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8-K/A2026-05-08· grok-4-1-fast-non-reasoning

FDX · FedEx Corporation

0001104659-26-058006

SEC filing

Summary

FedEx Corporation entered into a separation agreement with Executive VP and CFO John W. Dietrich, who steps down from his role effective June 1, 2026, with employment ending July 31, 2026, receiving a $2.2 million cash payment.

Key takeaways

Full analysis

The departure of John W. Dietrich as Executive Vice President and Chief Financial Officer represents a significant leadership transition at FedEx Corporation, with his officer role ending June 1, 2026, and employment through July 31, 2026. The separation agreement, executed May 7, 2026, and attached as Exhibit 10.1, provides structured severance including a substantial $2,209,276 lump-sum cash payment equivalent to one year's base salary plus target bonus, payable post-separation. This is conditioned on compliance with restrictive covenants such as confidentiality, non-compete for two years, and mutual non-disparagement, with clawback rights for breaches. Dietrich retains eligibility for prorated payouts under the fiscal 2026 annual incentive plan and select long-term incentive plans based on his service period, alongside ongoing base salary during transition duties. Under the 2019 Omnibus Stock Incentive Plan, his age-qualified retirement status enables exercise of vested options and vesting of restricted stock, though performance stock units are forfeited. Additional perks include company-paid third-party transition services and reimbursement for 2026 tax preparation, aligning with officer policies. The arrangement complies with FedEx's severance benefit limitations policy, ensuring a orderly handover while securing executive commitments.