Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Jul. 31, 2023 |
Jul. 31, 2022 |
Jul. 31, 2021 |
Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our NEOs for the fiscal years ended on July 31, 2021, July 31, 2022 and July 31, 2023.
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Value of Initial Fixed $100 |
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Summary Compensation Table Total for PEO ($) (1) |
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Compensation Actually Paid to PEO ($) (2)(3) |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) (4) |
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Average Compensation Actually Paid to Non-PEO NEOs ($) (2)(4)(5) |
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Ferguson Total Shareholder Return ($) |
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Peer Group Total Shareholder Return ($) (6) |
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Adjusted Operating Profit ($ in millions) (7) |
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2023 |
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5,440,771 |
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9,060,208 |
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2,265,568 |
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2,916,515 |
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194.42 |
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161.85 |
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1,889 |
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2,917 |
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2022 |
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4,865,698 |
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5,460,206 |
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2,212,036 |
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2,532,866 |
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146.64 |
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137.61 |
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2,122 |
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2,951 |
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2021 |
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5,048,917 |
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12,573,301 |
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1,171,378 |
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345,655 |
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160.17 |
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146.43 |
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1,472 |
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2,092 |
| Notes:
(1) |
The principal executive officer (“PEO”) is Kevin Murphy, who has remained the Chief Executive Officer for the duration of the disclosure period. |
(2) |
In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. We do not have pensions in the US; therefore, an adjustment to the 2023 Summary Compensation Table (“SCT”) totals related to pension value for any of the years reflected in this table is not needed. |
(3) |
To calculate the Compensation Actually Paid (“CAP”) for the PEO, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining CAP for each year shown: |
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Less, Grant Date Fair Value of Awards Reported in FY SCT ($) |
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Plus, Year-End Fair Value of Awards granted in FY that are outstanding and unvested |
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Plus, Vesting Date Fair Value |
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Plus, Change in Fair Value of Prior Year Awards outstanding and unvested as of end of FY ($) |
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Plus, Change in Fair Value of Prior Year Awards that |
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Less, Prior Year Awards that fail to meet vesting conditions during FY ($) |
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Plus, Dividends or other earnings paid on all awards in CFY prior to vesting date ($) |
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2023 |
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5,440,771 |
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2,520,730 |
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3,947,882 |
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— |
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2,331,881 |
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(454,998) |
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— |
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315,402 |
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9,060,208 |
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2022 |
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4,865,698 |
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2,047,019 |
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3,494,039 |
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— |
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(1,138,890) |
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203,786 |
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— |
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82,592 |
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5,460,206 |
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2021 |
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5,048,917 |
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1,986,339 |
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5,307,895 |
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— |
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3,867,497 |
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335,331 |
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— |
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— |
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12,573,301 |
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(4) |
The non-PEO NEOs represent the following individuals for each of the years shown. |
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2023: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer; Sammie Long, Chief Human Resources Officer; Bill Thees, Senior Vice President of Business and Sales. |
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2022: Bill Brundage, Chief Financial Officer. |
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2021: Bill Brundage, Chief Financial Officer; Mike Powell, former Group Chief Financial Officer. |
(5) |
To calculate the CAP for the non-PEO NEOs, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining CAP for each year shown: |
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Less, Grant Date Fair Value of Awards Reported in FY SCT ($) |
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Plus, Year-End Fair Value of Awards granted in FY that are outstanding and unvested |
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Plus, Vesting Date Fair Value of Awards that are granted and vested |
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Plus, Change in Fair Value of Prior Year Awards outstanding and unvested as of end of FY ($) |
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Plus, Change in Fair Value of Prior Year Awards that |
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Less, Prior Year Awards that fail to meet vesting conditions during FY ($) |
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Plus, Dividends or other earnings paid on all awards in CFY prior to vesting date ($) |
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2023 |
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2,265,568 |
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908,195 |
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998,610 |
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— |
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778,288 |
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(239,457) |
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— |
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21,701 |
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2,916,515 |
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2022 |
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2,212,036 |
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816,013 |
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1,392,846 |
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— |
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(356,654) |
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71,623 |
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— |
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29,028 |
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2,532,866 |
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2021 |
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1,171,378 |
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363,394 |
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1,003,318 |
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— |
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574,938 |
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180,745 |
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2,221,330 |
