W.W. Grainger, Inc DEF 14A, filed Mar 16, 2023

About this DEF 14A

W.W. Grainger, Inc. (GWW)

DEF 14A 2023-03-16

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Added on June 12, 2026

Named Executive Officer

D.G. Macpherson

Chairman of the Board & Chief Executive Officer (CEO)

Deidra C. Merriwether

Senior Vice President & Chief Financial Officer

Paige K. Robbins

Senior Vice President and President, Grainger Business Unit

John L. Howard

Senior Vice President & General Counsel(1)

Kathleen S. Carroll

Senior Vice President & Chief Human Resources Officer

W.W. Grainger, Inc filed this DEF 14A on March 16, 2023.

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Proposal		Board Recommendation	For more information
1.	to elect 11 Director nominees named in the proxy statement for the ensuing year	FOR (all nominees)	Page 11
2.	to ratify the appointment of Ernst & Young LLP as independent auditor for the year ending December 31, 2023	FOR	Page 45
3.	to approve on a non-binding advisory basis the compensation of Grainger’s Named Executive Officers	FOR	Page 89
4.	to select on a non-binding advisory basis the frequency of the advisory vote on the compensation of Grainger’s Named Executive Officers	ONE YEAR	Page 90


Internet	Telephone	Mail
www.proxyvote.com up until 11:59 p.m. EDT on April 25, 2023*	1-800-690-6903 up until 11:59 p.m. EDT, on April 25, 2023*	Mark, sign and date your proxy card and return it in the pre-addressed postage-paid envelope we have provided or return it to: Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717
* Until 11:59 p.m. EDT on April 23, 2023, if your shares are held in the W.W. Grainger, Inc. Retirement Savings Plan, the W.W. Grainger, Inc. 401(k) Plan or the Company’s Employee Stock Purchase Plan

	CORPORATE GOVERNANCE					1
	The Role of the Board					1
	Board Actions					1
	Corporate Culture: The Grainger Edge					2
	Corporate Governance Practices					4
	Operating Principles for the Board of Directors					5
	Director Independence					5
	Board Qualifications, Attributes, Skills and Background					5
	Director Nominees’ Qualifications, Attributes, Skills and Background Matrix					6
	Board Refreshment Process					8
	Board Tenure					8
	Board Diversity					9
	Rooney Rule					9
	Attendance of Directors at Meetings					9
	Annual Election of Directors					9
	Candidates for Board Membership					10
	PROPOSAL 1: ELECTION OF DIRECTORS					11
	Director Nominees’ Experience and Qualifications					11
	Board and Committee Meetings; Executive Sessions					23
	Board Committees & Membership					23
	Audit Committee					24
	Board Affairs and Nominating Committee					25
	Compensation Committee of the Board					26
	Leadership Structure					27
	Lead Director					27
	Board, Committee and Director Evaluations					28
	2022 Evaluation Process					29
	Actions					30
	Board Oversight					31
	Board’s Role in Shareholder Engagement					31
	Succession Planning, Talent and Human Capital Management					32
	Board’s Role in Risk Oversight					33
	Environmental, Social and Governance (ESG)					34
	ESG Oversight and Governance					34
	Environmental					35
	Social					35
	ESG Reporting					36
	Political Activity					36
	Other Communications with Directors					36
	Available Information					37

	Business Conduct Guidelines					37
	Operating Principles for the Board of Directors					37
	Committee Charters					37
	Environmental, Social and Governance Report					37
	Note About Reports and Websites					37
	Director Compensation					38
	2022 Director Compensation Table					39
	Ownership of Grainger Stock					40
	Security Ownership of Certain Beneficial Owners					40
	Security Ownership of Directors and Management					41
	Delinquent Section 16(a) Reports					42
	Report of the Audit Committee					43
	Audit Fees and Audit Committee Pre-Approval Policies and Procedures					44
	Pre-approval Policy for Audit and Non-Audit Services					44
	PROPOSAL 2: RATIFY THE INDEPENDENT AUDITOR					45
	Report of the Compensation Committee of the Board					46
	EXECUTIVE COMPENSATION					47
	Compensation Discussion and Analysis					47
	CEO Pay Ratio					82
	Pay Versus Performance Disclosure					84
	PROPOSAL 3: SAY ON PAY					89
	PROPOSAL 4: SAY WHEN ON PAY					90
	Equity Compensation Plans					91
	Transactions with Related Persons					92
	QUESTIONS AND ANSWERS					93
	Proxy Materials					93
	Voting Information					93
	Information not Incorporated Into This Proxy Statement					97
	Forward-Looking Statements					97
	APPENDIX A—CATEGORICAL STANDARDS FOR DIRECTOR INDEPENDENCE					A-1
	APPENDIX B—NON-GAAP FINANCIAL MEASURES AND DEFINITIONS					B-1

