Andy Paisley
About Andy Paisley
Andy Paisley (age 57) is Ferguson’s Chief Digital & Information Officer (CDIO). He joined Ferguson in January 2023 as CIO and was elevated to CDIO in June 2023, where he oversees Digital Commerce, Digital Engineering, Digital Data, UX and Commerce Operations . Under his tenure as a named executive officer (NEO), Ferguson delivered FY2025 net sales of $30.8B (+3.8% YoY), adjusted operating profit of $2,842M (+$18M YoY), and adjusted diluted EPS of $9.94 (+2.6% YoY) . Long‑term incentives emphasize shareholder alignment via PSUs tied to relative TSR (vs. S&P 500 Industrials), adjusted EPS growth, and ROCE; FY2023 LTIP for senior leaders paid at 91% of target overall, with relative TSR at the 74.2nd percentile, while non-CEO/CFO LTI (POSP/OSP) was discretionarily aligned to 91% total payout to ensure equitable outcomes and retention .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dollar Tree, Inc. | Chief Information Officer | 2020–2022 | Aligned technology strategy with business strategy; improved digital experience for associates and customers . |
| Old Dominion Freight Line, Inc. | Chief Information Officer | 2017–2020 | Led IT strategy and execution at national LTL carrier . |
| Advance Auto Parts, Inc. | Chief Information Officer | 2014–2017 | Drove technology alignment and digital experience enhancements . |
External Roles
- No public company board roles or external directorships disclosed for Paisley .
Fixed Compensation
| Component | FY2025 Detail |
|---|---|
| Base salary (paid) | $645,750 |
| Base salary (annual rate change, effective 10/1/2024) | Increased to $649,000 |
| Target annual bonus | 75% of base salary |
| Bonus paid (Oct 2025 for FY2025) | $546,845 (113% of target) |
| “All Other Compensation” key items | Car allowance $13,200; 401(k) match $12,250; FERP III match $8,750; SERP discretionary $106,877; SERP mandatory $29,654; LTD $9,052 |
Performance Compensation
Annual Bonus (FY2025)
| Metric | Weight | Target | Actual | Notes/Payout |
|---|---|---|---|---|
| Adjusted Operating Profit (Company) | 70% | $2,780M | $2,842M | Above target |
| Cash‑to‑Cash Days | 20% | 63.9 days | 66.5 days | Between threshold and target |
| ESG Scorecard | 10% | Qualitative | Qualitative | Paid at 125% of target |
| Total bonus outcome (Paisley) | — | $484,313 target | $546,845 paid | 113% of target |
Notes: FY2025 bonus design weights: AOP 70%, Cash‑to‑Cash 20%, ESG 10%; threshold/maximum calibrations were modestly widened in FY2025 to align with U.S. market practices (e.g., threshold payout 50% for all execs; max 200%) .
Long‑Term Incentives (granted Oct 15, 2024; FY2025 cycle)
| Award type | # Granted | Vesting | Performance metrics / Terms |
|---|---|---|---|
| PSUs | 3,061 | Cliff vest 10/15/2027 | 33.3% TSR vs S&P 500 Industrials; 33.3% adjusted EPS growth (diluted); 33.3% ROCE |
| RSUs | 1,836 | 1/3 each on 10/15/2025, 10/15/2026, 10/15/2027 | Time‑based; dividend equivalents accrue and pay at vest |
| Stock Options | 3,918 | 1/3 each on 10/15/2025, 10/15/2026, 10/15/2027 | Strike $201.38; expire 10/15/2034 |
FY2025 LTI target value for Paisley: $1,232,910 (190% of base salary) . Standard FY2025 LTI mix for all NEOs: 50% PSUs, 30% RSUs, 20% stock options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (10/8/2025) | 7,988 shares (<1%) |
| Items countable within 60 days (disclosed for NEOs) | POSP: 4,064; OSP: 1,999; RSUs: 619; Stock Options: 1,306 (eligible to vest within 60 days of 10/8/2025) |
| Outstanding unvested awards (7/31/2025) | FY23 OSP 1,999 (vest 1/12/2026) $446,437; FY23 POSP 4,064 (vest 1/12/2026) $907,632; FY24 OSP 2,056 (vest 10/12/2026) $459,166; FY24 POSP 4,797 (vest 10/12/2026) $1,071,314; FY25 RSUs 1,857 (to 2027) $414,724; FY25 PSUs 3,100 (to 2027) $692,323; FY25 Options 3,918 (unexercisable; $201.38 strike; exp. 10/15/2034) |
| Stock ownership guidelines | NEOs: 3x base salary; exec officers must achieve within 5 years; NEOs have met or are on track |
| Hedging/Pledging | Hedging and pledging of Company shares prohibited |
Deferred compensation: FY2025 executive deferral $113,870; Company contributions $145,281; aggregate balance $412,106 (FERP III/SERP) .
