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FedEx top salaries draw fire
Smith, others paid much better than industry peers, shareholders are told
By Jane Roberts
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September 12, 2006
A shareholder advisory service Monday recommended its clients withhold votes to re-elect members of the FedEx Corp. compensation committee based on executive pay it says far exceeds industry peers. According to research by Proxy Governance Inc., FedEx founder, chairman and CEO Frederick W. Smith's average pay for the last three years, including stock options, was 150 percent higher than the median executive pay from 20 companies with similar market capitalization.
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With salary, bonuses, stock options and other compensation, Smith has earned an average of $17 million a year for the last three years, according to Proxy, a shareholder research group based in Virginia. "As we state in our proxy statement, we believe that the compensation structure for our executive officers promotes the best interests of FedEx and its stockholders," said FedEx spokesman Howard Clabo. "Our philosophy is that there should be a strong relationship between pay and corporate performance. Our fiscal 2006 executive compensation reflects our strong corporate performance."
This is the first time Proxy, a two-year-old shareholder review company, has issued a negative recommendation to FedEx shareholders, according to Shirley Westcott, managing director.
"Last year, the earnings figures were closer to the peers. And this year, company performance has not changed that much, and that was a concern.'
"Performance did not really improve, yet Smith's pay this year is much higher than the peer median."
Proxy compared total FedEx shareholder return over five years to the S&P 500 and 12 peer companies in the transportation sector.
While FedEx outperformed the S&P, it lags in the peer group. Quarterly shareholder returns are down an average of 8 percent a year for five years.
"In this case, we are seeing slippage relative to peers. That is important because you can have a company with a score relative to peers that might be lower, but showing an upward trend," Westcott said.
Executives named in FedEx's proxy statement showed average pay packages 75 percent higher than the industry comparisons, according to Proxy, which looks at executive pay over three-year periods and compares it to industry peers.
FedEx says the base salaries for its executives, including Smith, are targeted to the 50th percentile of two comparison surveys of companies with sales exceeding $10 billion.
With bonuses, Smith's pay is 75 percent of what chief executives in the comparison studies make, according to the FedEx proxy.
FedEx does not name the companies in its comparison surveys.
"Proxy Governance used a different metric in the comparison and that is part of the criticism. It depends on who you compare yourself against," said Charles Elson, from the Weinberg Center for Corporate Governance at the University of Delaware. "The concern is that compensation consultant working for the board and the company may feel pressure to be generous to the company in the way it crafts its comparable company list.
"This is no reflection on FedEx because companies now are not required to disclose who the consultant is."
Other shareholder rating services, including Institutional Shareholders Services and Glass Lewis have not yet released FedEx recommendations.
Smith and several other key executives received two pay raises for fiscal year 2006, a rare occurrence, company officials say, to bring their pay up to par with similarly sized companies.
Smith received a 2 percent raise June 1. Effective July 16, he received another 3.5 percent raise, bringing his base salary for the 2007 business year to $1,399,848.
Proxy is a subsidiary of FOLIOfn, an online brokerage firm.
The FedEx annual meeting is at 10 a.m. Sept. 25 at the Hilton Memphis.
--Jane Roberts: 529-2512