DEF 14A of Ferguson Enterprises Inc. /DE/, Oct 15, 2024

DEF 14A of Ferguson Enterprises Inc. /DE/

Filed Oct 15, 2024 · FY20240001193125-24-237140

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees Our Director nominees possess a range of diverse backgrounds, skills, knowledge and experience that we believe are integral to an effective and well-functioning board. For more information about our Director nominees, please see our Director skills and experience matrix on page 17. Detailed information about each Director nominee’s qualifications, experience and expertise can be found in their biographies starting on page 11. As further discussed in the section titled “Proposal 1: Election of Directors,” Thomas Schmitt and Nadia Shouraboura are not standing for re-election at the 2024 Annual Meeting.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Position | | Rekha Agrawal | Independent Non-Employee Director | | Kelly Baker | Independent Non-Employee Director | | Rick Beckwitt | Independent Non-Employee Director | | Bill Brundage | Chief Financial Officer and Director | | Geoff Drabble | Independent Non-Employee Board Chair | | Catherine Halligan | Independent Non-Employee Director | | Brian May | Independent Non-Employee Director | | James S. Metcalf | Independent Non-Employee Director | | Kevin Murphy | President & Chief Executive Officer and Director | | Alan Murray | Independent Non-Employee Director | | Suzanne Wood | Independent Non-Employee Director |

  4. Director Nominee Biographies

    Director Nominee Biographies Set forth below are the biographies for each of the 11 Directors nominated by the Board for election at the 2024 Annual Meeting.

  5. Director Nominee Biographies

    | Independent Non-Employee Director Age: 54 Director since: June 2024 Board Committees: • Nominations & Governance | REKHA AGRAWAL Ms. Agrawal was appointed as a Non-Employee Director in June 2024. Ms. Agrawal has served as operating partner at Morgan Stanley Infrastructure Partners Inc. since February 2021. As an operating partner, Ms. Agrawal serves on the boards of acquired companies across multiple industries, where she participates in oversight of policies and risk management in areas such as environmental, technology and cybersecurity and collaborates with the CEOs on strategy and executive talent. Prior to this, Ms. Agrawal served as vice president and general manager of Fire Suppression Products at Johnson Controls International plc between 2017 and 2021, where she had profit and loss responsibilities of a $1.3 billion global business with a product portfolio sold in 70 countries and manufactured in 15 countries. From 2015 to 2017, Ms. Agrawal served as vice president and general manager of the Water and Mechanical Segment at Tyco Fire Protection Products, where she drove product strategy, was responsible for integrating acquisitions and oversaw teams across the sales, engineering, supply chain, manufacturing, human resources and finance groups. Specific Skills and Qualifications Extensive executive experience leading businesses focused both in services and manufacturing; global experience beneficial to assessing risk across supply chain; commitment to operational excellence. Other Public Company Directorships None. |

  6. Director Nominee Biographies

    | Independent Non-Employee Director Age: 55 Director since: May 2021 Board Committees: • Compensation (Chair) | KELLY BAKER Ms. Baker was appointed as a Non-Employee Director in May 2021. Ms. Baker currently serves as the executive vice president and chief human resources officer at Thrivent Financial for Lutherans, a Fortune 500 not-for-profit diversified financial services organization. Ms. Baker served as executive vice president and chief human resources officer of Pentair plc, a manufacturer of water products, from 2017 to 2021. Between 2016 and 2017, Ms. Baker served as executive vice president and chief human resources officer at Patterson Companies Inc., a value-added distributor serving dental and animal health markets. Ms. Baker spent over 20 years with General Mills Inc., the global food manufacturer, in a variety of roles, including vice president of human resources U.S. retail and marketing, vice president of human resources corporate groups and vice president of diversity and inclusion. Ms. Baker also has experience serving on a private company board of directors. Specific Skills and Qualifications Extensive human resources and operational experience; wide-ranging international business and functional experience; experience leading the people, organizational and cultural development across a number of U.S.-based, global public companies. Other Public Company Directorships None. |

  7. Director Nominee Biographies

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 11 |

  8. Director Nominee Biographies

    | Independent Non-Employee Director Age: 65 Director since: June 2024 Board Committees: • Compensation | RICK BECKWITT Mr. Beckwitt was appointed as a Non-Employee Director in June 2024. Mr. Beckwitt previously served as the co-chief executive officer and co-president of Lennar Corporation (“Lennar”) from November 2020 until his retirement in September 2023. He joined Lennar in March 2006 as an executive vice president, became president in April 2011 and was promoted to chief executive officer in April 2018. From 1993 to March 2000, he held various executive officer positions at D.R. Horton, including president of the company. From March 2000 to April 2003, Mr. Beckwitt was the owner and principal of EVP Capital, L.P., the general partner of D.R. Horton’s Encore Venture Partners, a venture capital company. From 1986 to 1993, Mr. Beckwitt worked in the mergers and acquisitions and corporate finance departments at Lehman Brothers. Specific Skills and Qualifications Extensive executive leadership experience; considerable U.S. public company board and industry expertise; significant experience in business development and strategic transactions. Other Public Company Directorships Member, Eagle Materials Inc. Former Public Company Directorships Member, Lennar Corporation from 2018 until 2023; Member, Five Point Holdings, LLC from 2016 to 2020; Member, D.R. Horton, Inc. from 1993 to 2003. |

  9. Director Nominee Biographies

    | Chief Financial Officer and Director Age: 48 Director since: Nov 2020 Board Committees: None | BILL BRUNDAGE Mr. Brundage was appointed as a Director and Chief Financial Officer in November 2020. Mr. Brundage has served as the chief financial officer of Ferguson Enterprises, LLC (“FEL”), the Company’s U.S. operating subsidiary, since 2017, and previously served at FEL as senior vice president of finance from 2016 to 2017 and vice president of finance since 2008. Mr. Brundage joined Ferguson in 2003 as manager of finance and was promoted to corporate controller of FEL two years later. Previously, Mr. Brundage spent five years at PricewaterhouseCoopers in the U.S. as a senior associate. As the Company’s CFO, Mr. Brundage brings valuable knowledge to the Board, while our Audit Committee maintains its independence. Specific Skills and Qualifications Certified Public Accountant with extensive Company experience; considerable financial management and operational experience; significant knowledge of the Company and the Company’s industry. Other Public Company Directorships None. |

  10. Director Nominee Biographies

    | 12 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  11. Director Nominee Biographies

    | Independent Board Chair Age: 64 Director since: May 2019 Board Committees: • Compensation • Nominations & Governance | GEOFF DRABBLE Mr. Drabble was appointed as a Non-Employee Director in May 2019 and as Board Chair in November 2019. Mr. Drabble served as chief executive of Ashtead Group plc, a FTSE 100 international equipment rental company, from 2007 to 2019 during which he presided over a period of unprecedented growth in the business and was instrumental in creating a strong culture. He was previously an executive director of The Laird Group PLC, a former British-based electronics and technology business, where he was responsible for its Building Products division, and held a number of senior management positions at Black & Decker, the American manufacturer of power tools, accessories, hardware, home improvement products, home appliances and fastening systems. Specific Skills and Qualifications Extensive leadership experience in the distribution, technology and manufacturing sectors as a chief executive officer; deep knowledge of U.S. markets and operating conditions; significant experience as a board member. Other Public Company Directorships Chair, DS Smith Plc; Member, Travis Perkins plc. Former Public Company Directorships Member, Howden Joinery Group Plc from 2015 to 2023; Member, Ashtead Group plc from 2005 to 2019; Member, The Laird Group PLC from 2000 to 2006. |

  12. Director Nominee Biographies

    | Independent Non-Employee Director Age: 61 Director since: Jan 2019 Board Committees: • Audit • Compensation | CATHERINE HALLIGAN Ms. Halligan was appointed as a Non-Employee Director in January 2019. Between 2010 and 2012, Ms. Halligan was senior vice president sales and marketing of PowerReviews, a software as a service social commerce solution. Prior to that, she held senior marketing and e-commerce roles at Walmart, including chief marketing officer at Walmart.com from 2005 to 2010. Prior to Walmart, Ms. Halligan also held executive roles at various companies, including Blue Nile, Williams-Sonoma and Gymboree. Ms. Halligan also has experience serving on private company boards. Specific Skills and Qualifications Extensive digital transformation, digital commerce, data analytics and marketing experience as a senior executive; strong track record in the retail, e-commerce and multi-channel arenas; significant experience as a board member. Other Public Company Directorships Member, Driven Brands Holdings, Inc.; Member, JELD-WEN Holding, Inc.; Member, Ulta Beauty, Inc. Former Public Company Directorships Member, FLIR Systems, Inc. from 2014 to 2021. |

  13. Director Nominee Biographies

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 13 |

  14. Director Nominee Biographies

    | Independent Non-Employee Director Age: 60 Director since: Jan 2021 Audit Committee Financial Expert Board Committees: • Audit • Nominations & Governance | BRIAN MAY Mr. May was appointed as a Non-Employee Director in January 2021. Mr. May has served as a non-executive director of OFI Group Limited, a global provider of food and beverage ingredients, since 2021. Mr. May served as chief financial officer of Bunzl plc, the global distribution and services group, for 14 years until his retirement in late 2019. His career at Bunzl plc spanned 27 years, where he held a number of roles across the treasury and internal audit functions and was divisional finance director of Bunzl’s U.K., Europe and Australasia division for nine years. Prior to his career at Bunzl plc, he worked at KPMG. Mr. May also has experience serving on private company boards. Specific Skills and Qualifications Extensive experience as a chief financial officer; Qualified chartered accountant with extensive financial and operational experience; extensive expertise in the Company’s industry. Other Public Company Directorships Member, Convatec Group Plc. Former Public Company Directorships Member, United Utilities Group PLC from 2012 to 2021; Member, Bunzl plc from 2006 to 2019. |

  15. Director Nominee Biographies

    | Independent Non-Employee Director Age: 66 Director since: Feb 2023 Board Committees: • Compensation • Nominations & Governance | JAMES S. METCALF Mr. Metcalf was appointed as a Non-Employee Director in February 2023. Mr. Metcalf previously served as chairman and chief executive officer of Cornerstone Building Brands, Inc. (“Cornerstone”), a North American building products manufacturer, from 2019 until his retirement as chief executive officer in September 2021 and as chairman in March 2022. He joined Cornerstone in 2017 as a non-employee director when it was known as NCI Building Systems, Inc. Prior to joining Cornerstone, he held various roles at USG Corporation, a manufacturer of ceiling, floor, gypsum, roofing, sheathing, and wall products. At the time of his retirement from USG in November 2016, Mr. Metcalf had served as its chairman since December 2011 and served as its chief executive officer and president since January 2011. Specific Skills and Qualifications Extensive executive leadership experience; considerable U.S. public company board and industry expertise. Other Public Company Directorships None. Former Public Company Directorships Chair, Cornerstone Building Brands from 2019 to 2022; Member (2017 to 2018) and Chair (2018 to 2019), NCI Building Systems, Inc. (until its acquisition by Cornerstone Building Brands); Member, Tenneco Inc. from 2014 to 2022; Chair, USG Corporation from 2011 to 2016; Member, Molex Inc. from 2007 to 2013. |

  16. Director Nominee Biographies

    | 14 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  17. Director Nominee Biographies

    | President & Chief Executive Officer and Director Age: 54 Director since: Aug 2017 Board Committees: None | KEVIN MURPHY Mr. Murphy was appointed as a Director in August 2017 and as Chief Executive Officer in November 2019. In connection with the Merger, Mr. Murphy’s title changed to President & Chief Executive Officer. Mr. Murphy has served as chief executive officer of FEL since 2017. Prior to that, he was chief operating officer of FEL from 2007 to 2017. Mr. Murphy joined Ferguson in 1999 as an operations manager following Ferguson’s acquisition of his family’s business, Midwest Pipe and Supply, and went on to hold a number of leadership positions before his eventual appointment as the Company’s Chief Executive Officer. Since Mr. Murphy’s appointment to the Board in 2017, the business has generated strong, profitable growth and continued to take market share under his leadership. Specific Skills and Qualifications Culture champion with strong executive leadership skills; deep knowledge of the Company and the Company’s industry; strategic operational expertise; significant experience in strategic development and delivering operational performance improvements. Other Public Company Directorships Member, Pool Corporation. |

  18. Director Nominee Biographies

    | Independent Non-Employee Director Age: 71 Director since: Jan 2013 Audit Committee Financial Expert Board Committees: • Audit • Nominations & Governance (Chair) | ALAN MURRAY Mr. Murray was appointed as a Non-Employee Director in January 2013. He served as Employee Engagement Director from March 2019 until December 2023, when the role was disbanded, and he served as Senior Independent Director from October 2013 until August 2022, when the role was transitioned to Chair of the Nominations & Governance Committee. From 2002 to 2007, Mr. Murray served as group chief executive of Hanson PLC, a British-based building materials company, where he had previously served as finance director and chief executive of Hanson Building Materials America from 1998 to 2002. Since 2003, Mr. Murray has served as a trustee of the Hanson No 2 Pension Scheme for the Hanson Pension Trustees Limited. Specific Skills and Qualifications Qualified chartered management accountant with extensive business leadership skills and financial reporting expertise; considerable international operational and financial experience; extensive executive management experience and board experience within global businesses; extensive knowledge of the Company. Other Public Company Directorships Member, O-I Glass, Inc. Former Public Company Directorships Member, HeidelbergCement AG from 2010 to 2017; Member, International Power plc from 2007 to 2011; Member, Hanson PLC from 2002 to 2007. |

