Sector: Industrials
FERGUSON ENTERPRISES INC · Meeting: April 30, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Appointed June 2024, well within the 24-month new-director exemption from the TSR trigger; brings relevant executive and operational experience with no overboarding or attendance concerns.
No overboarding (zero other public boards), strong human resources expertise relevant to the company, and the TSR trigger does not apply — FERG's 3-year return of +74.9% outperforms the peer group median of +58.4% by +16.5pp, well below the 65pp threshold required to trigger a vote against.
Appointed June 2024, within the 24-month new-director exemption; holds two other public board seats (Eagle Materials, Weyerhaeuser) which is within the four-board limit for non-executive directors, and brings deep homebuilding industry expertise highly relevant to Ferguson's construction end-markets.
Executive director (CFO) with no other public board seats; TSR trigger does not apply as FERG outperforms the peer median by +16.5pp over three years, far short of the 65pp threshold; extensive company-specific financial expertise supports his continued board service.
Independent Board Chair with one other public board seat (Travis Perkins plc), within policy limits; TSR trigger does not apply given FERG's strong positive 3-year return and outperformance versus peer median; extensive distribution and manufacturing CEO experience is directly relevant.
Holds three other public board seats (Driven Brands, JELD-WEN, Ulta Beauty), which is within the four-board maximum for non-executive directors; TSR trigger does not apply; digital and e-commerce expertise is valuable to Ferguson's growth strategy.
One other public board seat (Convatec), well within policy limits; audit committee financial expert with deep distribution-sector CFO experience directly aligned with Ferguson's business; TSR trigger does not apply.
Two other public board seats (Gibraltar Industries, LKQ Corporation), within policy limits; extensive building products CEO experience is highly relevant; TSR trigger does not apply given FERG's strong relative performance.
Executive director (President & CEO) with one outside public board seat (Pool Corporation), within the two-board limit for sitting CEOs; TSR trigger does not apply — FERG's 3-year return of +74.9% outperforms peer median by +16.5pp, well below the 65pp threshold; long tenure with strong operational track record.
No current other public board seats; longest-tenured director (since January 2013) with deep company knowledge and qualified accountant background; TSR trigger does not apply as FERG meaningfully outperforms the peer group median over the relevant three-year period.
One other public board seat (RELX PLC), within policy limits; audit committee chair and audit committee financial expert with CFO background at Vulcan Materials and Ashtead Group; TSR trigger does not apply.
All 11 director nominees receive a FOR vote. Ferguson's 3-year total shareholder return of +74.9% outperforms the disclosed compensation peer group median of +58.4% by +16.5 percentage points — well below the 65pp underperformance threshold required to trigger a vote against any director given the company's strong positive absolute return. No director exceeds the overboarding limits (four boards for non-executives, two outside boards for sitting CEOs), all committees are fully independent, all directors met the 75% meeting attendance threshold, and the board discloses a clear skills matrix. Two directors (Agrawal, Beckwitt) joined within the past 24 months and are exempt from the TSR trigger regardless.
CEO
Kevin Murphy
Total Comp
$14,137,493
Prior Support
91%%
CEO Kevin Murphy received total compensation of approximately $14.1 million for a five-month period (which annualizes to roughly $34 million), which reflects a pro-rated transition period rather than a full year and is consistent with his disclosed annualized target total direct compensation structure. The pay mix is strongly performance-oriented — 90% of the CEO's compensation is variable and contingent on company performance, well above the 50-60% policy minimum. The short-term bonus was earned based on adjusted operating profit that came in above target at 156% payout, consistent with the company's reported strong financial results (net sales up 4.5%, operating profit up $183 million versus the prior comparable period), and the long-term incentive program uses rigorous multi-year metrics including relative total shareholder return, adjusted earnings-per-share growth, and return on capital employed. Prior year say-on-pay support was 91%, the company has a robust clawback policy, and Ferguson's 3-year stock return of +74.9% outperforms the peer median, confirming that incentive pay is aligned with shareholder outcomes.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$9,500,000
Non-Audit Fees
$0
Deloitte charged $9.5 million in audit fees for the transition period with zero non-audit fees (the $25,000 technical guidance library subscription is de minimis and rounds to zero), giving a non-audit fee ratio of effectively 0% — far below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm fully appropriate for a $44.5 billion company, and no material financial restatements are disclosed. Auditor tenure is not explicitly stated in the proxy so the tenure trigger cannot fire per policy, and no other concerns arise.
Ferguson's 2026 annual meeting presents a clean ballot with no contested items. All 11 director nominees earn a FOR vote on the strength of strong relative stock performance (FERG's 3-year return outperforms the peer group median), no overboarding violations, full committee independence, and adequate attendance; the auditor ratification is straightforward with zero non-audit fees; and the say-on-pay proposal merits support given a heavily performance-weighted pay structure, above-target financial results during the transition period, and 91% shareholder approval of last year's compensation program. No stockholder proposals appear on this year's ballot.
18 companies disclosed in 2026 proxy filing
