W.W. Grainger, Inc DEF 14A, filed Mar 10, 2026

About this DEF 14A

W.W. Grainger, Inc. (GWW)

DEF 14A 2026-03-10 For: 2026-04-29

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Added on June 12, 2026

MEETING AGENDA

BOARD
RECOMMENDATION

PROPOSAL 1: To elect 12 Director nominees named in the proxy statement for the ensuing year

Vote FOR
all nominees

PROPOSAL 2: To ratify the appointment of Ernst & Young LLP as the independent auditor for the year ending December 31, 2026

PROPOSAL 3: To approve on a non-binding, advisory basis the compensation of Grainger’s Named Executive Officers

W.W. Grainger, Inc filed this DEF 14A on March 10, 2026.

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	LOGISTICS
	Date and Time 8:00 a.m., Central Time, on Wednesday, April 29, 2026
	Shareholders Meeting (Held Virtually)
	Record Date March 2, 2026


INTERNET	TELEPHONE	MAIL
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	1			CORPORATE GOVERNANCE
	1			The Role of the Board
	3			Director Independence
	3			Transactions with Related Persons
	5			Board Qualifications, Attributes, Skills, and Background
	7			Attendance of Directors at Meetings
	7			Annual Election of Directors
	7			Candidates for Board Membership
	8			Agreement Involving Director Nominee
	9			PROPOSAL 1: ELECTION OF DIRECTORS
	9			Director Nominees’ Experience and Qualifications
	20			Board and Committee Meetings; Executive Sessions
	20			Board Committees & Membership
	21			Audit Committee
	22			Board Affairs and Nominating Committee
	23			Compensation Committee of the Board
	24			Leadership Structure
	24			Lead Director
	25			Board, Committee, and Director Evaluations
	27			Board Oversight
	28			Corporate Responsibility—The Grainger Impact Program
	30			Political Activity
	30			Other Communications with Directors
	30			Available Information
	31			Director Compensation
	32			2025 Director Compensation Table
	33			Ownership of Grainger Stock
	35			Delinquent Section 16 Reports
	35			Insider Trading Policy

	36			Report of the Audit Committee
	37			Audit Fees and Audit Committee Pre-Approval Policies and Procedures
	38			PROPOSAL 2: RATIFY THE INDEPENDENT AUDITOR
	39			Report of the Compensation Committee of the Board
	40			EXECUTIVE COMPENSATION
	40			Compensation Discussion and Analysis
	42			Executive Summary
	45			Compensation Philosophy, Plans and Practices
	58			Compensation Tables
	63			Employment Agreements, Change in Control and Termination of Employment Arrangements
	70			CEO Pay Ratio
	71			Pay Versus Performance
	76			Equity Compensation Plans
	77			PROPOSAL 3: SAY ON PAY
	78			QUESTIONS AND ANSWERS
	78			Virtual Meeting
	78			Proxy Materials
	79			Voting Information
	81			INFORMATION NOT INCORPORATED INTO THIS PROXY STATEMENT
	81			FORWARD-LOOKING STATEMENTS
	A-1			APPENDIX A—CATEGORICAL STANDARDS FOR DIRECTOR INDEPENDENCE
	B-1			APPENDIX B—NON-GAAP FINANCIAL MEASURES AND DEFINITIONS



	“Time and again, our Grainger team members demonstrate an unwavering commitment to serving our customers, supporting our communities and helping us deliver exceptional results for our shareholders. To deliver on our purpose— We Keep The World Working®—in 2026 we will continue to provide a best-in class offer, invest to fuel growth, and above all, uphold the culture that sets Grainger apart.”

Corporate Governance/Public Company Experience	Human Resources/Compensation	Operational/Strategy

Experience serving as a public company director; demonstrated understanding of current corporate governance standards and best practices in public companies	Experience managing a human resources/ compensation function; experience with executive compensation and broad-based incentive planning	Experience developing and implementing operating plans and business strategy
Digital/eCommerce	International	Real Estate

Experience implementing digital and omnichannel strategies and/or operating an eCommerce business	Experience overseeing a complex global organization	Experience overseeing complex real estate matters that are integral to a business
Business Ethics	Public Company/Leadership	Risk Assessment & Risk Management

Track record of integrity, uncompromising moral principles and strength of character	“C-Suite” experience with a public company and/or leadership experience as a division president or functional leader within a complex organization	Experience overseeing complex risk management matters
Finance/Capital Allocation	Supply Chain/Logistics	Technology/Cybersecurity