Employment Terms
Key provisions (Employment Agreement signed Dec 7, 2022; amended Aug 1, 2024):
- Position/Location: Hired as CIO; based in Newport News, VA; serves on Executive Committee .
- Base/Bonus: Initial base salary $575,000 with annual review; discretionary annual bonus eligibility .
- Shareholding requirement under agreement: 200% of base salary (increases to 300% if becoming a NEO) separate from Company‑wide guidelines; Company‑wide NEO guideline now 3x base salary .
- Severance (non‑CIC): If terminated without Cause or resigns for Good Reason, 12 months’ base salary + pro‑rata bonus + lump‑sum COBRA for 12 months, subject to release .
- Change in Control: Eligibility under Company CIC Policy; equity treatment per plan/CIC policy .
- Restrictive covenants: 12‑month non‑compete (U.S./Canada), 12‑month non‑solicit/non‑interference, confidentiality, non‑disparagement; clawback policy applies .
Potential payments (as of FY2025 assumptions):
| Scenario (Paisley) | Cash Severance | Current‑Year Bonus | Accelerated Stock Awards | Accelerated Options | Other Cash | Total |
|---|---|---|---|---|---|---|
| Retirement | — | $546,845 | $2,297,933 | $157,827 | — | $3,002,605 |
| Death | — | $484,313 | $2,608,976 | $631,307 | $1,757,410 | $5,482,006 |
| Disability | — | $546,845 | $2,608,976 | $631,307 | — | $3,787,128 |
| Qualifying Termination (non‑CIC) | $648,900 | $484,313 | $2,297,933 | $157,827 | $7,410 | $3,596,383 |
| CIC (awards not assumed; no termination) | — | — | $4,126,022 | $631,307 | — | $4,757,329 |
| CIC with Qualifying Termination | $1,297,800 | $484,313 | $4,126,022 | $631,307 | $7,410 | $6,546,852 |
Clawback: Executive Compensation Clawback Policy effective Aug 1, 2024; applies to current/former executive officers .
Investment Implications
- Pay-for-performance alignment: High variable mix (bonus + PSUs/options) ties outcomes to AOP, working capital efficiency (cash‑to‑cash), ESG progress (to FY2025), and three‑year TSR/EPS/ROCE—supports shareholder alignment and capital discipline .
- Near‑term vesting overhang and potential selling pressure: Multiple legacy U.K. plan awards (FY23 OSP/POSP) vest 1/12/2026; FY24 OSP/POSP vest 10/12/2026; FY25 RSU/Option tranches begin 10/15/2025 with additional tranches through 2027; PSUs cliff in 2027. These create identifiable liquidity windows, albeit hedging/pledging is prohibited, and ownership guidelines require net retention until compliant .
- Retention risk mitigants: 12‑month non‑compete/non‑solicit, substantial unvested equity through 2027, and ownership guidelines increase the cost of departure; CIC terms provide continuity protections but are double‑trigger for acceleration if awards are assumed, aligning incentives through potential transactions .
- Governance and shareholder feedback: 2024 say‑on‑pay support of 89.1% indicates generally favorable shareholder sentiment on the compensation program; the Company aligned FY2023 non‑CEO/CFO LTI outcomes to 91% to avoid inequitable internal dispersion and support retention during challenging markets .
- Performance context: FY2025 delivered modest top‑line growth and resilient cash generation; PSU metrics (relative TSR/EPS/ROCE) and widened annual bonus calibrations for FY2025 reflect a balance between stretch and market realism, suggesting achievable yet performance‑sensitive payouts going forward .
Oversight/skills note: As CDIO, Paisley is a named senior IT leader in the Company’s cybersecurity risk oversight framework (Board/Audit receive periodic updates from CDIO/CISO), highlighting operational accountability in a key risk area relevant to valuation and downside protection .