Christopher Klein

About Christopher J. Klein

Christopher J. Klein, age 61, is an independent director of W.W. Grainger, Inc., serving since 2023; he sits on the Audit Committee (designated an Audit Committee Financial Expert) and the Board Affairs & Nominating Committee (BANC) . Klein is the former CEO and Executive Chairman of Fortune Brands Home & Security, where he led the 2011 spin-off and, through his 2020 retirement, oversaw revenues doubling and profits increasing fifteen-fold . The Board has determined he is independent under NYSE standards and the Company’s categorical standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Fortune Brands Home & Security, Inc.	CEO; Executive Chairman (post-retirement)	2003–2020	Led spin-off (Oct 2011); revenues doubled and profits increased 15x through 2020 retirement
Bank One (now part of JPMorgan Chase)	Executive Vice President	2001–2003	Restructured businesses; developed payments strategy
McKinsey & Co.	Management Consultant (financial services)	Not disclosed	Corporate strategy, distribution, branding, M&A, restructuring expertise

External Roles

Organization	Position	Committees/Responsibilities
Thor Industries	Director	Chair, Nominating/ESG Committee; Audit Committee member
Vontier Corporation	Director	Chair, Compensation Committee
Ravinia Music Festival	Chairman of the Board	Board leadership
University of Iowa Tippie School of Business	Advisory Board Member	Advisory responsibilities

Board Governance

Committee assignments: Audit Committee member (Financial Expert per SEC rules) and BANC member; Audit met 6 times, BANC met 5 times in 2024, with executive sessions at most meetings .
Independence: All non-employee director nominees, including Klein, were determined independent under NYSE standards and the Company’s more restrictive categorical standards .
Attendance: All directors attended the 2024 annual meeting; during 2024, no director attended fewer than 75% of Board and applicable Committee meetings; the Board held 5 meetings with executive sessions each time (16 Committee meetings in total) .
Governance practices: 100% independent committees; majority voting with resignation policy; proxy access; prohibition on hedging/pledging; no “overboarded” directors under ISS guidelines .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer (director)	$115,000	Standard for non-employee directors
Committee chair retainer (if applicable)	$0	Klein is not a GWW committee chair (Audit Chair is George S. Davis; BANC Chair is Stuart L. Levenick)
Lead Director retainer (if applicable)	$0	Klein is not Lead Director
2024 Fees earned (Klein actual)	$115,000	2024 director compensation table

2024 Director Compensation (Klein):

Category	2024 Amount
Fees Earned or Paid in Cash	$115,000
Stock Awards (grant-date fair value)	$168,219
All Other Compensation	$0
Total	$283,219

Program structure and alignment:

Non-employee directors receive annual DSU grants of $175,000, calculated by $175,000 divided by the 20-day average stock price through March 31 (rounded up), with 176 DSUs granted in 2024; DSUs are settled in shares upon termination of Board service .
Additional annual cash retainers: $37,500 Lead Director; $30,000 Audit Chair; $25,000 Compensation Chair; $20,000 BANC Chair .
Director pay is benchmarked against the same comparator group used for executive compensation; the independent compensation consultant advises on director pay .

Performance Compensation

Equity Type	2024 Grant	Grant Date	Vesting	Settlement	Valuation Basis
Deferred Stock Units (DSUs)	176 DSUs	April 24, 2024	Immediate vesting on grant	Shares delivered 1:1 upon Board departure	$168,219 grant-date fair value using $955.79 close on April 23, 2024

Performance metrics: No performance conditions are attached to director DSU awards (they are time-based/board-service aligned); the company maintains NYSE-compliant clawback policy and equity award agreement clawback provisions generally, enhancing alignment and accountability .

Other Directorships & Interlocks

Potential Interlock Area	Observation
Ordinary-course transactions with companies linked to directors	2024 ordinary-course transactions involved companies linked to Jaspon, Miller, Perez, Adkins, Davis, Santi, and White; Klein was not identified among directors with such transactions; BANC determined no related person transactions Jan 1, 2024 through proxy date .
Trade associations/lobbying	Company political activity limited; no PAC; not specific to Klein .

Expertise & Qualifications

Corporate strategy, distribution, branding, M&A, restructuring, and business development; led a complex public-company spin-off and delivered outsized performance outcomes at Fortune Brands .
Audit Committee Financial Expert designation enhances oversight of financial reporting, controls, and ERM (Audit Committee includes only financially literate members designated as financial experts) .
Governance leadership roles on external boards (Chairing nom/ESG and compensation committees) signal strong committee expertise and cross-industry governance perspective .

Equity Ownership

Holder	Shares	Options Exercisable (<60 days)	Stock Units	Percent of Class
Christopher J. Klein	65	—	257	* (<1%)

Ownership alignment:

Director stock ownership guidelines require each non-employee director to hold stock/stock equivalents equal to at least 5x the annual cash retainer ($115,000), implying $575,000 within five years of election; all directors are currently in compliance .
Hedging or pledging of company stock by directors is prohibited; no directors or executive officers have hedged or pledged their beneficially owned shares .

Governance Assessment

Strengths: Independence affirmed; dual committee service with Audit FE designation strengthens financial oversight; strong attendance and engagement framework (executive sessions at all Board meetings; frequent committee sessions); director pay mix balanced with equity via DSUs and ownership guidelines; prohibition on hedging/pledging enhances alignment .
External governance credentials: Chairs nom/ESG at Thor and compensation at Vontier, indicating deep governance and human capital expertise transferable to GWW’s oversight .
Conflicts and related-party exposure: BANC reported no related person transactions in 2024 and Klein not identified among directors with ordinary-course company transactions; charitable contributions caps low and matched per policy, mitigating conflict risk .
RED FLAGS: None disclosed specific to Klein; Company states no “overboarded” directors under ISS guidelines; continue to monitor aggregate time commitments and any evolving interlocks across suppliers/customers, but current disclosure suggests low conflict risk .