Knowledge of finance or financial reporting; experience with debt and capital markets transactions and/or mergers and acquisitions (“M&A”)	Experience in supply chain management encompassing the planning and management of all activities involved in sourcing, and procurement, conversion, and all logistics management	Experience implementing technology strategies and managing/mitigating cybersecurity risks
Government/Public Policy	Marketing/Sales & Brand Management

Experience overseeing complex regulatory matters that are integral to a business	Experience managing a marketing/sales function, and in increasing the perceived value of a product line or brand over time in the market

Mr. Adkins serves as president of 3RAM Group, LLC and served as a Senior Vice President at International Business Machines Corporation (“IBM”), where he held various senior roles, including heading Corporate Strategy and Systems and Technology. In over 30 years with IBM, he developed a broad range of experience, including extensive experience in emerging technologies, global business operations, product development, and brand management. He also gained significant experience managing and understanding corporate finance, financial statements, and accounting through his many operational roles with IBM. Additionally, Mr. Adkins managed IBM’s supply chain and procurement, giving him direct insight into global trade and supply chains, and the role of distributors in those efforts. Mr. Adkins has extensive experience in corporate governance matters, is a recognized leader in technology and technology strategy, and serves as a director of other publicly traded companies with additional responsibilities, including a board chairmanship and assignments to a compensation committee and an audit committee.
Other Current Public Company Boards • Avnet, Inc. (Chairman of the Board; Chair, executive committee; corporate governance committee) • United Parcel Service, Inc. (Chair, risk committee; executive committee; compensation and human capital committee)	Business and Other Experience • 3RAM Group LLC (2015-present), a privately held company specializing in capital investments, business consulting services and property management, where Mr. Adkins serves as President • IBM, a globally integrated technology and consulting company, where Mr. Adkins held numerous development and management roles, including Senior Vice President of Corporate Strategy (2013-2014); Senior Vice President of Systems and Technology Group (2009-2013); Senior Vice President of Development & Manufacturing (2007-2009); and Vice President of Development of IBM Systems and Technology Group (2003-2007)	Prior Public Company Boards • PayPal Holdings, Inc. (2017-June 2025) (audit, risk, and compliance committee; corporate governance and nominating committee) • PPL Corporation (2014-2019) (audit committee; finance committee) • Pitney Bowes Inc. (2007-2013) (audit committee; executive compensation committee)
Qualifications, Attributes and Skills

	Mr. Davis served as Interim CEO of Pallidus, a provider of silicon carbide technology, from December 2023 through November 2024 in conjunction with his role as a Board member. Previously he served as CFO for three global, public companies for 16 years as part of a career spanning over 40 years and has deep knowledge of the semiconductor industry. From 2019-2022, he served as Executive Vice President, Chief Financial Officer of Intel Corporation, where he headed the global finance organization. Prior to joining Intel, Mr. Davis spent six years as Executive Vice President and Chief Financial Officer at Qualcomm Inc. and seven years in the same role at Applied Materials, Inc. At Applied Materials, he became the CFO after six years with the company where he began as Corporate Vice President and Treasurer, overseeing the treasury and tax organizations. Prior to that he spent 19 years at Atlantic Richfield Company (“ARCO”) in roles, including in assistant treasurer positions and later as CFO for ARCO’s EMEA business. Mr. Davis has expertise in corporate strategy and transformation, capital markets, M&A, information technology, cybersecurity, corporate responsibility and investor and government relations among others. His background includes engaging with boards on strategy, finance, risk management, governance, compensation, and activism. Mr. Davis serves as a trustee for the Old Globe Theater in San Diego and as chairman for the United States arm of A4S (Accounting for Sustainability), a non-profit under the King’s Trust, seeking to embed sustainability in organizations’ strategy, operations, and reporting.
	Business and Other Experience • Pallidus (2022-Present): A provider of silicon carbide technology, where Mr. Davis has been a director since 2022 and served as interim CEO from December 2023-November 2024 • Intel Corporation (2019-2022): A leading semiconductor company, where Mr. Davis held the position of Executive Vice President and Chief Financial Officer (2019-2022) • Qualcomm, Inc. (2013-2019): A wireless technology innovator, where Mr. Davis held the position of Executive Vice President and Chief Financial Officer (2013-2019) • Applied Materials, Inc. (2000-2013): A semiconductor equipment and solutions provider, where Mr. Davis held the position of Executive Vice President, Chief Financial Officer (2006-2013), Group Vice President, Corporate Business Development (2005-2006), and Corporate Vice President and Treasurer (2000-2005)
	Qualifications, Attributes and Skills