  19. Director Nominee Biographies

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 15 |

  20. Director Nominee Biographies

    | Independent Non-Employee Director Age: 64 Director since: Jan 2021 Audit Committee Financial Expert Board Committees: • Audit (Chair) | SUZANNE WOOD Ms. Wood was appointed as a Non-Employee Director in January 2021. Ms. Wood served from September 2018 to September 2022 as senior vice president and chief financial officer of Vulcan Materials Company, a large producer of construction aggregates. From 2012 to 2018, she served as chief financial officer of Ashtead Group plc, a FTSE 100 international equipment rental company, after having joined Ashtead in 2003 as chief financial officer of Sunbelt Rentals, Ashtead’s largest operating brand in the U.S. She started her career with PricewaterhouseCoopers. Specific Skills and Qualifications Chartered accountant and experienced chief financial officer with significant financial and operational knowledge; extensive public company experience. Other Public Company Directorships Member, RELX PLC; Member, H&E Equipment Services, Inc. Former Public Company Directorships Member, Ashtead Group plc from 2012 to 2018. |

  21. Director Nominee Biographies

    | 16 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  22. Director Nominee Skills and Experience

    Director Nominee Skills and Experience

  23. Director Nominee Skills and Experience

    | SKILLS AND EXPERIENCE | | | | | | | | | | | | | Executive Leadership Experience leading large scale and complex organizations. Developed and delivered strategic initiatives and operational plans in a CEO, operational executive or function leader capacity. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Board Experience Experience serving on other public company boards. | | | ● | | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance/Regulatory and Risk Management Experience in corporate governance matters, board management accountability, risk management and compliance practices. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Accounting, Finance and Capital Markets Experience in accounting, finance, audit and capital management, including oversight of financial statements and operating results. Experience assessing the financial metrics of strategic opportunities. | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Transactions and M&A Experience in corporate transactions, mergers and acquisitions. | ● | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | Environmental/Climate Change Experience and overseeing environmental policy regulation, risk and understanding of best practices. | ● | | ● | ● | | | ● | ● | ● | | | | Technology, Digital, Innovation and Cyber Experience with technologies key to business, digital marketing/ transformation, innovation and risk mitigation. Understanding cybersecurity. | ● | | ● | | | ● | ● | ● | ● | | | | Supply Chain/Logistics/Distribution Experience includes planning and management of activities in sourcing, procurement, logistics and distribution. | ● | | ● | ● | ● | | ● | ● | ● | | | | Marketing Experience of marketing or managing brands and increasing the value of products or services over time in the market. | | | ● | | ● | ● | | ● | | | | | Human Capital and Talent Management Experience in human capital management, talent development, Inclusion, Diversity & Equity, compensation and succession planning. | ● | ● | ● | | ● | ● | ● | ● | ● | ● | ● |

  24. Director Nominee Skills and Experience

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 17 |

  25. Process for Selection of Directors

    Process for Selection of Directors When the Board determines it is desirable to add a director in the context of its strategic needs, as part of its annual evaluation process or to fill a vacancy on the Board, the Nominations & Governance Committee takes the following steps:

  26. Process for Selection of Directors

    | • | Initiates a search for director candidates that meet the Board’s director criteria, seeking input from an independent search firm; |

  27. Process for Selection of Directors

    | • | Identifies, first, an initial slate of director candidates that are socially, racially and ethnically diverse in accordance with the Company’s Board Diversity Policy, which is then reviewed by and discussed among the Board Chair, the Chair of the Nominations & Governance Committee, our President & CEO, our Chief Legal Officer & Corporate Secretary and our Chief Human Resources Officer and, second, a refined slate of director candidates based on this review; |

  28. Process for Selection of Directors

    | • | Conducts inquiries into the background and qualifications of the refined list of director candidates, including evaluating the candidates’ financial literacy and expertise, skills and expertise relevant to the Company’s business and structure, as well as any overboarding or independence concerns, related party transactions, and potential issues under competition laws; |

  29. Process for Selection of Directors

    | • | Determines which director candidates to interview and conducts the interviews with the Board Chair, select Non-Employee Directors, our Chief Legal Officer & Corporate Secretary and our Chief Human Resources Officer; |

  30. Process for Selection of Directors

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 19 |

  31. Process for Selection of Directors

    | • | Selects director candidates for recommendation to the Board; and |

  32. Process for Selection of Directors

    | • | Seeks Board approval of the recommended director candidate for election by our shareholders or Board appointment of the recommended director candidate to fill a position between annual meetings. |

  33. Approved Related Party Transactions

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4)(5) | Total ($) | | Board Chair | | | | | | Geoff Drabble | 517,702 | 93,589 | 14,048 | 625,339 | | Other Non-Employee Directors | | | | | | Rekha Agrawal | 20,000 | — | — | 20,000 | | Kelly Baker | 146,833 | 119,009 | 43,411 | 309,253 | | Rick Beckwitt | 20,000 | — | — | 20,000 | | Catherine Halligan | 118,333 | 119,009 | 55,409 | 292,751 | | Brian May | 113,765 | 93,589 | 14,789 | 222,143 | | James S. Metcalf | 118,333 | 119,009 | 44,512 | 281,854 | | Alan Murray(6) | 151,500 | 119,009 | 32,643 | 303,152 | | Thomas Schmitt | 118,333 | 119,009 | 34,701 | 272,043 | | Nadia Shouraboura | 118,333 | 119,009 | 43,693 | 281,035 | | Suzanne Wood | 146,833 | 119,009 | 44,097 | 309,939 |

  34. Narrative to Non-Employee Director Compensation

    Narrative to Non-Employee Director Compensation Below is a discussion of the material factors necessary to an understanding of the compensation disclosed in the above table.

  35. How We Set Non-Employee Director Compensation

    How We Set Non-Employee Director Compensation The Board, upon recommendation of the Compensation Committee, determines the annual compensation of Non-Employee Directors each year with account taken of the time and responsibility involved in each role, including, where applicable, serving as Chair of a Board Committee. Directors who are executives of the Company receive no compensation for their Board service. The Compensation Committee consults with Mercer U.S. LLC (“Mercer”), one of its independent compensation consultants, on the director compensation program and reviews survey information of compensation paid to directors serving on boards of similar U.S.-listed companies to determine whether changes are advisable.

  36. Compensation Discussion and Analysis (“CD&A”)

    | • | how our compensation program supports our long-term strategy and long-term interests of our shareholders; and |

  37. Leadership Changes

    | 40 | Executive Summary | | 40 | Fiscal 2024 Financial Highlights | | 41 | Compensation Philosophy and Objectives | | 41 | Fiscal 2024 Executive Compensation and Business Results | | 42 | Pay Decisions and Compensation Governance Policies and Practices | | 42 | Compensation Determination Process | | 42 | Role of the Compensation Committee | | 43 | Role of the Independent Compensation Consultants | | 43 | Role of Management | | 43 | Compensation Peer Group and Benchmarking | | 44 | Elements of our Compensation Program | | 45 | Pay Mix | | 45 | Base Salaries | | 46 | Annual Short-Term Incentive Award Program | | 49 | Long-Term Equity-Based Incentive Program | | 55 | General Information on Share Plans | | 59 | Non-Qualified Deferred Compensation Arrangements | | 60 | Other Executive Benefits and Perquisites | | 61 | Employment Agreements | | 62 | Management of Compensation Related Risks | | 62 | Compensation Risk Assessment | | 62 | Oversight Policies |

  38. Leadership Changes

    | 64 | Severance and Change in Control Arrangements | | 64 | Change in Control Policy | | 64 | Section 280G of the Internal Revenue Code | | 65 | Section 162(m) Compliance | | 65 | Section 409A Considerations | | 65 | Accounting for Stock-Based Compensation | | 65 | Fiscal 2025 Executive Compensation Changes | | 65 | Base Salary Adjustments | | 66 | Bonus Program Adjustments | | 66 | LTI Design Adjustments | | 67 | 2024 Summary Compensation Table | | 68 | 2024 Grants of Plan-Based Awards | | 69 | Outstanding Equity Awards at 2024 Fiscal Year-End | | 70 | Option Exercises and Stock Vested in the 2024 Fiscal Year | | 71 | 2024 Non-Qualified Deferred Compensation | | 72 | Potential Payments Upon Termination or a Change in Control | | 74 | CEO Pay Ratio | | 75 | Pay Versus Performance | | 79 | Proposal 3: Say-on Pay | | 80 | Proposal 4: Say-on-Frequency |

  39. Compensation Philosophy and Objectives

    | • | ensure alignment of executive and shareholder interests through stock-based long-term incentive awards and stock-ownership guidelines; |

  40. Compensation Philosophy and Objectives

    | • | maintain compensation packages that include salary, short and long-term incentives, benefits and retirement provisions, and perquisites; and |

  41. Fiscal 2024 Executive Compensation and Business Results

    | • | The annual short-term incentive program was near target, as the Company was above the performance target for adjusted operating profit growth and fell slightly below of the performance target for cash to cash days. |

  42. Fiscal 2024 Executive Compensation and Business Results

    | • | The fiscal 2021 long-term equity-based performance awards that vested in fiscal 2024 achieved maximum payout under both long-term incentive plans based on strong Company performance over a three-year period. |

  43. Pay Decisions and Compensation Governance Policies and Practices

    | | Significant portion of Executive Officer compensation is variable and based on achievement of performance measures that we believe drive long-term shareholder value | | | Established pre-defined performance metrics and target, threshold, and maximum payouts | | | Ensure incentive-based compensation is subject to clawback | | | Include ESG performance metrics tied to our overall progress on areas such as safety, diversity, climate and governance that we believe address the interests of our shareholders | | | Use long-term equity incentive vesting periods consistent with many of our peers | | | Require significant stock ownership by all Executive Officers | | | Regularly review governance of our programs to align with market best practices | | | Conduct periodic pay risk assessment | | | Annually assess peer group to ensure appropriate alignment | | | Double trigger change in control if long-term incentive awards are assumed | | | Retain independent compensation consultant | | WHAT WE DON’T DO | |

  44. Pay Decisions and Compensation Governance Policies and Practices

    | | No hedging or pledging of Company shares permitted | | | No evergreen provisions in long-term incentive plans | | | No guaranteed bonuses or uncapped incentive award opportunities for Executive Officers | | | No payment of dividends or dividend equivalents on equity awards unless and until underlying awards vest | | | No short-term trading in Company shares permitted |

  45. Role of the Compensation Committee

    | • | approving peer group companies and target market position; |

  46. Role of the Compensation Committee

    | • | approving annual short-term incentive and long-term incentive metrics and performance goals; |

  47. Role of the Compensation Committee

    | • | approving achievement of annual short-term incentive and long-term incentive goals; |

  48. Role of the Compensation Committee

    | • | recommending to the Board any changes to the form and amount of Non-Employee Director compensation; |

  49. Role of the Independent Compensation Consultants

    Role of the Independent Compensation Consultants To help achieve our goal to compensate our Executive Officers appropriately, the Compensation Committee retained both Mercer and Ellason LLP (“Ellason”) (together, the “Compensation Consultants”) as its independent compensation consultants for fiscal 2024 to review its policies and procedures with respect to executive compensation. Mercer served as the lead consultant primarily focused on U.S. pay practices. Ellason has been retained to provide compensation consulting in relation to our in-flight long-term incentive (“LTI”) awards, which were mainly granted while we were Premium Listed on the LSE under our previous remuneration policy. Based on the Compensation Committee’s assessment, the Compensation Committee determined that services provided by Mercer and its affiliates and Ellason have not raised any conflict of interest and that the firms are independent, taking into account the NYSE’s listing standards, and the SEC’s rules and regulations to ensure consultant independence and other relevant factors. The Compensation Committee retains the right to modify or terminate its relationship with each of the Compensation Consultants or select other outside advisors to assist the Compensation Committee in carrying out its responsibilities. In fiscal 2024 the Compensation Consultants assisted the Compensation Committee by:

  50. Role of the Independent Compensation Consultants

    | • | providing comparative market data on compensation practices and programs based on an analysis of peer companies and by providing guidance on industry best practices; |

  51. Role of the Independent Compensation Consultants

    | • | providing executive compensation consulting services related to program design, governance and disclosure; |

  52. Role of the Independent Compensation Consultants

    | • | reviewing and recommending changes to our executive compensation peer group; |

  53. Role of the Independent Compensation Consultants

    | • | analyzing and benchmarking board of director compensation/program design, incentive designs, stock ownership guidelines and performance measurement; |

  54. Role of the Independent Compensation Consultants

    | • | attending and supporting all Compensation Committee meetings; and |

  55. Role of the Independent Compensation Consultants

    | • | conducting a compensation risk assessment. |

  56. Role of the Independent Compensation Consultants

    For fiscal 2024, fees paid to Mercer and its affiliates by the Company for work performed for the Committee totaled $903,069 for executive compensation consulting support and $389,897 for other services. The decision to engage Mercer and its affiliates for these other services is approved by management who oversee the specific areas of business for which the services are provided. The Compensation Committee reviews and takes into account the other services Mercer provides to the Company both when engaging its services as an independent compensation consultant and also when undertaking its annual review of its other consulting services, taking into account the NYSE’s listing standards and SEC’s rules and regulations to ensure consultant independence and other relevant factors.

