George Davis

About George S. Davis

George S. Davis (age 67) is an independent director at W.W. Grainger, Inc., serving since 2023 (Years on Board: 2). He is Chair of the Audit Committee and a member of the Board Affairs & Nominating Committee (BANC), and is designated an Audit Committee Financial Expert. Davis’ background includes 16 years as CFO across Intel, Qualcomm, and Applied Materials, and an interim CEO role at Pallidus (SiC technology) from Dec 2023 to Nov 2024, bringing deep expertise in corporate strategy, capital markets, M&A, cybersecurity, and ESG.

Past Roles

Organization	Role	Tenure	Committees/Impact
Pallidus	Interim Chief Executive Officer; Director	Interim CEO Dec 2023–Nov 2024; Director since 2022	Led operations at SiC provider; technology and transformation expertise
Intel Corporation	EVP & Chief Financial Officer	2019–2022	Led global finance; semiconductor industry knowledge
Qualcomm, Inc.	EVP & Chief Financial Officer	2013–2019	Capital markets, investor relations, risk management
Applied Materials, Inc.	EVP & CFO; Group VP Corporate Business Development; Corporate VP & Treasurer	CFO 2006–2013; GVP 2005–2006; Treasurer 2000–2005	Strategy, M&A, treasury/tax leadership
Atlantic Richfield Company (ARCO)	Assistant Treasurer; CFO EMEA	~19 years prior to 2000	Corporate finance and international operations

External Roles

Organization	Role	Tenure	Committees/Impact
A4S (Accounting for Sustainability), U.S. arm under the King’s Trust	Chairman (U.S.)	Current	Embedding sustainability in strategy, operations, reporting
Old Globe Theater (San Diego)	Trustee	Current	Non-profit governance and community engagement

Board Governance

Item	Detail
Independence	Board determined all non-employee nominees (including Davis) are independent under NYSE and Company categorical standards
Committees	Audit (Chair; FE), BANC (member)
Committee activity (2024)	Audit: 6 meetings; BANC: 5 meetings; all members independent
Executive sessions	Every Board meeting (5 total in 2024) included at least one executive session; 15 of 16 committee meetings held executive sessions without management
Attendance	All directors attended the 2024 annual meeting; no director attended fewer than 75% of Board and committee meetings in 2024
Lead Independent Director context	Lead Director Stuart L. Levenick (not standing for re-election); board to elect new Lead Director after 2025 Annual Meeting

The Company highlights “100% independent Board Committees” and “No ‘overboarded’ Directors under ISS voting guidelines” as governance strengths (supportive of director capacity/engagement) .

Fixed Compensation

Component	2024 Amount	Notes
Annual cash retainer (Director)	$115,000	Standard for non-employee directors
Audit Committee Chair retainer	$30,000	Additional cash retainer for Audit Chair
Total fees earned (cash) — Davis	$145,000	Sum of base + chair retainer for 2024
Director equity grant (DSUs)	$175,000 program value	Annual DSU grant; converted to shares via 20-day avg price
Davis 2024 DSU grant (fair value)	$168,219	176 DSUs; grant date April 24, 2024; valued at $955.79 close on Apr 23, 2024
Other compensation (matching gifts) — Davis	$0	Company matches director charitable gifts up to $7,500; no 2024 payments for Davis

Directors may defer annual cash retainers and chair retainers into DSU accounts (alignment mechanism) .
Stock ownership guidelines require Directors to hold at least 5x the annual cash retainer within five years of election; hedging and pledging are prohibited; all Directors are currently in compliance .

Performance Compensation

Award Type	Performance Metrics	Vesting/Settlement	2024 Grant Detail (Davis)
DSUs (Director)	None disclosed for directors	DSUs immediately vest at grant; settled in common shares 1:1 upon departure from the Board	176 DSUs; fair value $168,219 on grant; grant date April 24, 2024

No performance-based metrics (e.g., TSR, EBITDA) are tied to director equity grants; the DSU program is fixed-value with immediate vesting for directors .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed for Davis
Ordinary-course transactions	In 2024, Grainger bought/sold products/services with companies where certain directors (including Davis) are or were associated; Company states transactions were arm’s-length and did not represent a material interest to Directors
Related-party transactions	BANC determined no related-person transactions (over $120,000 with direct or material indirect interest) occurred Jan 1, 2024 through proxy date

Expertise & Qualifications

CFO experience at three large public tech companies (Intel, Qualcomm, Applied Materials); extensive capital markets, M&A, governance, risk management background .
Technology and cybersecurity awareness; semiconductor industry depth; ESG experience including leadership at A4S .
Audit Committee Financial Expert designation reinforces financial reporting and controls oversight capability .

Equity Ownership

Holder	Shares	Options Exercisable ≤60 Days	Stock Units	Percent of Class
George S. Davis	0	0	609	* (<1%)

Directors’ hedging/pledging of Company shares is prohibited; no Directors or executive officers have hedged or pledged their shares; all Directors are currently in compliance with ownership guidelines .

Governance Assessment

Board effectiveness: Davis chairs a fully independent Audit Committee that met 6 times in 2024; the Board maintains regular executive sessions at both Board and committee levels, bolstering independent oversight of financial reporting, ERM, and compliance — a positive signal for investor confidence .
Independence and capacity: The Board affirms Davis’ independence and states no “overboarded” directors under ISS guidelines; attendance thresholds were met and all directors attended the annual meeting — supportive of engagement and capacity .
Alignment and incentives: Davis’ compensation mix is standard for Grainger — cash retainer plus DSUs with immediate vesting and settlement on departure; he holds 609 stock units and is covered by ownership guidelines that the Company reports all Directors meet; hedging/pledging is prohibited — neutral-to-positive alignment, though lack of performance conditions in director equity is typical for U.S. boards .
Conflicts/related parties: The BANC reports no related-person transactions; ordinary-course dealings with companies connected to some directors, including Davis, were arm’s-length and not material — low conflict risk per Company policy and review .
Overall: Davis’ audit chair role, financial expertise, and semiconductor/technology background strengthen Grainger’s oversight of financial reporting and risk. Policy guardrails (ownership requirements, clawback frameworks, anti-hedging/pledging, independent committees) and attendance patterns support governance quality, with minimal identified red flags in the proxy period.