	Ms. Jaspon serves as Chief Financial Officer of Inspire Brands, Inc., a multi-brand restaurant company whose portfolio includes 33,000+ restaurants worldwide. Ms. Jaspon oversees all accounting and reporting, tax, financial planning and analysis, treasury, and internal audit functions for Inspire and its brands. She is also responsible for managing Inspire’s relationships with lending institutions, investors, and the financial community. Prior to joining Inspire in December 2020, Ms. Jaspon served as the Chief Financial Officer of Dunkin’ Brands Group, Inc., the former parent company of Dunkin’ and Baskin-Robbins, where she led all finance-related functions, as well as investor relations since 2017. In this role, she oversaw global financial planning and analysis, accounting, financial reporting, tax, treasury, enterprise risk management, payments, insurance, and demand planning functions. During her 15-year tenure with Dunkin’ Brands, Ms. Jaspon led several transactions, including the company’s initial public offering and follow-on equity offerings, securitizations and numerous debt transactions, the divestiture of a brand, and the sale of Dunkin’ Brands to Inspire. Previously, Ms. Jaspon spent eight years at KPMG LLP as an auditor. She is a certified public accountant. Ms. Jaspon previously served as a member and chair of the audit committee of the board of directors of MOD Pizza LLC and also serves on various non-profit boards.
	Business and Other Experience • Inspire Brands, Inc. (2020-Present), a multi-brand restaurant company, where she serves as Chief Financial Officer • Dunkin’ Brands Group, Inc. (2005-2020), a quick service restaurant franchisor (Dunkin’ Brands), where Ms. Jaspon has held various roles, including Senior Vice President, Chief Financial Officer (2017-present), Vice President, Finance and Treasury (2014-2017), Vice President, Controller and Corporate Treasurer (2010-2014), and Director, Assistant Controller (2005-2010). In December 2020, Inspire Brands acquired Dunkin’ Brands • KPMG LLP (1997-2005), a global audit, tax, and advisory services firm, where Ms. Jaspon held various roles, including Senior Manager
	Qualifications, Attributes and Skills

Mr. Klein served as Chief Executive Officer, Fortune Brands Home & Security, Inc. He led the spin-off of the Fortune Brands Home & Security division into its own public company in October 2011. From the initial public offering until his 2020 retirement, the newly public company’s revenues doubled and profits increased by 15 times. Prior to joining Fortune Brands, Mr. Klein served in a series of roles in the financial services sector and as a management consultant at McKinsey & Co. advising clients in this sector. He acquired significant experience in corporate strategy, distribution, branding, M&A, and restructuring and developing businesses. Mr. Klein has extensive experience in corporate governance matters and serves as a director of other publicly traded companies with additional responsibilities, including chairing at separate companies a nominating / ESG committee and a compensation committee. He also previously served as an executive chairman of the Fortune Brands Home & Security board. Mr. Klein also serves as a life trustee and former Chairman of the Board of Ravinia Music Festival, a board member of the University of Iowa’s Center for Advancement and an Emeritus Advisory Board Member to the University of Iowa Tippie School of Business, a Trustee of the Naples Children’s Foundation and a board member of the Saint Ann School Foundation.
Other Current Public Company Boards • Thor Industries (Chair, nominating / ESG committee, audit committee) • Vontier Corporation (Chair compensation committee) (Mr. Klein is not standing for re-election to the Vontier Corporation board at its next annual meeting of shareholders)	Business and Other Experience • Fortune Brands Home & Security, Inc. (spun out of Fortune Brands in 2011) (2003-2020), a manufacturer of home and securities products, where Mr. Klein joined in 2003 as SVP Strategy / Corporate Development / HR, was named President and CEO Fortune Brands Home Division in 2009, and became CEO of Fortune Brands Home & Security, Inc. upon its public listing in October 2011. Upon his retirement as CEO in January 2020, he became Executive Chairman of the Board through December 2020 • Bank One (2001-2003), a bank now merged with JPMorgan Chase & Co., where as Executive Vice President, Mr. Klein restructured businesses and developed the bank’s payments strategy • McKinsey & Co. (1992-2000), Partner serving financial services organizations across North America	Prior Public Company Boards • Fortune Brands Home & Security, Inc. (2011-2020)
Qualifications, Attributes and Skills