	Rodney C. Adkins	Qualifications, Attributes and Skills • Operational/Strategy • Supply Chain/Logistics • Marketing/Sales & Brand Management • International • Real Estate • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Government/Public Policy • Digital/eCommerce • Technology/Cybersecurity • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) Other Current Public Company Boards • Avnet, Inc. (Chairman of the Board; Chair, executive committee; corporate governance committee) • PayPal Holdings, Inc. (audit committee; risk and compliance committee; corporate governance and nominating committee) • United Parcel Service, Inc. (Chair, risk committee; compensation and human capital committee) Prior Public Company Boards • PPL Corporation (2014-2019) (audit committee; finance committee) • Pitney Bowes Inc. (2007-2013) (audit committee; executive compensation 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. • International Business Machines Corporation (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). Mr. Adkins served as a Senior Vice President at IBM, where he held various senior roles, including heading Corporate Strategy. Over the course of his 30-year career 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 one board chairmanship, and two compensation committee and one audit committee assignments.
	Former Senior Vice President of IBM; President of 3RAM Group LLC
Independent Director Age: 64 Years on Grainger’s Board: 9 Director Since: 2014 Grainger Board Committees: BANC Chair, CCOB

	V. Ann Hailey	Qualifications, Attributes and Skills • Operational/Strategy • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Digital/eCommerce • Business Ethics • Environmental, Social and Governance (ESG) Other Current Public Company Boards • Anywhere Real Estate Inc. (formerly, Realogy Holdings Corp.) (audit committee; nominating and corporate governance committee) Prior Public Company Boards • TD Ameritrade Holdings, Inc. (2016-2020) (audit committee; risk committee; outside independent director’s committee) • Avon Products, Inc. (2008-2016) (audit committee; finance committee) • L Brands, Inc. (formerly, Limited Brands, Inc.) (2001-2006) Business and Other Experience • Famous Yard Sale, Inc. (2012-2014), an online marketplace, where Ms. Hailey served as President, Chief Executive Officer and Chief Financial Officer. • Gilt Groupe, Inc. (2009-2010), an online shopping and lifestyle company, where Ms. Hailey served as Chief Financial Officer. • L Brands, Inc., a retail apparel, personal care and beauty products company, where Ms. Hailey served as Executive Vice President and Chief Financial Officer (1997-2006); Executive Vice President, Corporate Development (2006-2007); and as a board member (2001-2006). • Federal Reserve Bank of Cleveland, where Ms. Hailey served on the audit committee (2004-2009), including as Chair of the committee (2006-2009) • PepsiCo, Inc. (1977-1990), a global food and beverage company, where Ms. Hailey served in various leadership roles, including Vice President, Headquarters Finance, Pepsi Cola Company; and Vice President, Finance and Chief Financial Officer of Pepsi Cola Fountain Beverage and USA Divisions, as well as holding positions in the marketing and human resources functions. • Pillsbury Company (1994-1997), a manufacturer and marketer of branded consumer foods. • RJR Nabisco Foods, Inc. (1992-1994), a diversified manufacturer of consumer products. Ms. Hailey has spent her career in consumer businesses and brings key financial and operations experience to the Company. In particular, Ms. Hailey possesses broad expertise in finance, strategic planning, branding and marketing, retailing, and sales and distribution on a global scale. Ms. Hailey’s positions as chief financial officer, her current and prior service as audit committee chair at other companies and the Cleveland Federal Reserve Bank, and her accounting and financial knowledge provide significant expertise to the Board, including an understanding of financial statements, accounting and internal controls, corporate finance and capital markets. Through her experiences at Gilt Groupe and Famous Yard Sale, Ms. Hailey has experience in internet site development and selling as well as new venture management and funding. Ms. Hailey is an audit committee financial expert for purposes of the SEC’s rules.
	Former Executive Vice President and Chief Financial Officer of L Brands, Inc. (formerly, Limited Brands, Inc.)
Independent Director Age: 72 Years on Grainger’s Board: 17 Director Since: 2006 Grainger Board Committees: Chair, Audit BANC

	Katherine D. Jaspon	Qualifications, Attributes and Skills • Operational/Strategy • Real Estate • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) Business and Other Experience • Inspire Brands, Inc. (2020-Present), a multi-brand restaurant company whose portfolio includes Arby’s, Baskin-Robbins, Buffalo Wild Wings, Dunkin’, Jimmy John’s, Rusty Taco, and SONIC Drive-In, 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, Dunkin’ Brands was acquired by Inspire Brands. • KPMG LLP (1997-2005), a global audit, tax and advisory services firm, where Ms. Jaspon held various roles, including Senior Manager. Ms. Jaspon serves as Chief Financial Officer of Inspire Brands, Inc., a multi-brand restaurant company whose portfolio includes nearly 32,000 Arby’s, Baskin-Robbins, Buffalo Wild Wings, Dunkin’, Jimmy John’s, Rusty Taco, and SONIC Drive-In 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 and an audit committee financial expert for purposes of the SEC’s rules. 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.
	Chief Financial Officer, Inspire Brands, Inc.
Independent Director Age: 46 Years on Grainger’s Board: 2 Director Since: 2021 Grainger Board Committees: Audit BANC