  57. Role of Management

    | • | provide additional competitive benchmarking data; |

  58. Role of Management

    | • | provide budgets and business planning materials for setting performance goals and measuring Company and individual performance; and |

  59. Compensation Peer Group and Benchmarking

    Compensation Peer Group and Benchmarking The Compensation Committee has identified, with assistance from Mercer, a group of companies used to guide the compensation arrangements for our Executive Officers and inform our pay plan design (the “Peer Group”). The Compensation Committee conducts a review of the Peer Group annually and may from time to time adjust the companies comprising the Peer Group to better reflect (i) competitors in the industries in which we compete (for the Fiscal 2024 Peer Group, service and distribution industries with generally 0.3 to 3.0 times the Company’s revenue size), (ii) companies with similar business models and (iii) companies that compete in our labor markets for talent. The Compensation Committee also considered the growth rates of the companies when selecting the Peer Group. See the section entitled “—Fiscal 2025 Executive Compensation Changes” for details on our updated Peer Group for fiscal 2025.

  60. Compensation Peer Group and Benchmarking

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 43 |

  61. Compensation Peer Group and Benchmarking

    The Peer Group for fiscal 2024 consisted of the following companies:

  62. Compensation Peer Group and Benchmarking

    | AutoZone, Inc. | CDW Corporation | Cummins Inc. | | Fastenal Company | General Dynamics Corporation | Genuine Parts Company | | Illinois Tool Works Inc. | Johnson Controls International plc | Northrop Grumman Corporation | | O’Reilly Automotive, Inc. | PACCAR Inc. | Parker-Hannifin Corporation | | Stanley Black & Decker, Inc. | Univar Solutions Inc. | United Rentals, Inc. | | W.W. Grainger, Inc. | Watsco, Inc. | Wayfair Inc. |

  63. Compensation Peer Group and Benchmarking

    As part of our review of U.S. competitive pay practices, the Compensation Committee engaged Mercer in fiscal 2024 to conduct a market review to determine whether Executive Officer total compensation opportunities were competitive. In determining the fiscal 2024 executive compensation, the Compensation Committee reviewed the Peer Group data provided by Mercer for positions reported in the peer companies’ respective proxy statements. This data was supplemented with data from proxy statements of other industrial companies in the S&P 500 and published survey data as appropriate, as not all executive officer data was available from our Peer Group. Based on this evaluation, Mercer recommended, and the Compensation Committee determined, to set total target compensation (comprised of base salary, annual short-term incentive opportunity at target, and long-term equity incentive opportunity at target) at levels that would begin to close any existing pay gap in comparison with the 50th percentile of the Peer Group data.

  64. Elements of Our Compensation Program

    | • | annual short-term incentive awards linked to our overall performance; |

  65. Elements of Our Compensation Program

    | • | annual grants of long-term, equity-based compensation, such as performance and restricted shares; |

  66. Elements of Our Compensation Program

    | • | employment agreements and change in control policy. |

  67. Elements of Our Compensation Program

    | Element | Purpose | Delivery | Focus | | Base Salary | Attract and retain highly qualified executives | Cash, fixed amount paid on a monthly basis | Differentiated pay based on market and the executive’s experience, skills, and performance | | Annual Short-Term Incentive Awards | Focus executives’ performance to achieve short-term goals | Cash, variable amount generally paid in October following the end of the fiscal year based on the extent to which pre-defined targets are achieved | Annual performance period to align with short-term financial and operational objectives, and thereby to shareholder interests | | Long-Term Equity-Based Compensation | Focus executives’ performance to achieve long-term goals | Equity-based awards that include a majority weighting on performance-based awards, and to a lesser extent, time-based awards | Long-term focus to align with shareholder value creation over a three-year period | | Other Executive Benefits and Perquisites | Attract and retain executives by providing competitive benefits | Health and welfare benefits, retirement benefits, and perquisites | Specific to each benefit program | | Employment Agreement and Change in Control Policy | Protect company interests through contractual provisions | Upon appointment to Executive Officer role | Non-compete and non-solicitation; continued leadership engagement in the event of a change in control |

  68. Annual Short-Term Incentive Award Program (“Bonus Program”)

    Annual Short-Term Incentive Award Program (“Bonus Program”) We believe that establishing annual short-term incentive award (“Bonus”) opportunities helps us attract and retain qualified and highly skilled executives and that aligning our Executive Officers’ performance goals with certain annual financial and strategic metrics helps drive performance and increase shareholder value. All of our Executive Officers are eligible to participate in the Bonus Program. The Compensation Committee has the authority to award Bonuses under the Bonus Program to our Executive Officers. These Bonuses are intended to reward the achievement of corporate results and business performance objectives. Bonuses are earned based on an assessment of financial and business performance against pre-determined metrics that are designed to be challenging but achievable. Target levels of financial performance are generally consistent with budget, which is based in part on prior year results, the Company’s strategic plans and projected market trends. Achievement of objectives is monitored throughout the year with the final performance determined after the end of the fiscal year. Achievement of performance objectives is certified by, and all individual Executive Officer Bonuses are determined and approved by, the Compensation Committee. Bonuses earned by our Executive Officers are paid in cash generally within two and one-half months after the end of the fiscal year. Bonus payout is typically subject to continued employment through the date of payment, however, upon retirement (for our NEOs, termination of employment at age 55 or older), our NEOs are entitled to receive a Bonus for the year of such retirement, pro-rated based on days worked during the applicable performance year, paid out at the same time as Bonuses are paid out to other associates in the ordinary course, based on actual performance. Each Executive Officer’s target bonus is reviewed annually by the Compensation Committee relative to market as part of our compensation planning process. These targets, expressed as a percent of salary, are generally designed to provide total cash compensation that is market competitive for similarly situated positions if financial and business performance goals are met. The following table shows the changes we made to the Bonus Program from fiscal 2023 to fiscal 2024.

  69. Annual Short-Term Incentive Award Program (“Bonus Program”)

    | NEO | Fiscal 2024 Change | | CEO | Increased target award from 130% of base salary to 150% of base salary and increased the maximum award from 140% of target to 170% of target to better align with market for U.S. CEOs. Determined annual incentive payouts based on assessment of Company and business performance. Removed the individual performance element. | | CFO | Increased target award from 90% of base salary to 95% of base salary and increased the maximum award from 140% of target to 170% of target to better align with market for U.S. CFOs. Determined annual incentive payouts based on assessment of Company and business performance. Removed the individual performance element. | | All Other NEOs | Reviewed and reaffirmed current target and maximum annual incentive opportunity. Determined annual incentive payouts based on assessment of Company and business performance. Removed the individual performance element. |

  70. Annual Short-Term Incentive Award Program (“Bonus Program”)

    | 46 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  71. Annual Short-Term Incentive Award Program (“Bonus Program”)

    In September 2023, the Compensation Committee approved changes to certain performance measures for the fiscal 2024 Bonus Program. In an effort to better align with U.S. market practices, the Compensation Committee removed the individual performance element from the 2024 Bonus Program. Additionally, in response to the continued expectation of some shareholders for ESG performance to be captured in incentives, the Compensation Committee increased the weighting of the ESG component from 5% to 10%. As a result of these changes, the weighting for the fiscal 2024 Bonus Program opportunities is 70% adjusted operating profit, 20% cash-to-cash days, and 10% ESG-related qualitatively assessed elements. The following table shows the resulting fiscal 2024 threshold, target and maximum bonus opportunities expressed as percent of salary and percent of target:

  72. Annual Short-Term Incentive Award Program (“Bonus Program”)

    | | 2024 Bonus as Percent of Salary (%) | | | 2024 Bonus as Percent of Target (%) | | | | Name | Threshold | Target | Maximum | Threshold | Target | Maximum | | Kevin Murphy | 50% | 150% | 255% | 33% | 100% | 170% | | Bill Brundage | 53% | 95% | 162% | 56% | 100% | 170% | | Ian Graham | 45% | 75% | 105% | 60% | 100% | 140% | | Sammie Long | 45% | 75% | 105% | 60% | 100% | 140% | | Bill Thees | 45% | 75% | 105% | 60% | 100% | 140% |

  73. Fiscal 2024 Bonus Program Performance Metrics and Weightings

    Fiscal 2024 Bonus Program Performance Metrics and Weightings The fiscal 2024 Bonus Program included the following metrics and weightings.

  74. Fiscal 2024 Bonus Program Performance Metrics and Weightings

    | Metric | Weighting | Definition | Rationale | | Adjusted Operating Profit | 70%(1) | 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.” | Adjusted operating profit is an important measure of business performance as it rewards revenue growth, gross margin improvement and appropriate cost control, and demonstrates the profitability of our core operations. | | Cash to Cash Days | 20% | The time period represented in days between when the Company pays cash to its suppliers for inventory and receives cash from its customers, which is calculated by taking average days in inventory outstanding (DIO) plus average days sales outstanding in receivables (DSO) less average days payable outstanding (DPO). | Introduced this metric in 2010/11 and it has had a sustained significant impact on the level of working capital and in turn, cash generation of the business. The measure provides an increased level of working capital control, as it flexes for growth or declines in revenue. | | Environmental, Social and Governance (ESG) | 10% | Overall qualitative progress on areas such as safety, diversity, climate and governance. | This qualitative measure strives to ensure shared accountability for, and incentivize progress towards, identified ESG priorities and is responsive to evolving shareholder expectations. |

  75. Fiscal 2024 Bonus Program Performance Metrics and Weightings

    (1) Adjusted operating profit for Mr. Thees is based on 50% of the Company’s performance and 20% for performance of the customer groups that report to him, split equally between Canada and U.S. businesses. The Bonuses earned for fiscal 2024, paid out on October 11, 2024, are shown below in “—Fiscal 2024 Bonus Payouts.” Our fiscal 2024 adjusted operating profit performance was above target and exceeded the performance threshold level set for this element of the Bonus. We also exceeded the performance threshold set for the cash-to-cash days element of the Bonus. The Compensation Committee assessed the Company’s continued progress in respect of our ESG program.

  76. Fiscal 2024 Bonus Program Performance Metrics and Weightings

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 47 |

  77. Fiscal 2024 Bonus Program Performance Metrics and Weightings

    Consistent with prior years, the Compensation Committee assessed performance against the Bonus targets and considered if any adjustments were required to align incentive outcomes with the underlying performance of the Company. In keeping with our normal practice, the Compensation Committee also reviewed the formulaic outcome of the Bonus for fiscal 2024, in the context of the underlying performance of the Company, noting in particular the continued strong financial outcomes of the Company against its key performance indicators, as well as management’s ongoing focus on supporting associates through the ongoing challenges of the wider external environment. In this context, the Compensation Committee considered that no application of discretion to adjust the annual Bonus outcome was necessary. The Compensation Committee therefore confirmed Bonus payments for fiscal 2024 as shown below in “—Fiscal 2024 Bonus Payouts.” The following table details the threshold, target and maximum goals, as well as the actual results, all in millions, for each of the financial objectives under the Bonus Program.

  78. Fiscal 2024 Bonus Program Performance Metrics and Weightings

    | | All NEOs (other than B. Thees) | B. Thees | Threshold | Target | Maximum | Actual | | Adjusted Operating Profit (FEI) | 70% | 50% | $2,484 | $2,700 | $2,916 | $2,824 | | Adjusted Operating Profit (U.S. Business Segment – Waterworks and Fire & Fabrication Customer Groups and Own Brands) | - | 10% | $1,139 | $1,239 | $1,338 | $1,213 | | Adjusted Operating Profit (Canada Business Segment) | - | 10% | $105 CAD | $114 CAD | $123 CAD | $82 CAD | | Cash to Cash Days | 20% | 20% | 67.6 Days | 62.6 Days | 57.6 Days | 63.9 Days |

  79. Fiscal 2024 Bonus Payouts

    Fiscal 2024 Bonus Payouts Based on the fiscal 2024 financial results and the Compensation Committee’s determination of achievement of ESG objectives as described above, the NEOs earned the following Bonus amounts that were paid on October 11, 2024:

  80. Fiscal 2024 Bonus Payouts

    | Name | Target Bonus (% of Salary) | Target Bonus(1) | Actual Bonus Earned(2) | Actual Bonus Earned (% of Target) | | Kevin Murphy | 150% | $1,855,589 | $2,442,802 | 131.7% | | Bill Brundage | 95% | $698,256 | $927,574 | 132.8% | | Ian Graham | 75% | $468,951 | $553,334 | 118.0% | | Sammie Long | 75% | $467,932 | $552,132 | 118.0% | | Bill Thees | 75% | $479,895 | $491,278 | 102.4% |

  81. Fiscal 2024 Bonus Payouts

    (1) Based on salary earned during fiscal 2024. (2) Bonus achievement varies based as threshold as a percent of target differs for the NEOs (i.e., 33%, 56%, or 60% of target for CEO, CFO and other NEOs, respectively).

