Richard W. Smith

About Richard W. Smith

Richard W. Smith (age 47) is Chief Operating Officer – International and Chief Executive Officer – Airline of Federal Express Corporation, nominated for election to the FedEx Board in 2025; he is not independent under NYSE and FedEx standards given his executive status . His FedEx career spans 20+ years across leadership roles in FedEx Express and FedEx Logistics, with core credentials in transportation/logistics, energy transition, government operations (COVID-19 vaccine distribution), and aviation safety risk management (FAA SMS accountable executive) . Director tenure on the FedEx Board is pending election (Director Since: —) and he has no committee assignments or other public company directorships .

Past Roles

External Roles

Board Governance

• Independence status: Not independent (current FedEx executive); all other current members/nominees except the CEO are independent .
• Committees: None assigned for Smith as of nomination; the Board approved post-meeting committee rosters without him listed .
• Election and voting standard: Nominated for election; majority-vote standard applies to all 13 nominees .
• Attendance: FY25 Board held 9 meetings (6 regular, 3 special); average attendance 96% and all directors met ≥75% attendance requirement; Smith’s Board attendance not applicable pre-election .
• Lead Independent Director transition: Susan Patricia Griffith to serve as Lead Independent Director following the annual meeting .

Fixed Compensation

• Employee directors do not receive additional director compensation; only non-employee directors receive retainers and RSUs .
• Smith’s fiscal 2025 executive compensation (as COO–International & CEO–Airline): $4,594,665 (includes salary, incentive, and Black‑Scholes option value) .

Director program (for context):

• Annual retainer: $140,000; Vice Chair/Lead Independent/Committee Chair fees: $20,000–$30,000; RSUs target value: $195,000; retainer can be taken in cash/shares/mix; RSUs generally vest in one year .

Performance Compensation

• Annual Incentive (AIC) FY25 metric: Adjusted Consolidated Operating Income (ACOI), excluding DRIVE optimization costs, certain international regulatory/legal matters, spin-off costs (FedEx Freight), and aircraft impairment; payout scale up to 150% of target; actual ACOI below target .
• Long-Term Incentive (FY23–FY25): Adjusted EPS (50%), CapEx/Revenue (25%), Relative TSR (25%); FY23 EPS decline drove below-threshold on EPS; CapEx/Revenue met maximum; Relative TSR below target; total below-target payouts .

Clawbacks and change-of-control:

• Clawback: Board can cancel/recoup awards (including vested) for executive officers upon misconduct or specified events .
• 280G cutback: Automatic reduction to $1 below safe harbor; minimum vesting requirement of ≥1 year for most awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Transportation/Logistics/Supply Chain; leadership across FedEx Express and FedEx Logistics .
• Energy transition: Led efforts toward all-electric vehicle fleet and airline sustainability aligned to carbon-neutral goal by 2040 .
• Government operations: Coordinated COVID-19 vaccine distribution (roughly half of U.S. distribution) .
• Risk management and safety: FAA SMS accountable executive for FedEx Air operations .

Equity Ownership

Stock ownership policies:

• Hedging/pledging prohibited, with narrow case-by-case exceptions requiring demonstrated repayment capacity and senior approvals .
• Ownership goals: Directors 5× annual retainer within 5 years; executive officers 3× base salary; compliance noted as met or within 5-year window as of Aug 4, 2025 .

Governance Assessment

• Independence and Board role: Smith would serve as a non-independent director due to his executive position—appropriate for operational insight, but reduces the proportion of independent oversight at the margin . The Board maintains majority independence, a Lead Independent Director, and strong committee structures, mitigating governance concentration risks .
• Alignment and incentives: Significant personal ownership (178,151 shares; options 79,270) and strict hedging/pledging prohibitions support alignment; executive incentives tied to ACOI, EPS, CapEx/Revenue, TSR, and ROIC with below-target payouts in FY25 reinforce pay-for-performance discipline .
• Related-party and conflicts:
  • Sister employed by FedEx (staff director, global public policy)—reviewed/approved under related-person policy; non-officer family employment is permitted under independence standards for directors generally, but Smith’s own executive status drives non-independence .
  • Family aircraft arrangements post founder’s death—dry lease and support agreements with fair-market, arm’s-length terms; paid amounts in FY25 disclosed; approved by GSPP Committee—oversight is strong, but continued monitoring advisable due to optics and recurring services to founder’s family .
  • Historical LiveSafe/Vector Solutions software arrangement involving founder and youngest son ended July 30, 2024; prior approvals and disclosure mitigate residual conflict, but the legacy relationship remains a governance footnote .
• Board effectiveness signals: Majority voting for directors, robust attendance (96% avg), active committee oversight, and clawback/COC cutbacks indicate sound governance practices; 2024 say‑on‑pay approval at 90.6% suggests shareholder support for compensation design .
• RED FLAGS
  • Not independent; increases insider presence on Board .
  • Ongoing related-party arrangements (aircraft) with founder’s family—approved and arm’s‑length but require continued transparency .
  • Family employment within the company—approved and non-officer; monitor for influence risks .