Bill Brundage
About Bill Brundage
Chief Financial Officer and Director of Ferguson Enterprises Inc. since November 2020; age 49. Prior roles include CFO of Ferguson’s U.S. operating subsidiary (FEL) since 2017, SVP Finance (2016–2017), VP Finance (2008–2016), Corporate Controller (circa 2005–2008), and Finance Manager after joining in 2003; earlier five years at PwC in the U.S. . Ferguson delivered FY2025 net sales of $30.8B, adjusted operating profit of $2,842M, and adjusted diluted EPS of $9.94; a $100 investment in FY2020 would have grown to $278 by FY2025, evidencing strong TSR through his executive tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ferguson Enterprises Inc. | Chief Financial Officer and Director | Nov 2020–present | Executive director overseeing finance; provides “business acumen and deep industry knowledge” to the Board . |
| Ferguson Enterprises, LLC (FEL) | Chief Financial Officer | 2017–present | Led U.S. finance through scale growth and U.S. listing transition period . |
| Ferguson Enterprises, LLC (FEL) | SVP Finance | 2016–2017 | Senior finance leadership . |
| Ferguson Enterprises, LLC (FEL) | VP Finance | 2008–2016 | Division/enterprise finance leadership . |
| Ferguson Enterprises, LLC (FEL) | Corporate Controller | ~2005–2008 | Corporate accounting and controls . |
| Ferguson Enterprises, LLC (FEL) | Manager of Finance | 2003–~2005 | Joined company; early finance leadership track . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PricewaterhouseCoopers (PwC), U.S. | Auditor/Consultant | ~5 years (pre-2003) | Early career in audit; foundational technical training . |
| Public company boards | None | — | No other public company directorships disclosed . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary ($) | 690,839 | 735,006 | 819,299 |
| Stated annual base (policy change) | — | — | Base increased from $742,000 to $835,000 effective Oct 1, 2024 |
| Target annual bonus (% of salary) | — | 95% | 100% |
| Bonus max (% of target) | — | 170% | 200% |
Notes:
- Executives are U.S.-market aligned; 2025 changes increased CFO base and STI targets to market .
- Executive directors receive no additional director compensation for Board service .
Performance Compensation
Annual Bonus Design and Outcomes (FY2025)
| Element | Weight | Threshold | Target | Maximum | FY2025 Actual | Payout Treatment |
|---|---|---|---|---|---|---|
| Adjusted Operating Profit | 70% | $2,502M | $2,780M | $3,058M | $2,842M | Above target performance; formulaic outcome confirmed . |
| Cash-to-Cash Days | 20% | 68.9 | 63.9 | 58.9 | 66.5 | Above threshold but below target |
| ESG Scorecard | 10% | Qualitative | — | — | — | Committee assessed at 125% of target |
| CFO Target (% salary) | — | — | 100% | 200% | — | — |
| CFO Actual Bonus ($) | — | — | $819,299 (target) | — | $925,083 | 113% of target |
Program notes:
- FY2025 bonus thresholds and caps were adjusted (AOP threshold from 92%→90% of target; max from 108%→110%; uniform 50% threshold payout; 200% max for all execs) .
- CFO’s 2025 actual payout was 113% of target based on performance mix above .
Long-Term Incentive (LTI) Structure and Grants (FY2025)
| Feature | Detail |
|---|---|
| Target LTI opportunity | 350% of base salary ($2,921,648) |
| Instrument mix | 50% PSUs, 30% RSUs, 20% stock options (SOs) |
| PSU metrics/weights | Relative TSR vs S&P 500 Industrials (33.3%), Adjusted EPS growth (33.3%), ROCE (33.3%); 3-year cliff vest (granted 10/15/2024; vest 10/15/2027) |
| RSU/SO vesting | 3 equal annual installments starting 10/15/2025 |
| FY2025 CFO grants | PSUs: 7,254; RSUs: 4,352; SOs: 9,286 @ $201.38 strike (grant 10/15/2024) |
Historic LTI performance realization (context):
- FY2022 LTIP (for CEO/CFO) vested slightly below max with very strong goal attainment (Relative TSR at 88th percentile; Adjusted EPS growth 43.6%; 3-yr CFFO $8,266M above max); CFO shares vested: 11,928 (incl. 712 dividend equivalents) on 10/14/2024 .
