Cover
Cover | Jan. 12, 2024 |
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Jan. 12, 2024 |
Entity Registrant Name | FERGUSON PLC |
Entity File Number | 001-40066 |
Entity Tax Identification Number | 98-1499339 |
Entity Address, Address Line One | 1020 Eskdale Road |
Entity Address, Address Line Two | Winnersh Triangle |
Entity Address, City or Town | Wokingham |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | RG41 5TS |
City Area Code | 118 |
Local Phone Number | 927 3800 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Ordinary Shares of 10 pence |
Trading Symbol | FERG |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001832433 |
Amendment Flag | false |
Entity Incorporation, State or Country Code | Y9 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Pay vs Performance Disclosure | |||
Pay vs Performance Disclosure, Table | Pay Versus Performance 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. Value of Initial Fixed $100 Investment (7) Fiscal Year Summary (1) Compensation (2)(3) Average Non-PEO (4) Average Non-PEO (2)(4)(5) Ferguson Peer Group (6) Net Income ($ in millions) Adjusted (7) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 5,440,771 9,060,208 2,265,568 2,916,515 194.42 161.85 1,889 2,917 2022 4,865,698 5,460,206 2,212,036 2,532,866 146.64 137.61 2,122 2,951 2021 5,048,917 12,573,301 1,171,378 345,655 160.17 146.43 1,472 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: Adjustments to SCT Fiscal Year SCT Total for PEO Less, Grant Plus, Year-End as of end of FY ($) Plus, Vesting of Awards that are granted and in the same FY ($) Plus, Change in Fair Plus, Change in vested in FY ($) Less, Prior Year Plus, Dividends or CAP for PEO ($) 2023 5,440,771 2,520,730 3,947,882 — 2,331,881 (454,998) — 315,402 9,060,208 2022 4,865,698 2,047,019 3,494,039 — (1,138,890) 203,786 — 82,592 5,460,206 2021 5,048,917 1,986,339 5,307,895 — 3,867,497 335,331 — — 12,573,301 (4) The non-PEO • 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. • 2022: Bill Brundage, Chief Financial Officer. • 2021: Bill Brundage, Chief Financial Officer; Mike Powell, former Group Chief Financial Officer. (5) To calculate the CAP for the non-PEO Adjustments to SCT Fiscal SCT Total for Non- PEO NEOs ($) Less, Grant Plus, Year-End as of end of FY ($) Plus, Vesting in the same FY ($) Plus, Change in Fair Awards outstanding Plus, Change in vested in FY ($) Less, Prior Year Plus, Dividends or CAP for Non-PEO 2023 2,265,568 908,195 998,610 — 778,288 (239,457) — 21,701 2,916,515 2022 2,212,036 816,013 1,392,846 — (356,654) 71,623 — 29,028 2,532,866 2021 1,171,378 363,394 1,003,318 — 574,938 180,745 2,221,330 — 345,655 (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 non-GAAP “Non-GAAP 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: Most Important Performance Measures for PEO and Non-PEO (1) Adjusted Operating Profit (2) Adjusted Earnings per Share (“EPS”) - Diluted (3) Return on Capital Employed (ROCE) (4) 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 (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 non-recurring “Non-GAAP (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 “Non-GAAP “Non-GAAP | ||
Company Selected Measure Name | Adjusted operating profit | ||
Named Executive Officers, Footnote | (4) The non-PEO • 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. • 2022: Bill Brundage, Chief Financial Officer. • 2021: Bill Brundage, Chief Financial Officer; Mike Powell, former Group Chief Financial Officer. | ||
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. | ||
PEO Total Compensation Amount | $ 5,440,771 | $ 4,865,698 | $ 5,048,917 |
PEO Actually Paid Compensation Amount | $ 9,060,208 | 5,460,206 | 12,573,301 |