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— |
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345,655 |
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(6) |
The selected peer group is the S&P 500 Industrials Index. The comparison of total shareholder returns assumes that $100 was invested on July 31, 2020 in Company ordinary shares and the S&P 500 Index and that dividends were reinvested when and as paid. |
(7) |
Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to our Company’s performance, is adjusted operating profit, a non-GAAP measure. Adjusted operating profit is defined as operating profit before acquisition related intangible amortization and certain other non-GAAP adjustments, as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information.” | The items listed below represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to Company performance for the fiscal year ended July 31, 2023:
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Most Important Performance Measures for PEO and Non-PEO NEOs (1) |
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Adjusted Operating Profit (2) |
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Adjusted Earnings per Share (“EPS”) - Diluted (3) |
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Return on Capital Employed (ROCE) (4) |
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| Notes:
(1) |
The most important performance measures include our company selected measure and the two financial metrics used for long-term incentive awards with performance-based vesting, as described in our Compensation Discussion and Analysis (CD&A) within the section titled Long-Term Equity-Based Incentive Program. Each of these measures is a critical operational metric reported to shareholders. |
(2) |
See footnote (7) above for the definition of adjusted operating profit. |
(3) |
Adjusted EPS - diluted is defined as adjusted net income divided by the weighted average diluted shares outstanding. Adjusted net income is defined as income from continuing operations before amortization of acquired intangible assets (net of tax), discrete tax items and other items that are non-recurring (net of tax). See the section titled “Non-GAAP Reconciliations and Supplementary Information” for more information. |
(4) |
ROCE is defined as adjusted earnings before interest and taxes (Adjusted EBIT) divided by average capital employed. Adjusted EBIT is defined as operating profit from continuing operations excluding certain non-GAAP adjustments, as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information,” and including the impact of acquisition related intangible amortization. Average capital employed is defined as the sum of average net debt and average shareholders’ equity and excludes average assets held for sale. See the section titled “Non-GAAP Reconciliations and Supplementary Information” for more information. |
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Company Selected Measure Name |
Adjusted operating profit
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Named Executive Officers, Footnote |
(4) |
The non-PEO NEOs represent the following individuals for each of the years shown. |
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2023: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer; Sammie Long, Chief Human Resources Officer; Bill Thees, Senior Vice President of Business and Sales. |
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2022: Bill Brundage, Chief Financial Officer. |
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• |
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2021: Bill Brundage, Chief Financial Officer; Mike Powell, former Group Chief Financial Officer. |
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Peer Group Issuers, Footnote |
The selected peer group is the S&P 500 Industrials Index. The comparison of total shareholder returns assumes that $100 was invested on July 31, 2020 in Company ordinary shares and the S&P 500 Index and that dividends were reinvested when and as paid.
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PEO Total Compensation Amount |
$ 5,440,771
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$ 4,865,698
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$ 5,048,917
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PEO Actually Paid Compensation Amount |
$ 9,060,208
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5,460,206
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12,573,301
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Adjustment To PEO Compensation, Footnote |
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Less, Grant Date Fair Value of Awards Reported in FY SCT ($) |
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Plus, Year-End Fair Value of Awards granted in FY that are outstanding and unvested |
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Plus, Vesting Date Fair Value |
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Plus, Change in Fair Value of Prior Year Awards outstanding and unvested as of end of FY ($) |
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Plus, Change in Fair Value of Prior Year Awards that |
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Less, Prior Year Awards that fail to meet vesting conditions during FY ($) |
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Plus, Dividends or other earnings paid on all awards in CFY prior to vesting date ($) |
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2023 |
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5,440,771 |
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2,520,730 |
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3,947,882 |
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— |
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2,331,881 |
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(454,998) |
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— |
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315,402 |
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9,060,208 |
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2022 |
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4,865,698 |
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2,047,019 |
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3,494,039 |
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— |
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(1,138,890) |
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203,786 |
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— |
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82,592 |
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5,460,206 |
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2021 |
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5,048,917 |
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1,986,339 |
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5,307,895 |
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— |
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3,867,497 |
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335,331 |
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— |
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— |
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12,573,301 |
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Non-PEO NEO Average Total Compensation Amount |
$ 2,265,568
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2,212,036
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1,171,378
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,916,515
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2,532,866
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345,655
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Adjustment to Non-PEO NEO Compensation Footnote |
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Less, Grant Date Fair Value of Awards Reported in FY SCT ($) |
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Plus, Year-End Fair Value of Awards granted in FY that are outstanding and unvested |
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Plus, Vesting Date Fair Value of Awards that are granted and vested |
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Plus, Change in Fair Value of Prior Year Awards outstanding and unvested as of end of FY ($) |
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Plus, Change in Fair Value of Prior Year Awards that |
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Less, Prior Year Awards that fail to meet vesting conditions during FY ($) |
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Plus, Dividends or other earnings paid on all awards in CFY prior to vesting date ($) |
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2023 |
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2,265,568 |
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908,195 |
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998,610 |
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— |
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778,288 |
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(239,457) |
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— |
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21,701 |