- FY2023 LTIP (CEO/CFO) achieved 91% of target; CFO shares vested 9,938 (incl. 630 dividend equivalents) on 10/13/2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 56,280 shares; <1% of outstanding |
| Outstanding unvested (7/31/2025) | RSUs: 4,406 ($983,992); PSUs: 7,350 ($1,641,476 at target); Options: 9,286 unexercisable (strike $201.38; opt. exp. 10/15/2034) |
| Reference market price | $223.33 per share on 7/31/2025 |
| Executive stock ownership guideline | CFO: 3.0x base salary; all current NEOs “met or are on track” |
| Hedging/pledging | Prohibited for directors/officers; no pledging of Company stock allowed |
| Near-term vesting catalysts | FY2025 RSUs/SOs first tranche on 10/15/2025; FY2024 RSUs on 10/12/2026; PSUs (FY2025 grant) cliff vest 10/15/2027 |
Employment Terms
| Clause | CFO Summary (as disclosed) |
|---|---|
| Agreement scope | Annual base salary and discretionary bonus; eligible for equity awards; benefits and non-qualified deferral plans |
| Non-compete / Non-solicit | During employment and 12 months post-termination |
| Termination without Cause / Good Reason | 12 months’ base salary + pro-rata bonus + lump-sum COBRA premium for 12 months; equity vests pro-rata per plan (timing and performance per plan specifics) |
| Good Reason (amended) | Includes if not nominated for re-election or not re-elected to the Board (effective 8/1/2024) |
| Change-in-Control (CIC) policy | Double-trigger; if terminated in connection with CIC or within 24 months: equity accelerates (performance-based at forecast), cash = 2x (CFO) salary+target bonus + pro-rated current-year bonus + COBRA premium lump-sum; if awards not assumed at CIC, unvested equity accelerates at target/forecast immediately prior to CIC |
Potential payments if event occurred on 7/31/2025 (illustrative):
- Qualifying termination (no CIC): $6,509,064 total (includes $834,757 cash severance; $819,299 bonus; equity accelerations as shown; $374,063 options; $12,269 other cash) .
- CIC with qualifying termination: $12,152,007 total (includes $1,669,514 cash severance multiple; $819,299 bonus; equity accelerations; $1,496,253 options; $12,269 other cash) .
Other alignment and protections:
- Comprehensive clawback policy effective Aug 1, 2024 (mandatory recoupment upon restatement; discretionary recoupment for misconduct) .
- Anti-hedging/anti-pledging in Insider Trading Policy; pre-clearance required; 10b5-1 compliance noted .
- Deferred compensation: Company contributions (SERP/match) of $109,818 in FY2025; aggregate balance $3,762,525 . Fixed total retirement benefit of 16% of base for CEO/CFO discontinued prospectively in May 2025; CFO now participates at standard VP-and-above rates .
Board Governance and Director Service
- Role and independence: Executive Director (CFO); not independent; no Board committee roles .
- Board structure: Independent Chair (Geoff Drabble); all three committees (Audit, Compensation, Nominations & Governance) are composed solely of independent directors .
- Attendance: Each incumbent director attended at least 75% of Board/committee meetings in FY2025 .
- Director compensation: Executive Directors receive no director fees; NED retainers and equity apply only to non-employee directors .
Dual-role implications:
- CFO serving on the Board adds management insight but is a non-independent director; independence mitigants include independent Chair and fully independent key committees .
Director Compensation (as Director)
- Executive Directors (including CFO) do not receive Board retainers or equity as directors; they are compensated solely as executives .
Compensation Structure Analysis
- Pay mix: Approximately 82% of CFO compensation is variable/performance-contingent (Company discloses 82% for CFO) .
- Shift to U.S. market practice: FY2025 LTI mix set to 70% performance-based (PSUs + options) and 30% time-based (RSUs) across all executives, aligning CFO/CEO mix with peers .
