FERGUSON ENTERPRISES INC. /DE/, DEF 14A filed on 3/16/2026
Proxy Statement (definitive)
v3.26.1
Cover
5 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Ferguson Enterprises Inc.
Entity Central Index Key 0002011641
v3.26.1
Pay vs Performance Disclosure
number in Millions
5 Months Ended 12 Months Ended
Dec. 31, 2025
USD ($)
Jul. 31, 2025
USD ($)
Jul. 31, 2024
USD ($)
Jul. 31, 2023
USD ($)
Jul. 31, 2022
USD ($)
Jul. 31, 2021
USD ($)
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table
The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our NEOs for the fiscal years ended July 31, 2021, July 31, 2022, July 31, 2023, July 31, 2024, July 31, 2025 and the five-month transition period (August 1, 2025 to December 31, 2025).
Fiscal
Year
Summary
Compensation
Table Total
for PEO
($)(1)
Compensation
Actually Paid
to PEO
($)(2)(3)
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)(4)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)(2)(4)(5)
Value of Initial Fixed $100
Investment(7) Based On:
Net Income
($ in millions)
Adjusted
Operating Profit
($ in millions)(7)
Ferguson
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
($)(6)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
TP7,660,469 10,681,819 1,894,187 2,516,640 278.15 236.56 786 1,153 
202514,137,493 13,799,634 3,145,875 3,243,190 278.00 230.01 1,856 2,842 
20249,052,716 14,568,013 2,862,832 3,256,059 272.31 190.61 1,735 2,824 
20235,440,771 8,744,806 2,265,568 2,894,814 194.42 161.85 1,889 2,917 
20224,865,698 5,377,614 2,212,036 2,503,838 146.64 137.61 2,122 2,951 
20215,048,917 12,573,301 1,171,378 345,655 160.17 146.43 1,472 2,092 
         
Company Selected Measure Name adjusted operating profit          
Named Executive Officers, Footnote The principal executive officer (“PEO”) is Kevin Murphy, who has remained the Chief Executive Officer for the duration of the disclosure period. The non-PEO NEOs represent the following individuals for each of the years shown.
TP: Bill Brundage, Chief Financial Officer; Bo Camposano, Senior Vice President—Waterworks; Jake Schlicher, Chief Strategy Officer; and Bill Thees, Chief Operating Officer.
2025: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer & Corporate Secretary; Andy Paisley, Chief Digital & Information Officer; Bill Thees, Chief Operating Officer; and Garland Williams, Former Senior Vice President - Blended.
2024: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer; Sammie Long, former Chief Human Resources Officer of Ferguson plc; Bill Thees, Chief Operating Officer.
2023: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer; Sammie Long, former Chief Human Resources Officer of Ferguson plc; Bill Thees, Chief Operating Officer.
2022: Bill Brundage, Chief Financial Officer.
2021: Bill Brundage, Chief Financial Officer; Mike Powell, former Group Chief Financial Officer of Ferguson plc.
         
Peer Group Issuers, Footnote The selected peer group is the S&P 500 Industrials Index. The comparison of total shareholder returns assumes that $100 was invested on July 31, 2021 in Company shares and the S&P 500 Index and that dividends were reinvested on the day prior to ex-dividend date.          
PEO Total Compensation Amount $ 7,660,469 $ 14,137,493 $ 9,052,716 $ 5,440,771 $ 4,865,698 $ 5,048,917
PEO Actually Paid Compensation Amount $ 10,681,819 13,799,634 14,568,013 8,744,806 5,377,614 12,573,301
Adjustment To PEO Compensation, Footnote To calculate the Compensation Actually Paid (“CAP”) for the PEO, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining CAP for each year shown:
Adjustments to SCT
Fiscal
Year
SCT Total
for PEO
($)
Less,
Grant Date
Fair Value
of Awards
Reported in
FY SCT
($)
Plus, Year-End
Fair Value of
Awards granted
in FY that are
outstanding
and unvested as
of end of FY
($)
Plus, Vesting
Date Fair
Value of
Awards that
are granted
and vested in
the same FY
($)
Plus, Change
in Fair Value
of Prior
Year Awards
outstanding
and unvested
as of end of FY
($)
Plus,
Change in
Fair Value
of Prior
Year Awards
that vested
in FY
($)
Less, Prior
Year Awards
that fail to
meet vesting
conditions
during FY
($)
Plus,
Dividends
or other
earnings paid
on all awards
in FY prior
to vesting date
($)
CAP for PEO
($)
TP7,660,469 5,009,826 5,209,833 — 2,431,372 389,971 — — 10,681,819 
202514,137,493 9,735,826 11,296,469 — (1,224,315)(674,187)— — 13,799,634 
20249,052,716 5,121,132 7,121,232 — 3,414,384 100,814 — — 14,568,013 
20235,440,771 2,520,730 3,947,882 — 2,331,881 (454,998)— — 8,744,806 
20224,865,698 2,047,019 3,494,039 — (1,138,890)203,786 — — 5,377,614 
20215,048,917 1,986,339 5,307,895 — 3,867,497 335,331 — — 12,573,301 
*    The "Less, Grant Date Fair Value of Awards Reported in FY SCT" for fiscal 2025 has been restated from the amount previously reported. The originally disclosed figure of $7,808,186 did not include the fair value of stock option awards. As such, the Compensation Actually Paid for PEO for fiscal 2025 has been restated from the amount previously reported, $15,727,274, to $13,799,634.
         
