Lucas Watson

About Lucas E. Watson

Independent director (age 54) serving since 2017 (7 years of tenure), currently a member of the Board Affairs & Nominating Committee (BANC) and the Compensation Committee; classified as independent under NYSE standards and the company’s categorical standards . Background spans senior go-to-market, marketing, and general management roles across technology, autonomous vehicles, fintech software, and consumer brands, including Archer Venture Capital partner, President of MSG Sphere, senior roles at Cruise (GM), Intuit, Google, and early career at Procter & Gamble .

Past Roles

Organization	Role	Tenure	Committees/Impact
Archer Venture Capital	Partner; Board member of Hatch Baby, Inc. (portfolio company)	2023–present	Growth-stage tech investing; governance at portfolio company
Madison Square Garden Entertainment Corp. (MSG Sphere)	President, MSG Sphere	2022–2023	Led strategy and execution of all business aspects; venue opened Sept 2023
Cruise LLC (General Motors)	SVP, Go-To-Market; CMO & GM	2018–2021	Led go-to-market strategy for autonomous vehicle fleet
Intuit, Inc.	EVP & Chief Marketing and Sales Officer	2016–2018	Oversaw global sales and go-to-market
Google, Inc.	VP, Global Brand Solutions	2011–2016	Led brand advertising business with global enterprises
Procter & Gamble	Various marketing and general management roles	Not disclosed	Brand management foundation

External Roles

Organization	Role	Public/Private	Notes
Archer Venture Capital	Partner	Private	VC investing; governance exposure
Hatch Baby, Inc.	Director	Private	Archer portfolio company board seat

Board Governance

Committees: Member of BANC (oversees governance, ESG, board composition, director independence and evaluations) and Compensation Committee (oversees executive/director pay philosophy, human capital programs, and compensation risk) .
Independence: Non-employee nominees (including Watson) determined independent under NYSE and company standards; committees are 100% independent .
Attendance: In 2024, Board met 5 times and committees met 16 times; all directors attended the annual meeting and no director attended fewer than 75% of their board/committee meetings; executive sessions held at each board meeting and most committee meetings, reinforcing independent oversight .
Lead independent oversight: Lead Director role manages agendas, executive sessions, evaluations, risk coordination, and shareholder engagement; regular executive sessions promote candid assessments of management .

Fixed Compensation

Component	Amount (USD)	Detail
Annual cash retainer	$115,000	Standard non-employee director base retainer (program adjusted April 2024)
Committee chair retainers	$0	Watson is not a committee chair; chair fees: Audit $30,000; Compensation $25,000; BANC $20,000
Lead Director retainer	$0	Only applies if serving as Lead Director ($37,500)
Fees Earned/Paid (2024 actual)	$115,000	Reported in 2024 Director Compensation Table

Program note: Director pay targets median market; independent consultant advises on program .

Performance Compensation

Component	Grant details	Vesting	Performance Metrics
Annual DSUs	176 DSUs for 2024 grant; grant date Apr 24, 2024; fair value $168,219 using $955.79 closing price on Apr 23, 2024 (formula based on $175,000 and 20-day avg $995.65)	DSUs immediately vest upon grant; settled 1:1 in shares upon board departure	None disclosed for directors; DSUs align interests but are not performance-conditioned

Total 2024 compensation for Watson: $283,219 (cash $115,000; stock awards $168,219; other $0) .

Clawbacks, hedging/pledging: Company maintains NYSE-compliant clawback policy, equity award clawbacks, and prohibits hedging/pledging; directors are in compliance .

Other Directorships & Interlocks

Company	Role	Committee Roles	Potential Interlock/Conflict
None (public company boards)	—	—	None disclosed
Hatch Baby, Inc. (private)	Director	Not disclosed	No Grainger-related transactions disclosed; private consumer tech exposure

Related-party transactions: BANC reported no related person transactions Jan 1, 2024 through proxy date; ordinary-course business transactions disclosed did not include Watson among directors with associated organizations; charitable donations capped and matched program explained .

Expertise & Qualifications

Go-to-market, brand advertising, and digital commerce leadership across Google, Intuit, Cruise; operations leadership at MSG Sphere with major venue launch; venture investing and board governance through Archer .
Contributes marketing/sales, digital/eCommerce, operational strategy, and technology-related customer experience expertise to board deliberations; supports BANC oversight of ESG and Compensation oversight of human capital .

Equity Ownership

Holder	Shares Owned	Stock Options (exercisable in 60 days)	Stock Units	% of Class	Notes
Lucas E. Watson	157	—	5,360	* (<1%)	Shares include 157 with shared voting/investment power

Ownership guidelines: Directors must hold ≥5x annual cash retainer within 5 years; all directors are currently compliant; hedging/pledging prohibited .
Settlement mechanics: DSUs settle in shares upon termination of service .

Governance Assessment

Strengths: Independent director with strong digital, brand, and commercialization credentials; sits on BANC and Compensation—committees central to governance/ESG and pay/human capital oversight; company has robust independence standards, no related-person transactions, strict anti-hedging/pledging policy, and active executive sessions .
Alignment: Receives standard director cash retainer plus equity DSUs that immediately vest but defer settlement until board departure; stock ownership guidelines and prohibition on hedging/pledging promote long-term alignment .
Engagement: Board/committee attendance expectations met across directors; regular independent executive sessions; shareholder outreach program includes Lead Director meetings and engagement covering >50% of shares outstanding in 2024 .
Watch items: Venture capital affiliations can introduce broad ecosystem exposure; no Grainger-related transactions disclosed, but ongoing monitoring for any future interlocks or related-party dealings remains prudent .

RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, not overboarded, and independent status affirmed .