Susan C. Schwab
FEDEXAbout Susan C. Schwab
Ambassador Susan C. Schwab, age 70, has served as an independent director of FedEx since 2009. She is Professor Emerita at the University of Maryland School of Public Policy and a strategic advisor to Mayer Brown LLP; previously U.S. Trade Representative (2006–Jan 2009), Deputy USTR (2005–2006), Vice Chancellor of the University System of Maryland and President/CEO of the University System of Maryland Foundation (2004–2005), Dean of the University of Maryland School of Public Policy (1995–2003), Director of Corporate Business Development at Motorola (1993–1995), and Assistant Secretary of Commerce for the U.S. and Foreign Commercial Service (1989–1993). Her external public company directorships include Caterpillar Inc. and Marriott International, Inc., and she serves as Board Chair of the National Foreign Trade Council; she is a former director of The Boeing Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the U.S. Trade Representative | U.S. Trade Representative | 2006–Jan 2009 | Led U.S. trade policy; cabinet-level leadership |
| Office of the U.S. Trade Representative | Deputy U.S. Trade Representative | 2005–2006 | Senior trade negotiations and policy |
| University System of Maryland | Vice Chancellor; President & CEO, USM Foundation | 2004–2005 | Oversight of university foundation |
| Univ. of Maryland School of Public Policy | Dean | 1995–2003 | Academic and administrative leadership |
| Motorola, Inc. | Director, Corporate Business Development | 1993–1995 | Corporate development experience |
| U.S. & Foreign Commercial Service (DOC) | Assistant Secretary | 1989–1993 | Led export promotion arm of U.S. government |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Caterpillar Inc. | Director | Current | Public company directorship |
| Marriott International, Inc. | Director | Current | Public company directorship |
| National Foreign Trade Council | Board Chair | Current | Trade policy leadership |
| The Boeing Company | Director | Former | Past public board service |
Board Governance
- Committee assignments: Member, Compensation & Human Resources Committee (CHRC); Member, Cyber & Technology Oversight Committee (CyTOC) . Post-annual meeting reconstitution keeps her on CHRC and CyTOC .
- Independence: The Board determined Susan C. Schwab is independent under NYSE and FedEx’s more stringent standards; all members of CHRC and GSPP are independent .
- Attendance and engagement: In fiscal 2025 the Board held 6 regular and 3 special meetings; average attendance was 96%, and each director attended at least 75% of Board/committee meetings; all then-current directors attended the 2024 annual meeting of stockholders .
- Board processes: Mandatory retirement for non-management directors at age 75, with annual exception possible; policy limits outside board service to no more than three public company boards in addition to FedEx, and Audit Committee members to no more than two other public company audit committees .
- Lead Independent Director structure: If reelected slate is adopted, Susan Patricia Griffith becomes Lead Independent Director when the Chairman is not independent, reinforcing independent oversight .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer | $140,000 | Outside directors may elect all cash, all shares, or 50/50; retainer shares use NYSE high/low average on issuance date . |
| Committee chair fees (schedule) | CHRC Chair $25,000; CyTOC Chair $20,000 | Schwab is a member, not a chair . |
| Vice Chair/Lead Independent fees (schedule) | $30,000 each | General program terms . |
| RSU grant (annual) | Target value $195,000 | RSUs vest fully one year after grant (or next annual meeting if earlier); accrue dividend equivalents . |
| Fiscal 2025 — Schwab fees (cash) | $70,429 | Includes cash portion of retainer and cash for fractional shares/RSU dividend equivalents . |
| Fiscal 2025 — Schwab stock in lieu of cash | $69,949 | She elected 50% of retainer in shares (271 shares at $258.115 on Sept 23, 2024) . |
| Fiscal 2025 — Schwab RSU grant (grant-date fair value) | $194,877 | 755 RSUs granted Sept 23, 2024; ASC 718 valuation . |
| Fiscal 2025 — Schwab total director compensation | $335,255 | Sum of components; no “All Other Compensation” >$10,000 . |
| Perquisites | Personal digital protection offered; occasional spousal travel invited; no tax gross-ups except for retirement gift | Governance-friendly perquisite policy . |
Performance Compensation
| Director RSU Terms | Grant Date | Shares Granted | Target Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| Non-employee director RSUs (Schwab) | Sept 23, 2024 | 755 | $194,877 | Full vest one year or next annual meeting | Accrued and reinvested as RSUs |
- No performance metrics apply to director compensation; since fiscal 2024, non-employee directors receive time-based RSUs and not stock options, indicating a shift from options to RSUs for directors .