Non-PEO NEO Average Total Compensation Amount $ 1,894,187 3,145,875 2,862,832 2,265,568 2,212,036 1,171,378
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,516,640 3,243,190 3,256,059 2,894,814 2,503,838 345,655
Adjustment to Non-PEO NEO Compensation Footnote To calculate the CAP for the non-PEO NEOs, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining CAP for each year shown:
Adjustments to SCT
YearSCT Total for Non-PEO NEOs
($)
Less,
Grant Date
Fair Value
of Awards
Reported in
FY SCT
($)
Plus, Year-End Fair Value of
Awards granted in FY that are
outstanding
and unvested as of end of FY
($)
Plus, Vesting
Date Fair
Value of
Awards that
are granted
and vested
in the same FY
($)
Plus, Change
in Fair Value
of Prior
Year Awards
outstanding
and unvested
as of end of FY
($)
Plus,
Change in
Fair Value
of Prior
Year Awards
that vested
in FY
($)
Less, Prior
Year Awards
that fail to
meet vesting
conditions
during FY
($)
Plus,
Dividends
or other
earnings paid
on all awards
in FY prior
to vesting date
($)
CAP for
Non-PEO NEOs
($)
TP1,894,187 943,354 981,122 — 562,736 21,949 — — 2,516,640 
20253,145,875 1,546,033 1,561,211 37,346 292,493 (85,123)162,579 — 3,243,190 
20242,862,832 1,346,175 1,261,209 28,444 480,865 32,584 63,700 — 3,256,059 
20232,265,568 908,195 998,610 — 778,288 (239,457)— — 2,894,814 
20222,212,036 816,013 1,392,846 — (356,654)71,623 — — 2,503,838 
20211,171,378 363,394 1,003,318 — 574,938 180,745 2,221,330 — 345,655 
         
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs Total Shareholder Return
5202
02_PRO013732_Tickers_dark blue.jpg
Compensation Actually Paid to CEO
02_PRO013732_Tickers_blue-box.jpg
Average Compensation Actually Paid to Non-CEO NEOs
02_PRO013732_Iegend__50% cool gray.jpg 
FERG
02_PRO013732_Iegend__cool gray.jpg
SP 500 Industrials Index
         
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs Net Income
5307
02_PRO013732_Tickers_dark blue.jpg
Compensation Actually Paid to CEO
02_PRO013732_Tickers_blue-box.jpg
Average Compensation Actually Paid to Non-CEO NEOs
02_PRO013732_Iegend__50% cool gray.jpg 
Net Income
         
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs Adjusted Operating Profit
5262
02_PRO013732_Tickers_dark blue.jpg
Compensation Actually Paid to CEO
02_PRO013732_Tickers_blue-box.jpg
Average Compensation Actually Paid to Non-CEO NEOs
02_PRO013732_Iegend__50% cool gray.jpg 
Adjusted Operating Profit
         
Total Shareholder Return Vs Peer Group
Compensation Actually Paid vs Total Shareholder Return
5202
02_PRO013732_Tickers_dark blue.jpg
Compensation Actually Paid to CEO
02_PRO013732_Tickers_blue-box.jpg
Average Compensation Actually Paid to Non-CEO NEOs
02_PRO013732_Iegend__50% cool gray.jpg 
FERG
02_PRO013732_Iegend__cool gray.jpg
SP 500 Industrials Index
         
Tabular List, Table
Most Important Performance Measures for PEO and Non-PEO NEOs(1)
Adjusted Operating Profit(2)
Adjusted Earnings per Share ("EPS") - Diluted(3)
Return on Capital Employed ("ROCE")(4)
         