Mr. Macpherson has served Grainger in many capacities over his more than 17 years, including developing Company strategy, overseeing the launch of Grainger’s U.S. Endless Assortment business, Zoro Tools, Inc., building the Company’s supply chain capabilities globally and realigning the U.S. business to create greater value for customers of all sizes. Mr. Macpherson also has extensive experience in strategic planning, development, and execution. Mr. Macpherson joined Grainger in 2008 after working closely with Grainger for six years as a partner and managing director at The Boston Consulting Group, a global management consulting firm, where he was a member of the Industrial Goods Leadership Team. Mr. Macpherson currently serves on the Griffin Museum of Science and Industry Board of Trustees and as the Vice Chair of the Civic Committee of the Commercial Club of Chicago.
Other Current Public Company Boards • DuPont de Nemours, Inc. (Director) (January 2026)	Business and Other Experience • Chairman of the Board of the Company, a position assumed in October 2017, and Chief Executive Officer of the Company, a position assumed in October 2016, at which time Mr. Macpherson was also appointed to the Board of Directors • Numerous senior management roles at the Company, including Chief Operating Officer (2015-2016); Senior Vice President and Group President, Global Supply Chain and International (2013-2015); Senior Vice President and President, Global Supply Chain and Corporate Strategy (2012-2013); and Senior Vice President, Global Supply Chain (2008-2012) • The Boston Consulting Group, Partner, and Managing Director (2002-2008)	Prior Public Company Boards • International Paper Company (2021-2024)
Qualifications, Attributes and Skills

Ms. Miller served Stericycle, Inc. as a Director from February 2019 and as President and Chief Executive Officer from May 2019 until her retirement in November 2024. Prior to Stericycle, after serving as President and COO since October 2018, Ms. Miller served as President, Global Freight Forwarding for United Parcel Service, Inc. (“UPS”), a multinational package delivery and supply chain management company, from April 2016 to September 2018 and as President of UPS’s European region from March 2013 to March 2016. Ms. Miller has significant transportation and logistics expertise, and she also has deep knowledge and experience in the healthcare industry, business transformation and change management, operations management, strategy, safety and international business.
Other Current Public Company Boards • Allspring Global Fund (Trustee) (January 2026)	Business and Other Experience • Stericycle, Inc. (2018-November 2024): A business-to-business services company and leading provider of compliance-based solutions, including regulated waste management, secure information destruction, and compliance, training where, prior to joining the Board of Directors and becoming President and Chief Executive Officer in May 2019, Ms. Miller joined in 2018 as President and COO • United Parcel Service, Inc. (1988-2018): A package delivery company and a leading provider of global supply chain management solutions, where she held various roles of increasing responsibility including as President, Global Freight Forwarding; President, Europe Region; Managing Director, UPS UK and Managing Director, UPS South Europe, Middle East and Africa	Prior Public Company Boards • Stericycle, Inc. (2019-2024) • UGI Corporation (2020-2024)
Qualifications, Attributes and Skills

	Mr. Novich served as the Chairman of the Board, President, and Chief Executive Officer of Ryerson Inc., a global public company where he was deeply engaged in its distribution operations on a domestic and international basis, and also on leadership development and human resources functions. He also spent 13 years with a major management consulting firm, where he was a partner and led the firm’s Distribution and Logistics Practice. As a result, Mr. Novich has in-depth operational experience in supply chain, distribution and logistics as well as experience in developing strategy across a variety of industries. Mr. Novich also has extensive experience in corporate governance matters and served as a director of other publicly traded companies with service on various board committees. As a public company director, he has previously chaired two audit committees and four compensation committees. Mr. Novich is a trustee of the Field Museum of Natural History.
	Business and Other Experience • Endeavor Health (December 2025-present), a community-based, fully integrated health system, where Mr. Novich serves as a member of its regional Board of Directors • Hillenbrand, Inc. (2010-February 2026) (Chair, audit committee; mergers and acquisitions committee; nominating and corporate governance committee, former Chair, compensation committee) • Beacon Roofing Supply, Inc. (2012-April 2025) (nominating and governance; audit committee; former Chair, audit committee; former Chair, compensation committee) • Analog Devices, Inc. (2008-2020) (audit committee; former Chair, compensation committee) • Ryerson Inc., Chairman of the Board (1999-2007) • Ryerson, Inc. (1994-2007), a global metal distributor and fabricator, where Mr. Novich joined in 1994 as Chief Operating Officer, was named President and CEO in 1996, and was additionally appointed Chairman in 1999. He remained Chairman and CEO until 2007, when the company was sold • Bain & Company (1981-1994), an international management consulting firm, where Mr. Novich spent several years as a partner and led the firm’s Distribution and Logistics Practice
	Qualifications, Attributes and Skills