	Stuart L. Levenick	Qualifications, Attributes and Skills • Operational/Strategy • Supply Chain/Logistics • Marketing/Sales & Brand Management • International • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Government/Public Policy • Digital/eCommerce • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) Other Current Public Company Boards • Finning International Inc. (since 2016) (Chair, audit committee; governance and risk committee) • Entergy Corporation (since 2005) (lead director (since May 2016); corporate governance committee; executive committee; nuclear committee) Business and Other Experience • Caterpillar Inc., a multinational manufacturer of construction and mining equipment, where Mr. Levenick held various leadership roles, including Group President, Customer & Dealer Support (2004-2015). • Executive Office Member (2004-2015); Group President of Caterpillar Inc. (2004-2014); Vice President, Caterpillar Inc. and Chairman of Shin Caterpillar Mitsubishi Ltd. (2000-2004); and Vice President, Asia Pacific Division (2001-2004). Prior to 2000, he held various senior positions with Caterpillar in North America, Asia, and Europe. Mr. Levenick served as a Group President of Caterpillar Inc., leading several divisions for 10 years as part of a 37-year career at the company, in various leadership roles, including as the senior executive of Caterpillar’s former joint venture with Mitsubishi in Japan. He has extensive international operations experience as a result of positions outside of the United States in Japan, Singapore, Russia and other countries for more than 20 years. During his career at Caterpillar, Mr. Levenick held leadership roles with operational responsibility for supply chain and logistics, engineering and design, manufacturing, global parts and product support, and global dealer and marketing functions. In addition, he led Caterpillar’s global human resources and global purchasing functions. Mr. Levenick also has experience sitting on and chairing the audit and finance committees of other public companies and brings a broad range of experience to the Board based on his service as the lead director of Entergy Corporation. Mr. Levenick is an audit committee financial expert for purposes of the SEC’s rules. Mr. Levenick is a former chairman and director of the Association of Equipment Manufacturers and is a director of the University of Illinois Foundation. He also served as a director of the U.S./Japan Business Council, the U.S./China Business Council, the U.S./Russia Business Council, and as executive director of the U.S. Chamber of Commerce.
	Former Group President of Caterpillar Inc.
Independent Director Lead Director Age: 70 Years on Grainger’s Board: 17 Director Since: 2005 Lead Director Since: 2014 Grainger Board Committees: Audit Chair, BANC

	D.G. Macpherson	Qualifications, Attributes and Skills • Operational/Strategy • Supply Chain/Logistics • Marketing/Sales & Brand Management • International • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Government/Public Policy • Digital/eCommerce • Technology/Cybersecurity • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) Other Current Public Company Boards • International Paper Company (governance committee; public policy and environment committee) Business and Other Experience • Chairman of the Board of Directors 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. • Previously, Mr. Macpherson held 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). Mr. Macpherson has served Grainger in many capacities over his more than 14 years with the Company, 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 also has experience in corporate governance matters and serves as a director of another publicly traded company with additional committee responsibilities.
	Chairman of the Board and Chief Executive Officer of W.W. Grainger, Inc.
Chairman of the Board Age: 55 Years on Grainger’s Board: 6 Director Since: 2016

	Neil S. Novich	Qualifications, Attributes and Skills • Operational/Strategy • Supply Chain/Logistics • Marketing/Sales & Brand Management • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Technology/Cybersecurity • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) Other Current Public Company Boards • Beacon Roofing Supply, Inc. (Chair, compensation committee; former Chair, audit committee) • Hillenbrand, Inc. (Chair, audit committee; mergers and acquisitions committee; nominating and corporate governance committee; former Chair, compensation committee) Prior Public Company Boards • Analog Devices, Inc. (2008-2020) (audit committee; former Chair, compensation committee) • Ryerson Inc., Chairman of the Board (1999-2007) Business and Other Experience • 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. Mr. Novich served as the Chairman of the Board, President and Chief Executive Officer of 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 and experience in developing strategy across a variety of industries. Mr. Novich also has extensive experience in corporate governance matters and serves as a director of other publicly traded companies with additional responsibilities, including one audit committee chairmanship, one compensation committee chairmanship, and service on various board committees. Mr. Novich is an audit committee financial expert for purposes of the SEC’s rules. Mr. Novich is a trustee of the Field Museum of Natural History.
	Former Chairman of the Board, President and Chief Executive Officer of Ryerson Inc.
Independent Director Age: 68 Years on Grainger’s Board: 24 Director Since: 1999 Grainger Board Committees: Audit BANC

	Beatriz R. Perez	Qualifications, Attributes and Skills • Operational/Strategy • Marketing/Sales & Brand Management • International • Public Company/Leadership • Corporate Governance/Public Company Experience • Government/Public Policy • Digital/eCommerce • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) Other Current Public Company Boards • Primerica, Inc. (corporate governance committee) 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) (nominating and governance; risk & compliance committee; audit committee) 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. Ms. Perez is a Senior Vice President and named executive officer of The Coca-Cola Company, a public multinational beverage company, where she leads an integrated team across public affairs and communications, sustainability and marketing assets 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 compensation committee assignment. Ms. Perez is a strong advocate for community service, serving on various non-profit boards, including The Coca-Cola Foundation.
	Senior Vice President and Chief Communications, Sustainability and Strategic Partnerships Officer of The Coca-Cola Company
Independent Director Age: 53 Years on Grainger’s Board: 6 Director Since: 2017 Grainger Board Committees: BANC CCOB

