Bill Thees
About Bill Thees
Bill Thees, age 58, is Chief Operating Officer of Ferguson Enterprises Inc. (FERG), appointed effective February 1, 2025 after serving as Senior Vice President; he began his Ferguson career in 1990 and has led key operations including Waterworks and Business & Sales, providing deep operating and supply chain credentials for a $30.8B revenue distributor . Ferguson’s executive compensation program ties long-term incentives to relative TSR, adjusted EPS growth (diluted), and ROCE, with annual incentives focused on adjusted operating profit, cash-to-cash days, and ESG metrics—directly linking his pay to shareholder value and operational execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ferguson | Chief Operating Officer | Feb 2025–present | Expanded oversight to include supply chain and facilities; enterprise-wide operations leadership . |
| Ferguson | Senior Vice President | Aug 2024–Feb 2025 | Executive leadership bridging to COO role . |
| Ferguson | Senior Vice President, Business & Sales | Aug 2018–Jul 2024 | Drove commercial execution across sales organizations . |
| Ferguson | Vice President, Waterworks | 2009–2018 | Led nationwide Waterworks business growth and profitability . |
| Ferguson | Waterworks Business Leader (pre-VP) | 2007–2009 | Built and scaled Waterworks platform . |
| Ferguson | Branch/GM/District roles; trainee entry | 1990–2007 | Ground-up operating and P&L leadership across branches and districts . |
External Roles
- No external public company directorships or outside roles disclosed in the 10-K executive officer biographies or 2025 proxy .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 620,000 | 639,860 | 685,446 |
| Non-Equity Incentive Plan Compensation (annual bonus paid) | 466,283 | 491,278 | 542,900 |
| Stock Awards (grant-date fair value) | 912,347 | 1,105,910 | 1,007,597 |
| Option Awards (grant-date fair value) | — | — | 248,800 |
| All Other Compensation | 222,470 | 232,714 | 219,957 |
| Total | 2,221,100 | 2,469,762 | 2,704,700 |
Additional fixed/near-term changes (Transition Period: Aug 1–Dec 31, 2025, annualized):
- COO base salary: $786,500; Target STI: 100% of base; Target LTI: $1,750,000 .
2025 “All Other Compensation” components (illustrative items shown):
| Component (FY 2025) | Amount (USD) |
|---|---|
| Vehicle allowance and fuel | 18,820 |
| Executive universal whole life insurance (FELIP) | 31,463 |
| 401(k) company match | 12,250 |
| FERP III matching contributions | 11,252 |
| SERP (Discretionary) | 101,802 |
| SERP (Mandatory) | 27,795 |
| Executive long-term disability | 9,369 |
| Long Term Care | 3,206 |
| Executive Physical | 4,000 |
Performance Compensation
Annual Short-Term Incentive (STI) Design
- Metrics and weights (unchanged from FY2024 to FY2025): Adjusted operating profit (70%), Cash-to-cash days (20%), ESG scorecard (10%); threshold level eased to 90% of target (from 92%), maximum increased to 110% (from 108%); threshold payout standardized to 50% across executives; maximum payout standardized to 200% for all .
- FY2025 Thees STI target as % of salary: 75% .
- FY2025 plan-based STI opportunity for Thees: Threshold $257,042; Target $514,085; Maximum $1,028,170 .
| STI (FY 2025) | Threshold ($) | Target ($) | Max ($) |
|---|---|---|---|
| Bill Thees | 257,042 | 514,085 | 1,028,170 |
Transition Period (Aug–Dec 2025): STI metric simplified to adjusted operating profit (100%), with achievement thresholds 85%/100%/110%; COO STI target increased to 100% of base .
Long-Term Incentives (LTI) – Design, Metrics, and FY2025 Grants
- FY2025 LTI mix for executive officers: 50% PSUs, 20% Stock Options (SOs), 30% RSUs; RSUs/SOs vest in three equal annual installments starting one year after grant; PSUs cliff-vest at three years .
- FY2025 PSU metrics: equally weighted Relative TSR (vs S&P 500 Industrials), Adjusted EPS Growth (diluted), and ROCE; PSUs vest on Oct 15, 2027 (goals disclosed after performance period) .
FY2025 equity grants to Thees (grant date Oct 15, 2024):
| Award Type | Grant Date | Shares/Units (#) | Exercise Price ($) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Stock Options | 10/15/2024 | 4,000 | 201.38 | 248,800 | 1/3 annually over 3 years starting 10/15/2025 . |
| RSUs | 10/15/2024 | 1,874 | — | 374,969 | 1/3 annually over 3 years starting 10/15/2025 . |
| PSUs (Target) | 10/15/2024 | 3,124 | — | 632,628 | Cliff vest on 10/15/2027 subject to TSR, EPS growth, ROCE . |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
- Beneficial ownership (as of Oct 8, 2025): 35,772 shares; <1% of outstanding shares (195,977,590) .
- Executive stock ownership guidelines: Other Named Executive Officers at 3.0x base salary; all current NEOs have met or are on track to meet guidelines .
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging of Company shares .
