Stephen E. Gorman
Director at FDX
Board
About Stephen E. Gorman
Stephen E. Gorman (age 70) has served on the FedEx Board since 2022 and is an independent director. His core credentials include extensive transportation and logistics leadership experience across aviation and ground networks, financial oversight as a public company CEO, and risk management at large operationally complex companies; he currently serves on the Cyber and Technology Oversight Committee and the Governance, Safety, and Public Policy Committee, with planned addition to the Compensation & HR Committee following the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Methods Corporation | Chief Executive Officer | Aug 2018 – Jan 2020 | Led air medical operations; CEO oversight of financials and strategic decisions |
| Borden Dairy Company | President & Chief Executive Officer | 2014 – Jul 2017 | Led turnaround of dairy processor/distributor |
| Delta Air Lines, Inc. | EVP & Chief Operating Officer | 2008 – 2014 | Led airline operations; risk management across global operations |
| Delta Air Lines, Inc. | Executive Vice President — Operations | 2007 – 2008 | Operational leadership of major U.S. carrier |
| Greyhound Lines, Inc. | President & Chief Executive Officer | 2003 – 2007 | CEO of intercity bus operator |
| Krispy Kreme Doughnuts, Inc. | EVP, Operations Support & President, North America | 2001 – 2003 | North America operations leadership |
| Northwest Airlines Corp. | EVP — Flight Ops & Technical Ops | 2001 | Flight and technical operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Peabody Energy Corporation | Director | Current | Public company directorship; disclosed as other public company directorship |
Board Governance
- Committee assignments: Cyber & Technology Oversight (member; 7 meetings in FY25) and Governance, Safety & Public Policy (member; 6 meetings in FY25) . If all nominees are elected, he will also serve on Compensation & HR post-meeting; current CHRC held 5 meetings in FY25 under prior composition .
- Independence: Determined independent under NYSE and FedEx’s stricter standards; all members of Audit & Finance, Compensation & HR, and GSPP are independent (except executive management directors) .
- Attendance: Board held 6 regular and 3 special meetings in FY25; average director attendance was 96%, and each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Years of service: Director since 2022 (three-year tenure as of Aug 2025) .
- Executive sessions: Independent directors meet regularly without management; if the Chair is non-independent, the Lead Independent Director presides .
- Outside board service limits: FedEx guidelines cap outside boards; directors may not sit on more than three public company boards in addition to FedEx; all directors are currently in compliance .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-employee directors) | $140,000 | Directors may elect all cash, all shares, or 50/50 cash/shares |
| Equity – RSUs | $195,000 target grant value | Settles in FedEx shares; one-year vesting; dividend equivalents reinvested as RSUs |
| Committee chair fees | $20,000–$30,000 | AFC Chair: $30,000; CHRC Chair: $25,000; CyTOC Chair: $20,000; GSPPC Chair: $20,000 (Gorman is not a chair) |
| Vice Chair / Lead Independent Director fees | $30,000 | Additional annual fees if serving in those roles |
| Perquisites | Personal digital protection | Available to all directors; spouse travel taxable (no gross-ups except retirement gift) |
No meeting fees are disclosed; Frederick W. Smith and Rajesh Subramaniam received no additional director compensation as employees .
Performance Compensation
| Metric | Disclosure | Notes |
|---|---|---|
| Performance-based director metrics | None disclosed | Director RSUs are time-vested; no performance metrics tied to director equity awards |
Other Directorships & Interlocks
| Company | Type | Interlock/Relationship | Notes |
|---|---|---|---|
| Peabody Energy Corporation | Public company | None disclosed with FedEx | Listed as Gorman’s other public directorship; no related-party transaction with Peabody disclosed in FedEx proxy – |
| Lowe’s Companies, Inc. (Ellison) | Public company (other director) | Ordinary-course business relationship with FedEx; below 1% revenue threshold | Independence maintained; cited to contextualize board network, not Gorman-specific |
| Progressive (Griffith) | Public company (other director) | Ordinary-course business relationship with FedEx; below 1% revenue threshold | Independence maintained |
| McLaren Group (Walsh) | Private company (other director) | Ordinary-course business relationship with FedEx; below 1% revenue threshold | Independence maintained |
Expertise & Qualifications
- Transportation/logistics/supply chain: Extensive CEO/COO experience in aviation and ground networks (Delta, Greyhound, Air Methods) .
- Financial oversight: Public company CEO with responsibility for financial statements, strategic finance, M&A, and restructuring .
- Risk management: Led operations in highly regulated, safety-critical environments .
- International operations: Executive roles at global companies .
- Leadership: Multiple CEO/EVP roles; prior Lead Independent Director at ArcBest .
Equity Ownership
| Holder | Common Shares | RSUs | Option Shares (exercisable ≤60 days) | % of Class |
|---|---|---|---|---|
| Stephen E. Gorman | 2,016 | 767 (incl. 12 dividend-equivalent RSUs) | 4,727 | * (less than 1%) |
- Ownership guidelines: Non-management directors must own FedEx shares valued at 5× annual retainer within five years of joining the Board; for compliance, unvested RSUs count, options do not. As of August 4, 2025, each director either met the guideline or was within the five-year period to attain compliance .
- Hedging/pledging: Prohibited (short sales, derivatives, hedging, margin/pledges) with limited, case-by-case exceptions; any exception requires demonstrated capacity to repay without resort to pledged securities .
Governance Assessment
- Board effectiveness: Gorman’s deep operations and risk background strengthens oversight on cyber/technology and governance/safety/public policy, aligning with FedEx’s risk oversight framework and sustainability governance; committee workloads were meaningful in FY25 (CyTOC 7 meetings; GSPPC 6), indicating active engagement .
- Independence and attendance: Independent status with strong overall board attendance metrics (96% average; all directors ≥75%) supports investor confidence in board diligence; all directors attended the 2024 annual meeting .
- Ownership alignment: Annual cash + RSU mix and 5× retainer ownership guideline, combined with prohibition on hedging/pledging, promote alignment; Gorman’s disclosed share/RSU/option holdings are modest but within the five-year compliance window for his 2022 start .
- Conflicts/related-party exposure: Proxy discloses multiple related-party items for Smith family but none tied to Gorman; no FedEx–Peabody transaction disclosed, limiting conflict risk from his external board seat – .
- Say-on-pay signal: 2024 say-on-pay approval at 90.6% indicates constructive shareholder sentiment toward compensation governance broadly, a supportive backdrop for board oversight of pay .
Overall, Gorman presents as a technically strong, independent director with relevant operational and risk oversight skills on critical committees, low apparent conflict exposure, and standard director compensation/ownership alignment structures .