	E. Scott Santi	Qualifications, Attributes and Skills • Operational/Strategy • Marketing/Sales & Brand Management • International • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Government/Public Policy • Technology/Cybersecurity • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) Other Current Public Company Boards • Illinois Tool Works Inc. (Chairman of the Board, 2015-present); director (2012-present) Business and Other Experience • Illinois Tool Works Inc. (2004-present), a worldwide manufacturer of engineered components and systems, where Mr. Santi has served as Chief Executive Officer, since November 2012. Previously, Mr. Santi held various senior management roles with ITW, including Vice Chairman of ITW (2008-2012) and Executive Vice President (2004-2008). Mr. Santi is the Chairman and Chief Executive Officer of ITW, a global public company. In the course of his more than 30 years with ITW, he has served in various management roles for ITW including positions requiring significant operational and financial responsibility. During his tenure he has had extensive international responsibility including operating responsibility for a business with annual international revenues of several billion dollars. Mr. Santi has significant experience with mergers and acquisitions and integrating acquired companies. He has also had significant strategic marketing responsibilities and human resource experience including compensation policy, leadership development and succession planning. Mr. Santi is an audit committee financial expert for purposes of the SEC’s rules. In addition, Mr. Santi is the current Chairman of the board of directors of the Federal Reserve Bank of Chicago is Chairman of the Civic Committee of the Commercial Club of Chicago. He also serves as a trustee or director on various civic and nonprofit boards, including the boards of trustees of Northwestern University, the Museum of Science and Industry, Rush University Medical Center and the Art Institute of Chicago.
	Chairman and Chief Executive Officer of Illinois Tool Works Inc.
Independent Director Age: 61 Years on Grainger’s Board: 13 Director Since: 2010 Grainger Board Committees: Audit BANC

	Susan Slavik Williams	Qualifications, Attributes and Skills • Operational/Strategy • Marketing/Sales & Brand Management • Real Estate • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) 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 Manager (2019-present). • The Donald 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 serves on its Board of Directors and presently chairs its compensation committee (1989-present). • Ernst & Young Consulting (now Capgemini), a global consulting and technology services company, where Ms. Slavik Williams was a Manager (1994-1998). 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., where she presently chairs the compensation committee. She also has a deep understanding of environmental and social matters, working for 26 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.
	President, Four Palms Ventures; Director, Mark IV Capital, Inc.; President, The Donald Slavik Family Foundation
Independent Director Age: 54 Years on Grainger’s Board: 3 Director Since: 2020 Grainger Board Committees: BANC CCOB

	Lucas E. Watson	Qualifications, Attributes and Skills • Operational/Strategy • Supply Chain/Logistics • Marketing/Sales & Brand Management • International • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Government/Public Policy • Digital/eCommerce • Technology/Cybersecurity • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) Business and Other Experience • Madison Square Garden Entertainment Corp. (2022-2023), a live entertainment company, 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. • Procter & Gamble Company (1994-2011), a global consumer products company, where Mr. Watson served in various sales, marketing and digital business roles. Mr. Watson served as President, MSG Sphere at Madison Square Garden Entertainment Corp. where he led the strategy and execution of all business aspects of MSG’s Sphere’s planned state-of-the-art venues that will combine cutting-edge technology with multi-sensory storytelling to deliver fully immersive experiences. Previously, 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 bringing Intuit’s financial management solutions to market across a variety of channels while focusing on global brand expansion, market share growth and strengthening brand equity. As Vice President, Global Brand Solutions at Google, he led the company’s brand advertising business, working with some of the world’s leading companies to build stronger and more trusted brands. At Procter & Gamble, he served as a digital marketing executive and held a variety of other roles across the globe while driving P&G’s digital initiatives for 75 brands across 200 countries. Through his experience at Cruise, in addition to his tenure of more than two decades at these multinational public companies, Mr. Watson has held several leadership roles while acquiring a deep understanding of sales, marketing, risk management, technology and digital business.
	Former President, MSG Sphere at Madison Square Garden Entertainment Corp.
Independent Director Age: 52 Years on Grainger’s Board: 5 Director Since: 2017 Grainger Board Committees: BANC CCOB