Other Directorships & Interlocks
| Company/Organization | Relationship to FedEx | Potential Interlock/Conflict |
|---|---|---|
| Caterpillar Inc. (Director) | Customer/supplier relationships not disclosed in proxy | No related-party transactions disclosed involving Schwab . |
| Marriott International, Inc. (Director) | Customer/supplier relationships not disclosed in proxy | No related-party transactions disclosed involving Schwab . |
| National Foreign Trade Council (Board Chair) | Public policy forum; not a commercial counterparty | Not a related-party transaction . |
| The Boeing Company (Former Director) | Past role only | No current interlock . |
Expertise & Qualifications
- International and Government expertise: Former USTR and Director–General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce) .
- Leadership: Senior roles across government, academia, and corporate development; Board Chair of the National Foreign Trade Council .
Equity Ownership
| As of Aug 4, 2025 | Shares Owned | RSUs (beneficial) | Option Shares (exercisable within 60 days) | Percent of Class | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Susan C. Schwab | 8,149 | 767 | 21,287 | <1% (asterisk) | 235,948,121 shares outstanding |
- RSUs outstanding (program-wide table as of May 31, 2025): Schwab 763 RSUs; options outstanding 21,287, reflecting legacy director options prior to FY2024 .
- Stock ownership goal: Non-management directors must own shares valued at 5× their annual retainer within five years; as of Aug 4, 2025, each director complied or was within the five-year window .
- Hedging/pledging: FedEx prohibits hedging and margin/pledge arrangements; case-by-case exceptions may be granted only upon demonstrated capacity to repay without resort to pledged securities, with Board leadership informed of exceptions .
Governance Assessment
- Strengths: Independent status; service on CHRC and CyTOC (key oversight on pay and cyber risk); strong board attendance; stock ownership policy and anti-hedge/pledge alignment; CHRC comprised solely of independent directors and uses an independent compensation consultant (Meridian) with robust conflict safeguards .
- Compensation mix signals alignment: Schwab elected to take 50% of her retainer in shares and receives annual RSUs with one-year vesting, reinforcing near-term ownership and alignment; perquisite policy avoids tax gross-ups (shareholder-friendly) .
- Pay program oversight credibility: 2024 say‑on‑pay support of 90.6% indicates investor confidence in compensation governance; CHRC added relative TSR and capital-efficiency metrics to executive LTI plans over recent years (context for board oversight of pay-for-performance) .
- Potential risks/RED FLAGS: Legacy director stock options remain outstanding (21,287 for Schwab), which can create timing incentives though issuance ceased for directors pre‑FY2024; pledging exceptions policy introduces small residual risk but requires stringent financial capacity and oversight; multiple external boards are within FedEx’s policy limit and monitored by GSPP .
- Conflicts/related-party: No related-person transactions disclosed involving Schwab; board policy requires GSPP and full Board preapproval of related-person transactions and annual review .
Compensation Committee Analysis
- CHRC composition: Paul S. Walsh (Chair), Silvia Davila, Susan Patricia Griffith, Amy B. Lane, Susan C. Schwab; FY25 meetings held: 5 .
- Consultant: Meridian Compensation Partners, LLC advises CHRC; reports directly to the Committee; no services to FedEx outside CHRC; policies prevent conflicts; fees <5% of consultant revenues; no business/personal relationships or FedEx stock ownership by advisers; CHRC determined consultant independence and requires preapproval for any company services .
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