Total Shareholder Return Amount $ 278.15 278.00 272.31 194.42 146.64 160.17
Peer Group Total Shareholder Return Amount 236.56 230.01 190.61 161.85 137.61 146.43
Net Income (Loss) $ 786,000,000 $ 1,856,000,000 $ 1,735,000,000 $ 1,889,000,000 $ 2,122,000,000 $ 1,472,000,000
Company Selected Measure Amount 1,153 2,842 2,824 2,917 2,951 2,092
PEO Name Kevin Murphy          
Additional 402(v) Disclosure In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. This valuation assumption used to calculate such fair values did not materially differ from those disclosed at the time of grant. We do not have pensions in the U.S.; therefore, an adjustment to the Transition Period Summary Compensation Table (“SCT”) totals related to pension value for any of the years reflected in this table is not needed. The most important performance measures include our company selected measure and the two financial metrics used for long-term incentive awards with performance-based vesting, as described in the section titled "—Elements of our Compensation Program—Long-Term Equity-Based Incentive Program". Each of these measures is a critical operational metric reported to shareholders. See footnote (7) above for the definition of adjusted operating profit. Adjusted EPS - diluted is defined as adjusted net income divided by the weighted average diluted shares outstanding. Adjusted net income is defined as income from continuing operations before amortization of acquired intangible assets (net of tax), discrete tax items and other items that are non-recurring (net of tax). See the section titled “Non-GAAP Reconciliations and Supplementary Information” for more information. ROCE is defined as adjusted earnings before interest and taxes (“Adjusted EBIT”) divided by average capital employed. Adjusted EBIT is defined as operating profit excluding certain non-recurring items (non-GAAP adjustments) and including the impact of acquisition related intangible amortization. Average capital employed is defined as the sum of average net debt and average shareholders’ equity and excludes discontinued operations.          
Measure:: 1            
Pay vs Performance Disclosure            
Name Adjusted Operating Profit(2)          
Non-GAAP Measure Description Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for the transition period to our Company’s performance, is adjusted operating profit, a non-GAAP measure. Adjusted operating profit is defined as operating profit before acquisition related intangible amortization and certain other non-GAAP adjustments, as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information.”          
Measure:: 2            
Pay vs Performance Disclosure            
Name Adjusted Earnings per Share ("EPS") - Diluted(3)          
Measure:: 3            
Pay vs Performance Disclosure            
Name Return on Capital Employed ("ROCE")(4)          
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (5,009,826) $ (9,735,826) $ (5,121,132) $ (2,520,730) $ (2,047,019) $ (1,986,339)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 5,209,833 11,296,469 7,121,232 3,947,882 3,494,039 5,307,895
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 2,431,372 (1,224,315) 3,414,384 2,331,881 (1,138,890) 3,867,497
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 389,971 (674,187) 100,814 (454,998) 203,786 335,331
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (943,354) (1,546,033) (1,346,175) (908,195) (816,013) (363,394)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 981,122 1,561,211 1,261,209 998,610 1,392,846 1,003,318
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 562,736 292,493 480,865 778,288 (356,654) 574,938
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 37,346 28,444 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 21,949 (85,123) 32,584 (239,457) 71,623 180,745
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 (162,579) (63,700) 0 0 (2,221,330)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
v3.26.1
Award Timing Disclosure
5 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
As part of its continued monitoring of and response to trends and developments with respect to equity award grant practices, the Company maintains Equity Grant Guidelines (“EGGs”). The EGGs describe the Company’s delegated authority to grant equity awards, codify pre-existing equity award practices and establish standardized schedules for granting equity awards. Under the EGGs, annual equity awards, including the Company’s annual stock option, RSU and PSU awards, will have a grant date during the open trading window period within the first fiscal quarter of each fiscal year, and any interim equity grants, such as grants made to new hires, promoted associates, and, in some circumstances, for retention purposes, will generally be granted during an open trading window period occurring in the second and third quarters of each fiscal year. The Company’s objective in adopting the EGGs was to establish standard, predetermined practices to avoid any actual or perceived market timing of equity awards and to ensure the Company maintains appropriate policies and practices with respect to equity award grants.
During the transition period, the Compensation Committee did not consider material non-public information when determining the timing or terms of equity awards, and the Company did not time the disclosure of material non-public information for the purpose of affecting the value of any executive compensation awarded during the year. The Compensation Committee did not grant stock options to any NEO in the transition period during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that discloses material non-public information.
Award Timing Method
During the transition period, the Compensation Committee did not consider material non-public information when determining the timing or terms of equity awards, and the Company did not time the disclosure of material non-public information for the purpose of affecting the value of any executive compensation awarded during the year. The Compensation Committee did not grant stock options to any NEO in the transition period during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that discloses material non-public information.
Award Timing MNPI Considered false
Award Timing, How MNPI Considered During the transition period, the Compensation Committee did not consider material non-public information when determining the timing or terms of equity awards, and the Company did not time the disclosure of material non-public information for the purpose of affecting the value of any executive compensation awarded during the year.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
5 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true