  82. Fiscal 2024 Bonus Payouts

    | 48 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  83. Long-Term Equity-Based Incentive Program

    Long-Term Equity-Based Incentive Program We believe that providing a significant portion of our Executive Officers’ total compensation package in long-term equity-based compensation aligns the incentives of our Executive Officers with the interests of our shareholders and with our long-term corporate success. Additionally, we believe that equity-based compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. Our Executive Officers were eligible in fiscal 2024 to participate in the following share plans maintained by the Company:

  84. Long-Term Equity-Based Incentive Program

    | • | the Omnibus Plan; |

  85. Long-Term Equity-Based Incentive Program

    | • | The Ferguson Group Long-Term Incentive Plan 2019 (“LTIP”); |

  86. Long-Term Equity-Based Incentive Program

    | • | The Ferguson Group Performance Ordinary Share Plan 2019 (“POSP”); |

  87. Long-Term Equity-Based Incentive Program

    | • | The Ferguson Group Ordinary Share Plan 2019 (“OSP”); and |

  88. Long-Term Equity-Based Incentive Program

    | • | The Ferguson Group Employee Share Purchase Plan 2021 (“ESPP”) (collectively, the “Company Employee Share Plans”). |

  89. Long-Term Equity-Based Incentive Program

    A summary of each of these plans and the awards provided thereunder (the “long-term incentive” or “LTI”) is provided below in “—General Information on Share Plans.” Following the approval by Ferguson plc shareholders of the Omnibus Plan at the 2023 annual general meeting held on November 28, 2023, Ferguson no longer grants awards under the LTIP, POSP or OSP (the “Legacy Share Plans”); however, our Executive Officers, including our NEOs, received awards on October 12, 2023 under the Legacy Share Plans and continue to hold outstanding awards under the Legacy Share Plans. Our Legacy Share Plans are generally aligned with U.K. market practice, while the Omnibus Plan and ESPP are generally aligned with U.S. market practice. Specific information on fiscal 2024 grants issued under our LTI plans is detailed in this section, including the following:

  90. Long-Term Equity-Based Incentive Program

    | • | fiscal 2024 award mix; |

  91. Long-Term Equity-Based Incentive Program

    | • | fiscal 2024 target award opportunities; |

  92. Long-Term Equity-Based Incentive Program

    | • | fiscal 2024 LTIP and POSP awards performance metrics and weighting; |

  93. Long-Term Equity-Based Incentive Program

    | • | fiscal 2024 OSP awards; |

  94. Long-Term Equity-Based Incentive Program

    | • | fiscal 2024 awards under the Omnibus Plan (restricted stock units (“RSUs”) and performance stock units (“PSUs”)); and |

  95. Long-Term Equity-Based Incentive Program

    | • | shares earned with respect to awards granted during fiscal 2021 under the LTIP, OSP and POSP that vested during fiscal 2024. |

  96. Fiscal 2024 Award Mix

    | | Performance-Based | | | Time-Based | | | | PSU | LTIP | POSP | RSU | OSP | | Kevin Murphy | 12% | 58% | — | 30% | — | | Bill Brundage | — | 70% | — | 30% | — | | Ian Graham | — | — | 70% | — | 30% | | Sammie Long | — | — | 70% | — | 30% | | Bill Thees | — | — | 70% | — | 30% |

  97. Fiscal 2024 Target Award Opportunities

    Fiscal 2024 Target Award Opportunities For fiscal 2024, the changes in the table below were made to target award opportunities to better align with U.S. benchmarking and market practices for these roles. Based on a review of individual performance, the competitive market for talent, and overall value to the organization, the Compensation Committee approved the following changes needed to bring the pay for our named executive officers up to the target market position and align with peer practices to begin to close the existing pay gap in comparison with the 50th percentile of the Peer Group data. See the section above entitled “—Compensation Peer Group and Benchmarking” for additional details on benchmarking to our Peer Group.

  98. Fiscal 2024 Target Award Opportunities

    | NEO | Fiscal 2024 Change | | CEO | Increased target LTI (as a % of base salary) from 250% to 430% | | CFO | Increased target LTI (as a % of base salary) from 160% to 300% | | All Other NEOs | Increased target LTI (as a % of base salary) from 160% to 180% |

  99. Fiscal 2024 Target Award Opportunities

    | | | | Percent (%) of Base Salary | | | | Name | Target LTI (% of Base Salary) | Target LTI | Threshold | Target | Maximum | | Kevin Murphy | 430% | $5,349,505 | 280% | 430% | 731% | | Bill Brundage | 300% | $2,226,018 | 195% | 300% | 510% | | Ian Graham | 180% | $1,130,969 | 54% | 180% | 306% | | Sammie Long | 180% | $1,128,746 | 54% | 180% | 306% | | Bill Thees | 180% | $1,157,456 | 54% | 180% | 306% |

  100. Fiscal 2024 LTIP and PSU Awards Performance Metrics and Weightings

    Fiscal 2024 LTIP and PSU Awards Performance Metrics and Weightings For fiscal 2024, we reviewed the performance metrics for our LTIP awards provided to the CEO and CFO and the PSU award to our CEO and determined that relative total shareholder return (“TSR”), adjusted earnings per share (“EPS”) growth (diluted) and return on capital employed (“ROCE”) continued to be appropriate performance metrics, as they closely match the shareholder value creation experience. The metrics used for these LTIP and PSU awards and their weightings for fiscal 2024 are shown below. The LTIP and PSU awards vest on October 12, 2026, contingent on achievement of performance conditions and, except under certain circumstances described below in “—General Information on Share Plans,” service conditions. Actual goals for each metric will be disclosed when the performance period is completed.

  101. Fiscal 2024 LTIP and PSU Awards Performance Metrics and Weightings

    | Metric | Weighting | Definition | Rationale | | TSR Relative to S&P 500 Industrials | 33.3% | TSR Relative to S&P 500 Industrial Constituents as of August 1, 2023. | Relative TSR is a commonly used U.S. LTI measure. Relative calibration can mitigate impact of broader stock market impact and/or sector volatility and it provides an objective measure of shareholder value creation, including that created by M&A. | | Adjusted EPS Growth (diluted) | 33.3% | Adjusted U.S. GAAP EPS – Growth over three-year performance period using the adjusted EPS growth (diluted) for the year ended July 31, 2023, as the starting point and July 31, 2026, as the end point. 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), as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information.” | Commonly used U.S. LTI measure, which is simple and transparent and has a strong line of sight. Investor orientated metric, closely aligned with shareholder interests. | | ROCE | 33.3% | Adjusted earnings before interest and taxes (Adjusted EBIT) divided by average capital employed. Adjusted EBIT is defined as operating profit excluding certain non-recurring (non-GAAP adjustments), as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information,” 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 average assets held for sale. | Commonly used and well understood externally U.S. LTI measure, encourages strong capital discipline. |

  102. Fiscal 2024 LTIP and PSU Awards Performance Metrics and Weightings

    Below are the target LTIP shares and PSUs awarded to our NEOs in fiscal 2024:

  103. Fiscal 2024 LTIP and PSU Awards Performance Metrics and Weightings

    | Name | LTIP Shares Awarded | PSUs Awarded | | Kevin Murphy | 18,798 | 3,834 | | Bill Brundage | 9,417 | — |

  104. Fiscal 2024 LTIP and PSU Awards Performance Metrics and Weightings

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 51 |

  105. Fiscal 2024 POSP Awards Performance Metrics and Weightings

    Fiscal 2024 POSP Awards Performance Metrics and Weightings For fiscal 2024, the Compensation Committee confirmed the use of adjusted operating profit growth as the appropriate performance metric for the POSP awards, as it aligns with shareholder interests. The performance metric for the fiscal 2024 POSP awards is shown below. POSP awards vest on the third anniversary of the date of grant (October 12, 2026) contingent on achievement of performance conditions and, except under certain circumstances described below in “—General Information on Share Plans,” service conditions. Actual goals will be disclosed when the performance period is completed.

  106. Fiscal 2024 POSP Awards Performance Metrics and Weightings

    | Metric | Weighting | Definition | Rationale | | Adjusted Operating Profit Growth | 100.0% | Three-year spot adjusted operating profit growth, using adjusted operating profit for the year ended July 31, 2023, as the starting point, and July 31, 2026, as the end point. Adjusted operating profit is 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.” | Adjusted operating profit is an important measure of business performance as it rewards revenue growth, gross margin improvement and appropriate cost control, and demonstrates the profitability of our core operations. Using adjusted operating profit growth provides a simple, transparent and easily understood performance condition and provides a clear line of sight compared to TSR and EPS. |

  107. Fiscal 2024 POSP Awards Performance Metrics and Weightings

    Below are the target POSP shares awarded to our NEOs in fiscal 2024:

  108. Fiscal 2024 POSP Awards Performance Metrics and Weightings

    | Name | POSP Shares Awarded | | Ian Graham | 4,784 | | Sammie Long | 4,775 | | Bill Thees | 4,897 |

  109. Fiscal 2024 RSU awards under the Omnibus Plan

    Fiscal 2024 RSU awards under the Omnibus Plan Fiscal 2024 RSU awards granted under the Omnibus Plan are time-based and will vest on October 12, 2026, subject to continued service except under certain circumstances described below in “—General Information on Share Plans.” Below are the RSUs awarded to our NEOs in fiscal 2024:

  110. Fiscal 2024 RSU awards under the Omnibus Plan

    | Name | RSUs Awarded | | Kevin Murphy | 9,699 | | Bill Brundage | 4,036 |

  111. Fiscal 2024 RSU awards under the Omnibus Plan

    | 52 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  112. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    Shares Earned with Respect to Fiscal 2021 LTIP Awards The fiscal 2021 LTIP awards previously granted to certain of our Executive Officers were eligible to vest following a three-year performance period that commenced on August 1, 2020 (the first day of fiscal 2021) and ended on July 31, 2023 (the last day of fiscal 2023). The performance metrics for the fiscal 2021 LTIP awards were as follows:

  113. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    | Metric | Weighting | Definition | Rationale | | TSR Relative to the FTSE 100 | 33.3% | TSR Relative to FTSE 100 constituents as of the beginning of the performance period. | Relative TSR is a commonly used LTI measure. Relative calibration can mitigate impact of broader stock market impact and/or sector volatility, it provides an objective measure of shareholder value creation, including that created by M&A. | | Adjusted EPS | 33.3% | Total margin of adjusted EPS growth (diluted) over U.S. inflation after three years. | Commonly used LTI measure, which is simple and transparent and has a strong line of sight. Investor orientated metric, closely aligned with shareholder interests. | | Cumulative Cash Flow from Operating Activities | 33.3% | Cash flow from operating activities is generated before interest and tax, excluding the effect of the following items to the extent already included in cash generated from operations: cash flows from exceptional items; cash flows arising from special contributions to pension plans made under a deficit recovery plan; and cash flows from non-ongoing and discontinued businesses. | Encourages long-term generation of cash to fund investment and returns to shareholders. |

  114. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 53 |

  115. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    The following table details the threshold, target and maximum goals, as well as the actual results, for the performance conditions relating to the fiscal 2021 LTIP awards. The fiscal 2021 LTIP awards vested on October 16, 2023 for Messrs. Murphy and Graham and Ms. Long and on December 7, 2023 for Mr. Brundage, in each case, at maximum performance level.

  116. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    | • | Relative TSR achievement — Ferguson was ranked 8th against the FTSE 100 comparator group equating to maximum vesting of this element of the award. |

  117. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    | • | Adjusted EPS performance of $9.84, which equates to 95.4% growth (maximum set at 48.0% - U.S. Consumer Price Index (“CPI”) was 18.0%). |

  118. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    | • | Three-year cumulative cash flow from operating activities was $7,390 million, $2,190 million in excess of maximum ($5,200 million). |

  119. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    | Performance Metric | LTIP Weighting | Threshold | Between Threshold and Maximum | Maximum | Actual | | Percent of Maximum | | 25% | 25%-100% | 100% | 100% | | Relative Total Shareholder Return(1) | 33.3% | Median | Between Median and Upper Quartile | Upper Quartile | 8th out of 100 Companies | | Adjusted EPS(1) | 33.3% | U.S. CPI + 3% | Between U.S. CPI + 3% and U.S. CPI + 48% | U.S. CPI + 48% | U.S. GAAP EPS diluted of $9.84 (95.4% growth) | | Cumulative Cash Flow from Operating Activities(1) | 33.3% | $4,610 million | Between $4,610 million & $5,200 million | $5,200 million | $7,390 million |

  120. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    (1) Straight line interpolation between threshold and maximum. Mr. Murphy, Mr. Brundage, Ms. Long and Mr. Graham received awards under the fiscal 2021 LTIP. The number of shares vested for fiscal 2021 LTIP are shown in the table below.

  121. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    | Name | LTIP Shares Vested | | Kevin Murphy | 41,138(1) | | Bill Brundage | 15,618(2) | | Ian Graham | 1,360 | | Sammie Long | 1,370 |

  122. Shares Earned with Respect to Fiscal 2021 LTIP Awards

    (1) Includes 3,238 shares of dividend equivalents that vested when the underlying LTIP award vested. (2) Includes 1,289 shares of dividend equivalents that vested when the underlying LTIP award vested.

