John W. Dietrich
FIRST HORIZONAbout John W. Dietrich
John W. Dietrich (age 60) is Executive Vice President and Chief Financial Officer of FedEx Corporation, responsible for all global finance functions and serving on FedEx’s six-person Executive Committee. He joined First Horizon Corporation’s board as an independent director on January 22, 2024 and serves on the Compensation Committee and the Nominating & Corporate Governance Committee, bringing public-company CFO/CEO experience, risk oversight, and capital markets expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlas Air Worldwide Holdings, Inc. | President & CEO; Director | 2019–2023 | Led strategy and operations until sale to investor group |
| Atlas Air Worldwide Holdings, Inc. | Chief Operating Officer | 2006–2019 | Enterprise operations leadership |
| Atlas Air Worldwide Holdings, Inc. | SVP, General Counsel & Corporate Secretary | 2004–2006 | Legal, governance, corporate secretary oversight |
| Atlas Air Worldwide Holdings, Inc. | Associate General Counsel | 1999–2004 | Corporate legal roles |
| United Airlines | Various roles | 13 years (dates not disclosed) | Airline operating and corporate functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | EVP & CFO; Executive Committee member | Current (date not disclosed) | Oversees financial planning, treasury, tax, accounting, internal audit, IR, corp dev |
| AAR Corporation | Director | 2023–present | Public company board service |
| Atlas Air Worldwide Holdings, Inc. | Director | 2019–2023 | Public company board service |
Board Governance
- Committee assignments: Compensation Committee; Nominating & Corporate Governance Committee; not a committee chair .
- Independence: Board determined Dietrich is independent under NYSE standards; all key committees are 100% independent .
- Attendance and engagement: Board and committee average attendance exceeded 96% in 2024; no incumbent director under 75% attendance; Board held executive sessions at each regular meeting, presided by the Lead Director .
- Board leadership/risk oversight: Combined CEO/Chair with strong independent Lead Director; risk oversight primarily via Risk Committee with quarterly CRO reports; Audit and Compensation charters delineate risk/compliance oversight .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $102,500 | Includes base and committee retainers earned in 2024 |
| Stock Awards – RSUs (grant-date fair value, 2024) | $170,470 | Annual director RSU grant; time-based vesting |
| Total (2024) | $272,970 | No options or non-equity incentives for directors |
Director compensation structure (2024–2025 cycle):
- Base cash retainer: $90,000; base RSU retainer: $140,000; additional cash retainers: Lead Director $50,000; Audit Chair $40,000; other committee chair $35,000; non-chair service—Audit/Exec/Risk $15,000; non-chair service—Comp/NCG/IT $10,000 .
Performance Compensation
| Component | Design | Metrics |
|---|---|---|
| Director equity | Time-based RSUs; annual grants vest the following April | No performance metrics (no PSUs/options for directors disclosed) |
Directors do not receive annual cash incentives; non-employee director equity is time-based RSUs only .
Other Directorships & Interlocks
- Current public board: AAR Corporation (since 2023) .
- Prior public board: Atlas Air Worldwide Holdings, Inc. (2019–2023) .
- Compensation Committee interlocks: None existed in 2024 for Dietrich or other members .
Expertise & Qualifications
- Public-company CFO/CEO experience across finance, accounting, treasury, tax, internal audit, investor relations, corporate development; deep risk management and compliance background; information technology/cybersecurity exposure via executive responsibilities; capital markets and M&A expertise; extensive governance experience from public boards .
Equity Ownership
| Category | Shares/Units | Value | Notes |
|---|---|---|---|
| Beneficial ownership (common) | 11,598 | — | Less than 1% of shares outstanding; no options |
| Unvested RSUs (year-end 2024) | 11,598 | $233,584 (at $20.14/sh) | Vest on April 22, 2025 |
| Options (exercisable/unexercisable) | — | — | No director options outstanding |
Policies affecting alignment:
- Anti-hedging policy applies to directors; hedging prohibited absent CEO/GC approval (none granted to date) .
- Director stock ownership guidelines disclosed (details not specified in proxy summary) .
Governance Assessment
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Strengths:
- Independence, attendance and active committee service (Compensation; Nominating & Corporate Governance) support board effectiveness and pay governance rigor .
- CFO/CEO background adds capital allocation, risk, audit and investor perspective; complements FHN’s safety, profitability, growth priorities .
- Director compensation mix skews toward equity via RSUs, supporting shareholder alignment; cash/RSU structure benchmarked to peers and refreshed in 2024 .
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Potential conflicts and mitigants:
- Ordinary-course banking relationships (loans/credit facilities) with directors including Dietrich; reviewed under categorical standards and compliant with Reg O, Sections 23A/23B; not on non-accrual .
- Payments to entities affiliated with directors in ordinary course (shipping and print services for Dietrich); Board assessed terms as comparable to non-affiliates; overseen under related-party procedures by Audit Committee .
- Time commitments: Corporate Governance Guidelines cap public boards at four; Dietrich serves on two (FHN, AAR) while holding an executive role at FedEx; Board monitors new roles to avoid overboarding risks .
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Director pay and ownership:
- 2024 compensation totaled $272,970 with RSUs valued at grant; unvested RSUs of 11,598 units vest April 22, 2025; no options or performance-based director pay—alignment is via time-based equity and ownership policies .
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Board processes:
- Annual board/committee and individual director evaluations with periodic third-party assessments (latest in 2024); strong executive session cadence; 100% independence on key committees .
RED FLAGS (monitor, currently mitigated by policy/oversight):
- Related-party exposure via ordinary-course services (shipping/print) tied to Dietrich affiliation; ensure continued Audit Committee review and disclosure compliance .
- Director banking products/credit: maintain compliance with Reg O and categorical standards; monitor for changes in terms or risk status .
Overall signal: Dietrich’s finance and risk credentials strengthen compensation/governance oversight; ordinary-course relationships are transparent and governed by robust related-party procedures, supporting investor confidence .