FERGUSON ENTERPRISES INC (FERG)
Sector: Industrials
2026 Annual Meeting Analysis
FERGUSON ENTERPRISES INC · Meeting: April 30, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Appointed June 2024, well within the 24-month new-director exemption from the TSR trigger; brings relevant executive and supply chain expertise with no overboarding or attendance concerns.
Independent director with strong human capital expertise; no overboarding, attendance is satisfactory, and the TSR trigger does not apply given FERG's strong 3-year performance versus peers.
Appointed June 2024, within the 24-month new-director exemption; holds two outside public board seats which is within the policy limit for a non-executive director.
Executive director (CFO) with deep company and financial expertise; no overboarding, attendance satisfactory, and TSR trigger does not apply given strong 3-year relative performance.
Independent Board Chair with relevant distribution sector CEO experience; holds one outside public board seat, within policy limits, and the TSR trigger does not apply.
Independent director with strong digital and marketing expertise; holds three outside public board seats which is within the four-seat policy limit, attendance satisfactory, and no TSR trigger.
Audit committee financial expert with extensive CFO and distribution industry experience; one outside public board seat, no attendance issues, and no TSR trigger.
Independent director with relevant building products CEO experience; holds two outside public board seats within policy limits, attendance satisfactory, and no TSR trigger.
CEO and executive director with deep company knowledge; holds one outside public board seat within policy limits, attendance satisfactory, and FERG's 3-year TSR of +78% is in line with the peer median (+63%), so the TSR trigger does not apply.
Long-tenured independent director with relevant CEO and financial expertise; holds no outside public board seats, attendance satisfactory, and the TSR trigger does not apply given strong relative performance.
Audit committee chair and financial expert with strong CFO background; holds one outside public board seat, attendance satisfactory, and no TSR trigger applies.
All 11 director nominees pass the policy screens: FERG's 3-year total shareholder return of +78% exceeds the peer median of +63% by +15 percentage points, well below the 65-point underperformance threshold required to trigger a vote against under the strong-positive TSR band, so no TSR-based concerns arise; no overboarding, attendance, independence, or familial relationship issues were identified; and two directors appointed in June 2024 are within the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Kevin Murphy
Total Comp
$14,137,493
Prior Support
91%%
CEO Kevin Murphy received total compensation of approximately $14.1 million for the five-month transition period, which on an annualized basis is consistent with expectations for a CEO of a ~$45 billion industrial distributor and does not appear to exceed the +20% individual benchmark threshold. The pay structure is heavily performance-oriented — 90% of the CEO's target compensation is variable, consisting of performance stock awards tied to relative total shareholder return, adjusted earnings per share growth and return on capital employed, time-based stock awards and stock options, and a cash bonus tied to adjusted operating profit — all of which is well above the 50-60% variable pay minimum the policy requires. Shareholders gave 91% support at the prior say-on-pay vote, the company has a robust clawback policy in place, and FERG delivered strong financial results during the transition period with adjusted operating profit above target, supporting pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$9,500,000
Non-Audit Fees
$0
Deloitte charged $9.5 million in audit fees during the transition period with zero non-audit fees, giving a non-audit ratio of 0% — well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $45 billion company; auditor tenure is not disclosed in the filing so the tenure trigger cannot be applied, and no material restatements were identified.
Overall Assessment
The 2026 Ferguson Enterprises annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote covering a shortened five-month transition period — all of which pass the policy screens and receive a FOR vote. No stockholder proposals were submitted for this meeting, and Ferguson's strong stock price performance relative to its disclosed peer group, clean auditor fee profile, and performance-oriented executive compensation structure with high prior shareholder support collectively support a straightforward FOR ballot across all items.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing