Cindy Miller

About Cindy J. Miller

Cindy J. Miller, age 62, is an independent director of W.W. Grainger, Inc. (GWW), serving since 2024 with committee assignments on the Compensation Committee of the Board (CCOB) and the Board Affairs & Nominating Committee (BANC) . She is the former President & CEO of Stericycle, Inc. (2019–Nov 2024) and previously held senior leadership roles at United Parcel Service (UPS), including President, Global Freight Forwarding and President, Europe Region, bringing deep logistics, operations, healthcare industry, and transformation expertise to Grainger’s board . The Board determined she is independent under NYSE standards and Grainger’s heightened categorical standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Stericycle, Inc.	President & CEO; Director	President & CEO: May 2019–Nov 2024; Director: Feb 2019–Nov 2024	Led business transformation and operations management; deep healthcare compliance and safety experience
UPS	President, Global Freight Forwarding	Apr 2016–Sep 2018	Global logistics leadership, international operations, safety and strategy
UPS	President, European Region	Mar 2013–Mar 2016	Regional leadership across Europe; supply chain and change management
UPS	Managing Director (UK; South Europe, Middle East & Africa)	Various dates within 1988–2018	Operations management and international business exposure

External Roles

Organization	Role	Tenure	Notes
Stericycle, Inc.	Director	2019–2024	Prior public board role; retired Nov 2024
UGI Corporation	Director	2020–2024	Prior public board role

As of the 2025 proxy, no “Other Current Public Company Boards” are listed for Ms. Miller; the filing enumerates only prior public company boards (Stericycle, UGI) for her .

Board Governance

Independence: Board determined all non-employee director nominees, including Cindy J. Miller, have no material relationships and meet NYSE independence standards and Grainger’s stricter categorical standards .
Committee memberships: Member, Compensation Committee; Member, Board Affairs & Nominating Committee .
Attendance: In 2024, no director attended fewer than 75% of total Board and Committee meetings; all directors then serving attended the 2024 annual meeting .
Engagement: Board held five meetings in 2024, each with independent director executive sessions; Committees held 16 meetings, including 15 executive sessions without management .
Lead Independent Director: Stuart L. Levenick served as Lead Director after the 2024 meeting; he is not standing for re-election in 2025 and the Board will elect a new Lead Director post-meeting .
Governance quality signals: 100% independent committees; majority voting and resignation policy; proxy access; annual elections; prohibition on hedging/pledging; clawback policies; active shareholder engagement .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$115,000	Standard retainer for non-employee directors
Equity grant (DSUs)	$168,219 fair value	176 DSUs granted Apr 24, 2024; number set by $175,000 ÷ 20-day avg price ($995.65) through Mar 31, 2024; DSUs settled 1:1 in common shares upon board departure
Committee chair fees	$0	Miller is not a chair (Audit Chair $30,000; Compensation Chair $25,000; BANC Chair $20,000; Lead Director $37,500)
Matching gifts/perqs	$0	Company matches director charitable donations up to $7,500; Miller had $0 in “All Other Compensation” in 2024

Total 2024 director compensation (Miller): $283,219, comprised of $115,000 cash + $168,219 stock awards; no other compensation .

Performance Compensation

Non-employee director pay is not performance-based; DSUs immediately vest at grant and are delivered after service ends; there are no annual bonus metrics, PSUs, options, or performance scorecards for directors .
Clawback provisions exist broadly in equity award agreements and NYSE-compliant policy, strengthening pay-for-performance for executives but do not add performance-contingency to director pay .

Performance Metric Linkage for Directors	Status
Cash retainer	Not performance-based
DSUs	Not performance-based; immediate vesting; settlement on separation

Other Directorships & Interlocks

Category	Details
Ordinary-course transactions	In 2024, Grainger bought from or sold to companies with which Miller and several other directors were associated as senior executives; transactions believed arm’s-length and not a material interest to the directors .
Charitable connections	Company donations to tax-exempt organizations with directors serving as officers/directors did not exceed $53,205 per organization; director matching gifts program up to $7,500 company contribution; employee-like discounts provided .

No related person transactions requiring approval occurred during Jan 1, 2024 through the proxy date per BANC review .

Expertise & Qualifications

Logistics, transportation, and international operations expertise from UPS leadership roles (Global Freight Forwarding; Europe Region) .
Healthcare compliance and regulated services exposure as Stericycle CEO (regulated waste management, secure information destruction, compliance) .
Business transformation, change management, safety, and strategy credentials .
Board skills matrix identifies directors added since 2020—including Cindy J. Miller—to bring technology, digital commerce, finance, workforce diversification, and global logistics management expertise to the Board .

Equity Ownership

Holder	Shares	Options (exercisable in 60 days)	Stock Units	% of Class
Cindy J. Miller	0	0	178	<1%

Director ownership guidelines: within 5 years of election, directors must hold at least 5× annual cash retainer; hedging and pledging of company shares prohibited; company states all directors are currently in compliance .
Ownership program structure: DSUs settle in shares 1:1 upon board departure; directors may defer cash retainers into DSUs; strong alignment and long-term orientation .

Governance Assessment

Board effectiveness: Miller’s logistics and operations background aligns with Grainger’s MRO distribution and supply chain intensity, supporting risk oversight, human capital, and operational strategy on BANC and pay/alignment oversight on the Compensation Committee .
Independence & attendance: Confirmed independent; board and committee cadence and executive sessions indicate robust oversight and engagement; no director fell below 75% attendance in 2024 .
Compensation alignment: Director pay mix balances cash retainer and equity DSUs with immediate vesting but delayed settlement, combined with ownership guidelines and hedging/pledging prohibitions—supporting alignment without short-term incentives .
Conflicts/related-party exposure: Ordinary-course transactions with companies linked to directors (including Miller) were arm’s-length and not material; BANC reported no related person transactions in 2024—low conflict risk .

RED FLAGS (none material identified):

No related-person transactions requiring approval; ordinary-course counterparties with director associations flagged but not material .
No hedging/pledging; compliance with ownership guidelines asserted .
Director compensation lacks options/repricing and contains no performance-linked components—typical for directors and not a misalignment signal at Grainger .

Overall signal: Strong independence, relevant operational expertise, and compliant ownership posture; committee placements (Compensation; BANC) position Miller to influence pay practices and governance, with low observable conflict risk in the latest proxy disclosures .