WW GRAINGER INC
For the period ended Apr 24, 2024. Filed Mar 14, 2024.
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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.
Apr 24, 2024 · Filed Mar 14, 2024
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Contents
2023 Compensation Program Overview
| | ● | | | 38 | | | 2024 proxy statement | |
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Introduction
In 2023, we delivered record annual sales and earnings driven by the team’s focused execution against our long-term strategy. We strengthened our operational advantage in both our High-Touch Solutions—N.A. and Endless Assortment segments by remaining committed to our purpose—We Keep the World Working®. As described within this CD&A, our executive compensation programs feature durable designs that support our strategy and focus our leadership team on long-term growth and profitability.
2023 Highlights
| | Driving effective executive pay programs focused on what matters | |
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| | Metrics Aligned with Our Priorities | | | | Reflect Strong 2023 Performance | | | | Executive Pay is Pay for Performance | |
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| | NEO incentive programs and metrics aligned with our priorities to: • Execute on our growth drivers to provide customers with a flawless experience and tangible value. • Drive operational excellence and productivity to keep the business healthy and enable future investments. • Encourage long-term shareholder value creation. | | | | Delivered record full year earnings: • Delivered $16.5 billion in sales, up 9.5% on a daily, organic constant currency basis.(1) • Produced total Company adjusted ROIC of 42.8%, up from 40.6% in 2022.(1) • Outgrew the U.S. MRO market by approximately 525 basis points (bps) in High-Touch Solutions—U.S. business. • Expanded operating margin by 130 bps to 15.7% on an adjusted basis.(1) • Increased diluted EPS by 20.5% on a reported basis and 23.6% on an adjusted basis.(1) Achieved a one-year TSR of 50.5% and three-year TSR of 110.8%. | | | | 2023 NEO compensation reflects our pay for performance design: • 2023 short and long-term incentive payouts correspond with strong performance. • The NEO annual incentive payout was 128% of target and the 2021 PSU cycle payout was 124% of target. • 2023 CEO pay mix was updated to focus on 60% PSUs and 40% RSUs (updated from a 50/50 split). | |
2023 Compensation Program Overview
(1)
See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable generally accepted accounting principles (“GAAP”) financial measures. The 2023 MIP financial metrics are modified for the Company’s current year planned foreign currency exchange rates used when setting initial targets resulting in total Company daily, organic constant currency sales of 9.2% and total Company adjusted ROIC of 42.8%.
| | CORPORATE GOVERNANCE | | | PROPOSAL 1: ELECTION OF DIRECTORS | | | PROPOSAL 2: RATIFY THE INDEPENDENT AUDITOR | | | EXECUTIVE COMPENSATION | | | PROPOSAL 3: SAY ON PAY | | | QUESTIONS AND ANSWERS | | | APPENDICES | |
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