Ms. Perez is an Executive Vice President of The Coca-Cola Company, where she leads an integrated team across public affairs and communications, sustainability, and strategic partnerships to support the company’s growth model and strategic initiatives. In this role, Ms. Perez aligns a diverse portfolio of work against critical business objectives to support brands, communities, consumers, and partners worldwide. During her tenure of more than two decades at that company, she has held several leadership roles while garnering significant experience in marketing and sustainability programs. Ms. Perez also has experience in corporate governance matters and serves as a director of another publicly traded company, with additional responsibilities, including a governance committee assignment. Ms. Perez is a strong advocate for community service, serving on various non-profit boards, including The Coca-Cola Foundation.
Other Current Public Company Boards • Primerica, Inc. (corporate governance committee) (Ms. Perez is not standing for re-election to the Primerica, Inc. board at its annual meeting of stockholders, scheduled to be held in May 2026)	Business and Other Experience • The Coca-Cola Company (1996-present), a global beverage company, where prior to assuming her current position in March 2017, Ms. Perez held several leadership positions including as the company’s first Chief Sustainability Officer (2011-2017). Prior to that she held various roles of increasing responsibility at The Coca-Cola Company in the North America Operating Division, including Chief Marketing Officer, Senior Vice President Integrated Marketing, and multiple field operating roles	Prior Public Company Boards • HSBC North America Holdings, Inc. (2007-2014), the HSBC Finance Corporation (2008-2014), and the HSBC Bank Nevada, N.A. (2011-2013)
Qualifications, Attributes and Skills

	Mr. Santi is the Non-Executive Chairman and former Chief Executive Officer of Illinois Tool Works Inc. (“ITW”). In the course of his more than 40 years with ITW, he served in various leadership roles for ITW including serving as the company’s CEO from 2012-2023. Mr. Santi has significant experience with acquisitions and divestitures and integrating acquired companies, strategic marketing. global manufacturing, innovation driven growth, international operations, and talent management including compensation policy, leadership development, and succession planning. Mr. Santi currently serves as a trustee or director of various civic and nonprofit organizations including the Rush System for Health, Northwestern University, the Art Institute of Chicago, the Lyric Opera of Chicago, and the Chicago Symphony Orchestra Association.
	Other Current Public Company Boards • Illinois Tool Works Inc. (Non-Executive Chairman of the Board)			Business and Other Experience • ITW (1983-present), a global multi-industry manufacturing leader of engineered components and systems, where Mr. Santi serves as Non-Executive Chairman. He served as ITW’s Chief Executive Officer (2012- 2023), and held various senior management roles, including Vice Chairman (2008-2012) and Executive Vice President (2004-2008)
	Qualifications, Attributes and Skills

	Ms. Slavik Williams is a private investor who has been a long-term significant shareholder of the Company as well as an entrepreneur and environmentalist. She has expansive knowledge in investments, financing, and real estate, including as a result of her 30-plus years of service on the board of directors of Mark IV Capital, Inc. She also has a deep understanding of environmental and social matters, working for 29 years as President and member of the board of directors of a foundation focused on wildlife preservation in the United States, Africa, South America, and Asia. Since 2017, Ms. Slavik Williams has served as a member of the board of directors of iSelect Fund, a venture capital investment firm. For 12 years, Ms. Slavik Williams was a director of the Saint Louis Zoo and currently serves on the conservation committee of its strategic planning group. As a longstanding significant shareholder of the Company, she possesses extensive knowledge of the Company’s business, organization, and culture.
	Business and Other Experience • Four Palms Ventures, a venture capital firm founded by Ms. Slavik Williams focused on investing in early stage agtech and other technology companies, where Ms. Slavik Williams serves as President and Manager (2019-present) • iSelect Fund, a venture capital investment firm, where Ms. Slavik Williams serves on the board (2017-present) • The Donald J. Slavik Family Foundation, a nonprofit organization supporting programs that preserve wildlife and the environment, where Ms. Slavik Williams presently serves as President and a member of its Board of Directors (1995-present) • Mark IV Capital, Inc., a private commercial real estate development and investment company, where Ms. Slavik Williams served on its Board of Directors (1989-2025) • Ernst & Young Consulting (now Capgemini), a global consulting and technology services company, where Ms. Slavik Williams was a Manager (1994-1998)
	Qualifications, Attributes and Skills

	Mr. Watson is a Partner at Archer Venture Capital. Previously he served as President, MSG Sphere at Madison Square Garden Entertainment Corp. where he led the strategy and execution of all business aspects of the Sphere, which opened in Las Vegas in September 2023. Prior to that he served as Senior Vice President, Go To Market, and Chief Marketing Officer and General Manager, at Cruise LLC where he led Cruise’s go to market strategy with respect to the company’s autonomous vehicle fleet. Before Cruise, he served as Executive Vice President and Chief Marketing and Sales Officer at Intuit, where he led the company’s global sales and go to market efforts. Prior to Intuit, Mr. Watson was Vice President for Global Brand Solutions at Google, where he led the company’s brand advertising business, working with many of the world’s leading companies. Early in his career, Mr. Watson held a variety of marketing and general management roles at Procter & Gamble.
	Business and Other Experience • Partner, Archer Venture Capital (2023-present), a leading venture capital firm that invests in high growth technology companies. Member of the Board of Directors of Hatch Baby, Inc. which is one of Archer’s portfolio investments • Madison Square Garden Entertainment Corp. (2022-2023), a leader in live entertainment where Mr. Watson served as President, MSG Sphere • Cruise LLC (2018-2021), an autonomous vehicle and technology company owned by General Motors Company, a global automotive company, where Mr. Watson served as Senior Vice President, Go to Market (2020-2021) and Chief Marketing Officer and General Manager (2018-2020) • Intuit, Inc. (2016-2018), a global provider of business and financial management solutions, where Mr. Watson served as an Executive Vice President and Chief Marketing and Sales Officer • Google, Inc. (2011-2016), a global technology company, where Mr. Watson served as Vice President, Global Brand Solutions
	Qualifications, Attributes and Skills

