Suzanne Wood
About Suzanne Wood
Independent director and Audit Committee Chair at Ferguson Enterprises Inc. (FERG). Age 65, director since January 2021; a chartered accountant and seasoned CFO with extensive public-company financial reporting experience . Independence affirmed annually by the Board per NYSE/SEC standards; all Non-Employee Directors, including Ms. Wood, are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vulcan Materials Company | Senior VP & Chief Financial Officer | Sep 2018 – Sep 2022 | Led finance and reporting for a large aggregates producer |
| Ashtead Group plc | Chief Financial Officer | 2012 – 2018 | FTSE 100 CFO; oversight of global operations and reporting |
| Sunbelt Rentals (Ashtead) | Chief Financial Officer | Joined Ashtead in 2003; CFO of Sunbelt thereafter | U.S. brand finance leadership |
| PricewaterhouseCoopers | Early career | Not specified | Public accounting foundations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RELX PLC | Director (current) | Not specified | Public company board service |
| H&E Equipment Services, Inc. | Director (former) | 2023 – 2025 | Former public company board experience |
| Ashtead Group plc | Director (former) | 2012 – 2018 | Former FTSE 100 board experience |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee member; named Audit Committee Financial Expert; other Audit members are Cathy Halligan, Brian May, and Alan Murray .
- Independence: Non-Employee Director; Board determined all Non-Employee Directors (including Ms. Wood) are independent; committee members meet NYSE/SEC independence requirements .
- Attendance: Board met 8 times; Audit met 6 times; each incumbent Director attended at least 75% of Board and applicable committee meetings in fiscal 2025 .
- Board limits and overboarding guardrails: Non-executive public company directors generally may serve on up to four boards; Ms. Wood currently serves on one other public board (RELX), within policy limits .
Fixed Compensation
| Component | Amount | Source/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2025) | $155,167 | Director cash retainer plus Audit Chair fee; paid in USD quarterly beginning Dec 2024 |
| Stock Awards (FY2025) | $179,930 | RSUs under the Omnibus Plan, granted Dec 11, 2024; grant-date fair value per ASC 718 |
| All Other Compensation (FY2025) | $2,318 | Miscellaneous director-related allowances/reimbursements; no travel allowance for U.S.-based directors |
| Total (FY2025) | $337,415 | Sum of components above |
Annualized director program structure (policy-level):
| Fee Type | Annualized Amount ($000) | Notes |
|---|---|---|
| Non-Employee Director Base Fee | 130.0 | Increased from $120k to align with U.S. market |
| Audit Committee Chair Fee | 28.5 | Committee chair fee schedule |
| Equity – RSU Award | 180.0 | Annual RSU grant value; time-based vesting to next annual meeting |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| RSU (NED) | Dec 11, 2024 | 923 RSUs outstanding as of Jul 31, 2025 | $179,930 | Vests at next annual meeting (~1 year); accrues dividend equivalents that vest with units | None (time-based only) |
Non-Employee Director equity is time-based RSUs; no options or performance-conditioned awards are disclosed for directors. RSUs accrue dividend equivalents and vest at the next annual meeting .
Other Directorships & Interlocks
| Company | Current/Former | Count of Other PubCo Boards | Potential Interlock/Conflict |
|---|---|---|---|
| RELX PLC | Current | 1 | No related-party transactions disclosed with RELX; Board independence affirmed |
| H&E Equipment Services, Inc. | Former | — | Former role; no related-party transactions disclosed |
| Ashtead Group plc | Former | — | Former role; no related-party transactions disclosed |
Expertise & Qualifications
- Chartered accountant; extensive CFO experience with significant financial and operational knowledge .
- Audit Committee Financial Expert designation under SEC rules; financially literate per NYSE .
- Public company board experience; corporate governance and risk oversight (including financial reporting, audit, and cybersecurity risk oversight per Audit charter) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Oct 8, 2025) | 2,485 shares; <1% of outstanding |
| Units vesting within 60 days of Oct 8, 2025 | 938 RSUs (includes dividend equivalents) |
| RSUs outstanding (as of Jul 31, 2025) | 923 RSUs |
| Hedging/Pledging | Company prohibits hedging and pledging of Company shares |
| Director stock ownership guideline | 4x base fee; must comply within 5 years from Aug 1, 2024 or date of appointment; all current NEDs have met or are on track |
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” designation overseeing integrity of financial statements, auditor performance, internal audit, compliance, and cybersecurity risk; Audit Committee also pre-approves auditor services and reviews related-party transactions . Attendance expectations met at ≥75%; Board maintains executive sessions for independent directors .
- Alignment: Director compensation mix balanced—cash retainer plus time-based RSUs that vest at annual meeting; Stock ownership guidelines (4x base fee) and prohibition on hedging/pledging support long-term alignment; clawback policy explicitly applies to Non-Employee Directors, enhancing accountability .
- Conflicts: No Item 404 related-party transactions disclosed for Ms. Wood; Board annually reviews independence, considering any arm’s-length relationships; none flagged for her .
- Overboarding/Engagement: Policy limits total board seats; Ms. Wood’s single additional public board (RELX) is within limits; Board conducts annual evaluations and third-party reviews (most recent May 2025), supporting effectiveness .
- Shareholder signals: Say-on-pay support 89.1% in 2024; annual frequency supported by 98.5%—reflects generally positive investor sentiment toward governance/compensation practices .
Overall, Ms. Wood’s profile and committee leadership signal strong governance quality in audit and risk oversight, with clear independence, robust alignment policies, and no disclosed conflicts—supportive of investor confidence .