	Steven A. White	Qualifications, Attributes and Skills • Operational/Strategy • Supply Chain/Logistics • Marketing/Sales & Brand Management • Real Estate • Finance/Capital Allocation • Public Company/Leadership • Corporate Governance/Public Company Experience • Risk Assessment & Risk Management • Government/Public Policy • Digital/eCommerce • Technology/Cybersecurity • Human Resources/Compensation • Business Ethics • Environmental, Social and Governance (ESG) Other Current Public Company Boards • Hormel Foods Corporation (compensation committee; governance committee) • Shaw Communications Inc. (human resources and compensation committee) Business and Other Experience • Comcast Corporation, a global media and technology company, where prior to assuming his current position in December 2020, 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, a leading provider of global telecommunications, media and technology services that merged with Comcast in 2002, where Mr. White was Senior Vice President from 2000 to 2002. • Regional Vice President of Tele-Communications, Inc., a cable television and telecommunications provider that merged with AT&T in 2000 (1997 to 2000). • Colgate-Palmolive Company, a global consumer products company, where Mr. White held various marketing positions (1991 to 1997). Mr. White brings over 30 years of experience in eCommerce, sales, marketing, operations, and general management across multiple industries. Now in his 20th year at Comcast Corporation, a global public company, Mr. White has 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. Before his current role as President, Special Counsel to the CEO, Comcast Cable, Mr. White most recently served for 11 years as President, Comcast West. In that capacity, he was responsible for all Comcast cable operations in 13 states, leading nearly 28,000 employees, serving more than nine million customers, and driving annual revenue of nearly $17 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 two other public companies, where he serves on various committees. Mr. White also serves on the board of directors of the Comcast Foundation and is a member of the Executive Leadership Council.
	President, Special Counsel to the CEO, Comcast Cable
Independent Director Age: 62 Years on Grainger’s Board: 2 Director Since: 2020 Grainger Board Committees: BANC CCOB

	Members All Independent	The Audit Committee of the Board (the Audit Committee) met five times in 2022. The Board has determined that each of the members of the Audit Committee is “independent,” as that term is defined in the independence requirements for audit committee members contained in the applicable rules of the U.S. Securities and Exchange Commission (the SEC) and in the listing standards of the NYSE. The Board has determined that each of the members of the Audit Committee is financially literate and that each is an “audit committee financial expert,” as that term is defined in the applicable rules of the SEC. The Audit Committee assists the Board in its oversight responsibility with respect to the following: • the Company’s financial reporting process; • the Company’s systems of internal accounting, financial, and disclosure controls; • the integrity of the Company’s financial statements; • the Company’s compliance with legal and regulatory requirements; • the Company’s enterprise risk management systems and processes as to business continuity, cybersecurity, privacy, legal and other risks, other than ESG risks, which are also addressed at the meetings of the Board Affairs and Nominating Committee and the Compensation Committee of the Board; • the qualifications and independence, as well as the appointment, compensation, retention, evaluation, and termination, of the Company’s independent auditor, the resolution of disagreements between management and the independent auditor regarding financial reporting, and the selection of the auditor’s lead audit partner; • the performance of the Company’s internal audit function and the independent auditor; • the pre-approval of audit and permissible non-audit services and fees to be provided by the independent auditor; • activities and amendments relative to the Company’s ERISA plans that involve the investment of funds, subject to coordination with the Compensation Committee where appropriate; • the establishment of procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, and auditing matters; and • compliance with the Company’s Business Conduct Guidelines, including reviews of potential violations communicated through the Company’s confidential reporting channels.
V. Ann Hailey (Chair) Katherine D. Jaspon Stuart L. Levenick 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	The Board Affairs and Nominating Committee of the Board (the BANC) met five times in 2022. The Board has determined that each of the members of the BANC is “independent,” as defined in the independence requirements for members of nominating committees contained in the applicable 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 and their initial respective charters; • establishes specific written criteria by which Director nominees shall be qualified; • periodically evaluates whether the Board members collectively have the right mix of experience, 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 Board-approved criteria. Governance • makes recommendations concerning Director and nominee independence, attendance and performance; • reviews transactions between the Company and related persons; • evaluates in its annual review the overall performance of the Board and its Committees; • oversees corporate governance, including: ◦ making initial assessments regarding corporate governance issues or proposals; ◦ recommending corporate governance guidelines, including annual review of the Committee charters, the Operating Principles for the Board, and the Criteria for Membership on the Board; ◦ recommending 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 related to the Company management; and ◦ recommending retirement, compensation, and other policies applicable to Directors.
Stuart L. Levenick (Chair) Rodney C. Adkins V. Ann Hailey Katherine D. Jaspon Neil S. Novich Beatriz R. Perez Michael J. Roberts* E. Scott Santi Susan Slavik Williams Lucas E. Watson Steven A. White
	Oversees the Company’s corporate governance practices and processes and ESG programs and reporting.
	* Mr. Roberts is retiring from the Board effective immediately following the Annual Meeting and is not standing for re-election.
		Environmental, Social and Governance (ESG) • oversees the Company’s ESG programs and reporting, including environmental and sustainability, social responsibility to its communities, governance, the Company’s culture, talent strategy, and diversity, equity and inclusion, and any related enterprise risk management (ERM) reviews (other than human capital management ERM reviews, which are overseen by the Compensation Committee).
		Succession Planning and Management Development • works with the Compensation Committee to annually review senior management organization, career paths, and succession; and • leads the annual review of management’s performance, including the CEO to the extent necessary to supplement the Compensation Committee’s review of CEO performance relative to CEO compensation goals and objectives.