Mr. White brings over 30 years of experience in eCommerce, sales, marketing, operations, and general management across multiple industries. In over 22 years at Comcast Corporation, Mr. White served in various senior management roles with significant operating and financial responsibility over a number of states, thousands of employees, millions of customers, and billions of dollars in revenue. In December 2024, Mr. White retired from Comcast as President, Special Counsel to the CEO, Comcast Cable. Mr. White also served for 11 years as President, Comcast West. In that capacity, he was responsible for all Comcast cable operations in 13 states, leading nearly 30,000 employees, serving more than nine million customers, and driving annual revenue of nearly $20 billion. Prior to that, Mr. White was responsible for Comcast’s operations in California. Before joining the cable industry, Mr. White held various positions at Colgate-Palmolive, including Marketing Director of Colgate-Palmolive’s Toothbrush Products Division. Mr. White also has experience in corporate governance matters and serves as a director of one other public company, where he serves on various committees. Mr. White also serves on the board of directors of the Metropolitan Football Stadium District and is a member of the Executive Leadership Council. He is a published author and public speaker.
Other Current Public Company Boards • Hormel Food Corporation (governance committee; audit committee)	Business and Other Experience • Comcast Corporation (2022-October 2024): A global media and technology company, where Mr. White held various roles, including President, Comcast West Division (2009-2020), Regional Senior Vice President, Comcast California (2007-2009), and Regional Senior Vice President, Comcast Mid-South Region (2002-2007) • AT&T Broadband, LLC (2000-2002): A leading provider of global telecommunications, media and technology services that merged with Comcast in 2002, where Mr. White was Senior Vice President (2000-2002) • KeHe Distributors, LLC (January 2026-Present): A major North American distributor of natural, organic, specialty, and fresh foods, where Mr. White is a director	Prior Public Company Boards • Shaw Communications Inc. (2021-2023) (human resources and compensation committee)
Qualifications, Attributes and Skills

	Members All Independent George S. Davis (Chair) Rodney C. Adkins Katherine D. Jaspon Christopher J. Klein Neil S. Novich E. Scott Santi
	Oversees the Company’s accounting, financial reporting processes and audits of financial statements and internal controls

	Members All Independent E. Scott Santi (Chair) Rodney C. Adkins George S. Davis Katherine D. Jaspon Christopher J. Klein Cindy J. Miller Neil S. Novich Beatriz R. Perez Susan Slavik Williams Lucas E. Watson Steven A. White
	Oversees the Company’s corporate governance practices and senior talent development and succession

	The BANC met five times in 2025. The Board has determined that each of the members of the BANC is “independent,” as defined under the NYSE listing standards. The BANC assists the Board in its oversight responsibility as follows: Board Composition and Renewal • makes recommendations to the Board regarding the makeup and size of the Board and the types and functions of its Committees; • establishes specific written criteria by which Director nominees shall be qualified; • periodically evaluates whether the Board members collectively have the right mix of experiences, qualifications, attributes, skills, backgrounds, and diverse viewpoints necessary for the Board to be a good steward for the Company’s shareholders; • determines the preferred qualifications and characteristics for potential Board nominees, which are shared with our third-party search firm; and • identifies and screens potential nominees, consistent with the Criteria. Governance • makes recommendations concerning Director and nominee independence, attendance and performance; • reviews transactions between the Company and related persons; • evaluates the overall performance of the Board and its Committees on an annual basis;
	• oversees corporate governance, including: ◦ making initial assessments regarding corporate governance issues or proposals; ◦ recommending corporate governance guidelines and conducting annual reviews of the Committee charters, the Operating Principles for the Board, and the Criteria for Membership on the Board; ◦ recommending the appointment of the Lead Director; ◦ recommending Board Committee responsibilities, Committee Chairs, and members; ◦ determining policies regarding rotation of Directors among the Committees; ◦ evaluating the Board’s corporate governance, including the adequacy of information supplied to the Board; ◦ evaluating the Board’s performance of its oversight responsibilities; ◦ recommending policies applicable to Directors; and ◦ overseeing the Company’s corporate responsibility, including its environmental sustainability, community impact, governance, the Company’s culture, talent strategy, and workplace practices. Succession Planning and Management Development • works with the Compensation Committee to annually review senior management organization, career paths, and succession; and • leads the annual performance review of management, including the CEO to the extent necessary to supplement the Compensation Committee’s review against CEO compensation goals and objectives.