  123. Shares Earned with Respect to Fiscal 2021 POSP Awards

    | Performance Metric(1) | Weighting | Threshold | Between Threshold and Maximum | Maximum | Actual | | Percent of Maximum | | 25% | 25%-100% | 100% | | | Adjusted Operating Profit Growth | 100% | 0.1% | Between 0.01% and 25.0% | 25.0% | 83.8% |

  124. Share Plan Transition

    Assumption of Incentive and Compensation Plans by Ferguson Enterprises Inc. In connection with the Merger, Ferguson Enterprises Inc. assumed (i) the Ferguson plc 2023 Omnibus Equity Incentive Plan, (ii) The Ferguson Group Employee Share Purchase Plan 2021, (iii) The Ferguson Group International Sharesave Plan 2019, (iv) The Ferguson Group Performance Ordinary Share Plan 2019, (v) The Ferguson Group Ordinary Share Plan 2019 and (vi) The Ferguson Group Long Term Incentive Plan 2019 (collectively, the “Assumed Employee Share Plans”). Each outstanding Ferguson plc incentive award under the Assumed Employee Share Plans was converted to an incentive award of Ferguson Enterprises Inc. that is subject to substantially the same terms and conditions as the former Ferguson plc incentive award, except, in the case of equity-based Ferguson plc incentive awards, the security issuable upon exercise or settlement of the incentive award, as applicable, is a share of Ferguson Enterprises Inc. common stock (or its cash equivalent) rather than an ordinary share of Ferguson plc (or its cash equivalent). In connection with the assumption of the Assumed Employee Share Plans, Ferguson Enterprises Inc. adopted the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan and the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021. The Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan has substantially the same terms and conditions as the Ferguson plc 2023 Omnibus Equity Incentive Plan, and the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 has substantially the same terms and conditions as The Ferguson Group Employee Share Purchase Plan 2021. In addition, in connection with the assumption of the Assumed Employee Share Plans, Ferguson Enterprises Inc. adopted the Omnibus Amendment to The Ferguson Group International Sharesave Plan 2019, The Ferguson Group Long Term Incentive Plan 2019, The Ferguson Group Ordinary Share Plan 2019 and The Ferguson Group Performance Ordinary Share Plan 2019 (the “Omnibus Amendment”). Under the terms of the Omnibus Amendment, (i)(a) The Ferguson Group International Sharesave Plan 2019 is amended to be renamed as the “Ferguson Enterprises Inc. International Sharesave Plan 2019,” (b) The Ferguson Group Long Term Incentive Plan 2019 is amended to be renamed as the “Ferguson Enterprises Inc. Long Term Incentive Plan 2019,” (c) The Ferguson Group Ordinary Share Plan 2019 is amended to be renamed as the “Ferguson Enterprises Inc. Ordinary Share Plan 2019” and (d) The Ferguson Group Performance Ordinary Share Plan 2019 is amended to be renamed as the “Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019” (ii) all references to Ferguson plc under each of the Assumed Employee Share Plans are deemed to refer to Ferguson Enterprises Inc. and (iii) all references to ordinary shares of Ferguson plc under each of the Assumed Employee Share Plans is to a share of Ferguson Enterprises Inc. common stock (or its cash equivalent) rather than an ordinary share of Ferguson plc (or its cash equivalent).

  125. Long Term Incentive Plan (LTIP) 2019

    Long Term Incentive Plan (LTIP) 2019 All associates of Ferguson, including our Executive Officers, were eligible to participate in the LTIP at the discretion of the Compensation Committee. As of the adoption of the Omnibus Plan, we do not intend to grant additional awards under the LTIP to such eligible participants. Awards under the LTIP entitle participants to acquire shares of common stock to the extent that specified performance targets have been satisfied over a three-year performance period. Dividend equivalents accrue either in cash or shares during the vesting period but are not paid until the underlying awards vest. Messrs. Murphy and Brundage hold conditional awards under the LTIP. Outstanding LTIP awards will vest on the third anniversary of the date of grant, to the extent that the performance condition has been satisfied, conditional on the participant remaining in employment (except in certain specified circumstances). Where it is impractical for legal or regulatory reasons to deliver shares of common stock following the vesting of an award, the Company may pay, or procure the payment of, an equivalent cash amount, subject to all necessary deductions. Awards will normally be forfeited if a participant leaves employment. However, if the employment ends by reason of injury, ill health, disability, redundancy, retirement, the sale of a participant’s employing company or the business in which he or she works or any other reason at the discretion of the Compensation Committee, awards will vest on the original vesting date to the extent the performance condition has been met at such date, unless our Compensation Committee determines that it should vest on the date of cessation to the extent that the performance condition has been met at such date. In the case of death, an award will vest immediately to the extent the performance condition has been met at such date. Vested awards will be subject to time prorating, unless the Compensation Committee determines otherwise. In the event of a change in control, any outstanding awards held by Executive Officers that are not assumed by the acquiring entity, will automatically vest pursuant to the terms of the Company’s Change in Control Policy based on achievement of the applicable performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the effective date of the change in control. In the event such performance forecast results in achievement below the target level of performance, a pro-rated portion of the award below the target level of performance will be forfeited and settled in a cash payment equal to the difference between (a) the pre-tax cash value of such award at target level of performance, less (b) the pre-tax cash value of such award computed using the performance forecasts available as of the effective date of the Change in Control. Awards granted in the form of an option will be automatically exercised provided that any exercise price payable by the participant on exercise is no more than the offer price or consideration.

  126. Omnibus Equity Incentive Plan (Omnibus Plan) 2023

    Omnibus Equity Incentive Plan (Omnibus Plan) 2023 The Omnibus Plan provides for the issuance of up to 6,750,000 shares of common stock, subject to the share recycling and adjustment provisions as provided under the Omnibus Plan. The purpose of the Omnibus Plan is to attract, retain and motivate qualified persons as associates, directors and consultants of Ferguson and its affiliates. The Omnibus Plan also provides a means through which such persons can acquire and maintain share ownership or awards, the value of which is tied to the performance of Ferguson, thereby aligning their interests with Company objectives and shareholder value. The Omnibus Plan provides for potential grants of the following awards to associates, Non-Employee Directors and consultants of Ferguson and its affiliates: (i) incentive stock options qualified as such under U.S. federal income tax laws, (ii) stock options that do not qualify as ISOs, (iii) stock appreciation rights (“SARs”), (iv) restricted stock awards, (v) restricted stock units, (vi) performance awards, (vii) awards of vested stock, (viii) dividend equivalent rights, (ix) other stock-based or cash awards; and (x) substitute awards ((i) – (x) collectively, “Awards”). The Ferguson Board has appointed the Compensation Committee as the committee that will administer the Omnibus Plan (the “Committee”). Unless otherwise limited by the Omnibus Plan or applicable law, the Committee has broad discretion to administer the Omnibus Plan, interpret its provisions and adopt policies for implementing the Omnibus Plan. This discretion includes the power to determine when and to whom Awards will be granted; decide how many Awards will be granted (measured in cash, common stock or as otherwise delegated); prescribe and interpret the terms and provisions of each Award agreement (the terms of which may vary); delegate duties under the Omnibus Plan; terminate, modify or amend the Omnibus Plan; and execute all other responsibilities permitted or required under the Omnibus Plan. Unless otherwise provided in the Change in Control Policy, an Award agreement or any applicable service agreement, change in control agreement, or similar agreement, the Committee has the discretion to make any of the following adjustments to Awards upon a change in control: (i) the assumption or substitution of outstanding Awards, (ii) the purchase of any outstanding awards in cash based on the applicable change in control price, (iii) the ability for participants to exercise any outstanding stock options, SARs or other stock-based awards upon the change in control (and if not exercised, such Awards will be terminated), (iv) the acceleration of vesting or exercisability of outstanding Awards if, within 24 months following the consummation of a change in control, a participant’s service is terminated by Ferguson for a reason other than for Cause or by the participant for Good Reason, as applicable (each capitalized term, as defined in the Omnibus Plan), with performance awards vesting at target level of performance if such termination occurs prior to the end of the applicable performance period; and/or (v) the acceleration of vesting or exercisability of outstanding Awards. The Board or the Committee may amend or terminate any Award or Award agreement or amend or terminate the Omnibus Plan at any time; however, shareholder approval will be required for any amendment to the extent necessary to comply with applicable law or exchange listing standards. The Committee does not have the authority, without the approval of shareholders, to amend any outstanding option or SAR to reduce its exercise price per share or take any other action that would be considered a repricing under the applicable exchange listing standards. Without the consent of an affected participant, no action by the Committee or the Ferguson Board to amend or terminate any Award, Award agreement or the Omnibus Plan, as applicable, may materially and adversely affect the rights of such participant under any previously granted and outstanding Award.

  127. Non-Qualified Deferred Compensation Arrangements

    Non-Qualified Deferred Compensation Arrangements Ferguson Enterprises, LLC (“FEL”) sponsors a non-qualified deferred compensation plan to help attract and retain U.S.-based executives and certain other senior associates: the Ferguson Enterprises, LLC Executive Retirement Plan III (“FERP III”). Each of the NEOs is a participant in this Plan. There are three different components under the FERP III: executive deferrals with a company match, standard annual Company contributions under the Supplemental Executive Retirement Plan (“SERP”), and additional discretionary Company contributions under the SERP.

  128. Other Executive Benefits and Perquisites

    | • | long-term disability coverage; |

  129. Other Executive Benefits and Perquisites

    | • | long-term care insurance (grandfathered benefit for certain executives); |

  130. Other Executive Benefits and Perquisites

    | • | non-qualified deferred compensation arrangements (as described in the section above); and |

  131. Employment Agreements

    Employment Agreements Ms. Long and Messrs. Murphy, Brundage, Graham and Thees and the other Executive Officers entered into employment agreements (with respect to the NEOs and as amended from time to time, the “Executive Employment Agreements”) with FEL, the terms of which are described below. Pursuant to the Executive Employment Agreements, each NEO is entitled to receive an annual base salary and a discretionary annual bonus. The NEOs are eligible to participate in the benefit programs offered to senior executives (including short- and long-term disability, healthcare coverage, and paid holidays) and the FERP III, SERP and 401(k) retirement savings plans, and any life insurance program offered to senior executives, as well as the Executive Physical Plan. Messrs. Murphy’s and Brundage’s Executive Employment Agreements entitle each to an aggregate discretionary Company contribution of 16% of annual base salary under the FERP III, SERP and 401(k) retirement savings plans. The NEOs are also entitled to a car allowance or use of a company car in accordance with Company policy. The NEOs are eligible to receive grants of shares and/or options under the Company Employee Share Plans as described in the “—Long-Term Equity-Based Incentive Program” section above. The Executive Employment Agreements are not for a fixed term, although each agreement is subject to immediate termination in the event of the applicable Executive Officer’s termination for Cause or resignation for Good Reason. The NEOs are permitted to terminate the applicable Executive Employment Agreement at any time for Good Reason or by providing 12 months’ prior written notice for Messrs. Murphy and Brundage and 6 months for Ms. Long and Messrs. Graham and Thees, in each case, without Good Reason. In the event of the NEO’s resignation without Good Reason, the Company may elect to provide notice leave in lieu of allowing the NEO to perform services during the notice period. In the event of a termination of employment due to death, the NEOs’ estates are entitled to receive a pro-rata bonus for the year of termination based on then-current projected Company performance to date for the number of days that the NEO was employed during the fiscal year (the “Pro-Rata Bonus”). In the event of a termination without Cause or resignation for Good Reason, subject to the Executive Officer’s timely execution of a general release of claims, the NEOs are entitled to receive their respective annual base salary (i.e., 12 months) in effect at the time of the notice of termination plus the Pro-Rata Bonus, and a lump sum cash payment for the cost of COBRA continuation coverage premiums for the Executive Officer and their dependents under the Company’s medical benefit plans for 12 months following termination. In the event of a change in control, the NEOs may also be eligible for the benefits and protections set forth in the Company’s Change in Control Policy, as may be in effect from time to time. The NEOs are also bound by certain confidentiality, intellectual property, and non-disparagement obligations, as well as non-competition, non-interference, non-hire and non-solicitation restrictions during employment and for 12 months following termination. For purposes of the Executive Employment Agreements, “Cause” is defined as an event that the Executive Officer: (a) commits or is guilty of any gross misconduct, gross incompetence, or any willful neglect in the discharge of Executive Officer’s duties; (b) commits or continues (after warning) any material breach of the Executive Officer’s employment agreement that amount to gross misconduct, gross incompetence or willful neglect in the discharge of Executive Officer’s duties; (c) fails to perform adequately the duties assigned to Executive Officer in the good faith opinion of the Chair of the Board for the Chief Executive Officer or the Chief Executive

  132. Employment Agreements

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  133. Employment Agreements

    Officer for the other Executive Officers; provided that the Chair of the Board or Chief Executive Officer, as applicable, has provided notice to the Executive Officer of such failure and an opportunity to cure such failure within 30 day of such notice if such failure is realistically capable of being cured within 30 days; (d) willfully fails to comply with any valid and legal directive of the Board; (e) materially violates the Company’s written policies and/or Code of Conduct, including but not limited to, violations related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (f) engages in any material act or acts of fraud, dishonesty, illegal behavior, or other conduct tending to bring the Executive Officer or the Company into disrepute; (g) commits any act of bankruptcy or takes advantage of any statute for the time being in force offering relief for insolvent debtors; or (h) is indicted for, convicted of, or pleads guilty or nolo contendere to any felony offence or other crime involving dishonesty, fraud or moral turpitude. For purposes of the Executive Employment Agreements, “Good Reason” is defined as the occurrence of one or more of the following, which is not cured within 30 days of written notice thereof and which is asserted within 90 days of the occurrence thereof: (a) the assignment to the Executive Officer of any duties inconsistent in any material adverse respect with Executive Officer’s duties or responsibilities as contemplated by Section 2 and 4 of the Executive Employment Agreement; (b) any reduction in Executive Officer’s Base Salary; (c) any other action by the Company that results in material diminishment in Executive Officer’s duties or responsibilities; provided that any change in the number of positions reporting to the Executive Officer as a result of a reduction in force shall not constitute “Good Reason”; (d) the Company’s failure to comply with any material provisions of the Executive Employment Agreement (e) any purported termination of the Executive Officer’s employment by the Company other than as permitted by the Executive Employment Agreement; or (f) a change in the Executive Officer’s reporting relationship that is not mutually agreed upon by the parties. Additionally, effective August 1, 2024, the Executive Employments Agreement for Messrs. Murphy and Brundage were amended to provide that if the Executive Officer is not nominated for re-election or is not re-elected to the Board, such event shall be deemed to be “Good Reason”. Ms. Long’s employment with the Company terminated effective July 31, 2024 upon her retirement from the Company. See the section entitled “—Potential Payments Upon Termination and Change in Control” for details about the compensation and benefits Ms. Long received in connection with her retirement.