	Members All Independent	The Compensation Committee of the Board (the Compensation Committee) met five times in 2022. The Board has determined that each member of the Compensation Committee is “independent,” as defined in the independence requirements for members of compensation committees in the applicable SEC rules, the NYSE listing standards, and under the Internal Revenue Code. The Compensation Committee assists the Board in its oversight responsibility as follows: • oversees the Company’s compensation and benefits to ensure that: ◦ the Board appropriately discharges its responsibilities relating to senior management compensation, ◦ the Company maintains a market competitive compensation structure designed to attract, motivate, develop, and retain key talent, ◦ compensation and benefits policies and practices reflect the highest level of transparency and integrity, ◦ compensation is aligned with shareholder value creation and strategic objectives, ◦ senior management compensation is linked to personal and Company performance and provides appropriate incentives to increase shareholder value, ◦ compensation policies and practices for all employees are designed with appropriate incentives that do not encourage unnecessary or excessive risk taking and are administered in a transparent manner, ◦ the interests of shareholders are protected, and ◦ equity-based plans and incentive plans are appropriately designed and administered, including review and approval of performance measures applicable to short-term and long-term incentive plans; • provides independent oversight of the administration of the Company’s shareholder-approved equity plans; • annually reviews and approves CEO compensation, as follows: ◦ reviews and approves corporate goals and objectives relevant to CEO compensation, ◦ evaluates CEO performance in light of those corporate financial goals and objectives, with assistance from the Lead Director and the other Board Committees, as appropriate, and ◦ together with the other independent Directors, determines and approves, in its sole discretion, the CEO’s total compensation based on the above evaluation, in executive session without members of management present; • reviews and recommends to the Board for approval the compensation paid to the CEO’s direct reports, including the other Named Executive Officers (NEOs); ◦ Members of management (including some NEOs and the CEO’s other direct reports) assist the Compensation Committee in providing recommendations for the Company’s NEO compensation program design, and for other officers and employees. Management also recommends salary and award levels for the Committee’s review and recommendation, except those related to the CEO; • together with the other independent Directors as directed by the Board, determines, in their sole discretion, the appropriate compensation design and level of CEO compensation in executive session without members of management present; • approves annual grants of equity-based compensation awards (including, restricted stock units (RSUs) and performance share units (PSUs)) to NEOs, other officers and employees under approved shareholder plans and that incorporate claw-back provisions; • may delegate to management limited authority to grant “off-cycle” equity-based compensation awards of stock options and RSUs to non-officer employees and to CEO direct reports that are new hires; and, awards under this authority are granted pursuant to terms and conditions approved by the Compensation Committee. Management informs the Compensation Committee of the awarded grants at the Compensation Committee’s next meeting. The pool of shares available to management under this delegation is approved annually by the Compensation Committee. The Compensation Committee may terminate this delegation of authority at its discretion; • retains, terminates, and approves the compensation for an independent compensation consultant who reports directly to the Compensation Committee; determines the independence of such independent compensation consultant; and, routinely meets in executive session with the independent compensation consultant, without management present; and • oversees the Company’s programs and policies for human capital management and assists the BANC in its oversight of the Company’s programs and policies with respect to employee engagement and leadership effectiveness, and any related enterprise risk management reviews.
Rodney C. Adkins (Chair) Beatriz R. Perez Michael J. Roberts* Susan Slavik Williams Lucas E. Watson Steven A. White
	Oversees the Company’s compensation philosophy and compensation and human capital policies and programs.
	* Mr. Roberts is retiring from the Board effective immediately following the Annual Meeting and is not standing for re-election.

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. • 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. • 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 at meetings of the Board at which the Chairman is not present, including executive sessions of the independent Directors. • Calling meetings of the independent Directors, if appropriate. • Leading the Board in its annual review of the Board and management’s performance, 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.
Board Meetings			• Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent Directors. • Calling meetings of the independent Directors, if appropriate, to review and approve the types of information sent to the Board.
Board and Management Evaluations			• Coordinating with the BANC and the applicable Board Committee Chairs the annual self-evaluation of the performance and effectiveness of the Board, its Committees and individual Directors. • Leading the Board in its annual review of the Board’s and management’s performance, 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 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.

