James S. Metcalf
About James S. Metcalf
Independent director at Ferguson Enterprises Inc. (FERG), age 67, serving since February 2023; currently a member of the Compensation Committee and the Nominations & Governance Committee . Background includes chairman and CEO roles in the building products sector (Cornerstone Building Brands; USG Corporation), plus multiple public company directorships, giving him deep operational and board oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Building Brands, Inc. | Chairman & CEO; later Chairman | CEO: 2019–Sep 2021; Chairman: 2019–Mar 2022 | Led North American building products manufacturer; board leadership |
| USG Corporation | Chairman; CEO & President | Chairman since Dec 2011; CEO & President since Jan 2011; retired Nov 2016 | Led major building materials company; executive leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gibraltar Industries, Inc. | Director | Current | Public company board experience |
| LKQ Corporation | Director | Current | Public company board experience |
| NCI Building Systems, Inc. | Director; Chair | Director: 2017–2018; Chair: 2018–2019 | Predecessor to Cornerstone; leadership continuity |
| Tenneco Inc. | Director | 2014–2022 | Automotive supplier board experience |
| USG Corporation | Chairman | 2011–2016 | Board chair during executive tenure |
| Molex Inc. | Director | 2007–2013 | Electronics manufacturer board experience |
Board Governance
- Committee assignments: Compensation Committee member; Nominations & Governance Committee member .
- Independence: The Board determined all Non-Employee Directors, including Metcalf, are independent under NYSE/SEC rules; all Board committees are composed solely of independent directors .
- Attendance: In FY2025, Board met 8 times; Audit 6; Compensation 7; Nominations & Governance 5; each incumbent director attended at least 75% of their Board/committee meetings; the Board holds regular executive sessions of independent directors presided by the independent Board Chair .
- Compensation committee interlocks: None; no relationships requiring Item 404 disclosure among compensation committee members (including Metcalf) .
- Board limits on external boards: Non-executive directors generally limited to four public boards; executive officers limited to two; Metcalf serves on two public boards, within guideline .
- Shareholder support: At the Dec 5, 2024 annual meeting, Metcalf received 98.71% votes “FOR”; say-on-pay for FY2024 passed with 89.11% support, and shareholders chose annual say-on-pay frequency (98.58%) .
Fixed Compensation
| Metric | FY2025 Amount (USD) |
|---|---|
| Cash fees | $126,667 |
| Stock awards (RSUs, grant-date fair value) | $179,930 |
| All other compensation | $2,314 |
| Total | $308,911 |
Director fee schedule (annualized FY2025 program):
- Non-Employee Directors’ base fee: $130,000
- Committee Chair fees: Audit $28,500; Compensation $28,500; Nominations & Governance $28,500
- Annual RSU award value: $180,000 (time-vest; dividend equivalents accrue)
- No meeting fees; directors do not participate in Company bonus/benefit plans; expenses reimbursed; travel allowances discontinued effective Dec 2024
Compensation mix signal: Equity comprised ~58% of total (RSU grant-date value $179,930 of $308,911), aligning director pay with shareholder outcomes .
Performance Compensation
- Non-Employee Director equity awards are time-based RSUs (no performance metrics); FY2025 RSUs granted in Dec 2024 vest at the next annual meeting of stockholders; dividend equivalents accrue and vest with RSUs . | Equity Detail (Director RSUs) | FY2025 | |---|---| | Grant date | Dec 11, 2024 | | RSU grant value | $180,000 | | RSUs outstanding as of July 31, 2025 | 923 units (per director cohort including Metcalf) | | Vesting schedule | Vest at next annual meeting (~1-year) | | Dividend equivalents | Accrue and vest with RSUs |
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Current public boards | Gibraltar Industries, LKQ Corporation |
| Potential interlocks/conflicts | None disclosed involving Metcalf; compensation committee interlocks none; Board’s Related Party Transactions policy requires Audit Committee approval; approved related-party items disclosed do not involve Metcalf |
| Board service limits | Within guideline (non-executive up to four public boards) |
Expertise & Qualifications
- Extensive executive leadership in building products; former chairman/CEO (USG; Cornerstone), providing deep operational, capital discipline, and industry expertise .
- Considerable U.S. public company board experience across industrial/manufacturing sectors, supporting strategy, risk oversight, and governance effectiveness .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 5,813 shares; <1% of outstanding shares |
| Shares counted within 60 days (vesting) | Includes 938 RSUs vesting within 60 days of Oct 8, 2025 (with dividend equivalents) |
| RSUs outstanding (as of FY2025 year-end) | 923 RSUs per non-employee director cohort |
| Ownership guidelines | 4x base fee; compliance required within 5 years; all current non-employee directors have met or are on track |
| Hedging/pledging | Prohibited by Company policy |
Insider trades (alignment signals):
| Date | Transaction | Shares | Price | Total Consideration |
|---|---|---|---|---|
| May 5, 2025 | Dividend reinvestment (purchase) | 2.673 | $172.955 | $462.31 |
| May 6, 2025 | Dividend reinvestment (purchase) | 20.7889 | $170.76 | $3,549.91 |
Governance Assessment
- Committee effectiveness: Metcalf serves on key oversight committees (Compensation; Nominations & Governance), with all-Independent composition and clear charters; no interlocks or related-party issues disclosed related to him—supportive of robust governance .
- Independence & engagement: Board confirms independence; regular executive sessions; FY2025 attendance threshold met by all incumbents; shareholders strongly supported his re-election in 2024 (98.71% “FOR”)—positive engagement and confidence signals .
- Compensation alignment: Director pay skewed to equity via RSUs; stock ownership guidelines (4x base fee) and prohibition on hedging/pledging reinforce alignment; absence of performance-tied director metrics is consistent with market practice for director independence .
- Potential conflicts: Current board roles at Gibraltar Industries and LKQ noted; no FERG-related transactions disclosed with these companies; service within Board’s external directorship limit—low conflict risk .
- Company governance practices: Strong framework—clawback policy, annual say-on-pay, majority voting with resignation policy, independent chair, enterprise risk oversight across committees—support investor confidence .
RED FLAGS: None disclosed specific to Metcalf. No related-party transactions, pledging/hedging, or attendance shortfalls reported .