R. Brad Martin

About R. Brad Martin

R. Brad Martin (age 73) has served on the FedEx Board since 2011 and is currently Chairman of the Board and Chair of the Audit & Finance Committee; if reelected at the September 29, 2025 annual meeting, he will become Executive Chairman and will no longer be considered independent, and he will not serve on any Board committees thereafter . Martin holds an MBA from Vanderbilt University, is an Audit Committee Financial Expert, and brings prior CEO experience from Saks Incorporated, along with energy, logistics, and government expertise .

Past Roles

External Roles

Board Governance

• Independence: Independent director currently; if reelected, will become Executive Chairman immediately following the 2025 annual meeting and will no longer be independent .
• Board leadership transition: As Executive Chairman, Martin will guide long-term strategy and public policy engagement; the GSPP Chair (Susan Patricia Griffith) will become Lead Independent Director post-meeting .
• Committee assignments:
  • Audit & Finance Committee Chair (FY25), with 11 meetings held; Martin is designated Audit Committee Financial Expert .
  • Post-meeting reconstitution: Martin will not serve on committees after becoming Executive Chairman; committees to be chaired by independent directors (e.g., Ellison—Audit; Walsh—Compensation; Norton—Cyber; Griffith—GSPP) .
• Attendance: FY25 Board averaged 96% attendance; each director met the ≥75% attendance threshold; FedEx expects directors to attend annual meetings (all directors attended the 2024 annual meeting) .

Fixed Compensation

Program structure for non-management directors (FY25):

• Annual cash retainer: $140,000; Audit Chair fee: $30,000; Vice Chair and Lead Independent Director: $30,000; other chair fees: $20,000–$25,000 .
• Retainer election: Directors may take all cash, all shares, or 50/50; RSUs granted annually, vest fully one year after grant, with dividend equivalents reinvested .

Martin’s reported director compensation:

Program-wide fees reference:

• Audit & Finance Chair fee: $30,000
• Annual retainer: $140,000
• RSUs target value: $195,000 (FY24 program), same structure continued FY25 (755 RSUs granted to each outside director on Sep 23, 2024)

Performance Compensation

• Outside director pay at FedEx is not performance-conditioned; RSU grants are time-based (full vesting one year after grant) and accrue dividend equivalents; no EPS/TSR/ROIC metrics apply to non-employee director compensation . | Component | Terms | Vesting | Notes | |---|---|---|---| | RSUs (Director) | Annual grant; target value set by program | Full vest 1 year or next annual meeting | Dividend equivalents reinvested; time-based only |

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and Risk Management: MBA (Vanderbilt); Audit Committee Financial Expert; former chair of First Horizon’s Executive & Risk Committee .
• Marketing/Retail: Former Saks CEO; extensive retail/e-commerce experience .
• Energy/Logistics: Former Chesapeake Energy Chair; former Pilot Travel Centers LLC board member .
• Government: Former Tennessee state representative .

Equity Ownership

Stock ownership guideline: Directors must own shares valued at 5x annual retainer within 5 years; as of Aug 4, 2025, each director met or was within the compliance window .

Hedging/pledging policy: Prohibits hedging, short sales, and publicly traded derivatives; pledging generally prohibited, with case-by-case exceptions requiring demonstration of capacity to repay without resort to pledged securities .

Governance Assessment

• Strengths:

  • Deep financial oversight and audit expertise; Chair of Audit & Finance and designated Audit Committee Financial Expert .
  • Robust ownership alignment with meaningful direct and indirect holdings; compliant with director ownership guideline .
  • Clear governance transition plan post-founder’s passing, with Martin assuming Executive Chairman duties and Griffith designated as Lead Independent Director to preserve independent oversight .

• Watch items / potential conflicts:

  • Independence shift: Becoming Executive Chairman removes independence and committee service; investors should monitor balance between executive influence and independent board leadership .
  • Multiple leadership roles: Designation to chair the FedEx Freight spin-off board adds time commitments; FedEx’s guidelines limit outside boards and audit committee memberships and report current compliance, but ongoing monitoring is prudent .
  • Related-party transactions: No Martin-specific related-party transactions disclosed; company discloses several Smith-family items and technology agreements vetted by GSPP/Board—continued adherence to preapproval policy mitigates risk .

• Director compensation structure analysis:

  • Shift from options to RSUs for directors beginning FY2024 reduces risk and simplifies alignment; RSUs are time-based (no performance conditioning), limiting incentive-driven conflicts while preserving equity alignment .
  • Martin’s pay mix reflects program norms (cash retainer + RSUs; modest cash due to partial stock election), with additional audit chair fee integrated via program-wide fee schedule .

• Say-on-pay signal (executive program context): High approval levels (89.7% in 2023; 90.6% in 2024) indicate broad investor support for compensation governance; while not director-specific, this informs overall investor confidence in FedEx’s pay practices .