	Director Compensation			Additional Annual Cash Retainers: • $35,000—Lead Director • $25,000—Audit Committee Chair • $20,000—Compensation Committee Chair • $10,000—Board Affairs and Nominating Committee Chair
	Total Base Compensation $260,000

Name	Fees Earned or Paid in Cash(1)	Stock Awards(2)	All Other Compensation(3)	Total
Rodney C. Adkins	$120,000	$157,974	$7,500	$285,474
V. Ann Hailey	$125,000	$157,974	$6,750	$289,724
Katherine D. Jaspon	$100,000	$157,974	$7,500	$265,474
Stuart L. Levenick	$145,000	$157,974	$7,500	$310,474
Neil S. Novich	$100,000	$157,974	$7,500	$265,474
Beatriz R. Perez	$100,000	$157,974	$7,500	$265,474
Michael J. Roberts	$100,000	$157,974	$7,500	$265,474
E. Scott Santi	$100,000	$157,974	$7,500	$265,474
Susan Slavik Williams	$100,000	$157,974	$0	$257,974
Lucas E. Watson	$100,000	$157,974	$7,500	$265,474
Steven A. White	$100,000	$157,974	$0	$257,974

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	5,513,895(2)	10.91%
Susan Slavik Williams 4450 MacArthur Blvd., Second Floor Newport Beach, CA 92660	4,726,443(3)	9.36%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	4,183,578(4)	8.30%

Name of Beneficial Owner	Shares	Stock Option Shares Exercisable within 60 Days(1)	Stock Units(2)	Percent of Class(3)
Rodney C. Adkins	400	—	5,234	*
Kathleen S. Carroll	1,682	—	1,593	*
V. Ann Hailey	200	—	14,734	*
John L. Howard(4)	63,031	23,563	20,000	*
Katherine D. Jaspon	—	—	702	*
Stuart L. Levenick	400	—	21,586	*
D.G. Macpherson	66,807	76,726	13,433	*
Deidra C. Merriwether	3,219	15,263	4,386	*
Neil S. Novich	4,605	—	31,457	*
Beatriz R. Perez	—	—	4,179	*
Paige K. Robbins	9,366	18,639	4,960	*
Michael J. Roberts	1,000	—	25,918	*
E. Scott Santi	303	—	9,579	*
Susan Slavik Williams(5)	4,726,443	—	1,303	9.4%
Lucas E. Watson(6)	157	—	4,598	*
Steven A. White(7)	—	—	1,592	*
Director Nominees and Executive Officers as a Group	4,877,661	134,191	168,921	9.9%

Fee Category	2022	2021
Audit Fees(1)	$5,226,400	$5,103,000
Audit-Related Fees(2)	$203,400	$268,470
Tax Fees(3)	$520,294	$272,724
All Other Fees(4)	$2,900	$7,000
Total Fees	$5,952,994	$5,651,194

	Introduction					48

	2022 Highlights					48
	2022 Compensation Program Overview					48
	Shareholder Engagement					49
	Future Programs—ESG modifier					49

	Executive Summary					49

	Named Executive Officers (NEOs) for 2022					49
	2022 Financial and Program Performance Highlights					50

	Compensation Philosophy, Plans, and Practices					52

	Compensation Philosophy					52
	Compensation Elements and Pay Mix					53
	Total Target Compensation					54
	Company Compensation Practices					55
	Determination of Total Target Compensation					56
	Risk Mitigating Actions					57
	Risk Assessment					57
	Compensation Committee of the Board					57
	Independent Compensation Consultant					58
	Role of Management					60
	Compensation Comparator Group					60
	Base Salaries					61
	Annual Incentives					62
	Long-Term Incentives					64
	Stock Ownership Guidelines					66
	Hedging and Pledging Prohibition					66
	Other Benefits					67

	Compensation Tables					68

	Summary Compensation Table					68
	Grants of Plan-Based Awards Table					69
	Outstanding Equity Awards and Fiscal Year-End Table					70
	Option Exercises and Stock Vested Table					72
	Nonqualified Deferred Compensation Table					73

	Employment Agreements, Change in Control, and Termination of Employment Arrangements					74

	Employment Agreements					74
	Change in Control—Equity Plans					74
	Change in Control Agreements					74
	Deductibility of Executive Compensation					74
	Accounting Considerations					74
	Compensation Recoupment of Equity Awards (Claw-backs)					75
	Termination					75
	Retirement					75
	Other Potential Post-Employment Payments					77

	Metrics Aligned with Our Priorities				Reflect Strong 2022 Performance				Executive Pay is Pay for Performance
	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.				Company performance surpassed expectations: • Delivered $15.2 billion in sales, up 16.5% on a daily basis.(1) • Produced adjusted ROIC of 40.6%, up from 31.9% in 2021. (1) • Outgrew U.S. MRO market by ~775 basis points (bps) in High-Touch Solutions—U.S. business. • Expanded operating margin by 255 bps to 14.4% on an adjusted basis.(1) • Diluted EPS up 51.5% on a reported basis and 49.5% on an adjusted basis.(1)				2022 NEO compensation reflects our pay for performance design: • 2022 short and long-term incentive payouts correspond with strong performance which far exceeded expectations. • Based on strong performance, NEO annual incentive was 177% of target and the 2020 Performance Share Unit (PSU) cycle payout was 123% of target.