	Members All Independent Beatriz R. Perez (Chair) Cindy J. Miller Susan Slavik Williams Lucas E. Watson Steven A. White
	Oversees the Company’s compensation philosophy and compensation and human capital policies and programs

Board Matter			Responsibility
Agendas			• Soliciting the independent directors for topics to be included in the Board meeting agenda; • Collaborating with the Chairman in developing and approving Board meeting agendas; and • Reviewing and approving meeting schedules to ensure that there is sufficient time for discussion of all agenda items.
Communicating with the Chairman			• Regularly communicating with the Chairman between meetings on strategic and operational issues and acting as a “sounding board” and advisor.
Communicating with Directors			• Serving as the primary liaison between the Chairman and the independent Directors; and • Reviewing and approving the types of information sent to the Board.
Communicating with Shareholders			• Being available, as necessary, for consultation and communication with major shareholders on behalf of the Board.
Executive Sessions			• Presiding over executive sessions of the independent Directors.
Board Meetings			• Presiding over meetings of the Board at which the Chairman is not present; and • Calling meetings of the independent Directors, if appropriate, to review and approve the types of information sent to the Board.

Board Matter			Responsibility
Board and Management Evaluations			• Coordinating with the BANC and the applicable Board Committee Chairs regarding the annual self-evaluation of the performance and effectiveness of the Board, its Committees, and individual Directors; and • Leading the Board in its annual review of the Board’s and management’s performance and succession planning, including the CEO, to the extent necessary to supplement the Compensation Committee’s review of the CEO’s performance relative to applicable compensation goals and objectives.
Director Search			• Coordinating with the BANC and the Chairman on the Director recruitment and interview process.
Risk Management			• Coordinating with the CEO and the applicable Board Committee Chairs on key risks to the Company and facilitating discussion as appropriate at Board meetings.

Name	Fees Earned or Paid in Cash(1)		Stock Awards(2)		All Other Compensation(3)		Total
Rodney C. Adkins		$115,000		$180,262		$7,500		$302,762
George S. Davis		$145,000		$180,262		$0		$325,262
Katherine D. Jaspon		$115,000		$180,262		$7,500		$302,762
Christopher J. Klein		$115,000		$180,262		$0		$295,262
Cindy J. Miller		$115,000		$180,262		$0		$295,262
Neil S. Novich		$115,000		$180,262		$7,500		$302,762
Beatriz R. Perez		$140,000		$180,262		$0		$320,262
E. Scott Santi		$172,500		$180,262		$7,500		$360,262
Susan Slavik Williams		$115,000		$180,262		$0		$295,262
Lucas E. Watson		$115,000		$180,262		$7,500		$302,762
Steven A. White		$115,000		$180,262		$0		$295,262

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355		5,627,263(2)		11.71%
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		4,003,072(3)		8.10%
Susan Slavik Williams 4450 MacArthur Blvd., Second Floor Newport Beach, CA 92660		2,796,213(4)		5.9%

Name of Beneficial Owner	Shares		Stock Options(1)		Stock Units(1)(2)		Percent of Class(3)
Rodney C. Adkins		400		—		5,963		*
Nancy L. Berardinelli-Krantz		642		—		623		*
George S. Davis		—		—		937		*
Katherine D. Jaspon(4)		—		—		1,555		*
Christopher J. Klein		65		—		439		*
D.G. Macpherson		97,029				—		*
Deidra C. Merriwether		7,645		2,339		—		*
Cindy J. Miller		—		—		358		*
Neil S. Novich		4,605		—		33,223		*
Beatriz R. Perez		—		—		5,089		*
Paige K. Robbins(5)		16,004				—		*
E. Scott Santi		303		—		10,415		*
Susan Slavik Williams(6)		2,794,042		—		2,171		5.9%
Melanie Tinto		—				—		*
Lucas E. Watson(7)		157		—		5,700		*
Steven A. White(8)		—		—		2,620		*
Director Nominees and Executive Officers as a Group		2,921,746		2,339		69,093		6.3%

