Cathy Halligan
About Cathy Halligan
Independent director at Ferguson Enterprises Inc. (FERG) since January 2019; age 62. Senior marketing and e-commerce executive background, including CMO of Walmart.com (2005–2010) and SVP Sales & Marketing at PowerReviews (2010–2012), with prior executive roles at Blue Nile, Williams-Sonoma, and Gymboree. Current public company directorships include Driven Brands Holdings, Inc., JELD‑WEN Holding, Inc., and Ulta Beauty, Inc.; former director at FLIR Systems, Inc. (2014–2021). Committee assignments at FERG: Audit Committee and Compensation Committee (member, not chair).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PowerReviews | SVP Sales & Marketing | 2010–2012 | Led sales/marketing for SaaS social commerce solution |
| Walmart.com | Chief Marketing Officer | 2005–2010 | Led digital marketing and e‑commerce strategy |
| Blue Nile | Executive roles | Not disclosed | Digital commerce leadership |
| Williams‑Sonoma | Executive roles | Not disclosed | Multi‑channel retail/e‑commerce |
| Gymboree | Executive roles | Not disclosed | Retail marketing/e‑commerce |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Driven Brands Holdings, Inc. | Director | Current | Public company board service |
| JELD‑WEN Holding, Inc. | Director | Current | Public company board service |
| Ulta Beauty, Inc. | Director | Current | Public company board service |
| FLIR Systems, Inc. | Director | 2014–2021 | Former public company directorship |
Board Governance
- Independence: Board determined all non‑employee directors (including Halligan) are independent under NYSE/SEC rules; all committees comprised solely of independent directors.
- Committees: Audit (Suzanne Wood, Chair; Halligan member); Compensation (Kelly Baker, Chair; Halligan member). Audit members are financially literate; financial expert designation applies to Wood, May, and Murray (not Halligan).
- Attendance: In FY2025, Board met 8x; Audit 6x; Compensation 7x; N&G 5x. Each incumbent director attended at least 75% of Board/committee meetings; 11 of 13 directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet regularly in executive session; independent Chair presides.
- Board limits: Non‑executive directors generally limited to four public company boards including FERG; Halligan’s three external boards plus FERG meet this limit.
- Compensation Committee interlocks: No relationships requiring Item 404 disclosure for any Compensation Committee member; no reciprocal executive participation at other entities.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| FY2025 | 126,667 | 2,322 | FY2025 non‑employee director base fee annualized at $130,000; no meeting fees; chair adders apply to chairs (not Halligan). |
| FY2024 | 118,333 | 55,409 | FY2024 other comp included travel allowance/reimbursements; allowances discontinued effective Dec 1, 2024. |
- Base fee and adders (annualized FY2025): Base $130,000; Committee chair adders $28,500 (Audit, Compensation, N&G); Board Chair adder $250,000. Halligan is not a chair.
Performance Compensation
| Grant Type | Grant Date | Grant Date Fair Value ($) | Units Outstanding (as of Jul 31, 2025) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| RSUs (Omnibus Plan) | Dec 11, 2024 | 179,930 | 923 | Time‑vest to next annual meeting (~1 year) | Accrue and vest on same terms as RSUs |
- Non‑Employee Directors do not participate in short‑term incentive plans; RSUs are time‑based and not tied to performance metrics.
- Clawback/hedging/pledging: Company maintains comprehensive clawback for incentive‑based comp; hedging and pledging of Company shares prohibited.
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk to FERG |
|---|---|
| Driven Brands Holdings, Inc. | Automotive services; no disclosed related‑party transactions with FERG. |
| JELD‑WEN Holding, Inc. | Building products; no disclosed related‑party transactions with FERG. |
| Ulta Beauty, Inc. | Retail beauty; no disclosed related‑party transactions with FERG. |
| FLIR Systems, Inc. (former) | Thermal imaging; prior service ended 2021. |
The Compensation Committee disclosed no Item 404 related‑party relationships for any member, including Halligan.
Expertise & Qualifications
- Digital transformation, digital commerce, data analytics, and marketing experience; strong retail and multi‑channel track record; significant board experience.
- Audit Committee service with financial literacy standard met; not designated as an “audit committee financial expert” (designation applies to Wood, May, Murray).
Equity Ownership
| As of Oct 8, 2025 | Shares Beneficially Owned | % of Shares Outstanding | RSUs Vesting within 60 Days | RSUs Outstanding (Jul 31, 2025) | Ownership Guideline Target |
|---|---|---|---|---|---|
| Cathy Halligan | 2,842 | <1% | 938 | 923 | 4x base fee = $520,000 (derived from $130,000 base; guideline 4x) |
- Ownership guidelines: Four times the non‑employee director base fee; must be met within five years from Aug 1, 2024 or appointment date; directors must retain net shares until in compliance.
- Compliance status: All current non‑employee directors have met or are on track to meet within the timeframe.
- Hedging/pledging: Prohibited under Company policy.
Governance Assessment
- Strengths: Independent director with deep e‑commerce and digital expertise aligned to Ferguson’s omnichannel strategy; multi‑committee service enhances financial oversight and pay governance; attendance threshold met amid robust meeting cadence; equity grants and ownership guidelines support alignment; no Item 404 conflicts disclosed.
- Pay mix and trends: FY2025 compensation aligned to U.S. market (base fee increased to $130k; RSU grant ~$180k) with discontinued travel allowances, reducing non‑core “other compensation” vs FY2024—improving optics on pay discipline.
- Watch items: External board load is at Company’s general limit (four including FERG); monitor time commitments and potential emerging interlocks as industry relationships evolve.
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or committee interlocks; FY2024 travel reimbursements elevated “other compensation” but policy discontinued effective Dec 1, 2024.