Rajesh Subramaniam

About Rajesh Subramaniam

Rajesh Subramaniam is President and Chief Executive Officer of FedEx Corporation (since June 2022) and serves as an independent non-employee Director at Procter & Gamble. He brings deep global operations, strategy, marketing, and digital transformation expertise, with master’s degrees in chemical engineering and business administration. At P&G, he serves on the Governance & Public Responsibility (G&PR) and Innovation & Technology (I&T) Committees and is determined independent under NYSE and P&G’s Independence Guidelines. The Board’s policy limiting active public company CEOs to one additional outside public board aligns with his current roles.

Past Roles

External Roles

Board Governance

• Committee assignments (FY 2024–25): Governance & Public Responsibility and Innovation & Technology; neither chair role. G&PR met 6 times; I&T met 2 times.
• Independence: Board determined all nominees except PG’s Chair/CEO and COO are independent; Subramaniam is independent.
• Attendance and engagement: Incumbent Directors attended ~98% of combined Board/Committee meetings; none attended fewer than 75%; all Directors attended the Oct 8, 2024 annual meeting.
• Governance policies:
  • Insider trading policy prohibits hedging, pledging, short sales, collars, and similar derivatives by Directors.
  • Director stock ownership guideline: 6x annual cash retainer; all non-employee Directors meet or are on track within five years.
  • Active CEO outside board limit: CEOs may sit on no more than one additional outside public board; policy compliance reviewed annually.

Fixed Compensation

Program structure highlights: Directors can elect to receive fees (other than the annual RSU grant) as cash, RSUs, or unrestricted stock. Additional annual retainers exist only for Lead Director and Committee Chairs.

Performance Compensation

Performance metrics: None for non-employee Director equity (time-based RSUs only). All equity awards are subject to P&G’s clawback/recoupment policies under the 2025 Stock & Incentive Compensation Plan.

Other Directorships & Interlocks

Related party transactions: “Other than as noted” (an internal management spousal employment matter unrelated to Directors), no transactions exceeding $120,000 involving any Director, Director nominee, or their immediate family members were reported or proposed.

Expertise & Qualifications

• Global operations and strategy leadership as CEO of FedEx; recognized digital/technology/innovation credentials (network optimization, e-commerce, supply chain digitization).
• Marketing and communications leadership; sustainability focus integrated into operations.
• International experience across Canada and Asia Pacific; exposure to U.S.-India and U.S.-China trade forums.

Equity Ownership

• Director ownership guideline: 6x annual cash retainer; all non-employee Directors meet or are on track within five years.
• Hedging/pledging: Prohibited by P&G policy for Directors.

Governance Assessment

• Signals supporting investor confidence:

  • Independence, active committee service (G&PR and I&T), and strong board-level attendance culture (~98% average; none <75%).
  • Director pay structure emphasizes equity alignment via annual RSUs and robust stock ownership guidelines (6x retainer) with clawback coverage.
  • Shareholder support: At the Oct 8, 2024 annual meeting, Subramaniam received 1,675,792,625 votes FOR vs. 23,762,353 AGAINST (elected). Company say-on-pay approval received 1,534,591,770 FOR vs. 158,298,304 AGAINST; proxy also cites 90.65% support the prior year.

• Potential conflicts and mitigants:

  • As an active public company CEO (FedEx), time-commitment risk is mitigated by P&G’s policy limiting active CEOs to one outside public board—consistent with his current service.
  • Related-party exposure: No Director-related transactions exceeding $120,000 disclosed; formal Related Person Transaction Policy with Audit Committee oversight is in force.

• Committee effectiveness:

  • G&PR oversees governance, public responsibility, and sustainability; I&T oversees product/technology innovation and emerging tech risks—areas aligned with Subramaniam’s operating and digital transformation background.

Director Compensation (Individual FY 2024–25)

Shareholder Voting (Annual Meeting – Oct 8, 2024)

RED FLAGS: None disclosed related to attendance, related-party transactions, or pay anomalies. Monitor time commitments as an active CEO (policy mitigant in place) and any future supplier/customer transactions for potential interlocks; P&G’s policy and Audit Committee oversight apply.