . Walsh’s current public company directorships include McDonald’s Corporation and UPL Ltd. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diageo plc | Chief Executive Officer | 2000–June 2013 | Led global consumer brands; advisor to Diageo July 2013–2014 |
| Compass Group PLC | Chairman of the Board | Feb 2014–Dec 2020 | Oversaw board governance of global food services |
| The Pillsbury Company (Diageo subsidiary) | Chairman, President & CEO | 1996–2000 | Led operations and strategy |
| The Pillsbury Company | Chief Executive Officer | 1992–1996 | Business turnaround and portfolio leadership |
| Bespoke Capital Partners/Acquisition Corp. | Operating Partner; Executive Chairman | Aug 2016–Jun 2021 | Led SPAC-related activities and investments |
| L.E.K. Consulting; TPG Capital LLP | Advisor | Current | Strategic advisory to global consulting and private investment firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McLaren Group Limited | Executive Chairman | Jan 2020–present | Luxury automotive, motorsport and technology |
| McDonald’s Corporation | Director | Current | Public company board |
| UPL Ltd. | Director | Current | Public company board |
| Prior boards (selected) | Director | Various | Avanti Communications, Centrica, Diageo, HSBC, Ontex, Pace Holdings, RM2, TPG Pace, Unilever, Vintage Wine Estates |
Board Governance
- Independence: The Board determined Walsh is independent under NYSE and FedEx’s stricter standards .
- Committee assignments: CHRC Chair; FY25 CHRC meetings held: 5 . Post-annual meeting committee plan retains Walsh as CHRC Chair .
- Attendance: FY25 Board held 6 regular and 3 special meetings; average attendance 96%; all directors attended ≥75%; all then-current directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive sessions without management .
- CHRC remit and consultant: CHRC oversees executive compensation, equity plan administration, HR strategies, and produced the CD&A report; uses independent consultant (Meridian Compensation Partners) with no conflicts; consultant services limited to CHRC .
- Say‑on‑pay signal: 2024 say‑on‑pay approval was 90.6% of votes cast, indicating strong investor support for compensation oversight under CHRC .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual retainer (outside directors) | $140,000 | Program retainer level |
| Committee chair fee (CHRC Chair) | $25,000 | Program fee for CHRC chair |
| Fees earned (cash) – P.S. Walsh | $165,378 | Includes retainer, CHRC chair fee, fractional share cash items |
| RSU grant (target value) | $195,000 | Outside director RSUs target |
| RSU grant (grant-date fair value) – P.S. Walsh | $194,877 | Granted September 23, 2024 (755 RSUs) |
| Other compensation (perqs) – P.S. Walsh | $27,957 | Spousal travel $24,357; digital personal protection $3,600 |
| Total FY2025 director compensation – P.S. Walsh | $388,212 | Sum of items |
Additional program terms:
- Retainer election: Directors may take retainer in cash, shares, or 50/50; Walsh did not elect shares in lieu of cash in FY2025 (zero in that column) .
- RSU vesting: Director RSUs vest fully one year after grant or at next annual meeting; accrue dividend equivalents .
Performance Compensation
| Instrument | Grant details | Vesting/Performance | Outstanding (as of 5/31/2025) |
|---|---|---|---|
| RSUs (outside director award) | 755 RSUs to each outside director on Sep 23, 2024; Walsh grant FV $194,877 | Time‑based vesting one year; dividend equivalents reinvested | Walsh: 763 RSUs outstanding (incl. dividend equivalents) |
| Stock options (legacy awards) | No new director options since fiscal 2024; program shifted to RSUs | N/A for FY2025; options from prior years remain outstanding | Walsh: 28,877 options outstanding |
Note: Director equity is time-based; no director-specific performance metrics apply to director RSUs (FedEx performance metrics apply to executive LTI plans overseen by CHRC) .
Other Directorships & Interlocks
- Current public boards: McDonald’s Corporation; UPL Ltd. .
- Ordinary-course relationship: FedEx has an ordinary-course business relationship with McLaren Group Limited (Walsh is Executive Chairman); payments by McLaren to FedEx within each of the last three fiscal years did not exceed 1% (or $1 million, whichever greater) of McLaren’s revenue; Board deemed the relationship immaterial and Walsh independent .
- Outside board service limits: FedEx policy limits directors to no more than three other public boards; public-company executives to one other public board; Board confirms compliance .
Expertise & Qualifications
- International: Former CEO of a U.K.-based multinational; extensive global leadership .
- Financial: Held executive finance roles including CFO of a major division of a U.K. public company .
- Marketing/Retail: Led brand-driven consumer businesses; consumer-centric experience .
- Government interface: Experience at companies requiring government engagement .
Equity Ownership
| Ownership category (as of Aug 4, 2025) | Shares/Units | % of Class |
|---|---|---|
| Common shares beneficially owned – P.S. Walsh | 14,758 | <1% (indicated as “*”) |
| RSUs held – P.S. Walsh | 767 | N/A |
| Option shares exercisable within 60 days – P.S. Walsh | 25,267 | Included in percent calc methodology |
| RSUs outstanding (5/31/2025) – P.S. Walsh | 763 | N/A |
| Stock pledging/hedging | Hedging, short sales, exchange-traded derivatives prohibited; margin accounts/pledges prohibited with limited case-by-case exceptions; no current director or executive officer has pledged FedEx securities | |
| Director ownership guideline | 5× annual retainer within five years; all directors either compliant or within five-year window as of Aug 4, 2025 |
Governance Assessment
- Board effectiveness: Long-tenured independent director with deep multinational consumer leadership; chairs CHRC overseeing pay‑for‑performance architecture and equity plans; committee held 5 meetings in FY25, and produced CD&A recommendation . Strong investor backing as evidenced by 90.6% say‑on‑pay support in 2024 .
- Alignment: Holds common shares and legacy options in addition to annual RSUs; director stock ownership guidelines and anti-hedging/pledging policies reinforce alignment .
- Compensation mix quality: Shift from options to RSUs for directors since FY2024 lowers risk and reduces potential for option repricing; annual RSUs with one‑year vest promote holding and continuity; cash retainer + modest chair fee appropriate .
- Conflicts/related party exposure: Ordinary-course FedEx–McLaren relationship assessed immaterial under FedEx independence standards; no pledging; perqs disclosed and modest (spousal customer event travel, digital protection) .
- RED FLAGS: None material identified. Legacy Retirement Plan benefit applies only to Walsh (frozen in 1997; lump-sum would be $64,626 if retired June 1, 2025), which is small and fully disclosed . Independence affirmed; attendance metrics solid at Board level .
Overall, Walsh’s CHRC leadership, independence, disclosed ownership, and adherence to governance policies support investor confidence; no material conflicts emerged under FedEx’s stringent independence review .