Company	2021 Revenue ($mil)*	2021 Enterprise Value ($mil)**
AutoZone, Inc.	$14,630	$50,340
Avnet, Inc.	$19,535	$5,474
CDW Corporation	$20,821	$32,114
Cintas Corporation	$7,116	$48,450
Eaton Corporation plc	$19,628	$77,745
eBay Inc.	$10,420	$36,375
Expeditors International of Washington, Inc.	$16,524	$21,388
Fastenal Company	$6,011	$37,213
Genuine Parts Company	$18,871	$22,276
Henry Schein, Inc.	$12,401	$13,015
Illinois Tool Works Inc.	$14,455	$83,031
LKQ Corporation	$13,089	$20,913
Parker-Hannifin Corporation	$14,348	$46,946
Stanley Black & Decker, Inc.	$15,617	$36,142
United Rentals, Inc.	$9,716	$34,654
Univar Solutions Inc.	$9,536	$7,101
Watsco, Inc.	$6,280	$11,567
WESCO International, Inc.	$18,218	$11,382
25th Percentile	$9,892	$14,989
50th Percentile	$14,401	$33,384
75th Percentile	$17,794	$44,513
W.W. Grainger, Inc.	$13,022	$29,034
Percent Rank	41%	45%

Name	2022 Annualized Base Salary	Annualized Base Salary Percent Change (6)
D.G. Macpherson(1)	$1,100,000	No Change
Deidra C. Merriwether(2)	$675,000	4%
Paige K. Robbins(3)	$675,000	4%
John L. Howard(4)	$756,500	2%
Kathleen S. Carroll(5)	$531,500	10%

Name	2022 Target Incentive (as a % of base salary)		Performance Results (as a % of the target)
D.G. Macpherson		150%		177%
Deidra C. Merriwether		90%		177%
Paige K. Robbins		90%		177%
John L. Howard		80%		177%
Kathleen S. Carroll(1)		80%		177%

NEO	Minimum Ownership Requirement as a Percentage of Base Salary	Currently in Compliance?
D.G. Macpherson	6x	Yes
Deidra C. Merriwether	3x	Yes
Paige K. Robbins	3x	Yes
John L. Howard	3x	Yes
Kathleen S. Carroll	3x	Yes

Name and Principal Position*	Year	Salary	Stock Awards(1)	Non-Equity Incentive Plan Comp.	Change in Pension Value and NQDC Earnings	All Other Comp.(2)	Total
D.G. Macpherson Chairman of the Board & Chief Executive Officer	2022	$1,100,000	$5,734,290	$2,920,500	$0	$212,868	$9,967,658
	2021	$1,090,225	$5,241,816	$2,343,000	$0	$340,553	$9,015,594
	2020	$969,091	$4,761,519	$1,303,316	$0	$441,452	$7,475,378

Deidra C. Merriwether Senior Vice President & Chief Financial Officer	2022	$668,750	$1,726,159	$1,075,275	$0	$89,944	$3,560,128
	2021	$646,384	$1,236,411	$830,700	$0	$64,835	$2,778,330
	2020	$523,885	$523,887	$356,160	$0	$61,577	$1,465,509

Paige K. Robbins Senior Vice President & President Grainger Business Unit	2022	$668,750	$1,726,159	$1,075,275	$0	$94,714	$3,564,898
	2021	$647,589	$1,236,411	$830,700	$0	$66,549	$2,781,249
	2020	$563,423	$619,357	$383,040	$0	$77,708	$1,643,528

John L. Howard Senior Vice President & General Counsel	2022	$752,775	$1,066,068	$1,071,204	$0	$181,139	$3,071,186
	2021	$736,200	$1,038,961	$842,458	$0	$78,907	$2,696,526
	2020	$709,442	$1,000,279	$483,840	$0	$324,391	$2,517,952

Kathleen S. Carroll Senior Vice President & Chief Human Resources Officer	2022	$519,375	$1,015,447	$693,807	$0	$59,618	$2,288,247
	2021	$477,250	$420,755	$377,223	$0	$46,325	$1,321,553

Name	Grant Date	Approval Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: No. of Shares of Stock or Units	Grant Date Fair Value of Stock Awards(3)
Name	Grant Date	Approval Date	Threshold	Target	Maximum	Threshold	Target	Maximum	All Other Stock Awards: No. of Shares of Stock or Units	Grant Date Fair Value of Stock Awards(3)
D.G. Macpherson			$0	$1,650,000	$3,300,000
	4/1/22	2/16/22				0	5,664	11,328		$2,812,856
	4/1/22	2/16/22							5,664	$2,921,434
Deidra C. Merriwether			$0	$607,500	$1,215,000
	4/1/22	2/16/22				0	1,705	3,410		$846,737
	4/1/22	2/16/22							1,705	$879,422
Paige K. Robbins			$0	$607,500	$1,215,000
	4/1/22	2/16/22				0	1,705	3,410		$846,737
	4/1/22	2/16/22							1,705	$879,422
John L. Howard			$0	$605,200	$1,210,400
	4/1/22	2/16/22				0	1,053	2,106		$522,941
	4/1/22	2/16/22							1,053	$543,127
Kathleen S. Carroll			$0	$391,981	$783,962
	4/1/22	2/16/22				0	1,003	2,006		$498,110
	4/1/22	2/16/22							1,003	$517,337