Kelly Baker

About Kelly Baker

Kelly Baker is an independent non-employee director of Ferguson Enterprises Inc. (FERG), age 56, serving since May 2021; she chairs the Compensation Committee. She is Executive Vice President and Chief Human Resources Officer (CHRO) at Thrivent Financial for Lutherans, and previously held CHRO roles at Pentair plc (2017–2021) and Patterson Companies Inc. (2016–2017), following 20+ years at General Mills in senior HR roles including VP HR U.S. Retail & Marketing, VP HR Corporate Groups, and VP Diversity & Inclusion . The Board has determined she is independent under NYSE and SEC rules, and all Board committees on which she serves are composed solely of independent directors .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee Chair; members: Baker (Chair), Rick Beckwitt, Geoff Drabble, Cathy Halligan, James S. Metcalf; all independent .
• Board and committee independence: Board determined each Non-Employee Director (including Baker) is independent under NYSE/SEC rules; committee independence standards satisfied .
• Attendance and engagement: FY25 meetings — Board (8), Audit (6), Compensation (7), Nominations & Governance (5); each incumbent director attended at least 75% of Board/committee meetings; independent directors meet regularly in executive sessions .
• Board leadership: Independent Non-Employee Board Chair (Geoff Drabble); if Chair were not independent, guidelines require appointment of a lead independent director .
• Risk oversight: Compensation Committee assesses risks in incentive arrangements annually and oversees compensation governance; Audit Committee oversees financial reporting, internal controls, and related party transactions; Nominations & Governance oversees sustainability and succession .

Fixed Compensation

• FY25 Non-Employee Director annualized compensation schedule:

  Component	Amount
  Base fee	$130,000
  Committee Chair fee (Audit/Comp/N&G)	$28,500
  Board Chair fee	$250,000
  RSU grant (grant-date fair value)	$180,000

  • Notes: Travel allowance and U.K. tax preparation payments discontinued effective December 2024; U.K.-based directors received a $10,000 U.S. tax filing allowance in Dec 2024 .

• FY25 actual compensation for Kelly Baker (service year ended July 31, 2025):

  Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
  Kelly Baker	155,167	179,930	2,318	337,415

  • Program design: Non-Employee Directors are not entitled to termination compensation, do not participate in the Company’s annual short-term incentive program or other benefit plans, and may obtain independent professional advice at Company expense in certain circumstances .

Performance Compensation

• Director equity awards are time-based RSUs (no performance conditions) granted under the 2023 Omnibus Equity Incentive Plan:

  Award Term	Detail
  Grant date	December 11, 2024
  Grant-date fair value	$179,930 (aligned to $180,000 program value)
  Vesting	Time-vesting until next annual meeting of stockholders (≈1 year)
  Dividend equivalents	Accrue during vesting; vest on same terms as RSUs
  Outstanding RSUs as of July 31, 2025	923 for Baker

• No options or PSUs are disclosed for Non-Employee Directors; director equity awards are RSUs only .

Other Directorships & Interlocks

• Current public company boards: None for Kelly Baker .
• Compensation Committee interlocks: FY25 Compensation Committee members (including Baker) had no Item 404 relationships requiring disclosure; none were officers or associates of the Company; no executive officers served on other companies’ compensation committees under disclosable circumstances .

Expertise & Qualifications

• Specific skills and qualifications: Extensive HR and operational experience; wide-ranging international business and functional experience; leadership of people, organizational and cultural developments across U.S.-based global public companies .
• Governance practice highlights: Robust compensation risk assessment; comprehensive clawback policy; stock ownership guidelines; prohibition on hedging/pledging; independent chair; majority voting for directors .

Equity Ownership

• Stock ownership guidelines for Non-Employee Directors: Required ownership equal to four times the Non-Employee Directors’ base fee (four times $130,000) within five years of August 1, 2024 or appointment; directors must retain future awards (net of tax) until compliance; all current Non-Employee Directors have met or are on track to meet the requirement .
• Hedging/pledging: Prohibited for directors under the Insider Trading Policy .

Governance Assessment

• Board effectiveness and engagement: Baker’s role as Compensation Committee Chair and signatory to the CD&A inclusion underscores active oversight of executive pay, metrics, and governance; the committee met seven times in FY25 and conducts annual risk assessments of compensation practices .
• Alignment and incentives: Director pay design favors equity (annual RSUs) with time-based vesting and ownership guidelines, enhancing long-term alignment; clawback policy applies to Non-Employee Directors, strengthening accountability .
• Independence and conflicts: The Board affirmed independence; Compensation Committee members (including Baker) had no Item 404 relationships; related party transaction reviews are centralized in Audit, with disclosed relationships not involving Baker—a positive governance signal .
• RED FLAGS: None disclosed specific to Baker. Company policies prohibit hedging/pledging, and there is no disclosure of director-related related-party transactions or option repricing; travel/tax allowances were discontinued, tightening perquisite practices .

Overall signal: As Compensation Chair with deep human capital expertise and no interlocks or related-party exposures disclosed, Baker’s profile supports investor confidence in pay governance and board independence, with strong alignment mechanisms (RSUs, ownership guidelines, clawback) and robust committee practices .