Fee Category	2025		2024
Audit Fees(1)		$6,106,856		$6,091,354
Audit-Related Fees(2)		242,127		$205,322
Tax Fees(3)		179,321		$179,552
All Other Fees(4)		—		$7,200
Total Fees		$6,528,304		$6,483,428

	Introduction					41

	2025 Highlights					41
	2025 Compensation Program Overview					41

	Executive Summary					42

	Named Executive Officers (“NEOs”) for 2025					42
	Shareholder Engagement					42
	2025 Program Performance and Financial Highlights					43

	Compensation Philosophy, Plans and Practices					45

	Compensation Philosophy					45
	Company Compensation Practices					45
	Compensation Committee of the Board					45
	Risk Mitigating Actions					46
	Risk Assessment					46
	Role of Management					47
	Independent Compensation Consultant					47
	How Annual NEO Compensation is Determined					47
	Compensation Comparator Group					48
	Compensation Elements and Pay Mix					49
	Base Salaries					50
	Annual Incentives					51
	Long-Term Incentives					52
	Cash and Equity Awards for New NEO					54
	Stock Ownership Guidelines					55
	Hedging and Pledging Prohibition					55
	Deductibility of Executive Compensation					55
	Compensation Recoupment Policy (Clawback)					55
	Other Benefits					56
	Post-Employment Compensation					56

	Compensation Tables					58

	Summary Compensation Table					58
	Grants of Plan-Based Awards Table					59
	Outstanding Equity Awards and Fiscal Year-End Table					60
	Option Exercises and Stock Vested Table					61
	Nonqualified Deferred Compensation Table					62

	Employment Agreements, Change in Control and Termination of Employment Arrangements					63

	Employment Agreements					63
	Change in Control—Equity Plans					63
	Executive Change in Control Severance Plan					63
	Executive Severance Plan					63
	Retirement					64
	Death and Disability					64
	Other Potential Post-Employment Payments					65

	CEO Pay Ratio					70


	Pay Versus Performance					71

	Metrics Aligned with Our Priorities				Reflect Solid 2025 Performance				Executive Pay is Pay for Performance
	NEO incentive programs and metrics were aligned with our priorities to: • Execute on our growth drivers to provide customers with a flawless experience and tangible value. • Encourage operational excellence and productivity to keep the business healthy and enable future investments. • Drive long-term shareholder value creation.				• Delivered $17.9 billion in sales, up 4.9% on a daily, organic constant currency basis.(1) • Produced strong total Company adjusted return on invested capital (“ROIC”) of 39.1%.(1) • Outgrew the total U.S. MRO market by approximately 250 basis points (“bps”) in High-Touch Solutions—U.S. business. • Operating margin decreased 50 bps to 15.0% on an adjusted basis(1) • Diluted adjusted earnings per share (“EPS”) decreased by 8.6% on a reported basis and increased by 1.3% on an adjusted basis.(1) Delivered a one-year Total Shareholder Return (“TSR”) of -3.4% and three-year TSR of 86.4%.				2025 NEO compensation reflects our pay for performance design: • 2025 short- and long-term incentive payouts correspond with solid performance. • The annual incentive payout was 93% of target and the 2023 PSU cycle payout was 90% of target.(2)

				High-Touch Solutions			• In our High-Touch Solutions—N.A. segment, we executed well across the business and achieved approximately 250 bps of total U.S. MRO market outgrowth in 2025.(3)
				Endless Assortment			• In our Endless Assortment segment, we continue to propel our proven flywheel to deliver long-term value with Zoro U.S. daily sales growth of 18.0% and MonotaRO daily, organic constant currency sales growth of 15.3% in local days.(1)
				Financial Results			• We finished the year with record sales of $17.9 billion, up 4.5% on a reported basis or 4.9% in daily, organic constant currency sales.(1)(2) • During the year, operating margin decreased by 50 bps on an adjusted basis due primarily to lower gross margin, higher operating expenses, and slower sales in the High-Touch Solutions—N.A. segment. Diluted adjusted EPS(1) increased by 1.3% percent. • • We also generated over $2.0 billion in operating cash flow, a decrease of 4.5% over 2024, and returned $1.5 billion to Grainger shareholders through dividends and share repurchases all while achieving 39.1% 2025 ROIC, down 250 bps from last year.(1)(2) • We delivered value to shareholders with one-year TSR of -3.4% and three-year TSR of 86.4%.
				Driving Strategy Forward			• In our High-Touch Solutions—N.A. segment, we leveraged proprietary data assets, including artificial intelligence and machine learning capabilities to further our competitive advantage. • In our Endless Assortment segment, we reaccelerated growth through enhanced analytical capabilities and customer-facing improvements. • We continued to progress supply chain expansion investments.