E. Scott Santi

About E. Scott Santi

E. Scott Santi, age 63, is an Independent Director of W.W. Grainger, Inc., serving since 2010 (15 years of board tenure). He is Non‑Executive Chairman and former CEO of Illinois Tool Works Inc. (ITW), and is designated an Audit Committee Financial Expert; he serves on Grainger’s Audit Committee and Board Affairs & Nominating Committee (BANC). He is deemed independent under NYSE standards and Grainger’s categorical standards; in 2024 no director attended fewer than 75% of Board/Committee meetings, and each Board meeting included executive sessions of independent directors .

Past Roles

Organization	Role	Tenure	Committees/Impact
Illinois Tool Works Inc. (ITW)	Chief Executive Officer	2012–2023	Led M&A, integration, strategic marketing, global manufacturing, innovation-driven growth, international operations, and talent management including compensation, succession planning
ITW	Vice Chairman	2008–2012	Senior leadership across strategy and operations
ITW	Executive Vice President	2004–2008	Senior management; multi-industry operations

External Roles

Organization	Role	Tenure	Notes
Illinois Tool Works Inc.	Non‑Executive Chairman; Director	2023–present	Current public company directorship; Chairman of the Board
Rush System for Health	Trustee/Director	N/A	Civic/nonprofit governance
Northwestern University	Trustee/Director	N/A	Civic/nonprofit governance
Art Institute of Chicago	Trustee/Director	N/A	Civic/nonprofit governance
Lyric Opera of Chicago	Trustee/Director	N/A	Civic/nonprofit governance
Chicago Symphony Orchestra Association	Trustee/Director	N/A	Civic/nonprofit governance

Board Governance

Committees: Audit Committee member (financial expert) and BANC member; Audit met 6 times in 2024; BANC met 5 times in 2024 .
Independence: Board determined all non‑employee nominees, including Santi, are independent under NYSE standards and Grainger’s stricter categorical standards .
Attendance and engagement: In 2024, no director attended fewer than 75% of Board/Committee meetings; all directors attended the 2024 annual meeting; five Board meetings were held and each included executive sessions of independent directors .
Lead Director structure: Independent Lead Director presides over executive sessions and coordinates evaluations; Santi is not the Lead Director .
Risk oversight and ESG: Audit oversees ERM (including cybersecurity, compliance), BANC oversees corporate governance and ESG; Compensation Committee oversees human capital programs .

Fixed Compensation

Component	Amount (USD)	Notes
Annual cash retainer (non‑employee director)	$115,000	Standard director retainer for 2024
Additional chair retainers (if applicable)	$0	Santi is not a Committee Chair; chair retainers are $30,000 (Audit), $25,000 (Comp), $20,000 (BANC); $37,500 (Lead Director)
Fees earned or paid in cash (2024)	$115,000	As reported in 2024 Director Compensation Table

Program structure: Non‑employee directors receive $115,000 cash retainer and $175,000 in annual DSUs; director pay program last adjusted April 2024; cash retainers can be deferred into DSUs .

Performance Compensation

Equity Award Type	Grant Date	Units/Shares	Fair Value (USD)	Vesting	Settlement	Performance Metrics
Deferred Stock Units (DSUs)	Apr 24, 2024	176	$168,219	DSUs immediately vest at grant	Settled 1:1 in common stock upon departure from Board	None; director awards are not performance‑conditioned

Annual DSU methodology: Units equal $175,000 divided by 20‑day average stock price through Mar 31, 2024 ($995.65), rounded up; grant date valuation uses closing price $955.79 on Apr 23, 2024 .
2024 stock awards reported for Santi: $168,219 .

Other Directorships & Interlocks

Company	Relationship	Potential Interlock/Conflict Note
Illinois Tool Works Inc.	Chairman, Director	External public board role; not a disclosed conflict at Grainger
Various companies associated with Grainger directors (including Santi)	Ordinary course transactions	Grainger bought/sold goods/services with companies associated with several directors, including Santi; BANC determined no related person transactions occurred in 2024 and ordinary course transactions were arm’s‑length and not material to directors .

Expertise & Qualifications

Audit/Finance: Audit Committee Financial Expert; deep experience in corporate finance, acquisitions/divestitures, and global manufacturing operations .
Strategy/Operations: Innovation‑driven growth, strategic marketing, international operations, leadership development, succession planning .
Governance: Extensive public company leadership; currently chairs a major industrial company’s board .

Equity Ownership

Holder	Shares	Options Exercisable ≤60 Days	Stock Units	Percent of Class
E. Scott Santi	303	—	10,147	* (<1%)

Director stock ownership guidelines: Must own ≥5x annual cash retainer within 5 years; all directors are currently in compliance .
Hedging/Pledging: Prohibited by Company policy; no directors or executive officers have hedged or pledged owned shares .

Governance Assessment

Board effectiveness: Santi strengthens financial oversight as an Audit Committee Financial Expert and supports governance/ESG via BANC; independent status and robust executive session practice enhance investor confidence .
Alignment: Equity in the form of DSUs and compliance with ownership guidelines create long‑term alignment; no hedging/pledging allowed .
Compensation structure: Director pay is balanced between cash retainer and DSUs; no performance‑conditioned equity for directors, consistent with market practice; independent compensation consultant advises on Director pay .
Conflicts/related parties: BANC reported no related person transactions in 2024; ordinary course dealings with companies associated with some directors (including Santi) deemed arm’s‑length and not material—a mitigated conflict risk .

RED FLAGS

None disclosed specific to Santi: no related‑party transactions, no hedging/pledging, independent status affirmed, attendance thresholds met .