- Bonus calibration: Increased maximum to 200% of target and lowered AOP threshold to 90% to align with market; CFO target increased to 100% of salary .
- LTI metrics emphasize shareholder value (relative TSR), profitability/discipline (Adjusted EPS growth, ROCE) with equal weighting .
- Governance watchpoint: FY2023 non-CEO/CFO POSP awards were discretionarily certified at 87% (vs 0% formulaic) so total non-CEO/CFO LTI matched CEO/CFO LTIP payout (91%); rationale: equity among participants and retention; not applicable to CFO but relevant for program governance .
Performance & Track Record
- FY2025 performance: Net sales $30.8B; Adjusted operating profit $2,842M; Adjusted diluted EPS $9.94 .
- TSR context: Value of $100 investment rose to $278 over FY2020–FY2025; peer S&P 500 Industrials at $230 in same period .
- LTI outcomes: FY2022 LTIP vested slightly below max; FY2023 LTIP achieved 91%—demonstrating multi-year performance alignment under CEO/CFO plan metrics .
Compensation Peer Group (FY2025 and Transition)
- FY2025 peer group includes 3M, AutoZone, Carrier, CDW, Cummins, Eaton, Fastenal, Genuine Parts, Honeywell, ITW, Johnson Controls, O’Reilly, PACCAR, Parker-Hannifin, Stanley Black & Decker, Trane, United Rentals, W.W. Grainger .
- Transition period (Aug–Dec 2025) revised peer group swaps in Builders FirstSource, Home Depot, Lowe’s, Sherwin-Williams; target total direct compensation calibrated within ±15% of median .
- 2024 say-on-pay approval: 89.1% support; 2024 say-on-frequency: 98.5% for annual votes .
Perquisites and Other Benefits
- Aircraft personal use program authorized May 2025 (20 hours CFO annually); FY2025 imputed value $8,084 .
- Executive benefits include life insurance (legacy plan), car allowance, executive physical, financial/tax planning; non-qualified deferral with company match/SERP .
Equity Vesting Schedules and Potential Selling Pressure
| Award | Grant date | Vesting detail | Key date(s) |
|---|---|---|---|
| FY2025 RSUs/SOs | 10/15/2024 | 1/3 annually over 3 years | First tranche vests 10/15/2025 |
| FY2025 PSUs | 10/15/2024 | 3-year cliff (TSR/EPS/ROCE) | 10/15/2027 |
| FY2024 RSUs | 12/07/2023 | Vests 3 years from grant (single vest) | 10/12/2026 (per table) |
| FY2023 LTIP | 10/13/2022 | 3-year performance period; vested | 10/13/2025 (vested) |
Note: Company prohibits hedging and pledging, reducing risk of forced selling; pre-clearance/blackout controls apply .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay support: 89.1%; cadence of ongoing shareholder engagement led by CEO, CFO, and IR; Board/Committee reviews and responds to feedback .
Compensation Committee and Advisors
- Committee is fully independent; engages Meridian (current), with prior work by Mercer and Ellason; independence assessments found no conflicts .
Investment Implications
- Alignment: High variable pay (82%) and 70% performance-based LTI (TSR, EPS growth, ROCE) tie CFO pay to value creation; anti-hedging/anti-pledging and ownership guidelines (3x salary) further align incentives .
- Retention/transition risk: Severance is modest (1x salary + pro-rata bonus) but CIC protection (2x salary+bonus, double-trigger) mitigates risk in strategic events; Good Reason includes loss of Board seat, slightly elevating negotiation leverage in governance transitions .
- Near-term supply: Multiple scheduled vests (10/15/2025, 10/12/2026) create potential trading windows; however, policy constraints (no hedging/pledging; blackout pre-clearance) and executive ownership targets temper indiscriminate selling risk .
- Governance quality: Independent Chair; fully independent committees; executive director status (CFO on Board) is balanced by independence structures; no director pay for executives avoids compensation stacking .
- Program watchpoint: FY2023 discretionary POSP certification (non-CEO/CFO cohorts) shows committee willingness to use discretion for internal equity/retention; monitor future use of discretion for pay outcomes vs. performance .