Brian May
About Brian May
Brian May, age 61, has served as an independent non‑employee director of Ferguson Enterprises Inc. since January 2021. He is a qualified chartered accountant and an Audit Committee Financial Expert, with 27 years at Bunzl plc including 14 years as Group CFO, preceded by roles in treasury, internal audit, divisional finance leadership, and early career at KPMG . He currently serves on Ferguson’s Audit and Nominations & Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bunzl plc | Group Chief Financial Officer | 2006–2019 (14 years as CFO; 27 years at Bunzl) | Led global distribution/services finance; extensive treasury/internal audit and divisional finance experience |
| Bunzl plc | Divisional Finance Director (U.K., Europe & Australasia) | 9 years (part of 27‑year career) | Operational finance leadership across multiple regions |
| KPMG | Professional (early career) | Not disclosed | Audit/assurance training; foundational accounting credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Convatec Group Plc | Non‑Executive Director (Member) | Current (as of 2025 proxy) | Public company board experience; sector exposure |
| United Utilities Group PLC | Non‑Executive Director (Member) | 2012–2021 | Utilities governance oversight |
| Bunzl plc | Non‑Executive Director (Member) | 2006–2019 | Industry interlock with prior executive history |
Board Governance
- Committee assignments: Audit Committee (member) and Nominations & Governance Committee (member) .
- Chair roles: None; Audit Committee chaired by Suzanne Wood; Nominations & Governance chaired by Alan Murray .
- Independence: Board determined all non‑employee directors, including Brian May, are independent under NYSE and SEC rules; committee independence requirements met .
- Attendance and engagement: In FY2025, Board met 8 times; Audit 6; Compensation 7; Nominations & Governance 5. Each incumbent director attended at least 75% of meetings of the Board and committees on which they served .
- Executive sessions: Independent directors meet on a regularly scheduled basis in executive session; presided by independent Board Chair .
- Audit Committee Financial Expert: Board determined Brian May qualifies as an audit committee financial expert; all Audit members financially literate .
Fixed Compensation
| Component | FY2025 Annualized Terms | FY2025 Actual for Brian May | Notes |
|---|---|---|---|
| Non‑Employee Directors’ Base Fee (cash) | $130,000 | $126,946 | UK‑based director fees converted to USD; quarterly USD payments starting Dec 2024 |
| Committee Chair Fees (cash) | $28,500 (Audit/Comp/N&G) | $0 | Not a chair |
| Board Chair Fee (cash) | $250,000 | N/A | Not applicable |
| Other Compensation | N/A (structure) | $29,507 | UK travel allowance (pre‑Dec 2024) and $10,000 US tax prep allowance in Dec 2024 for UK‑based directors |
| Total Cash & Other | — | $156,453 ($126,946 cash + $29,507 other) | As reported for FY2025 |
Performance Compensation
| Equity Award | Grant Date | Grant Value (USD) | Instruments | Vesting | Outstanding Units (as of 7/31/2025) |
|---|---|---|---|---|---|
| Annual RSU (FY25 NED RSU Award) | Dec 11, 2024 | $179,930 | Restricted Stock Units | Time‑vest to next annual meeting; accrues dividend equivalents; UK‑based grants converted from USD to GBP at grant | 904 RSUs (Brian May) |
- Director equity structure and metrics: Non‑employee director grants are time‑based RSUs; no performance metrics (e.g., TSR, EBITDA) tied to director equity awards were disclosed .
Other Directorships & Interlocks
| Company | Relationship to Ferguson | Potential Interlock/Conflict Considerations |
|---|---|---|
| Convatec Group Plc | External public board | Board annually reviews independence; relationships considered were routine arm’s‑length transactions not requiring Item 404 disclosure; no related‑party transactions requiring disclosure noted for directors/committees . |
| United Utilities Group PLC | Former external public board | Historical role; no current transaction disclosures with Ferguson . |
| Bunzl plc | Former external public board | Historical role; Ferguson Board considered relevant relationships and affirmed director independence; no Item 404 transactions disclosed . |
Expertise & Qualifications
- Qualified chartered accountant with extensive CFO experience in distribution/services; deep operational finance and risk oversight expertise .
- Audit Committee Financial Expert; financially literate per NYSE standards .
- Industry and governance skills highlighted in Ferguson’s director matrix (Accounting/Finance/Capital Markets; Corporate Governance/Regulatory/Risk Management; Supply Chain/Distribution) .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Shares beneficially owned (Brian May) | 3,289 | As of Oct 8, 2025 |
| Shares outstanding (FERG) | 195,977,590 | As of Oct 8, 2025 |
| Ownership % | ~0.0017% (3,289 ÷ 195,977,590) | Derived from disclosed figures |
| Unvested RSUs outstanding | 904 RSUs | FY25 NED RSU cohort; vests at next annual meeting |
| Hedging/Pledging | Prohibited by policy | Applies across governance practices |
| Director stock ownership guideline | 4× base fee; 5 years to comply (from Aug 1, 2024 or appointment) | Must retain net shares until compliant; counts include beneficial and unvested time‑vest RSUs on net basis |
| Compliance status | All current Non‑Employee Directors have met or are on track to meet within timeframe | As disclosed |
Governance Assessment
- Independence and audit rigor: Strong. Brian May is an independent director and Audit Committee Financial Expert, serving on two key oversight committees (Audit; N&G). Audit responsibilities encompass financial reporting integrity, auditor oversight, internal controls, cybersecurity risk, and related‑party transaction approval—supporting investor confidence .
- Attendance/engagement: Board and committees met frequently in FY2025; each incumbent director met the ≥75% attendance threshold; independent director executive sessions further enhance board effectiveness .
- Compensation alignment: Director pay mix balances cash retainer with annual RSUs that time‑vest to the next annual meeting; ownership guidelines (4× base fee) and anti‑hedging/pledging policies strengthen alignment. Discontinuation of UK travel allowance and UK tax prep payments effective December 2024 reduces perquisite exposure; Brian May’s FY2025 “other compensation” reflects legacy transition items .
- Other board roles/interlocks: Current service at Convatec and prior at United Utilities and Bunzl add external perspective. The Board’s annual independence review considered commercial relationships; no Item 404 related‑party transactions disclosed for compensation committee members and no executive compensation interlocks identified, reducing conflict risk .
- Shareholder signals: Robust compensation governance practices (clawback, ownership guidelines, no hedging/pledging) and strong say‑on‑pay support in 2024 (89.1% “FOR”) indicate positive investor sentiment; while NEO policies, they reflect an overall governance posture supportive of alignment and accountability .
RED FLAGS: None disclosed related to Brian May. No attendance shortfall; no Item 404 related‑party transactions; no hedging/pledging; director equity is time‑vest without repricing; no meeting fees or severance noted for directors .