  134. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements

  135. Change in Control Policy

    Change in Control Policy In July 2022, the Compensation Committee of the Ferguson plc Board (the “ Ferguson plc Compensation Committee”) approved a Change in Control Policy. In connection with the Merger, Ferguson Enterprises Inc. adopted a Change in Control Policy with substantially the same terms and conditions as Ferguson plc’s Change in Control Policy. Our NEOs and certain individuals designated by the Board as “Executive Officers” are eligible to participate in the Change in Control Policy. Pursuant to the Change in Control Policy, participants may be entitled to receive the following additional separation benefits upon an involuntary termination of employment in connection with a change in control or within the 24 months following the effective date of a change in control: (i) accelerated vesting of the unvested portion of any stock options, stock awards, restricted shares, or performance shares (with performance-based awards vesting based on achievement of performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the termination date), (ii) a lump sum cash payment equal to the sum of (x) the participant’s target annual bonus for the year of termination, prorated based on the number of days during the performance period that such participant was employed, divided by 365 days, and (y) three times (for the CEO) and two times (for all other participants) the sum of the participant’s base salary and target annual bonus for the year in which the termination date occurs (or, if no target has been set as of the termination date, the target annual cash incentive amount for the prior year), in each case, subject to the participant’s timely execution and non-revocation of a general release of claims in favor of the Company and continued compliance with all restrictive covenant obligations. Additionally, if the acquiring entity does not assume the Company’s existing share plans following the change in control, then the remaining unvested portion of any stock options, stock awards, restricted shares, or performance shares held by the participants will accelerate and vest (without any proration for time) immediately prior to the effective date of the change in control (with performance-based awards vesting based on achievement of performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the effective date of the change in control). In the event of a participant’s death after becoming eligible for separation benefits pursuant to the Change in Control Policy and executing a general release of claims in favor of the Company, the separation benefits for which such participant is eligible under the Change in Control Policy will be paid to the participant’s estate. In the event of a participant’s death after becoming eligible for separation benefits pursuant to the Change in Control Policy but before such participant has executed a general release of claims in favor of the Company, no separation benefits for which such participant would have otherwise been eligible will be paid to the participant’s estate unless the participant’s estate executes a comparable release for and on behalf of the participant’s estate. The Change in Control Policy was amended and restated by the Ferguson plc Compensation Committee in February 2024 to clarify that a transaction will not constitute a “Change in Control” under the policy if (x) Ferguson becomes a direct or indirect wholly owned subsidiary of a holding company and (y) the direct or indirect holders of the voting shares of such holding company immediately following that transaction are substantially the same as the holders of Ferguson’s voting shares immediately prior to that transaction. Therefore, the Merger did not constitute a “Change in Control” under the Change in Control Policy.

  136. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a tax deduction with respect to “excess parachute payments” to certain Executive Officers of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax penalty on the individual receiving the “excess parachute payment.” Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans or programs and other equity-based compensation. “Excess parachute payments” are parachute payments that exceed a threshold determined under Section 280G of the Internal Revenue Code based on an Executive Officer’s prior compensation. In approving compensation arrangements for our NEOs in the future, we expect that the Board will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Board may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility of Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. We do not provide for excise tax gross-ups to our Executive Officers and do not expect to do so in the future.

  137. Section 280G of the Internal Revenue Code

    | 64 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  138. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”) for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. We anticipate that the Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  139. Fiscal 2025 Executive Compensation Changes

    Fiscal 2025 Executive Compensation Changes Based on a review of compensation programs conducted by management and the Compensation Committee’s compensation consultant (Mercer), in September 2024, the Compensation Committee (and the Board for Messrs. Murphy and Brundage) approved overall changes to the pay structure for Messrs. Murphy, Brundage, Graham and Thees for fiscal year 2025 in order to provide pay opportunities that better align with U.S. benchmarking and market practices. In May 2024 we reviewed our peer group with Mercer, and the Compensation Committee approved the removal of five current peer group companies for fiscal 2025 (Univar Solutions Inc., Watsco, Inc., General Dynamics Corporation, Northrop Grumman Corporation and Wayfair Inc.), and identified five new peer group companies that better reflect our industry and business model (Honeywell International Inc., 3M Company, Eaton Corporation plc, Carrier Global Corporation and Trane Technologies plc). Changes to the peer group impacted our market position for fiscal year 2025. Based on a review of individual performance, the competitive market for talent, and overall value to the organization, the Compensation Committee approved the following changes needed to bring the pay for our named executive officers up to the target market position and align with peer practices: (i) increased base salary, (ii) increased target bonus opportunity and adjustments to the achievement levels, (iii) increased LTI opportunity, and (iv) the addition of stock options awards into the pay mix.

  140. Bonus Program Adjustments

    Bonus Program Adjustments Set forth below are the target bonus opportunity increases approved for fiscal year 2025.

  141. Bonus Program Adjustments

    | Named Executive Officer | Fiscal 2024 Target Bonus Opportunity (as % of Base Salary) | Fiscal 2025 Target Bonus Opportunity (as % of Base Salary) | | Kevin Murphy | 150% | 160% | | Bill Brundage | 95% | 100% | | Ian Graham | 75% | 75% | | Bill Thees | 75% | 75% |

  142. Bonus Program Adjustments

    In addition, while the Bonus Program metrics will remain the same with the same weighting (adjusted operating profit (70%), cash to cash days (20%) and ESG scorecard metrics (10%)), certain adjustments were approved with respect to the achievement levels applied: (i) for adjusted operating profit, the performance threshold was reduced from 92% of target to 90% of target and the maximum was increased from 108% of target to 110% of target; and (ii) for adjusted operating profit and cash to cash days, the threshold payout was changed from paying out 33% (CEO), 56% (CFO) and 60% for our other Executive Officers to 50% for all Executive Officers, target remains at 100% and maximum was changed from paying out 170% (CEO and CFO) and 140% (other Executive Officers) to 200% for all Executive Officers.

  143. LTI Design Adjustments

    LTI Design Adjustments Set forth below are the LTI opportunity increases approved for fiscal year 2025.

  144. LTI Design Adjustments

    | Named Executive Officer | Fiscal 2024 LTI Opportunity (% of Base Salary) | Fiscal 2025 LTI Opportunity (% of Base Salary) | | Kevin Murphy | 430% | 650% | | Bill Brundage | 300% | 350% | | Ian Graham | 180% | 190% | | Bill Thees | 180% | 190% |

  145. LTI Design Adjustments

    In addition, the long-term incentive design for fiscal 2025 will introduce stock options into the award mix for Executive Officers, with long-term incentive awards for each Executive Officer comprised of 50% PSUs, 30% RSUs and 20% stock options. The RSUs and stock options awarded have ratable vesting equally on the anniversary of the date of grant for three years, while the PSUs cliff vest on the three-year anniversary of the date of grant. Dividend equivalents will accrue in shares during the vesting period on the RSUs and PSUs for Executive Officers, but are not paid until the underlying awards vest. All PSUs granted for Executive Officers will vest subject to achievement of relative TSR, adjusted EPS growth (diluted) and ROCE metrics, each such metric having a weighting of 33.3%.

  146. LTI Design Adjustments

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  147. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the fiscal years indicated.

  148. 2024 Summary Compensation Table

    | Name (1) | Fiscal Year | Salary ($) (2) | Bonus ($) | Stock Awards ($) (3)(4) | Non-Equity Incentive Plan Compensation ($) (5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings (6) ($) | All Other Compensation ($) (7) | Total ($) | | Kevin Murphy | 2024 | 1,237,059 | — | 5,121,132 | 2,442,802 | — | 251,723 | 9,052,716 | | President & Chief Executive | 2023 | 1,194,278 | — | 2,520,730 | 1,457,800 | — | 267,963 | 5,440,771 | | Officer and Director | 2022 | 1,150,050 | — | 2,047,019 | 1,380,400 | — | 288,229 | 4,865,698 | | Bill Brundage | 2024 | 735,006 | — | 2,119,936 | 927,574 | — | 189,213 | 3,971,729 | | Chief Financial Officer and | 2023 | 690,839 | — | 939,465 | 608,922 | — | 189,399 | 2,428,621 | | Director | 2022 | 635,834 | — | 816,013 | 559,533 | — | 200,656 | 2,212,036 | | Ian Graham | 2024 | 625,267 | — | 1,080,455 | 553,334 | — | 257,754 | 2,516,810 | | Chief Legal Officer & Corporate Secretary | 2023 | 604,238 | — | 891,935 | 448,386 | — | 261,306 | 2,205,863 | | Sammie Long | 2024 | 623,909 | — | 1,078,400 | — | — | 790,718 | 2,493,027 | | Former Chief Human Resources Officer of Ferguson plc | 2023 | 604,209 | — | 889,033 | 448,364 | — | 265,080 | 2,206,686 | | Bill Thees | 2024 | 639,860 | — | 1,105,910 | 491,278 | — | 232,714 | 2,469,762 | | Senior Vice President | 2023 | 620,000 | — | 912,347 | 466,283 | — | 222,470 | 2,221,100 |

  149. 2024 Summary Compensation Table

    (1) Ms. Long retired from her position as Chief Human Resources Officer of Ferguson plc effective July 31, 2024. In connection with the Merger, the titles of Messrs. Murphy, Graham and Thees, respectively, were changed from Chief Executive Officer, Chief Legal Officer and Senior Vice President of Business and Sales to President & Chief Executive Officer, Chief Legal Officer & Corporate Secretary and Senior Vice President. (2) The salary received during a fiscal year reflects the actual earnings attributed to base salary during the year and may differ from an NEO’s annual base salary due to changes that typically occur in October of each year as discussed under the Base Salaries section. As a foreign private issuer in fiscal 2022, the Company was required to provide executive compensation disclosure on an individual basis only for Messrs. Murphy and Brundage in accordance with the requirements of Form 20-F. In fiscal 2023, the Company determined that it no longer qualified as a foreign private issuer effective August 1, 2023, and Ms. Long and Messrs. Graham and Thees became NEOs in fiscal 2023. (3) The amounts in this column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718 and using the assumptions discussed in Note 15, “Share-based compensation”, to our consolidated financial statements contained in our 2024 Form 10-K, of the LTIP, POSP, OSP, RSU and PSU awards granted in fiscal 2024, as described under the “Compensation Discussion and Analysis—Long-Term Equity-Based Incentive Program” section. (4) The grant date fair value of all performance shares awarded under LTIP and POSP and PSUs under the Omnibus Plan shown in the table are calculated based on Target performance achievement. The LTIP, POSP and PSU awards at Maximum performance achievement earned at the end of the three-year performance period, would be Mr. Murphy ($6,776,773), Mr. Brundage ($2,797,874), Mr. Graham ($1,512,859), Ms. Long ($1,510,013), and Mr. Thees ($1,548,431). (5) The amounts in this column reflect the annual short-term incentive awards for each fiscal year, which were paid out on October 11, 2024 for fiscal 2024, based on performance achievement described in more detail in the annual short-term incentive award section. (6) None of our NEOs recognized above market or preferential earnings on amounts deferred under non-qualified deferred compensation plans. (7) Amounts reported under All Other Compensation for fiscal 2024 includes: (i) annual value of leased vehicles and fuel for Ms. Long ($13,925) and Messrs. Murphy ($24,339), Brundage ($28,523) and Thees ($15,802), and the cash vehicle allowance and fuel for Mr. Graham ($15,300); (ii) the annual premiums paid by FEL for executive universal whole life insurance pursuant to the Ferguson Enterprises, LLC Executive Life Insurance Plan II (“FELIP”) for Messrs. Brundage ($19,726), Graham ($53,375) and Thees ($31,463) (this benefit was closed to new entrants in fiscal 2020 and replaced by term life insurance coverage); (iii) tax gross-ups on annual FELIP premiums paid by FEL for executive universal whole life insurance pursuant to the FELIP for Ms. Long ($37,665) and Messrs. Murphy ($19,812), Brundage ($16,202), Graham ($38,875) and Thees ($25,831); (iv) employer contributions to our 401(k) plan on behalf of each of Ms. Long ($12,075) and Messrs. Murphy ($12,075), Brundage ($12,075), Graham ($7,330) and Thees ($12,075); (v) FERP III matching contributions and the SERP contributions for fiscal 2024 for Ms. Long ($128,948) and Messrs. Murphy ($177,445), Brundage ($102,274), Graham ($129,015) and Thees ($130,168); (vi) vacation payout paid at the time of retirement for Ms. Long ($29,064) (vii) executive long-term disability; (viii) long-term care; (ix) executive physicals; (x) spousal travel; (xi) the cost associated with filing a U.K. tax return incurred as a result of attending the Company’s Board meetings in the U.K.; and (xii) the fiscal 2024 Bonus was paid to Ms. Long at full value ($552,132) because she was employed through the end of the fiscal year. The Bonus was paid on October 11, 2024 and reflected actual company performance.