Adjustment To PEO Compensation, Footnote | Adjustments to SCT Fiscal Year SCT Total for PEO Less, Grant Plus, Year-End as of end of FY ($) Plus, Vesting of Awards that are granted and in the same FY ($) Plus, Change in Fair Plus, Change in vested in FY ($) Less, Prior Year Plus, Dividends or CAP for PEO ($) 2023 5,440,771 2,520,730 3,947,882 — 2,331,881 (454,998) — 315,402 9,060,208 2022 4,865,698 2,047,019 3,494,039 — (1,138,890) 203,786 — 82,592 5,460,206 2021 5,048,917 1,986,339 5,307,895 — 3,867,497 335,331 — — 12,573,301 | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,265,568 | 2,212,036 | 1,171,378 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,916,515 | 2,532,866 | 345,655 |
Adjustment to Non-PEO NEO Compensation Footnote | Adjustments to SCT Fiscal SCT Total for Non- PEO NEOs ($) Less, Grant Plus, Year-End as of end of FY ($) Plus, Vesting in the same FY ($) Plus, Change in Fair Awards outstanding Plus, Change in vested in FY ($) Less, Prior Year Plus, Dividends or CAP for Non-PEO 2023 2,265,568 908,195 998,610 — 778,288 (239,457) — 21,701 2,916,515 2022 2,212,036 816,013 1,392,846 — (356,654) 71,623 — 29,028 2,532,866 2021 1,171,378 363,394 1,003,318 — 574,938 180,745 2,221,330 — 345,655 | ||
Compensation Actually Paid vs. Total Shareholder Return | |||
Compensation Actually Paid vs. Net Income | |||
Compensation Actually Paid vs. Company Selected Measure | |||
Total Shareholder Return Vs Peer Group | |||
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: Most Important Performance Measures for PEO and Non-PEO (1) Adjusted Operating Profit (2) Adjusted Earnings per Share (“EPS”) - Diluted (3) Return on Capital Employed (ROCE) (4) 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 (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 non-recurring “Non-GAAP (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 “Non-GAAP “Non-GAAP | ||
Total Shareholder Return Amount | $ 194.42 | 146.64 | 160.17 |
Peer Group Total Shareholder Return Amount | 161.85 | 137.61 | 146.43 |
Net Income (Loss) | $ 1,889,000,000 | $ 2,122,000,000 | $ 1,472,000,000 |
Company Selected Measure Amount | 2,917,000,000 | 2,951,000,000 | 2,092,000,000 |
PEO Name | Kevin Murphy | ||
Measure:: 1 | |||
Pay vs Performance Disclosure | |||
Name | Adjusted Operating Profit | ||
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 non-GAAP “Non-GAAP | ||
Measure:: 2 | |||
Pay vs Performance Disclosure | |||
Name | Adjusted Earnings per Share (“EPS”) - Diluted | ||
Measure:: 3 | |||
Pay vs Performance Disclosure | |||
Name | Return on Capital Employed (ROCE) | ||
PEO | Grant Date Fair Value Of Awards Reported In FY SCT [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | $ 2,520,730 | $ 2,047,019 | $ 1,986,339 |
PEO | Awards Granted In FY That Are Outstanding And Unvested As Of End Of FY [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 3,947,882 | 3,494,039 | 5,307,895 |
PEO | Prior Year Awards Outstanding And Unvested As Of End Of FY [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 2,331,881 | (1,138,890) | 3,867,497 |
PEO | Prior Year Awards That Vested In FY [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | (454,998) | 203,786 | 335,331 |
PEO | Dividends Or Other Earnings Paid On All Awards In CFY Prior To Vesting Date [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 315,402 | 82,592 | |
Non-PEO NEO | Grant Date Fair Value Of Awards Reported In FY SCT [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 908,195 | 816,013 | 363,394 |
Non-PEO NEO | Awards Granted In FY That Are Outstanding And Unvested As Of End Of FY [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 998,610 | 1,392,846 | 1,003,318 |
Non-PEO NEO | Prior Year Awards Outstanding And Unvested As Of End Of FY [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 778,288 | (356,654) | 574,938 |
Non-PEO NEO | Prior Year Awards That Vested In FY [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | (239,457) | 71,623 | 180,745 |
Non-PEO NEO | Prior Year Awards That Fail To Meet Vesting Conditions During FY [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | $ 2,221,330 | ||
Non-PEO NEO | Dividends Or Other Earnings Paid On All Awards In CFY Prior To Vesting Date [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | $ 21,701 | $ 29,028 |