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GLOBAL INDUSTRIAL Co

For the period ended Dec 31, 2023. Filed Apr 24, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Apr 24, 2024

GIC$46.40-1.7%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance Table

In accordance with the SEC’s PvP rules, below is the required tabular disclosure for the Principal Executive Officer

(“PEO”) and the average for the NEOs excluding the PEO (“Non-PEO NEOs”) for 2023, 2022, 2021 and 2020.

Year(a) · Summary Compensation Table Total for PEO(1)(2)($)(b) · Compensation Actually Paid to PEO(3)(4)($)(c) · Average Summary Compensation Table Total for Non-PEO NEOs(3)($)(d) · Average Compensation Actually Paid to Non-PEO NEOs(e)(1)(3)(4) · Value of Initial Fixed $100 Investment Based On:(5) · Net Income($mm)(h) · Adjusted Operating Income ($mm)(i)
Total Shareholder Return(f) · Peer Group TotalShareholder Return(g)
20232,775,0574,902,7961,052,0161,458,579193.31157.4870.796.5
20224,237,2362,166,1461,036,904703,292113.95138.3978.8105.2
20212,994,5003,543,5681,075,700963,934193.48202.44103.388.0
20203,043,5004,189,4731,155,4001,432,153162.81141.9465.484.1

(1)Mr. Litwin was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are as follows:

2023: Richard B. Leeds, Bruce Leeds, Robert Leeds, Thomas Clark, Claudia Hughes and Manoj Shetty.

2022: Thomas Clark, Claudia Hughes, Manoj Shetty and Klaus Werner.

2021: Richard B. Leeds, Bruce Leeds, Robert Leeds, Thomas Clark and Eric Lerner.

2020: Richard B. Leeds, Bruce Leeds, Robert Leeds, Thomas Clark, Ritesh Chaturbedi, Robert Dooley and Eric Lerner.

(2)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Litwin for each corresponding year in the Total Compensation column of the Summary Compensation Table. See Summary Compensation Table on page 51 of this Proxy Statement.

(3)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each corresponding year, adjusted as described in footnote 4 below.

(4)For each of 2023, 2022, 2021 and 2020, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively.

PEO · 2023 · 2022 · 2021 · 2020
Summary Compensation Table ("SCT") Total for PEO (column (b))$2,775,057$4,237,236$2,994,500$3,043,500
-aggregate change in actuarial present value of pension benefits$—$—$—$—
+service cost of pension benefits$—$—$—$—
+prior service cost of pension benefits$—$—$—$—
-SCT “Stock Awards” column value$(199,978)$(1,700,000)$(850,000)$(700,000)
-SCT “Option Awards” column value$(900,012)$—$(150,000)$—
+year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end$1,457,712$986,025$1,033,908$1,010,159
[+/-]year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end$1,537,977$(1,463,516)$444,935$849,800
+vesting date fair value of equity awards granted and vested in the covered year$—$200,013$—$—
[+/-]year-over-year change in fair value of equity awards granted in prior years that vested in the covered year$232,040$(93,612)$70,225$(13,986)
-fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year$—$—$—$—
+dollar value of dividends/earnings paid on equity awards in the covered year$—$—$—$—
+excess fair value for equity award modifications$—$—$—$—
Compensation Actually Paid to PEO (column (c))$4,902,796$2,166,146$3,543,568$4,189,473

62 | Global Industrial Company 2024 Proxy Statement

Average for Non-PEO NEOs · 2023 · 2022 · 2021 · 2020
Average SCT Total for Non-PEO NEOs (column (d))$1,052,016$1,036,904$1,075,700$1,155,400
-aggregate change in actuarial present value of pension benefits$—$—$—$—
+service cost of pension benefits$—$—$—$—
+prior service cost of pension benefits$—$—$—$—
-SCT “Stock Awards” column value$(70,522)$(197,150)$(18,960)$(71,400)
-SCT “Option Awards” column value$(284,112)$(89,625)$(18,960)$(71,557)
+year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end$463,981$187,539$33,741$247,991
[+/-]year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end$170,982$(161,246)$17,720$138,509
+vesting date fair value of equity awards granted and vested in the covered year$—$—$—$—
[+/-]year-over-year change in fair value of equity awards granted in prior years that vested in the covered year$126,234$(73,130)$28,086$33,210
-fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year$—$—$(153,393)$—
+dollar value of dividends/earnings paid on equity awards in the covered year$—$—$—$—
+excess fair value for equity award modifications$—$—$—$—
Average Compensation Actually Paid to Non-PEO NEOs (column (e))$1,458,579$703,292$963,934$1,432,153

(5)For each of 2023, 2022, 2021 and 2020, total shareholder return for the Company and the peer group represents the dollar value as of December 31, 2023, 2022, 2021 and 2020, of a deemed fixed investment of $100 at market close on December 31, 2019, assuming reinvestment of dividends. The Peer Group TSR set forth in this table utilizes the S&P Retail Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.