  150. 2024 Summary Compensation Table

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  151. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for fiscal 2024 with respect to our NEOs.

  152. 2024 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: # of Shares of Stock Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name | Grant Date | Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Kevin Murphy | | | | | | | | | | | | Long Term Incentive Plan | 10/12/2023 | 9/20/2023 | — | — | — | 9,399 | 18,798 | 37,596 | — | 2,792,377 | | Omnibus Plan RSUs | 12/7/2023 | 11/28/2023 | — | — | — | | | | 9,699 | 1,732,823 | | Omnibus Plan PSUs | 12/7/2023 | 11/28/2023 | — | — | — | 1,917 | 3,834 | 7,669 | | 595,931 | | Annual Short-Term Incentive Award | — | — | 612,344 | 1,855,589 | 3,154,501 | — | — | — | — | | | Bill Brundage | | | | | | | | | | | | Long Term Incentive Plan | 10/12/2023 | 9/20/2023 | — | — | — | 4,709 | 9,417 | 18,835 | — | 1,398,863 | | Omnibus Plan RSUs | 12/7/2023 | 11/28/2023 | — | — | — | | | | 4,036 | 721,072 | | Annual Short-Term Incentive Award | — | — | 391,023 | 698,256 | 1,187,035 | — | — | — | — | | | Ian Graham | | | | | | | | | | | | Ordinary Share Plan | 10/12/2023 | 9/20/2023 | — | — | — | — | — | — | 2,050 | 324,105 | | Performance Ordinary Share Plan | 10/12/2023 | 9/20/2023 | — | — | — | 2,392 | 4,784 | 9,569 | — | 756,350 | | Annual Short-Term Incentive Award | — | — | 281,370 | 468,951 | 656,531 | — | — | — | — | | | Sammie Long | | | | | | | | | | | | Ordinary Share Plan | 10/12/2023 | 9/20/2023 | — | — | — | — | — | — | 2,046 | 323,473 | | Performance Ordinary Share Plan | 10/12/2023 | 9/20/2023 | — | — | — | 2,388 | 4,775 | 9,551 | — | 754,928 | | Annual Short-Term Incentive Award | — | — | 280,759 | 467,932 | 655,104 | — | — | — | — | | | Bill Thees | | | | | | | | | | | | Ordinary Share Plan | 10/12/2023 | 9/20/2023 | — | — | — | — | — | — | 2,098 | 331,694 | | Performance Ordinary Share Plan | 10/12/2023 | 9/20/2023 | — | — | — | 2,449 | 4,897 | 9,794 | — | 774,216 | | Annual Short-Term Incentive Award | — | — | 287,937 | 479,895 | 671,852 | — | — | — | — | |

  153. 2024 Grants of Plan-Based Awards

    (1) Amounts represent awards payable under our 2024 Bonus Program. See “Compensation Discussion and Analysis—Annual Short-Term Incentive Award Program” above for a description of our Bonus Program. Actual amounts paid under our fiscal 2024 Bonus Program are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Reflects the number of shares eligible to vest for the applicable level of performance for the fiscal 2024 grants of performance awards made pursuant to the LTIP, Omnibus Plan and POSP, the terms of which are summarized under “Compensation Discussion and Analysis—Long-Term Equity-Based Incentive Program.” (3) Reflects the fiscal 2024 grants of service-based awards made pursuant to the OSP and Omnibus Plan, the terms of which are summarized under “Compensation Discussion and Analysis—Long-Term Equity-Based Incentive Program.” (4) Represents the aggregate grant date fair value of the awards pursuant to FASB ASC Topic 718 as of the grant date based on the probable outcome of the applicable performance conditions and using the assumptions discussed in Note 15, “Share-based compensation”, to our consolidated financial statements contained in our 2024 Form 10-K.

  154. 2024 Grants of Plan-Based Awards

    | 68 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  155. Outstanding Equity Awards at 2024 Fiscal

    Outstanding Equity Awards at 2024 Fiscal

  156. Year-End

    | | | | Outstanding Equity Awards at Fiscal Year-End | | | | | | | | Stock Awards | | | | | Name | Grant Date | Vesting Date | Number of shares or units of stock that have not vested (#) (1) | Market value of shares or units of stock that have not vested ($) (1) (2 ) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (3 ) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (2)(3) | | Kevin Murphy | | | | | | | | FY22 Long Term Incentive Plan | 10/14/2021 | 10/14/2024 | — | — | 28,719 | 6,394,285 | | FY23 Long Term Incentive Plan | 10/13/2022 | 10/13/2025 | — | — | 27,446 | 6,110,852 | | FY24 Long Term Incentive Plan | 10/12/2023 | 10/12/2026 | | | 18,798 | 4,185,375 | | FY24 Omnibus Plan (PSUs) | 12/7/2023 | 10/12/2026 | | | 3,834 | 853,640 | | FY24 Omnibus Plan (RSUs) | 12/7/2023 | 10/12/2026 | 9,699 | 2,159,482 | | | | Bill Brundage | | | | | | | | FY22 Long Term Incentive Plan | 10/14/2021 | 10/14/2024 | — | — | 11,449 | 2,549,120 | | FY23 Long Term Incentive Plan | 10/13/2022 | 10/13/2025 | — | — | 10,229 | 2,277,487 | | FY24 Long Term Incentive Plan | 10/12/2023 | 10/12/2026 | | | 9,417 | 2,096,695 | | FY24 Omnibus Plan (RSUs) | 12/7/2023 | 10/12/2026 | 4,036 | 898,615 | | | | Ian Graham | | | | | | | | FY22 Ordinary Share Plan | 10/14/2021 | 10/14/2024 | 1,715 | 381,845 | — | — | | FY22 Performance Ordinary Share Plan | 10/14/2021 | 10/14/2024 | — | — | 8,005 | 1,782,313 | | FY23 Ordinary Share Plan | 10/13/2022 | 10/13/2025 | 2,674 | 595,366 | — | — | | FY23 Performance Ordinary Share Plan | 10/13/2022 | 10/13/2025 | — | — | 3,120 | 694,668 | | FY24 Ordinary Share Plan | 10/12/2023 | 10/12/2026 | 2,050 | 456,433 | | | | FY24 Performance Ordinary Share Plan | 10/12/2023 | 10/12/2026 | | | 4,784 | 1,065,158 | | Sammie Long | | | | | | | | FY22 Performance Ordinary Share Plan | 10/14/2021 | 10/14/2024 | — | — | 7,245 | 1,613,099 | | FY23 Performance Ordinary Share Plan | 10/13/2022 | 10/13/2025 | — | — | 1,814 | 403,887 | | FY24 Performance Ordinary Share Plan | 10/12/2023 | 10/12/2026 | — | — | 1,193 | 265,621 | | Bill Thees | | | | | | | | FY22 Ordinary Share Plan | 10/14/2021 | 10/14/2024 | 1,631 | 363,142 | — | — | | FY22 Performance Ordinary Share Plan | 10/14/2021 | 10/14/2024 | — | — | 7,612 | 1,694,812 | | FY23 Ordinary Share Plan | 10/13/2022 | 10/13/2025 | 2,735 | 608,948 | — | — | | FY23 Performance Ordinary Share Plan | 10/13/2022 | 10/13/2025 | — | — | 3,191 | 710,476 | | FY24 Ordinary Share Plan | 10/12/2023 | 10/12/2026 | 2,098 | 467,120 | | | | FY24 Performance Ordinary Share Plan | 10/12/2023 | 10/12/2026 | | | 4,897 | 1,090,317 |

  157. Option Exercises and Stock Vested in the 2024 Fiscal Year

    Option Exercises and Stock Vested in the 2024 Fiscal Year The following table sets forth certain information with respect to the vesting of stock awards during the fiscal year ended July 31, 2024, with respect to our NEOs.

  158. Option Exercises and Stock Vested in the 2024 Fiscal Year

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Kevin Murphy | 41,138 | 6,758,151 | | Bill Brundage | 15,618 | 2,790,312 | | Ian Graham | 12,000 | 1,971,360 | | Sammie Long | 15,702(3) | 2,790,590 | | Bill Thees | 9,673 | 1,589,080 |

  159. Option Exercises and Stock Vested in the 2024 Fiscal Year

    (1) The vesting of LTIP awards for Ms. Long and Messrs. Murphy and Graham occurred on October 16, 2023, and the vesting of the LTIP awards for Mr. Brundage occurred on December 7, 2023. Settlement of 1,370, 41,138, 15,618 and 1,360 shares in respect of these awards for Ms. Long and Messrs. Murphy, Brundage and Graham, respectively, occurred on October 16, 2023 (except for Mr. Brundage’s LTIP awards, which occurred on December 7, 2023). Mr. Murphy’s and Mr. Brundage’s vested LTIP award includes 3,238 and 1,289 shares of dividend equivalents, respectively, that vested when the underlying LTIP award vested. (2) Amounts reflect the market value of our shares of $164.28, $178.66 and $222.65 on the respective vesting dates (October 16, 2023, December 7, 2023 and July 31, 2024). (3) Includes 3,616 shares vested on July 31, 2024 upon Ms. Long’s retirement, pursuant to the terms of the OSP, as described above under “Compensation Discussion and Analysis—General Information on Share Plans”. These shares will be settled on February 3, 2025, pursuant to the terms of the OSP and in compliance with Section 409A of the Code.

  160. Option Exercises and Stock Vested in the 2024 Fiscal Year

    | 70 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  161. Option Exercises and Stock Vested in the 2024 Fiscal Year

    2024

  162. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control The following table sets forth quantitative estimates of the benefits that would have accrued to each of our NEOs if their employment had been terminated without cause on July 31, 2024. Amounts below reflect potential payments pursuant to the Executive Employment Agreements for such NEOs. For additional discussion of the potential benefits and payments due in connection with a change in control, please see “Compensation Discussion and Analysis—Severance and Change in Control Arrangements—Change in Control Policy,” “Compensation Discussion and Analysis—Executive Employment Agreements” and “Compensation Discussion and Analysis—Annual Short-Term Incentive Award Program” above.

  163. Potential Payments Upon Termination or a Change in Control

    | Name | Cash Severance Benefits ($) | Payment of Current Year Bonus (FY24) ($) | Accelerated Vesting of Equity Awards ($) | Other Cash ($) | Total ($) | | Kevin Murphy | | | | | | | Retirement (1) | — | — | — | — | — | | Death (2) | — | 1,855,589 | 12,360,926 | 1,750,000 | 15,966,515 | | Disability (3) | — | 2,442,802 | 2,335,232 | — | 4,778,034 | | Qualifying Termination (4) | 3,099,660 | 1,855,589 | 444,599 | 12,076 | 5,411,924 | | Change in Control w/out Qualifying Termination (LTI Assumed) (5) | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed) (6) | — | — | 19,573,399 | — | 19,573,399 | | Change in Control with Qualifying Termination (7) | 9,298,890 | 1,855,589 | 19,573,399 | 12,076 | 30,739,954 | | Bill Brundage | | | | | | | Retirement (1) | — | — | — | — | — | | Death (2) | — | 698,256 | 4,916,241 | 3,000,000 | 8,614,497 | | Disability (3) | — | 927,574 | 898,615 | — | 1,826,189 | | Qualifying Termination (4) | 1,440,262 | 698,256 | 185,009 | 17,846 | 2,341,373 | | Change in Control w/out Qualifying Termination (LTI Assumed) (5) | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed) (6) | — | — | 7,769,867 | — | 7,769,867 | | Change in Control with Qualifying Termination (7) | 2,880,523 | 698,256 | 7,769,867 | 17,846 | 11,366,492 | | Ian Graham | | | | | | | Retirement (1) | — | 553,334 | 811,429 | — | 1,364,763 | | Death (2) | — | 468,951 | 2,549,398 | 2,000,000 | 5,018,349 | | Disability (3) | — | 553,334 | 811,429 | — | 1,364,763 | | Qualifying Termination (4) | 1,097,266 | 468,951 | 811,429 | 10,200 | 2,387,846 | | Change in Control w/out Qualifying Termination (LTI Assumed) (5) | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed) (6) | — | — | 5,670,228 | — | 5,670,228 | | Change in Control with Qualifying Termination (7) | 2,194,532 | 468,951 | 5,670,228 | 10,200 | 8,343,911 | | Sammie Long | | | | | | | Retirement (1) | — | 552,132 | 805,548 | — | 1,357,680 | | Bill Thees | | | | | | | Retirement (1) | — | 491,278 | 804,880 | — | 1,296,158 | | Death (2) | — | 479,895 | 2,465,308 | 2,000,000 | 4,945,203 | | Disability (3) | — | 491,278 | 804,880 | — | 1,296,158 | | Qualifying Termination (4) | 1,122,926 | 479,895 | 804,880 | 12,078 | 2,419,779 | | Change in Control w/out Qualifying Termination (LTI Assumed) (5) | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed) (6) | — | — | 5,645,513 | — | 5,645,513 | | Change in Control with Qualifying Termination (7) | 2,245,852 | 479,895 | 5,645,513 | 12,078 | 8,383,338 |

