Christopher Klein
W.W. GRAINGERAbout 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 .