Silvia Davila
Director at FDX
Board
About Silvia Davila
Silvia Davila, age 54, is an independent director of FedEx (director since 2023). She is Regional President, Latin America at Danone S.A. (since 2021), with prior senior roles at Danone (2017–2021) and as Vice President and Global Food Chief Marketing Officer at Mars, Inc. (2014–2017). Her background spans 1989–2014 in marketing and brand roles at Mars, Procter & Gamble, and McDonald’s; she also served as a professor of Strategic Marketing Planning and is Global Vice President of the International Women’s Forum .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danone S.A. | Regional President, Latin America | 2021–present | Led operations in Mexico and all categories across LATAM; digital transformation experience |
| Danone S.A. | SVP, Essential Dairy & Plant-Based LATAM | 2017–2021 | Regional leadership; international experience |
| Mars, Inc. | VP & Global Food Chief Marketing Officer | 2014–2017 | Global marketing leadership |
| Mars, P&G, McDonald’s | Various marketing/brand roles | 1989–2014 | Consumer marketing, retail/e-commerce exposure |
| Monterrey Institute of Technology | Professor, Strategic Marketing Planning | Not disclosed | Academic contribution to marketing strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Betterware de México, S.A.P.I. de C.V. | Director | Current | Other public directorship |
| International Women’s Forum | Global Vice President | Current | Global governance role |
| Fibra Monterrey | Director | Oct 2021–Jun 2024 | Prior public company directorship |
| Danone S.A. | Regional President, Latin America | 2021–present | Operating executive role |
Board Governance
- Independence: FedEx’s Board determined Ms. Davila is independent under NYSE and FedEx’s stricter standards; all members of CHRC and Audit are independent .
- Current committee memberships (FY25): Compensation & HR Committee (member); Cyber & Technology Oversight Committee (member) .
- Post-2025 annual meeting (approved reconstitution): Compensation & HR Committee; Governance, Safety & Public Policy (GSPP) Committee .
- Attendance: In FY25, the Board held 6 regular and 3 special meetings; average attendance 96%, and each director attended ≥75% of aggregate meetings for their committees/Board .
- Lead Independent Director: Following the 2025 annual meeting, Susan Patricia Griffith will serve as Lead Independent Director (if reelected) .
| Committee | FY25 Meetings | Role |
|---|---|---|
| Compensation & HR (CHRC) | 5 | Member |
| Cyber & Tech Oversight (CyTOC) | 7 | Member |
| Governance, Safety & Public Policy (GSPP) | 6 | Member (post-meeting reconstitution) |
Fixed Compensation
Program structure (outside directors):
- Annual retainer: $140,000; may elect cash, shares, or 50/50 mix .
- Chair/lead fees: Audit Chair $30,000; CHRC Chair $25,000; CyTOC Chair $20,000; GSPP Chair $20,000; Lead Independent Director $30,000; Vice Chairman $30,000 .
- Annual RSUs: Target value $195,000, vest fully one year (or at next annual meeting), with dividend equivalent rights .
Fiscal 2024 actuals for Ms. Davila (appointed December 22, 2023):
| Item | FY 2024 Amount (USD) | Detail |
|---|---|---|
| Cash fees | $52,501 | 50% of prorated retainer; plus cash in lieu of fractional shares |
| Stock retainer (shares) | $52,499 | 50% of prorated retainer converted to shares; 212 shares at $247.635 FMV on 12/22/2023 |
| RSU grant fair value | $146,355 | 591 RSUs granted on 12/22/2023; grant-date fair value per ASC 718 |
| Total | $251,355 | Sum of components |
Grant specifics:
- Retainer shares received: 212 shares on 12/22/2023 (fair market value calc basis) .
- RSUs: 591 granted on 12/22/2023; vesting after one year/next annual meeting; dividend equivalents accrue .
Performance Compensation
Outside director compensation is not performance-based; RSUs are time-based vesting (no EPS/TSR hurdles). Meeting fees are not used; equity settles in shares; dividend equivalents reinvest as RSUs .
| Element | Performance Metric | Weight | Vesting/Measurement Period |
|---|---|---|---|
| Director RSUs | None (time-based) | N/A | Full vest after one year or next annual meeting |
Note: Executive officer LTI uses EPS, ROIC, and relative TSR metrics; these do not apply to outside directors .
Other Directorships & Interlocks
| Entity | Relationship to FedEx | Exposure/Notes |
|---|---|---|
| Betterware de México, S.A.P.I. de C.V. | No related person transaction disclosed | Listed as Ms. Davila’s other public directorship . FedEx disclosed ordinary-course immaterial relationships with Lowe’s, Progressive, and McLaren; none with Danone/Betterware . |
| Danone S.A. (employer) | No related person transaction disclosed | Not cited in FedEx’s related person transactions for FY24–FY25 . |
Expertise & Qualifications
- International leadership overseeing LATAM operations at Danone; prior roles across Latin America and Europe .
- Deep marketing and brand expertise with consumer multinationals; retail/e-commerce exposure; former marketing professor .
- Digital transformation experience; technology/digital/cybersecurity familiarity .
Equity Ownership
| Holding Type | Quantity | Status/Notes |
|---|---|---|
| RSUs outstanding (as of May 31, 2024) | 594 | Includes accrued dividend equivalents; unvested at FY-end |
| Stock options | — | None outstanding |
| Retainer shares received | 212 | Issued 12/22/2023 as 50% of prorated retainer |
| Hedging/Pledging | Prohibited | Hedging, short sales, and margin/pledge accounts prohibited (case-by-case exceptions possible with approvals) |
| Director ownership guideline | 5x annual retainer within 5 years | Directors must own shares valued at 5× retainer; as of Aug 4, 2025, each director either met or was within the 5-year period to attain compliance |
Governance Assessment
- Alignment and independence: Ms. Davila is independent; committee roles (Compensation & HR; Cyber/Technology; and GSPP post-reconstitution) align with her marketing/digital/international background, supporting board effectiveness on strategy, talent, and technology risk oversight .
- Attendance and engagement: Board average attendance of 96% in FY25 with all directors ≥75%; her appointment timing (Dec 2023) and active committee service indicate engagement; expected attendance at annual meetings per policy .
- Ownership and incentives: Director pay mixes cash retainer plus time-vested RSUs; clear ownership guidelines (5× retainer) and anti-hedging/pledging policies foster alignment; she received prorated retainer and RSUs upon appointment, with transparent grant values and share counts .
- Conflicts/related party: No related person transactions disclosed involving Ms. Davila; FedEx’s related-party review policy and independence standards are robust, with immaterial relationships enumerated for other directors only .
- Capacity/compliance: FedEx limits outside board service; public company executives should serve on no more than one other public board—Ms. Davila’s single public directorship (Betterware) is within guideline, mitigating over-boarding risk .
Red flags: None disclosed specific to Ms. Davila (no related-party transactions, pledging/hedging, or attendance issues noted) .