  164. Potential Payments Upon Termination or a Change in Control

    | 72 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  165. Potential Payments Upon Termination or a Change in Control

    (1) Pursuant to the Company’s Retirement Policy relating to the Legacy Share Plans, our NEOs may retire at or after attaining age 55 and informing the Company of their intent to retire and not seek other employment. Upon retirement, our NEOs are entitled to receive a pro-rata Bonus for the year in which such retirement occurs, based on actual performance. Additionally, pursuant to the OSP, all outstanding OSP awards automatically vest with prorated vesting from and after the grant date. POSP and LTIP awards will vest on the original vesting date with prorated vesting from and after the grant date to the extent the performance condition has been met at such date, unless our Compensation Committee determines that it should vest on the date of cessation to the extent that the performance condition has been met at such date. As of her retirement on July 31, 2024, Ms. Long will retain $2,686,495 of pro-rated POSP awards. The fiscal 2022 POSP award is valued at maximum performance, while the fiscal 2023 and 2024 POSP awards are reflected at target. These awards are subject to the original performance conditions and vesting schedule outlined in the plan. (2) Pursuant to the Executive Employment Agreements, in the event of a termination of employment due to death, the NEOs are entitled to receive a pro-rata bonus for the year of termination based on then-current projected Company performance to date for the number of days that the NEO was employed during fiscal 2024 (the “Pro-Rata Bonus”). In the event of a termination of employment due to death, the NEOs’ LTIP and POSP awards would vest pro-rata based on actual performance at the date of death, the OSP awards would vest pro-rata at the date of death, the PSU awards would vest pro-rata based on target performance at the date of death and the RSU awards would vest in full at the date of death. In the event of a termination of employment due to death, the NEO would receive the Basic and/or Optional Life payout. Mr. Brundage, Mr. Graham and Mr. Thees would receive the legacy Ferguson Enterprises, LLC Executive Life Insurance Plan II (“FELIP”) value paid out. (3) Pursuant to the Executive Employment Agreements and consistent with our administrative practices for other associates, in the event of termination of employment due to disability, the NEOs are entitled to receive a pro-rata bonus for the year of termination based on the then-current forecasted performance. In the event of a termination of employment due to disability, the NEOs’ LTIP and POSP awards would vest pro-rata based on actual performance at the original vesting date, the OSP awards would vest pro-rata at the date of termination, the PSU awards would vest pro-rata based on target performance at the date of termination and the RSU awards would vest in full at the date of termination. (4) Pursuant to the Executive Employment Agreements, in the event of a termination without Cause or resignation for Good Reason (as defined in the Executive Employment Agreements), subject to the Executive Officer’s execution of a general release of claims, the NEOs are entitled to receive their respective annual base salary (i.e., 12 months) in effect at the time of the notice of termination plus the Pro-Rata Bonus (defined in FN 2 above), the NEOs and their dependents may be eligible for COBRA continuation coverage under the Company’s medical benefit plans for 12 months following termination and will be provided a lump sum payment by FEL that would equal the cost for such coverage. In the event of a termination without Cause or resignation for Good Reason (as defined in the Executive Employment Agreements), the NEOs’ LTIP and POSP awards would vest pro-rata based on actual performance at the original vesting date, the OSP awards would vest pro-rata at the date of termination, the PSU awards would vest pro-rata based on actual performance at the original vesting date and the RSU awards would vest pro-rata at the date of termination. (5) Reflects LTI awards are assumed upon a change in control. (6) Pursuant to the Company’s Change in Control Policy, in the event of a change in control, if the acquiring entity does not assume (or fully replace with an equivalent or better LTI award) a NEO’s outstanding equity awards following the change in control, then the remaining unvested portion of any stock options, stock awards, restricted shares or performance shares held by each of the NEOs will accelerate and vest (without any proration for time) immediately prior to the effective date of the change in control. Any such awards that are subject to performance-based vesting will vest based on achievement of the applicable performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the effective date of the change in control. In the Accelerated Vesting of Equity Awards column, the fiscal 2022 LTIP and POSP awards are assumed to vest at maximum performance, the fiscal 2023 LTIP awards are assumed to vest at target performance, the fiscal 2023 POSP awards are assumed to vest at threshold performance and the fiscal 2024 LTIP, POSP and PSU awards are assumed to vest at target performance. Pursuant to the Change in Control Policy, the default treatment would be to pay any excess amount between actual and target for performance awards in shares, but in the event payment in shares is prohibited by law, the excess portion will be paid in cash. (7) Pursuant to the Company’s Change in Control Policy, upon an involuntary termination of employment in connection with a change in control or within the 24 months following the effective date of a change in control, the NEOs are entitled to: (i) accelerated vesting of the unvested portion of any stock options, stock awards, restricted shares or performance shares, (ii) a lump sum cash payment equal to the sum of (x) the NEO’s target annual bonus for the year of termination, prorated based on the number of days during the performance period that such NEO was employed, divided by 365 days, and (y) three times (for the CEO) and two times (for all other NEOs) the sum of the NEO’s base salary and target annual bonus for the year in which the termination date occurs (or, if no target has been set as of the termination date, the target annual cash incentive amount for the prior year), in each case, subject to the NEO’s timely execution and non-revocation of a general release of claims in favor of the Company. The NEOs and their dependents may be eligible for COBRA continuation coverage under the Company’s medical benefit plans for 12 months following termination and will be provided a lump sum payment by FEL that would equal the cost for such coverage. Any such awards that are subject to performance-based vesting will vest based on achievement of the applicable performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the effective date of the change in control. In the Accelerated Vesting of Equity Awards column, the fiscal 2022 LTIP and POSP awards are assumed to vest at maximum performance, the fiscal 2023 LTIP awards are assumed to vest at target performance, the fiscal 2023 POSP awards are assumed to vest at threshold performance and the fiscal 2024 LTIP, POSP and PSU awards are assumed to vest at target performance. Pursuant to the Change in Control Policy, the default treatment would be to pay any excess amount between actual and target for performance awards in shares, but in the event payment in shares is prohibited by law, the excess portion will be paid in cash.

  166. Potential Payments Upon Termination or a Change in Control

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 73 |

  167. CEO Pay Ratio

    CEO Pay Ratio

  168. CEO Pay Ratio

    | | 131.7 to 1 | | For fiscal 2024, the ratio of our CEO’s Annual Total Compensation to the median associate’s Annual Total Compensation was | |

  169. CEO Pay Ratio

    To identify our median associate, we used the following methodology, material assumptions, adjustments and estimates:

  170. CEO Pay Ratio

    | • | As of May 1, 2024 (the “Determination Date”), we employed approximately 35,245 associates worldwide, including those employed on a full-time, part-time, seasonal or temporary basis, which includes 31,561 associates in the United States, 3,478 associates in Canada and 206 associates who reside outside of the United States and Canada. In calculating the pay ratio, we excluded, under the de minimis exception to the pay ratio rule, all of our 206 associates who reside outside of the United States and Canada (China (115), Switzerland (2), Taiwan (60), Thailand (4), Trinidad and Tobago (3), United Kingdom (10) and Vietnam (12)), or 0.58% of our total global workforce. |

  171. CEO Pay Ratio

    | • | We identified our median associate as of the Determination Date by comparing a consistently applied compensation measure consisting of salary, wages and distributions on carried interest and incentive fees, as reflected in our payroll records and as reported to the local tax authorities (the “Estimated Compensation”) for all associates, excluding our CEO, who were employed by us on the Determination Date. No cost-of-living adjustments were made. No associates were removed or annualized due to tenure. To ensure accuracy and stability, we expanded the range by selecting 50 associates above and 50 associates below the initially calculated median employee. From this population, we identified the employee closest to the median who has not had a job change (promotion/demotion) within the full fiscal year and has not experienced a significant year-over-year compensation variability due to variable compensation elements. For this determination, the actual median associate was identified to fit these criteria. |

  172. CEO Pay Ratio

    | • | For Canadian associates, we converted their Estimated Compensation to U.S. Dollars from the applicable local currency using the using the May 1, 2024 exchange rate. |

  173. CEO Pay Ratio

    | • | After identifying the median associate based on Estimated Compensation, we calculated Annual Total Compensation (as defined below) for that associate using the same methodology we used for our NEOs as set forth in the 2024 Summary Compensation Table on page 67. |

  174. CEO Pay Ratio

    | • | The Annual Total Compensation of our CEO was $9,052,716 and the Annual Total Compensation of our median associate, other than our CEO, was $68,722. |

  175. CEO Pay Ratio

    The SEC’s rules for identifying the median compensated associate and calculating the pay ratio based on that associate’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their associate populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different associate populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The above information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”) of our median associate and the Annual Total Compensation of our CEO has been provided as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K.

  176. CEO Pay Ratio

    | 74 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |

  177. Pay Versus Performance

    Pay Versus Performance 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 on July 31, 2021, July 31, 2022, July 31, 2023 and July 31, 2024.

  178. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment (7 ) Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($) (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 ($) (2)(4)(5 ) | Ferguson Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (6 ) | Net Income ($ in millions) | Adjusted Operating Profit ($ in millions) (7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 9,052,716 | 14,568,013 | 2,862,832 | 3,256,059 | 272.31 | 190.61 | 1,735 | 2,824 | | 2023 | 5,440,771 | 8,744,806 | 2,265,568 | 2,894,814 | 194.42 | 161.85 | 1,889 | 2,917 | | 2022 | 4,865,698 | 5,377,614 | 2,212,036 | 2,503,838 | 146.64 | 137.61 | 2,122 | 2,951 | | 2021 | 5,048,917 | 12,573,301 | 1,171,378 | 345,655 | 160.17 | 146.43 | 1,472 | 2,092 |

  179. Pay Versus Performance

    Notes: (1) The principal executive officer (“PEO”) is Kevin Murphy, who has remained the Chief Executive Officer for the duration of the disclosure period. (2) 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 2024 Summary Compensation Table (“SCT”) totals related to pension value for any of the years reflected in this table is not needed. (3) 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:

  180. Pay Versus Performance

    | | | 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 ($) | | 2024 | 9,052,716 | 5,121,132 | 7,121,232 | — | 3,414,384 | 100,814 | — | — | 14,568,013 | | 2023 | 5,440,771 | 2,520,730 | 3,947,882 | — | 2,331,881 | (454,998) | — | — | 8,744,806 | | 2022 | 4,865,698 | 2,047,019 | 3,494,039 | — | (1,138,890) | 203,786 | — | — | 5,377,614 | | 2021 | 5,048,917 | 1,986,339 | 5,307,895 | — | 3,867,497 | 335,331 | — | — | 12,573,301 |

  181. Pay Versus Performance

    (4) The non-PEO NEOs represent the following individuals for each of the years shown.

  182. Pay Versus Performance

    | • | 2024: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer; Sammie Long, former Chief Human Resources Officer of Ferguson plc; Bill Thees, Senior Vice President. |

  183. Pay Versus Performance

    | • | 2023: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer; Sammie Long, former Chief Human Resources Officer of Ferguson plc; Bill Thees, Senior Vice President. |

  184. Pay Versus Performance

    | • | 2022: Bill Brundage, Chief Financial Officer. |

  185. Pay Versus Performance

    | • | 2021: Bill Brundage, Chief Financial Officer; Mike Powell, former Group Chief Financial Officer of Ferguson plc. |

  186. Pay Versus Performance

    | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. | 75 |

  187. Pay Versus Performance

    (5) 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:

  188. Pay Versus Performance

    | | | Adjustments to SCT | | | | | | | | | Year | SCT 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 ($) | | 2024 | 2,862,832 | 1,346,175 | 1,261,209 | 28,444 | 480,865 | 32,584 | 63,700 | — | 3,256,059 | | 2023 | 2,265,568 | 908,195 | 998,610 | — | 778,288 | (239,457) | — | — | 2,894,814 | | 2022 | 2,212,036 | 816,013 | 1,392,846 | — | (356,654) | 71,623 | — | — | 2,503,838 | | 2021 | 1,171,378 | 363,394 | 1,003,318 | — | 574,938 | 180,745 | 2,221,330 | — | 345,655 |

  189. Pay Versus Performance

    (6) 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, 2020 in Company shares and the S&P 500 Index and that dividends were reinvested on the day prior to ex-dividend date. (7) 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 fiscal 2024 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.” The items listed below represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to Company performance for the fiscal year ended July 31, 2024:

  190. Pay Versus Performance

    | 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) |

  191. Pay Versus Performance

    Notes: (1) 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 our Compensation Discussion and Analysis within the section titled Long-Term Equity-Based Incentive Program. Each of these measures is a critical operational metric reported to shareholders. (2) See footnote (7) above for the definition of adjusted operating profit. (3) 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. (4) ROCE is defined as adjusted earnings before interest and taxes (“Adjusted EBIT”) divided by average capital employed. Adjusted EBIT is defined as operating profit from continuing operations excluding certain non-GAAP adjustments, as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information,” 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 average assets held for sale. See the section titled Reconciliations and Supplementary Information” for more information.

  192. Pay Versus Performance

    | 76 | 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. |