Deidra Merriwether

About Deidra Merriwether

Deidra (Dee) Merriwether has served as Senior Vice President and Chief Financial Officer (CFO) of W.W. Grainger, Inc. since January 12, 2021 (age 51 at appointment) after leading North American Sales & Services and prior executive roles in finance, pricing, and U.S. direct sales . Grainger delivered $17.2B in 2024 sales (+4.7% daily, organic constant currency), adjusted ROIC of 41.6%, and one-year/three-year TSR of 28.2%/109.8%, anchoring pay-for-performance across annual incentives and PSUs . The 2024 MIP payout was 97% of target (sales growth 4.5% → 45% payout; adjusted ROIC 41.4% → 53% payout; ESG modifier 0%) .

Past Roles

Organization	Role	Years	Strategic Impact
W.W. Grainger	CFO (SVP)	Jan 2021–present	Oversees finance; supports strategy execution and profitable growth .
W.W. Grainger	SVP & President, North American Sales & Services	2020–2021	Led sales, solutions, customer engagement across North America .
W.W. Grainger	SVP, U.S. Direct Sales & Strategic Initiatives	2017–2020	Led new pricing strategy; strengthened large/medium customer relationships .
W.W. Grainger	VP, Pricing & Indirect Procurement	2016–2017	Led pricing and procurement capabilities .
W.W. Grainger	VP Finance, Americas	2013–2016	Head of North America Finance .
Sears Holdings; PricewaterhouseCoopers; Eli Lilly	Finance/other roles	Not disclosed	Delivered consistent top quartile performance (prior to Grainger) .

External Roles

Organization	Role	Years
Weyerhaeuser Company	Director	Since Nov 2020 (at time of 8-K) .
Ann & Robert H. Lurie Children’s Hospital of Chicago	Board/Nonprofit leadership	Not disclosed .

Fixed Compensation

Multi-year compensation (Summary Compensation Table – amounts as reported):

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	668,750	693,836	718,784
Stock Awards – Grant-Date Fair Value ($)	1,726,159	2,000,793	2,224,167
Non-Equity Incentive Plan Comp. ($)	1,075,275	873,905	703,250
All Other Comp. ($)	89,944	110,883	100,775
Total ($)	3,560,128	3,679,417	3,746,976

Additional fixed pay specifics:

Annualized base salary increased to $725,000 effective March 31, 2024 (+3.6% YoY) .
2024 target annual incentive: 100% of base salary; actual payout: 97% of target .
Perquisites include executive physical ($5,245) and retirement savings/SPSP contributions ($95,530) in 2024 .

Performance Compensation

2024 Annual Incentive (MIP) design and outcomes:

Metric	Weighting	Target (100% payout scale)	Actual 2024	Payout %	Vesting
Total Company Daily, Organic Constant Currency Sales Growth	Not disclosed	11.3% → 100% payout	4.5%	45%	Annual cash (no vesting)
Total Company Adjusted ROIC	Not disclosed	44.0% → 100% payout	41.4%	53%	Annual cash (no vesting)
ESG Modifier (Scope 1&2; diverse leadership)	±10 ppt	N/A	0%	0%	N/A
Final MIP Payout	—	—	—	97% of target	Annual cash

2022–2024 PSU cycle (final results approved at 118% of target):

Metrics (equally weighted): U.S. share gain (+465 bps over period), Endless Assortment daily sales growth (+14.2%), total Company adjusted operating margin expansion (+119 bps); three-year performance period and cliff vest .
Merriwether’s 2024 LTIP target value: $2,200,000 (50% PSUs, 50% RSUs; PSUs three-year cliff; RSUs three-year graded) .

2024 LTIP grants:

Award Type	Grant Date	Shares Granted	Fair Value ($)	Vesting
PSUs	4/1/2024	1,105 target; 0–200% earnout	1,100,050	3-year cliff (2024–2026)
RSUs	4/1/2024	1,105	1,124,117	3-year graded (2024–2026)

Option exercises and stock vesting realized in 2024:

Item	Quantity	Value ($)
Options exercised	8,301 shares	5,819,048
Shares vested (RSUs/PSUs)	4,807 shares	5,006,453

Equity Ownership & Alignment

Beneficial ownership and guideline compliance:

Holding Detail (as of Feb 28, 2025)	Amount
Shares owned	6,852
Stock options exercisable within 60 days	2,339 (exercise price $311.26; expires 3/31/2029)
Stock units (RSUs credited)	2,657
Percent of class	<1%
Stock ownership guideline	3x base salary; in compliance
Hedging/Pledging	Prohibited; none by executives

Outstanding unvested awards and vesting schedule:

Vest Date	RSUs (count)	PSUs (count)
Apr 1, 2025	569; 491; 368	2,012 (final 2022 PSU payout)
Apr 1, 2026	492; 368	2,948 (assumed at max for disclosure)
Apr 1, 2027	369	2,210 (assumed at max for disclosure)

Outstanding equity value (year-end 2024 close $1,054.05):

Unvested RSUs: 4,669 units; market value $4,921,359 .
Unearned PSUs outstanding (max): 5,158 units; payout value $5,436,790 .

Employment Terms

Employment agreements: The company does not maintain employment agreements with NEOs .
Change-in-control: Double-trigger CIC agreements; lump-sum cash equal to 2x (salary + target annual incentive + average supplemental profit sharing %) plus two years of health/dental benefits .
Event-specific economics for Merriwether (as of 12/31/2024):

Scenario	Cash Payments ($)	RSU Acceleration ($)	PSU Acceleration ($)	Benefits/Other ($)	Total ($)
Involuntary Termination (without cause)	1,450,000	1,506,062	3,900,776	172,711 (benefits + 401k + outplacement)	7,029,549
Change in Control + Termination (double trigger)	3,074,000	2,800,611	4,515,550	149,766 (benefits + outplacement)	10,539,927
Death or Disability	—	2,800,611	4,515,550 (settled at target)	—	7,316,161

Other terms:

Retirement plan eligibility: Not eligible for frozen EDBP; continued 401(k) contribution eligibility for 12 months upon involuntary termination .
Clawbacks: Equity Award Agreement Clawback Provisions and NYSE-compliant clawback policy in place .
Deferred compensation (SPSP): 2024 registrant contribution $86,313; aggregate balance $640,476 .

Investment Implications

Pay-for-performance alignment: Annual incentives tied to sales growth and ROIC with transparent scales; long-term PSUs equally weighted across share gain, Endless Assortment growth, and adjusted operating margin, producing a 118% payout for the 2022–2024 cycle as performance exceeded targets .
Insider selling pressure: Significant realized liquidity in 2024 from option exercises ($5.82M) and vestings ($5.01M). Upcoming vesting events on Apr 1, 2025–2027 (RSUs and PSUs) could add supply; monitor Form 4 filings around these dates .
Alignment and risk controls: 3x salary ownership guideline (in compliance) and prohibition on hedging/pledging reduce misalignment and leverage risk; strong clawback regime further mitigates downside governance risk .
Retention economics: CIC double-trigger and 2x cash multiple plus equity acceleration provide retention through strategic cycles, while standard severance (12 months pay/benefits) offers transition protection without single-trigger concerns .