Katherine Jaspon

About Katherine D. Jaspon

Katherine D. Jaspon (age 48) is an independent director of W.W. Grainger, Inc., serving since 2021 (4 years of board tenure). She is Chief Financial Officer of Inspire Brands and a certified public accountant, and she serves on Grainger’s Audit Committee as an Audit Committee Financial Expert and on the Board Affairs and Nominating Committee (BANC). Her background spans public-company CFO roles, capital markets transactions, and audit, positioning her as a financially sophisticated director aligned with Grainger’s governance standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Inspire Brands, Inc.	Chief Financial Officer	2020–Present	Oversees accounting, reporting, tax, FP&A, treasury, internal audit; manages investor/lender relationships.
Dunkin’ Brands Group, Inc.	CFO (SVP)	2017–2020	Led finance; oversaw IPO, follow-on offerings, securitizations, debt transactions, divestiture, sale to Inspire.
Dunkin’ Brands Group, Inc.	VP Finance & Treasury; VP Controller & Corporate Treasurer; Director, Assistant Controller	2005–2017	Enterprise risk management, payments, insurance, demand planning; global FP&A and reporting.
KPMG LLP	Auditor (Senior Manager)	1997–2005	Audit experience; CPA credential.

External Roles

Organization	Role	Tenure	Committees/Impact
MOD Pizza LLC (private)	Board member; Audit Committee Chair	Not disclosed	Audit oversight and committee leadership.
Various non-profit boards	Board member	Not disclosed	Community and philanthropic engagement.

Board Governance

Independence: The Board determined all non-employee nominees, including Jaspon, are independent under NYSE standards and Grainger’s more restrictive categorical standards.
Committees: Audit Committee (member; Audit Committee Financial Expert) and BANC (member). All Committees are 100% independent.
Attendance and engagement: In 2024, five Board meetings and 16 Committee meetings were held; all Directors then serving attended the 2024 annual meeting, and no Director attended fewer than 75% of Board and Committee meetings. Executive sessions were held at each Board meeting and in 15 of 16 Committee meetings.
Governance processes: Majority voting with director resignation policy; proxy access; shareholders may call special meetings; prohibition on hedging/pledging; robust evaluations and active shareholder engagement.

Fixed Compensation

Component (2024)	Amount/Detail	Evidence
Annual cash retainer	$115,000
Equity grant (DSUs)	176 DSUs; fair value $168,219 at grant date (April 24, 2024; valued using $955.79 close on April 23, 2024)
Matching Gifts (company donation)	$6,750
Total reported 2024	$289,969
Director program baseline	Non-employee director total base compensation $290,000; DSU grant methodology uses 20-day average price (176 DSUs for 2024 cycle)

Notes: DSUs vest immediately and settle 1:1 in Grainger shares upon departure from the Board; Directors may defer cash retainers into DSUs.

Performance Compensation

Component	Metric Linkage	Comment
Performance-based equity (e.g., PSUs)	None disclosed for directors	Director program consists of cash retainers and annual DSUs; no performance metrics described for director pay.
Options awards	None disclosed for directors	Not included in the director compensation program described.

Other Directorships & Interlocks

Category	Detail	Evidence
Current public company directorships	None disclosed for Jaspon
Private company boards	MOD Pizza LLC (member; Audit Chair)
Executive role interlocks	CFO of Inspire Brands
Related party/ordinary course transactions	Grainger bought from/sold to companies associated with Directors (including Jaspon) in ordinary course; Board states transactions arm’s-length and no material interest

Expertise & Qualifications

Financial expertise: Public-company CFO roles at Inspire Brands and Dunkin’ Brands; audit background at KPMG; CPA; designated Audit Committee Financial Expert.
Capital markets/M&A: Led IPO, follow-on offerings, securitizations, multiple debt transactions, brand divestiture, and sale to Inspire.
Risk, controls, and investor engagement: Oversight of ERM, payments, insurance, demand planning; manages investor and lender relationships.

Equity Ownership

Item (as of Feb 28, 2025)	Amount	Percent of Class
Shares owned	0	<1%
Stock units (director DSUs)	1,251	<1%
Stock options exercisable within 60 days	—	<1%
Hedging/Pledging	Prohibited; none by Directors	n/a
Ownership guidelines	5× annual cash retainer within 5 years; all Directors are currently in compliance	n/a

Insider Trades (Form 4 Filings)

Filing Date	Security/Transaction	Notes
2025-06-03	Deferred Stock Units (acquisition/derivative)	Form 4 indicates DSUs settle 1-for-1 in common stock upon end of service
2025 (XML)	Director relationship; GWW issuer; transaction details in SEC XML	Confirms Form 4 reporting by Katherine D. Jaspon for GWW
2023 (TXT index)	Form 4 filing (details in index)	Indicates Form 4 activity for Jaspon in 2023

Note: The proxy’s beneficial ownership table shows 1,251 stock units and no shares/options for Jaspon as of 2/28/2025. Directors’ DSU grants vest immediately and settle 1:1 upon departure.

Governance Assessment

Strengths
- Independence and financial expertise: Independent director, Audit Committee Financial Expert, bringing CFO, audit, capital markets, and ERM experience aligned to Grainger’s risk and reporting needs.
- Committee coverage and attendance: Serves on Audit and BANC; Board and Committees run frequent executive sessions; no Director below 75% attendance; strong governance processes (majority voting, proxy access, no rights plan).
- Ownership alignment: DSU-based equity with ownership guidelines of 5× cash retainer; hedging/pledging prohibited; Directors reported as in compliance.
Potential watch items
- Ordinary-course transactions with companies associated with certain Directors (including Jaspon) were disclosed; the BANC concluded no related person transactions and characterized dealings as arm’s-length and not material to Directors—continue monitoring to ensure independence remains unimpaired.
- No performance-conditioned director equity (e.g., PSUs) is described; while typical for directors, this limits direct pay-for-performance linkage at the board level.

Overall, Jaspon’s audit and CFO credentials, plus committee roles, support board effectiveness in oversight of financial reporting, ERM, and governance, with no material conflicts identified and solid attendance and alignment practices reported.