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
Summary Compensation Table
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Summary Compensation Table
| | Name and Principal Position(1) | | | | Year | | | | Salary | | | | Bonus | | | | Stock Awards(2) | | | | Non-Equity Incentive Plan Comp.(3) | | | | All Other Comp.(4) | | | | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | D.G. Macpherson Chairman of the Board & Chief Executive Officer | | | | 2023 | | | | $1,100,000 | | | | $0 | | | | $6,631,385 | | | | $2,112,000 | | | | $317,288 | | | | $10,160,673 | |
| | 2022 | | | | $1,100,000 | | | | $0 | | | | $5,734,290 | | | | $2,920,500 | | | | $212,868 | | | | $9,967,658 | | ||||
| | 2021 | | | | $1,090,225 | | | | $0 | | | | $5,241,816 | | | | $2,343,000 | | | | $340,553 | | | | $9,015,594 | | ||||
| | Deidra C. Merriwether Senior Vice President & Chief Financial Officer | | | | 2023 | | | | $693,836 | | | | $0 | | | | $2,000,793 | | | | $873,905 | | | | $110,883 | | | | $3,679,417 | |
| | 2022 | | | | $668,750 | | | | $0 | | | | $1,726,159 | | | | $1,075,275 | | | | $89,944 | | | | $3,560,128 | | ||||
| | 2021 | | | | $646,384 | | | | $0 | | | | $1,236,411 | | | | $830,700 | | | | $64,835 | | | | $2,778,330 | | ||||
| | Paige K. Robbins Senior Vice President & President Grainger Business Unit | | | | 2023 | | | | $693,836 | | | | $0 | | | | $2,000,793 | | | | $873,905 | | | | $110,883 | | | | $3,679,417 | |
| | 2022 | | | | $668,750 | | | | $0 | | | | $1,726,159 | | | | $1,075,275 | | | | $94,714 | | | | $3,564,898 | | ||||
| | 2021 | | | | $647,589 | | | | $0 | | | | $1,236,411 | | | | $830,700 | | | | $66,549 | | | | $2,781,249 | | ||||
| | Nancy L. Berardinelli-Krantz Senior Vice President & Chief Legal Officer | | | | 2023 | | | | $566,137 | | | | $900,000 | | | | $2,400,939 | | | | $576,293 | | | | $351,541 | | | | $4,794,910 | |
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| | Matthew E. Fortin Senior Vice President & Chief Human Resources Officer | | | | 2023 | | | | $452,265 | | | | $0 | | | | $801,541 | | | | $341,105 | | | | $48,578 | | | | $1,643,489 | |
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| | John L. Howard Former Senior Vice President & General Counsel(5) | | | | 2023 | | | | $597,946 | | | | $0 | | | | $1,300,380 | | | | $449,920 | | | | $125,143 | | | | $2,473,389 | |
| | 2022 | | | | $752,775 | | | | $0 | | | | $1,066,068 | | | | $1,071,204 | | | | $181,139 | | | | $3,071,186 | | ||||
| | 2021 | | | | $736,200 | | | | $0 | | | | $1,038,961 | | | | $842,458 | | | | $78,907 | | | | $2,696,526 | | ||||
| | Kathleen S. Carroll Former Senior Vice President & Chief Human Resources Officer(6) | | | | 2023 | | | | $384,444 | | | | $0 | | | | $1,151,067 | | | | $381,796 | | | | $65,240 | | | | $1,982,547 | |
| | 2022 | | | | $519,375 | | | | $0 | | | | $1,015,447 | | | | $693,807 | | | | $59,618 | | | | $2,288,247 | | ||||
| | 2021 | | | | $477,250 | | | | $0 | | | | $420,755 | | | | $377,223 | | | | $46,325 | | | | $1,321,553 | | ||||
(1)
With the exception of Ms. Carroll, position titles correspond to the last executive position held during 2023.
(2)
Represents the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718 and with PSUs calculated based on the probable outcome of such conditions (which was determined to be target). PSUs have a maximum payout of 200% of the target award. Therefore, the PSU awards at 200% of target would have a grant date fair value of $7,862,501, $1,970,974, $1,970,974, $1,280,999, $296,850, $1,280,999 and $1,133,912 for Mr. Macpherson, Ms. Merriwether, Ms. Robbins, Ms. Berardinelli-Krantz, Mr. Fortin, Mr. Howard and Ms. Carroll, respectively. Due to Ms. Carroll’s passing, her outstanding PSUs were settled at target (see footnote 6 below and footnote 24 in the Outstanding Equity Awards at Fiscal Year-End Table for further details).
(3)
The actual non-equity incentive plan payout for Mr. Fortin was $341,105 reflecting pro-rata payouts from 2023 MIP of $129,075 and the Company’s broad-based North America MIP (N.A. MIP) of $212,030 in accordance with the respective plan provisions. Mr. Fortin was aligned to the Company’s broad-based N.A. MIP prior to his appointment as SVP and Chief Human Resources Officer. Mr. Fortin was the only NEO who participated in the N.A. MIP, which includes a maximum individual performance multiplier of 150%. The portion received by Mr. Fortin under the 2023 N.A. MIP plan provisions was $129,075 which reflects performance results at 126% of target and an individual performance multiplier of 100%. The daily, organic constant currency sales High-Touch Solutions—N.A. MIP component was 9.2% resulting in a 53% sales growth payout, and the adjusted ROIC component was 45.7% resulting in a 73% adjusted ROIC payout, for a combined 2023 N.A. MIP payout of 126%, rounded to the nearest whole percent. The 2023 N.A. MIP financial metrics were modified for the Company’s current year planned foreign currency exchange rates used when setting initial targets. 2023 adjusted ROIC is a non-GAAP financial measure. For a definition of this measure and for a reconciliation to the nearest comparable GAAP measure, see Appendix B to this Proxy Statement.
(4)
For 2023, includes contributions accrued under the Company’s Retirement Savings plan and the related SPSP of $241,230, $106,113, $106,113, $87,352, $48,578, $100,584 and $65,240 for Mr. Macpherson, Ms. Merriwether, Ms. Robbins, Ms. Berardinelli-Krantz, Mr. Fortin, Mr. Howard and Ms. Carroll, respectively. Ms. Carroll’s Retirement Savings Account contributions ceased as of the date of her death, and her trust will receive a final Retirement Savings Plan distribution based on her beneficiary elections and in accordance with the relevant plan provisions. Amounts in this column also include: the
| | 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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| | ● | | | 56 | | | 2024 proxy statement | |
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incremental cost of the frozen EDBP of $71,288 for Mr. Macpherson and $18,481 to Mr. Howard, relocation costs of $218,164 and associated relocation benefit tax gross-ups of $40,696 pursuant to the Company’s relocation policy related to the relocation of Ms. Berardinelli-Krantz and the cost of executive physicals of $4,770, $4,770, $4,770, $5,329 and $6,078 for Mr. Macpherson, Ms. Merriwether, Ms. Robbins, Ms. Berardinelli-Krantz and Mr. Howard, respectively.
(5)
As previously disclosed on the Company’s Current Report filed with the SEC on December 15, 2022, Mr. Howard stepped down as the Company’s General Counsel on January 30, 2023. He continued to serve as an active employee thereafter.
(6)
Ms. Carroll passed away during fiscal year 2023 on September 3, 2023.
| | 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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