Jonny LeRoy

About Jonny LeRoy

Jonny LeRoy (age 53) is Senior Vice President and Chief Technology Officer at W.W. Grainger, Inc. (GWW), a role he has held since April 2020, following senior technology leadership at ThoughtWorks and earlier founding CTO experience at Whatsonwhen . Company performance context for incentive alignment: in 2024, Grainger delivered $17.2B in sales (+4.7% daily organic constant currency), adjusted ROIC of 41.6%, and achieved one‑year TSR of 28.2% and three‑year TSR of 109.8%; 2024 NEO annual incentive paid at 97% of target and the 2022 PSU cycle paid at 118% of target . In Q3 2025, Grainger reported net sales of $4.657B (+6.1% YoY), adjusted operating margin of 15.2%, and adjusted diluted EPS of $10.21 (+3.4% YoY) .

Past Roles

Organization	Role	Years	Strategic Impact
Grainger	Senior Vice President & Chief Technology Officer	Apr 2020–present	Leads enterprise technology strategy and execution
ThoughtWorks (North America)	Head of Technology	2013–Mar 2020	Senior technology leadership for North America region
Whatsonwhen	Founder & Chief Technology Officer	Prior to ThoughtWorks	Early-stage online travel information platform leadership

External Roles

No current public company board roles disclosed in Grainger’s executive officer section of the 2025 Form 10‑K .

Fixed Compensation

Metric	2024
Base Salary ($)	$605,000
Target Bonus (% of base)	80%
Actual Bonus Paid ($)	$469,480 (2024 MIP payout)
All Other Compensation ($)	$78,241 (includes retirement savings/SPSP contributions and executive physical)

Performance Compensation

Annual Incentive (MIP) Design and Outcomes

Element	2024 Design/Result
Financial Metrics	Year‑over‑year total Company daily, organic constant currency sales and total Company adjusted ROIC
ESG Modifier	±10 percentage points based on Scope 1&2 emissions and diverse leadership representation
Target Award (% of base)	80%
Payout vs Target	97% of target for NEOs (including LeRoy)
Cap	200% of target

The MIP payout curve includes specific sales growth thresholds (e.g., 11.3% daily organic constant currency growth equates to 100% payout), with ROIC as a co‑anchor metric, supporting profitable growth and capital efficiency .

Long‑Term Incentives (LTI) Structure

Award Type	Weight	Vesting	Performance Metrics	2024 Grant Values
RSUs	50% (Other NEOs)	Three‑year graded vesting	Stock price value realization	Included in stock awards; LeRoy SCT stock awards grant‑date fair value $825,256
PSUs	50% (Other NEOs)	Three‑year cliff, contingent on performance	U.S. share gain (relative to U.S. MRO), Endless Assortment daily sales growth, total Company adjusted operating margin; equally weighted	Part of $815,000 2024 LTIP target for LeRoy as new NEO

Equity Ownership & Alignment

Ownership Component	Amount	Notes
Common Shares Directly Owned	590	Form 3 initial beneficial ownership
Stock Units (RSUs counted for guidelines)	980	Beneficial ownership table (units excluded from % calc)
Unvested RSUs (shares/units not yet vested)	1,691	Year‑end 2024; market value $1,782,399 at $1,054.05
Unearned PSUs (maximum)	1,926	Year‑end 2024; market/payout value $2,030,100 at $1,054.05
Options (exercisable/unexercisable)	None disclosed for LeRoy	Outstanding equity awards table shows no options for LeRoy
Beneficial Ownership (% of class)	<1%	Asterisk denotes <1%
Stock Ownership Guideline	3x base salary; in compliance	Must meet within 3 years; RSUs count; PSUs/options do not; hedging/pledging prohibited and none by officers

Known Upcoming Vesting Events (from Form 3)

Grant Type	Shares	First Vest/Exercisable	Final Settlement/Expiration
RSU	201	04/01/2023	04/01/2025
RSU	369	04/01/2024	04/01/2026
RSU	410	04/01/2025	04/01/2027

Hedging and pledging of Company stock are prohibited by policy; executives are required to retain net shares until ownership guidelines are met, reinforcing alignment .

Employment Terms

Provision	Details
Role and Tenure	SVP & CTO since April 2020
Severance (Non‑CIC Plan)	2.0x or 1.5x base salary + target annual incentive (by tier); prorated MIP for year of termination; pro‑rata vesting treatment of outstanding equity; portion of COBRA and outplacement benefits; installments unless prior CIC agreements dictate lump sum
Change‑in‑Control (CIC) Plan	2.0x base salary + target annual incentive; prorated MIP at target; double‑trigger vesting for equity; COBRA continuation; lump sum timing rules per 409A
Good Reason (CIC)	Includes material diminution in role, compensation reductions, relocation >50 miles, improper termination; detailed definitions apply
Participation & Restrictive Covenants	Participation designated for SVPs (including CTO); subject to Confidentiality, Invention Assignment, Non‑Competition, and Non‑Solicitation agreements
Individual CIC Agreement	Executed after Dec 31, 2024 and before proxy filing; column includes CIC+termination economics as if effective at FY‑end

Modeled Separation Economics (as disclosed)

Scenario	Cash Payments ($)	RSU Acceleration ($)	PSU Acceleration ($)	Health & Welfare ($)	Outplacement ($)	Total ($)
Death	0	1,032,969	1,649,588	0	0	2,682,557
Disability	0	1,032,969	1,649,588	0	0	2,682,557
Involuntary Termination (No Cause)	1,089,000	550,390	1,420,947	20,461	90,750	3,207,848
CIC Only	0	0	0	0	0	0
CIC + Termination (No Cause/Good Reason)	2,308,680	1,032,969	1,649,588	41,016	90,750	5,123,003

Notes: As of 12/31/2024, LeRoy is not eligible for the frozen EDBP; 12 months of pay continuation applies for non‑CIC involuntary terminations; continued eligibility to receive fully vested 401(k) contributions for 12 months in involuntary termination scenario . Double‑trigger equity vesting under CIC Plan; non‑CIC severance includes pro‑rata vesting per plan terms .

Investment Implications

Pay‑for‑performance alignment: Annual incentives tied to sales growth and ROIC, with ESG modifier; 2024 payout at 97% of target and PSU design focused on share gain, Endless Assortment growth, and operating margin, indicating strong linkage to operating drivers and shareholder value creation .
Retention risk: Material unvested RSUs (1,691 units) and unearned PSUs (1,926 units at max) at year‑end 2024, plus robust CIC protections (double‑trigger vesting, 2x salary+target bonus), reduce near‑term flight risk; non‑CIC severance includes pro‑rata vesting, supporting continuity .
Insider selling pressure: Policy requires holding net shares until guidelines are met; hedging/pledging prohibited and none by officers; no indication of 10b5‑1 plan adoption/modification by officers (other than CEO) in Q3 2025, lowering structural near‑term selling pressure signals .
Alignment and skin‑in‑the‑game: Direct ownership is modest (<1% of shares outstanding) but compliance with 3x salary guideline and RSU counting rules, plus ongoing vesting cadence, keep exposure aligned; options are not part of LeRoy’s current mix, limiting leverage risk .
Execution focus areas: Company‑selected measures emphasize adjusted ROIC and daily sales growth; 2024 record earnings, high ROIC, and strong TSR support confidence in incentive design and technology execution supporting growth initiatives under LeRoy’s CTO role .