Ferguson Enterprises Inc.
751 Lakefront Commons
Newport News, VA 23606
July 18, 2024
Name
Street Address
City, State, Zip
Re: Appointment to the Ferguson Board of Directors
Dear _________,
On behalf of Ferguson Enterprises Inc. (“Ferguson” or the “Company”), I am writing to confirm the terms of your appointment to serve as a Non-Employee Director (a “Director”) on Ferguson’s Board of Directors (the “Board”).
The terms of your appointment are as follows:
1. Appointment Date
Your appointment took effect as of February 14, 2024 (the “Appointment Date”).
2. Responsibilities
You agree to exercise your powers as a Director to the best of your abilities in compliance with all relevant obligations under applicable laws and regulations, including the Delaware General Corporation Law, the New York Stock Exchange listing standards, the Sarbanes-Oxley Act of 2002, the Securities Exchange Act of 1934, the Securities Act of 1933, regulations issued by the U.S. Securities and Exchange Commission and/or the UK Financial Conduct Authority, the Market Abuse Regulation, the Company’s share ownership guidelines appliable to Directors, the Company’s Corporate Governance Guidelines, the Company’s Code of Conduct, and all other Company policies as may be adopted or amended from time to time that are applicable to Directors.
You are expected to attend each meeting of the Board, each meeting of any Board committee to which you are appointed, and each meeting of the Company’s shareholders. In addition, there may be telephonic calls to address specific matters that arise from time to time. If you are unavoidably unable to attend, as much prior notice as possible should be given to the Board Chair and the Corporate Secretary (or designee).
You also agree to devote such time as is reasonably necessary for the proper performance of your duties as a Director. Overall, it is estimated that an annual time commitment of 12-15 meeting days (in addition to preparation work and travel within North America) will be required.
You must keep the Board informed on a continuing basis of all changes to your outside directorships and other (direct or indirect) interests, employments, consultancies or associations held by you or an immediate family member (as defined in Ferguson’s Related Party Transactions Policy). Additional appointments should not be undertaken without prior approval in accordance with Ferguson’s Corporate Governance Guidelines, as amended from time to time.
You acknowledge that all non-public information acquired in your role as a Director is confidential (“Confidential Information”) to Ferguson and should be used only in the course of your duties as a Director and in furtherance of Ferguson’s business. You agree not to make use of any Confidential Information for your own purpose or for the benefit of any other entity or person. You agree to not release, communicate, or disclose any Confidential Information to third parties during your appointment or following termination without prior clearance from the Board Chair or the Corporate Secretary.
3. Annual Re-Election / Termination of Appointment
You acknowledge that continued service as a Director is subject to applicable laws and Ferguson’s Certificate of Incorporation and Bylaws, each as they may be amended or restated from time to time. Such continued service is further subject to re-election at Ferguson’s Annual Meeting of Shareholders (“Annual Meeting”), and this appointment letter conveys no right to re-nomination by Ferguson’s Board each year. Accordingly, without limitation, your appointment will terminate if you:
(i) vacate your office as a Director under Ferguson’s Certificate of Incorporation and/or Bylaws;
(ii) are removed from office as a Director by any resolution duly proposed and resolved by the Company’s shareholders; or
(iii) are not re-elected as a Director at an Annual Meeting.
4. Compensation
For the period between August 1, 2024 and the next Annual Meeting (the “Initial Period”), Ferguson will pay you based on the same cash compensation arrangement that you had with Ferguson plc, in arrears each month. In accordance with the terms of the Sinatra III merger transaction, your unvested equity award previously granted under the Ferguson plc 2023 Omnibus Equity Incentive Plan was automatically converted to an equivalent incentive award from the Company. Your existing award agreement remains valid, except that all references to “Ferguson plc” are now references to “Ferguson Enterprises Inc.” and all references to “ordinary shares” are references to “common stock”.
Director compensation (cash and equity) is reviewed and determined by the Board annually in connection with the Annual Meeting. Following each Annual Meeting, the Company will advise you of your applicable compensation as determined by the Board and payable to you during the year following the Annual Meeting.
Ferguson also will reimburse all reasonable out of pocket expenses incurred by you in connection with your service as a Director. Such expenses should be provided to the Corporate Secretary (or designee) for approval.
* * * * *
Nothing in this letter should be construed to interfere with or otherwise restrict in any way the rights of Ferguson and its shareholders to remove any Director at any time in accordance with the provisions of applicable law. This letter sets forth the terms of your appointment as a Director, and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by a duly authorized Company representative and by you.
We hope that you find the above terms acceptable. Please sign, date and return the attached copy of this letter to Ian Graham, Chief Legal Officer & Corporate Secretary, confirming your agreement with the terms of this appointment.
Yours faithfully,
Geoff Drabble
Board Chair
I have read and acknowledged this letter, and signify my acceptance to its terms:
__________________________________________________
Name Date
Schedule I
Ferguson Enterprises Inc. (the “Company”) has entered into the Appointment Letter (“Letter”) set forth immediately above this Schedule I with each of the non-employee directors of the Company named below, as of the dates indicated.
1. Letter, dated July 18, 2024, acknowledged and agreed by Kelly Baker on July 18, 2024.
2. Letter, dated July 18, 2024, acknowledged and agreed by Geoff Drabble on July 18, 2024.
3. Letter, dated July 18, 2024, acknowledged and agreed by Catherine Halligan on July 18, 2024.
4. Letter, dated July 18, 2024, acknowledged and agreed by Brian May on July 18, 2024.
5. Letter, dated July 18, 2024, acknowledged and agreed by James Metcalf on July 18, 2024.
6. Letter, dated July 18, 2024, acknowledged and agreed by Alan Murray on July 18, 2024.
7. Letter, dated July 18, 2024, acknowledged and agreed by Thomas Schmitt on July 18, 2024.
8. Letter, dated July 18, 2024, acknowledged and agreed by Nadia Shouraboura on July 18, 2024.
9. Letter, dated July 18, 2024, acknowledged and agreed by Suzanne Wood on July 18, 2024.
