Susan Patricia Griffith
Lead Independent Director at FDX
Board
About Susan Patricia Griffith
Independent director at FedEx (FDX) since 2018; age 60. President and CEO of The Progressive Corporation since July 2016, with prior senior roles spanning claims leadership, Chief Human Resources Officer, President of Customer Operations, and Personal Lines COO at Progressive. Recognized by FORTUNE’s “Most Powerful Women in Business” in 2016 and 2017. Set to become Lead Independent Director immediately following the 2025 annual meeting if reelected, reflecting board confidence in her governance leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Progressive Corporation | President & CEO | Jul 2016–present | Extensive risk management; technology/digital transformation; leadership across marketing and HR |
| The Progressive Corporation | Personal Lines COO | Apr 2015–Jun 2016 | Led operations across personal lines |
| The Progressive Corporation | President, Customer Operations | Apr 2014–Mar 2015 | Customer operations leadership |
| The Progressive Corporation | Chief Human Resources Officer | 2002–2008 | Human capital strategy |
| The Progressive Corporation | Claims leadership roles | 1988–2002 | Multiple managerial positions; foundational operational experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Progressive Corporation | Director | Ongoing | Concurrent CEO; ordinary-course business relationship with FedEx within independence thresholds |
| The Children’s Place, Inc. | Former Director | Prior service | Past public board experience |
Board Governance
- Independence: Determined independent under NYSE and FedEx’s heightened standards; all key committees (Audit & Finance, Compensation & HR, GSPP, Cyber & Tech) are fully independent .
- Committee assignments: Chair, Governance, Safety & Public Policy (GSPP); Member, Compensation & Human Resources (CHRC). Post-annual meeting committee slate retains her as GSPP Chair and CHRC member .
- Lead Independent Director: Expected to serve as LID immediately post-2025 annual meeting if reelected; LID responsibilities include presiding over executive sessions, agenda/schedule approval, liaison to independent directors, and stockholder communications when appropriate .
- Attendance/engagement: FY25 Board held 6 regular and 3 special meetings; average attendance 96%; each director attended at least 75% of applicable meetings. FY25 committee meetings: Audit & Finance (11), CHRC (5), Cyber & Tech (7), GSPP (6) .
Fixed Compensation
| Component | FY25 Detail | Amount/Units | Notes |
|---|---|---|---|
| Annual retainer | Elected 100% in shares | 542 shares ($140,000) | Shares priced at $258.115 on Sept 23, 2024; $480 cash in lieu of fractional shares |
| Committee chair fee (GSPP) | Program terms | $20,000 | Standard chair fees; LID fee is $30,000; Audit Chair $30k; CHRC Chair $25k; Cyber & Tech Chair $20k |
| FY25 fees (cash) | Cash portion received | $480 | Fractional share cash settlement |
| Director compensation program | Retainer baseline | $140,000 | Outside directors can elect cash, shares, or 50/50 mix |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| RSUs (annual) | Sept 23, 2024 | 755 RSUs | $194,877 | Fully vest ~1 year post-grant (or next annual meeting) | Accrued and reinvested into RSUs |
No director performance metrics (e.g., EPS/TSR hurdles) apply to non-employee director RSUs; awards are time-based with dividend equivalents, consistent with FedEx’s director compensation structure .
Other Directorships & Interlocks
| Company | Role | Relationship to FedEx | Independence Assessment |
|---|---|---|---|
| The Progressive Corporation | Director; CEO | Ordinary-course business relationship between FedEx and Progressive | Payments between entities did not exceed 1% (or $1 million) of either company’s consolidated revenue in any of last three fiscal years; Board affirmed independence |
Expertise & Qualifications
- Leadership across large-scale operations; CEO of Fortune 100 company .
- Risk management and HR expertise; previously CHRO and senior claims leadership .
- Technology/digital transformation experience in a data- and innovation-intensive industry .
- Marketing/retail-ecommerce fluency given Progressive’s brand and advertising emphasis .
Equity Ownership
| Beneficial Ownership Component | Amount | Notes |
|---|---|---|
| Common shares | 5,861 | Includes 1,000 shares in Susan P. Griffith Living Trust |
| RSUs | 767 | Includes 12 RSUs accrued as dividend equivalents |
| Options (exercisable within 60 days) | 19,615 | Director legacy option awards outstanding |
| Ownership as % of shares outstanding | <1% | Based on 235,948,121 shares outstanding as of Aug 4, 2025 |
| Director stock ownership guideline | 5× annual retainer | Must be met within 5 years; directors either compliant or within window as of Aug 4, 2025 |
| Hedging/pledging | Prohibited | Case-by-case pledge exceptions possible only with demonstrated capacity; insider trading pre-clearance required |
Governance Assessment
- Strengths:
- Independent director with deep operating, risk, HR, and digital expertise; chairs GSPP, a core governance body overseeing director nominations, independence, safety, sustainability, and succession planning .
- Elevation to Lead Independent Director enhances independent oversight and board processes (agenda control, executive sessions, stockholder engagement) amid a non-independent executive Chairman structure .
- Strong attendance and engaged committees; fully independent compensation framework with balanced cash/equity and ownership alignment via RSUs and 5× retainer guideline .
- Watch items / red flags:
- Ordinary-course transactions with Progressive (where she is CEO) present a potential perceived conflict; the board evaluated and determined immaterial with independence retained under formal thresholds—monitor for changes in scope/scale .
- Transition to executive Chairman reduces independence at the chair level, increasing reliance on LID and committee leadership to sustain robust oversight—her GSPP chair/LID roles are pivotal .
- Shareholder signals:
- Say-on-pay support at 90.6% in 2024 suggests constructive investor sentiment on compensation governance; continued transparency on director comp/ownership supports confidence .