Outstanding Awards and Near-Term Vesting (as of July 31, 2025)
| Plan/Award | Grant Date | Status as of 7/31/25 | Unexercised/Unvested (#) | Notes |
|---|---|---|---|---|
| FY25 SOs | 10/15/2024 | Unexercisable | 4,000 | $201.38 strike; 10/15/2034 expiry . |
| FY25 PSUs | 10/15/2024 | Unearned | 3,163 | Cliff vest 10/15/2027 per metrics . |
| FY24 POSP (legacy) | 10/12/2023 | Performance unearned | 4,897 | Legacy plan performance-based units . |
| FY24 OSP (legacy) | 10/12/2023 | Unvested | 2,098 | Time-based legacy awards . |
| FY23 POSP (legacy) | 10/13/2022 | Unvested | 5,559 | Performance-based legacy awards . |
| FY23 OSP (legacy) | 10/13/2022 | Unvested | 2,735 | Time-based legacy awards . |
Vesting/realizations in FY2025:
- Shares acquired on vesting: 9,243; value realized on vesting: $1,836,030; no options exercised by Thees in FY2025 .
Employment Terms
Role and Contract Status
- Appointment: Title changed from SVP to Chief Operating Officer effective February 1, 2025; employment agreement amendment to reflect title change; no other changes contemplated at that time .
- Corporate reorganization amendment: Executive employment agreements updated to reflect successor issuer (Ferguson Enterprises Inc.) effective August 1, 2024; amendment applies to William Thees among others .
Severance, Change-in-Control (CIC), and Clawback
- Without cause/Good Reason (Executive Employment Agreements): 12 months’ base salary + pro-rata bonus; 12 months COBRA-equivalent lump sum; pro-rata vesting by plan (LTIP/POSP at actual on original vest date; OSP at termination; PSU at actual on original vest date; RSU/SO pro-rata at termination) .
- CIC policy (effective Aug 1, 2024): If involuntary termination in connection with CIC or within 24 months post-CIC: accelerated vesting of unvested equity; lump sum equal to pro-rata target bonus + 2x (for NEOs other than CEO) base salary plus target bonus; CEO at 3x; no excise tax gross-up .
- If awards not assumed in a CIC: remaining unvested equity accelerates at CIC effective date; performance-based awards vest based on good faith assessment of performance forecasts .
- Clawback: Executive Compensation Clawback Policy adopted August 1, 2024, complying with SEC/NYSE standards; allows recoupment for restatements and certain misconduct .
Quantified potential payments for Bill Thees (as of FY2025):
| Termination Scenario | Cash Severance ($) | Pro-Rata Bonus ($) | Accelerated Stock Awards ($) | Accelerated Option Awards ($) | Other Cash ($) | Total ($) |
|---|---|---|---|---|---|---|
| Retirement | — | 542,900 | 2,891,742 | 161,130 | — | 3,595,772 |
| Death | — | 514,085 | 3,209,150 | 644,520 | 2,012,269 | 6,380,024 |
| Disability | — | 542,900 | 3,209,150 | 644,520 | — | 4,396,570 |
| Qualifying Termination (no CIC) | 715,000 | 514,085 | 2,891,742 | 161,130 | 12,269 | 4,294,226 |
| CIC without Qualifying Termination (LTI not assumed) | — | — | 4,728,119 | 644,520 | — | 5,372,639 |
| CIC with Qualifying Termination | 1,430,000 | 514,085 | 4,728,119 | 644,520 | 12,269 | 7,328,993 |
Investment Implications
- Pay-for-performance alignment: Thees’ variable pay weight is high (PSUs, options, RSUs) with PSU metrics directly tied to shareholder value drivers (relative TSR, EPS growth, ROCE) and STI focused on profitability and cash efficiency, indicating strong alignment with investors’ priorities .
- Retention and selling pressure: Significant unvested equity (legacy OSP/POSP and FY2025 grants) plus RSU/SO three-year schedules create ongoing retention hooks; FY2025 showed vesting but no option exercises for Thees, while FY2025 RSU/SO tranches begin vesting annually from Oct 15, 2025, a cadence that can create periodic supply but also strengthens retention through continued unvested balances .
- Governance risk mitigants: No hedging/pledging; comprehensive clawback; double-trigger CIC for assumed awards; no tax gross-ups; robust ownership guidelines (3x salary for NEOs) with management on track, lowering governance red flags .
- Change-in-control economics: For a qualifying termination in a CIC, Thees’ multiple is 2x base+target bonus plus equity acceleration and pro-rata bonus, which is standard among U.S. mid-to-large cap peers and not excessive; policy clarity reduces uncertainty in downside scenarios .
- Execution focus and risk: Expanded COO remit to include supply chain and facilities elevates his impact on service levels, working capital (cash-to-cash days), and cost-to-serve—the very areas embedded in STI metrics; success here is pivotal to value creation, but concentration of operational accountability heightens key-man execution risk .
Additional Governance Context
- Compensation Committee independence and advisors: Fully independent committee; engaged Meridian as sole consultant (post-Sep 2024) with prior Mercer/Ellason support; no consultant conflicts found .
- Shareholder support: Say-on-pay support of ~89.1% at 2024 meeting; continuing annual say-on-pay recommended for 2025 .