Ian Graham
About Ian Graham
Ian Graham, age 57, serves as Chief Legal Officer & Corporate Secretary of Ferguson Enterprises Inc. (FERG), having joined the Company as Group General Counsel in May 2019 after senior legal roles at BAE Systems, Inc. (SVP, General Counsel & Secretary, 2010–2019), EMCORE Corporation, UUNET Technologies, Jenner & Block LLP and McKenna & Cuneo LLP . His incentive design ties pay to Ferguson’s core performance: annual bonus metrics weighted to adjusted operating profit (70%), cash-to-cash days (20%) and ESG (10) in FY2025, and PSUs measured equally on relative TSR vs. S&P 500 Industrials, adjusted EPS growth (diluted), and ROCE over three years; FY2025 bonuses paid 113% of target reflecting adjusted operating profit above target, cash-to-cash days between threshold and target, and ESG at 125% . Governance guardrails include an executive clawback policy and strict anti-hedging/anti-pledging rules overseen by Graham’s office, aligning compensation with shareholder outcomes and mitigating trading risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ferguson Enterprises Inc. | Chief Legal Officer & Corporate Secretary | Current (as of FY2025) | Leads legal, corporate governance, and Corporate Secretary function; supports director selection and onboarding processes . |
| Ferguson Enterprises Inc. | Group General Counsel | Since May 2019 | Built and led the legal function following U.S. corporate reorganization and listing transition . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BAE Systems, Inc. | SVP, General Counsel & Secretary | 2010–2019 | Led legal and corporate secretary functions at a major defense contractor . |
| EMCORE Corporation | Senior legal roles | — | Legal leadership in technology sector . |
| UUNET Technologies | Senior legal roles | — | Legal leadership in telecom/internet infrastructure . |
| Jenner & Block LLP | Senior legal roles | — | Complex litigation and corporate counseling . |
| McKenna & Cuneo LLP | Senior legal roles | — | Regulatory and corporate practice . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 604,238 | 625,267 | 644,024 |
| Target Bonus (% of Salary) | — | — | 75% |
| Actual Bonus Paid ($) | 448,386 | 553,334 | 545,383 |
| All Other Compensation ($) | 261,306 | 257,754 | 229,507 |
FY2025 perquisites detail (selected items):
- Vehicle allowance/fuel $15,300; FELIP life insurance premiums $50,727; 401(k) match $7,550; FERP III match $8,750; SERP discretionary $106,074; SERP mandatory $29,225; executive LTD $8,367; U.K. tax return assistance $2,014; financial planning $1,500 .
Transition period (Aug 1–Dec 31, 2025) annualized pay adjustments for CLO:
| Item | Value |
|---|---|
| Base Salary | $666,580 |
| Target STI (% of Base Salary) | 85% |
| Target LTI | $1,500,000 |
Performance Compensation
Annual Bonus Mechanics and FY2025 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Driver |
|---|---|---|---|---|---|---|
| Adjusted Operating Profit (Company) | 70% | $2,502M | $2,780M | $3,058M | $2,842M | Above target |
| Cash-to-Cash Days | 20% | 68.9 | 63.9 | 58.9 | 66.5 | Between threshold and target |
| ESG Scorecard | 10% | Qualitative | Qualitative | Qualitative | Above target | 125% payout for ESG element |
FY2025 bonus paid: $545,383 (113% of target) on a 75% of salary target .
Long-Term Incentives (LTI) – Design and Grants
- FY2025 mix for all NEOs: 50% PSUs, 30% RSUs, 20% stock options; RSUs/SOs vest in three equal annual installments starting Oct 15, 2025; PSUs cliff vest Oct 15, 2027 .
- PSU performance metrics (equal weighting 33.3% each): Relative TSR vs S&P 500 Industrials; Adjusted EPS growth (diluted); ROCE .
