Nancy Berardinelli-Krantz

About Nancy Berardinelli-Krantz

Senior Vice President and Chief Legal Officer at W.W. Grainger, Inc., appointed January 30, 2023; she serves as the Company’s chief legal executive and Corporate Secretary signatory for the 2025 Annual Meeting materials . Company performance context during her tenure includes 2024 sales of $17.2B (up 4.7% in daily, organic constant currency), adjusted ROIC of 41.6%, one-year TSR of 28.2% and three-year TSR of 109.8% . 2024 NEO annual incentive payouts were 97% of target (below the 2019–2023 five‑year average of 126%), and the 2022–2024 PSU cycle paid at 118% of target, evidencing solid execution against growth and profitability metrics .

Past Roles

Organization	Role	Years	Strategic Impact
W.W. Grainger, Inc.	Senior Vice President & Chief Legal Officer	2023–Present	Appointed Jan 30, 2023 to lead Grainger’s legal function; signatory for the 2025 proxy/annual meeting

External Roles

Not disclosed in company filings reviewed.

Fixed Compensation

Metric	2023	2024
Annualized Base Salary ($)	$615,000	$650,000
Target Bonus (% of Base)	80%	80%
Actual Annual Incentive Paid ($)	$576,293	$504,400
All Other Compensation ($)	$351,541 (incl. relocation $218,164 and tax gross-up $40,696)	$78,341 (incl. SPSP $73,012; executive physical $5,329)

Performance Compensation

Annual Incentive (MIP)

Component	Design	2024 Targets/Results	Weighting/Payout
Sales Growth (Daily, Organic Constant Currency)	Year-over-year growth (FX plan-rate adjusted)	Target grid included 11.3% = 100% payout; actual 4.5% → 45% payout	50% of financials; contributed to 97% total payout
Adjusted ROIC (Total Company)	Pre-tax adjusted operating earnings / avg net working assets (FX plan-rate adjusted)	Target grid included 44.0% = 100% payout; actual 41.4% → 53% payout	50% of financials; contributed to 97% total payout
ESG Modifier	Scope 1 & 2 emissions; diverse leadership representation	0% (met expectations; no +/- change)	+/-10 ppts cap; applied 0%
2024 Payout vs Target	MIP capped at 200% of target	Final payout = 97% of target	—

Long-Term Incentives (LTI)

Award	2024 Design	Metric Details	Weighting	Vesting
PSUs	Three-year cycle (2024–2026) with performance risk	Equally-weighted: U.S. share gain (High-Touch Solutions—U.S.), Endless Assortment daily sales growth, Total Company adjusted operating margin (all in constant currency)	50% of LTI (for non-CEO NEOs)	Cliff at end of 3 years; 0–200% payout
RSUs	Time-based	N/A (time-based value creation)	50% of LTI (for non-CEO NEOs)	3-year graded (annual pro rata)
2022–2024 PSU Outcome	Cycle closed 118% of target	3‑year average: U.S. share gain +465 bps; Endless Assortment daily sales +14.2%; adjusted operating margin +119 bps	—	Vested Apr 1, 2025 per cycle

2024 Grants (Individual)

Grant Type	Grant Date	Target Shares	Max Shares	Grant-Date Fair Value ($)
PSUs	4/1/2024	804	1,608	$800,398
RSUs	4/1/2024	804	—	$817,909

Sign-On/One-Time Awards (Recruiting/Retention)

Type	Year	Terms	Value
Cash Sign-On	2023	One-time cash award subject to continued employment	$900,000
RSU Sign-On	2023	Three-year ratable vesting	$1,100,000 grant-date value

Detailed 2024 RSU/PSU Vesting Schedule (Unvested tranches)

Award Tranche	Vesting Date	Shares
RSU (sign-on)	Feb 1, 2025	622
RSU (sign-on)	Feb 1, 2026	623
RSU (annual)	Apr 1, 2025	319
RSU (annual)	Apr 1, 2026	320
RSU (annual)	Apr 1, 2025	268
RSU (annual)	Apr 1, 2026	268
RSU (annual)	Apr 1, 2027	268

Equity Ownership & Alignment

Item	Amount
Beneficially Owned Shares	979
Stock Units (deferred/RSUs credited)	2,066
Unvested RSUs (12/31/2024)	2,688 (MV $2,833,286)
Unvested PSUs (12/31/2024, max assumption in table)	3,524 (payout value at max $3,714,472)
Ownership Guideline (NEOs)	3x base salary; currently in compliance
Hedging & Pledging	Prohibited; none hedged/pledged by officers
2024 Stock Vested (value realized)	941 shares; $881,607
2024 Stock Options Exercised	0

Notes:

RSUs count toward ownership guidelines; PSUs do not until earned; officers must hold net shares until compliant .
10b5‑1 activity (Q3’25): CEO adopted a plan; no other directors or officers (including Nancy) adopted/modified/terminated during the quarter, limiting near-term structured selling pressure from her .

