Michael Ducker
About Michael L. Ducker
Retired President and CEO of FedEx Freight with deep global operations and logistics expertise; age 71; NVT director since 2018 and affirmed independent under NYSE standards. He chairs NVT’s Governance & Sustainability Committee and serves on the Compensation & Human Capital Committee, bringing risk assessment, international operations, and leadership experience from senior roles at FedEx Express (including EVP/COO and President International) and regional leadership across APAC, EMEA, and MEA.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (FedEx Corp segment) | President & CEO | 2015–2018 | Led complex global operations; expertise in leadership, risk assessment, operational issues |
| FedEx Express (FedEx Corp segment) | EVP & COO; President International | 2009–2015 | International expansion; risk and operational oversight across APAC/EMEA/MEA |
| FedEx Express | Regional leadership (Asia Pacific president; Southeast Asia, Middle East, Southern Europe) | Prior to 2009 | International operations management and logistics leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amway Corporation (private) | Director | Current (noted) | Private company directorship |
| U.S. Xpress Enterprises, Inc. | Director | Previously (past five years) | Former public company board service |
| International Flavors & Fragrances Inc. | Director | Previously (past five years) | Former public company board service |
Board Governance
- Committee assignments: Chair, Governance & Sustainability; Member, Compensation & Human Capital. All committee members are independent under SEC/NYSE rules.
- Independence: Board determined Ducker is independent; 8 of 9 nominees are independent overall.
- Attendance and engagement: Board held 5 meetings in 2024; committees met 8 (Audit), 4 (Comp), 4 (Governance). All directors attended at least 75% of meetings; average attendance was 100% and all directors attended the 2024 AGM. Non-management directors meet in executive session at every regular Board meeting.
- Lead Independent Director: Susan M. Cameron; robust responsibilities include executive sessions, agenda approval, liaison with CEO/independent directors, and shareholder engagement availability.
Fixed Compensation
| Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | Board retainer | $85,000 | Paid quarterly; no meeting fees |
| 2024 | Governance & Sustainability Chair retainer | $15,000 | Chair supplemental retainer |
| 2024 | Governance & Sustainability Committee membership retainer | $7,500 | Committee retainer |
| 2024 | Compensation & Human Capital Committee membership retainer | $7,500 | Committee retainer |
| 2024 | Total cash fees earned | $115,000 | Matches component sum |
| 2025 (approved) | Board retainer | $90,000 | Increase approved Dec 2024 (effective 2025) |
Performance Compensation
| Year | Equity Type | Grant Value (USD) | Units/Details | Vesting |
|---|---|---|---|---|
| 2024 | Annual RSU grant | $150,019 | Unvested RSUs at 12/31/2024: 1,875 | Generally vests 1 year after grant; dividend equivalents paid in cash on vest |
| 2025 (approved) | Annual RSU grant | $160,000 | Board increased grant level for 2025 | Time-based vesting |
| 2024 | Stock options | $0 | Company has not granted options to non-employee directors; Ducker has none | N/A |
No director performance metrics (e.g., TSR or financial targets) are tied to director equity; awards are time-based RSUs.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed (current private director at Amway) |
| Prior public company boards | U.S. Xpress Enterprises; International Flavors & Fragrances (past five years) |
| Interlocks/conflicts | Board independence affirmed; related person transactions policy in place; none in 2023 and none proposed currently. |
| Director capacity limits | Policy limits to ≤4 other public company boards; all directors in compliance. |
Expertise & Qualifications
- Senior executive leadership, global logistics operations, risk assessment, and international business (FedEx Freight CEO; FedEx Express EVP/COO and President International).
- Sustainability oversight experience from FedEx, including early sustainability committee involvement.
Equity Ownership
| Holder | Ordinary Shares | Right to Acquire within 60 days | Total | % of Class |
|---|---|---|---|---|
| Michael L. Ducker | 26,597 | 1,875 | 28,472 | — |
- Director stock ownership guidelines: 5x annual Board retainer; all directors met guidelines as of 12/31/2024 except Ms. Aaholm (on track). Ducker meets guideline.
- Insider trading and anti-hedging/pledging policy: Hedging and pledging are prohibited; exchange funds permitted for non-management directors, but not employees.
Governance Assessment
- Strengths: Independent status; chairing Governance & Sustainability with clear oversight of ESG, compliance, and board processes; full participation culture with 100% average meeting attendance; no related party transactions; director equity aligned via ownership guidelines and RSU structure.
- Compensation mix appropriateness: Balanced cash retainer plus time-based RSUs; year-over-year modest increases aligned with peer review by WTW.
- Shareholder signals: 2024 Say-on-Pay support ~97% (strong governance/comp alignment signal).
- Potential flags to monitor:
- Exchange fund carve-out for non-management directors could partially hedge economic exposure; confirm no use by Ducker.
- Multiple committee roles—appropriate today; continue monitoring time commitments if external roles expand (policy in place, currently compliant).
Appendix: Director Compensation Summary (2024)
| Name | Cash Fees (USD) | Stock Awards (USD) | Options (USD) | Other (USD) | Total (USD) |
|---|---|---|---|---|---|
| Michael L. Ducker | 115,000 | 150,019 | — | — | 265,019 |
Appendix: Board & Committee Activity (2024)
| Body | Meetings | Attendance |
|---|---|---|
| Board of Directors | 5 | Avg 100% attendance; all ≥75%; all directors attended 2024 AGM |
| Audit & Finance Committee | 8 | Executive sessions without management; all members independent |
| Compensation & Human Capital Committee | 4 | All members independent; Ducker member; WTW engaged as independent consultant |
| Governance & Sustainability Committee | 4 | Ducker chair; oversees ESG, governance principles, code of ethics, and board assessments |
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