FY2025 grants (Ian Graham):
| Award Type | Grant Date | Shares/Options (#) | Exercise Price | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs (Target) | 10/15/2024 | 3,052 | — | 618,048 | Cliff on 10/15/2027 (subject to performance) |
| RSUs | 10/15/2024 | 1,831 | — | 366,365 | 3 equal annual installments from 10/15/2025 |
| Stock Options | 10/15/2024 | 3,908 | $201.38 | 243,078 | 3 equal annual installments from 10/15/2025; expire 10/15/2034 |
FY2022 performance share outcomes (vested Oct 14, 2024):
| Plan | Metric | Threshold | Target | Maximum | Actual | Shares Vested (#) |
|---|---|---|---|---|---|---|
| POSP | 3-year adjusted operating profit growth | 0.01% | — | 25% | 35% | 8,005 |
| OSP | Time-based vesting | — | — | — | Met | 1,715 |
FY2025 vesting/realization:
- Shares vested during FY2025: 9,720; value realized $1,930,781; no option exercises by Graham .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Oct 8, 2025) | 15,968 shares; less than 1% of outstanding |
| Ownership Components Vesting within 60 days | POSP 5,435; OSP 2,674; RSUs 618; SOs 1,303 |
| Outstanding Equity Awards at FY-end (July 31, 2025) | RSUs unvested 1,852 ($413,607); PSUs unearned 3,091 ($690,313); SOs unexercisable 3,908 @ $201.38, exp. 10/15/2034 |
| Stock Ownership Guidelines | 3.0x base salary for NEOs; all current NEOs have met or are on track |
| Anti-Hedging / Anti-Pledging | Hedging prohibited; pledging/margin purchases prohibited; pre-clearance required for senior persons |
Employment Terms
Executive Employment Agreements (EEAs): Not fixed term; resignation notice periods 12 months (CEO/CFO) and 6 months (including Graham); non-compete, non-solicit, non-interference restrictions during employment and 12 months post-termination; termination without cause or resignation for Good Reason yields 12 months’ base salary, Pro-Rata Bonus, and lump-sum COBRA cost; change-in-control policy provides double-trigger severance with accelerated vesting and 2x base salary plus target bonus for NEOs other than CEO (3x for CEO) .
Potential payments for Ian Graham (as of July 31, 2025):
| Scenario | Cash Severance ($) | Current Year Bonus ($) | Accelerated Stock Awards ($) | Accelerated Option Awards ($) | Other Cash ($) | Total ($) |
|---|---|---|---|---|---|---|
| Retirement | — | 545,383 | 2,826,361 | 157,424 | — | 3,529,168 |
| Death | — | 483,018 | 3,136,566 | 629,696 | 2,013,159 | 6,262,439 |
| Disability | — | 545,383 | 3,136,566 | 629,696 | — | 4,311,645 |
| Qualifying Termination (without cause/good reason) | 647,165 | 483,018 | 2,826,361 | 157,424 | 13,159 | 4,127,127 |
| Change in Control w/out Qualifying Termination (LTI not assumed) | — | — | 4,620,921 | 629,696 | — | 5,250,617 |
| Change in Control with Qualifying Termination | 1,294,330 | 483,018 | 4,620,921 | 629,696 | 13,159 | 7,041,124 |
Additional governance and process:
- Clawback Policy effective Aug 1, 2024 for executives and directors; compliant with SEC/NYSE rules and allows additional misconduct clawbacks .
- Equity grant timing avoids MNPI; annual awards approved in September, granted after earnings; options not timed around material disclosures .
Investment Implications
- Pay-for-performance alignment is strong: 70% of LTI performance-based (PSUs and options), with PSU metrics tied to shareholder value (relative TSR, adjusted EPS growth, ROCE); annual bonus paid 113% of target driven by operational outperformance, supporting confidence in sustained execution .
- Upcoming vesting cadence may create periodic supply from RSUs/SOs (Oct 2025–2027) and PSU cliff in Oct 2027; trading is governed by pre-clearance and window policies, limiting opportunistic sales and mitigating headline risk; Graham had no option exercises in FY2025 and realized $1.93M from vesting, indicating standard settlement rather than aggressive selling .
- Ownership alignment is adequate but not concentrated: beneficial ownership <1% of shares; however, strict 3x salary ownership guidelines, anti-hedging/anti-pledging, and clawbacks reduce agency risk and signal governance quality; all NEOs are on track to meet guidelines .
- Retention and downside protection: Double-trigger CoC benefits (2x salary+target bonus, accelerated vesting) and 12-month non-compete balance retention with market norms; transition-period increases (base, STI, LTI) for CLO align pay with revised peer group (HD, LOW, SHW, BLDR), reducing pay compression risk vs. U.S. talent market .