Compensation Committee Charter 

 

Purpose 

The purpose of the Compensation Committee is to: 

   

 Discharge the Board of Directors' responsibilities relating to compensation of the Company's executive management; 

   

 Oversee the administration of the Company's equity compensation plans and employee benefit and fringe-benefit plans and programs; and 

   

 Produce an annual report on executive compensation to be included in the Company's proxy statement. 

 

 

Membership and Subcommittees

 

The Compensation Committee shall consist of such number of members of the Board of Directors as shall be appointed by the Board from time to time, but in no event shall the Committee consist of fewer than three members. The Board of Directors shall designate the Chairperson of the Committee. The Board of Directors may change the membership of the Committee at any time.

 

Each member of the Committee shall meet the applicable independence requirements of the New York Stock Exchange.

 

Unless otherwise prohibited by the Company's Certificate of Incorporation or Bylaws, the Compensation Committee may form and delegate authority to any subcommittee as it deems appropriate or advisable. 

 

Functions, Powers and Responsibilities 

The Compensation Committee shall: 

 

Compensation of the Chairman of the Board, President and Chief Executive Officer 

 

1.   Review and approve Company goals and objectives relevant to the compensation of the Chairman of the Board, President and Chief Executive Officer, evaluate the performance of the Chairman of the Board, President and Chief Executive Officer in light of these goals and objectives, and recommend to the Board of Directors for approval by its independent members the Chairman of the Board, President and Chief Executive Officer's compensation level based on this evaluation. 

 

Compensation of Executive Management 

 

2.   Review and approve the compensation levels and programs and the terms and conditions of employment for executive management. 

 

Compensation of Directors 

 

3.   Review and make recommendations to the Board of Directors with respect to the compensation of Board members. 

 

Compensation and Benefit Programs 

 

4.   Review and approve the compensation policies and programs, including the annual incentive compensation plan, for FedEx Corporation employees. 

5.   Review and make recommendations to the Board of Directors with respect to all long-term incentive compensation and equity-based plans. 

6.   Oversee the administration of all stock incentive plans, restricted stock plans and other equity compensation plans, including the granting of awards under such plans. 

7.   Oversee the administration of all employee benefit and fringe-benefit plans and programs. 

 

Compensation Consultants 

 

8.   Have the sole authority to retain and terminate any compensation consultant used to assist in the evaluation of director or executive compensation and to approve such consultant's fees and other retention terms. 

 

Other 

 

9.   Produce an annual report on executive compensation to be included in the Company's proxy statement. 

10.   Annually review the Committee's own performance, and report the results of such review to the Board of Directors. 

11.   Annually review and reassess the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval. 

12.   Report regularly to the Board of Directors on matters within the scope of the Committee, as well as any special issues that merit the attention of the Board. 

13.   Perform such other duties required by law or otherwise as are necessary or appropriate to further the Committee's purposes, or as the Board of Directors may from time to time assign to it. 

Amended January 12, 2004