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2,916,515 |
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2022 |
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2,212,036 |
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816,013 |
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1,392,846 |
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— |
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(356,654) |
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71,623 |
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— |
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29,028 |
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2,532,866 |
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2021 |
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1,171,378 |
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363,394 |
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1,003,318 |
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— |
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574,938 |
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180,745 |
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2,221,330 |
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— |
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345,655 |
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Compensation Actually Paid vs. Total Shareholder Return |
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Compensation Actually Paid vs. Net Income |
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Compensation Actually Paid vs. Company Selected Measure |
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Total Shareholder Return Vs Peer Group |
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Tabular List, Table |
The items listed below represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to Company performance for the fiscal year ended July 31, 2023:
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Most Important Performance Measures for PEO and Non-PEO NEOs (1) |
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Adjusted Operating Profit (2) |
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Adjusted Earnings per Share (“EPS”) - Diluted (3) |
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Return on Capital Employed (ROCE) (4) |
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| Notes:
(1) |
The most important performance measures include our company selected measure and the two financial metrics used for long-term incentive awards with performance-based vesting, as described in our Compensation Discussion and Analysis (CD&A) within the section titled Long-Term Equity-Based Incentive Program. Each of these measures is a critical operational metric reported to shareholders. |
(2) |
See footnote (7) above for the definition of adjusted operating profit. |
(3) |
Adjusted EPS - diluted is defined as adjusted net income divided by the weighted average diluted shares outstanding. Adjusted net income is defined as income from continuing operations before amortization of acquired intangible assets (net of tax), discrete tax items and other items that are non-recurring (net of tax). See the section titled “Non-GAAP Reconciliations and Supplementary Information” for more information. |
(4) |
ROCE is defined as adjusted earnings before interest and taxes (Adjusted EBIT) divided by average capital employed. Adjusted EBIT is defined as operating profit from continuing operations excluding certain non-GAAP adjustments, as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information,” and including the impact of acquisition related intangible amortization. Average capital employed is defined as the sum of average net debt and average shareholders’ equity and excludes average assets held for sale. See the section titled “Non-GAAP Reconciliations and Supplementary Information” for more information. |
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Total Shareholder Return Amount |
$ 194.42
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146.64
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160.17
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Peer Group Total Shareholder Return Amount |
161.85
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137.61
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146.43
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Net Income (Loss) |
$ 1,889,000,000
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$ 2,122,000,000
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$ 1,472,000,000
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Company Selected Measure Amount |
2,917,000,000
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2,951,000,000
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2,092,000,000
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PEO Name |
Kevin Murphy
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Measure:: 1 |
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Pay vs Performance Disclosure |
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Name |
Adjusted Operating Profit
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Non-GAAP Measure Description |
Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to our Company’s performance, is adjusted operating profit, a non-GAAP measure. Adjusted operating profit is defined as operating profit before acquisition related intangible amortization and certain other non-GAAP adjustments, as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information.”
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Measure:: 2 |
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Pay vs Performance Disclosure |
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Name |
Adjusted Earnings per Share (“EPS”) - Diluted
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Measure:: 3 |
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Pay vs Performance Disclosure |
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Name |
Return on Capital Employed (ROCE)
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PEO | Grant Date Fair Value Of Awards Reported In FY SCT [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ 2,520,730
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$ 2,047,019
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$ 1,986,339
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PEO | Awards Granted In FY That Are Outstanding And Unvested As Of End Of FY [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
3,947,882
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3,494,039
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5,307,895
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PEO | Prior Year Awards Outstanding And Unvested As Of End Of FY [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
2,331,881
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(1,138,890)
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3,867,497
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PEO | Prior Year Awards That Vested In FY [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(454,998)
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203,786
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335,331
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PEO | Dividends Or Other Earnings Paid On All Awards In CFY Prior To Vesting Date [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
315,402
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82,592
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Non-PEO NEO | Grant Date Fair Value Of Awards Reported In FY SCT [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
908,195
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816,013
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363,394
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Non-PEO NEO | Awards Granted In FY That Are Outstanding And Unvested As Of End Of FY [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
998,610
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1,392,846
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1,003,318
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Non-PEO NEO | Prior Year Awards Outstanding And Unvested As Of End Of FY [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
778,288
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(356,654)
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574,938
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Non-PEO NEO | Prior Year Awards That Vested In FY [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(239,457)
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71,623
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180,745
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Non-PEO NEO | Prior Year Awards That Fail To Meet Vesting Conditions During FY [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
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$ 2,221,330
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Non-PEO NEO | Dividends Or Other Earnings Paid On All Awards In CFY Prior To Vesting Date [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ 21,701
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$ 29,028
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