Employment Terms

Provision	Current/Legacy Programs	Economics/Terms
Employment Agreement	None for NEOs	At-will; compensation governed by plan documents
Non‑CIC Involuntary Termination (as of 12/31/2024 disclosures)	Legacy tabled amounts	Cash $1,170,000; pro‑rata equity treatment per award terms; 12 months benefits at active rates; 401(k) contribution continues for 12 months; outplacement up to $97,500
Change‑in‑Control Agreements (legacy CIC)	Double-trigger CIC; 2x (salary + target bonus + average SPSP%) + 2 years health/dental	“Double trigger” equity vesting applies under plans
New Executive Severance Plan (NCS)	Effective 12/31/2025	Tiered: 2.0x (Tier 1 CEO) or 1.5x (Tier 2 SVP) of base + target bonus; pro‑rata annual bonus; pro‑rata RSU vesting per months served; COBRA subsidy; outplacement
New Executive CIC Severance Plan	Effective 12/31/2025	2.0x base + target bonus; pro‑rata annual bonus; double‑trigger vesting of equity; COBRA coverage
RSU Pro-Rata Vesting Mechanics (Non‑CIC Severance)	Applies to pre‑2026 RSUs	Vests pro‑rata by completed months in vesting period through severance date; no partial month credit; settled within 90 days (but no earlier than permitted under 409A)

Clawbacks and Policies:

NYSE‑compliant “no‑fault” clawback for executive officers (three-year lookback on restatements), plus broader award agreement recoupment for misconduct/policy violations .
Hedging/pledging of Company stock prohibited for officers and directors .

Multi‑Year Compensation Summary (Reported)

Component ($)	2023	2024
Salary	$566,137	$641,298
Stock Awards (RSU/PSU grant-date fair value)	$2,400,939	$1,618,307
Non‑Equity Incentive (MIP)	$576,293	$504,400
All Other Compensation	$351,541	$78,341
Total	$4,794,910	$2,842,346

Performance & Track Record (Signals)

Incentive outcomes: 2024 MIP paid at 97% of target (below recent five‑year average), reflecting 4.5% daily organic sales growth and 41.4% adjusted ROIC; ESG modifier neutral at 0% . 2022–2024 PSU cycle paid 118% on share gain, Endless Assortment sales growth, and improved operating margin, signaling multi-year execution .
Company context: 2024 sales $17.2B; adjusted ROIC 41.6%; one‑year TSR 28.2%; three‑year TSR 109.8% .

Compensation Structure Analysis

Cash vs equity mix: 2024 LTI target increased to $1.6M from $1.3M in 2023, with a 50/50 PSU/RSU split (greater at‑risk equity) .
Shift to RSUs/PSUs (no options): No stock options reported or exercised by Nancy in 2024; equity delivered via RSUs/PSUs, lowering risk profile versus options while maintaining performance leverage via PSUs .
One‑time recruiting premium: 2023 sign‑on cash ($900k) and sign‑on RSUs ($1.1M) drove elevated 2023 total compensation, normalizing in 2024 as those one‑offs roll off .
Risk controls: Strong clawbacks; ownership/holding requirements; hedging/pledging ban reduce misalignment risks .

Related Party Transactions / Red Flags

None disclosed for Nancy; Company reported no related person transactions requiring review during the period and prohibits hedging/pledging; no officer trading plans adopted by her in Q3’25 .

Equity Ownership & Insider Selling Pressure (Forward)

Upcoming RSU vests across 2025–2027 (Feb 1 and Apr 1 tranches) indicate periodic, predictable delivery but not excessive near‑term supply; no 10b5‑1 plan adopted by her in Q3’25 .
Guideline compliance (3x salary) and policy‑mandated holding requirements support alignment and limit discretionary selling until thresholds are maintained .

Compensation Peer Group / Governance

Compensation Committee oversees balanced metrics (growth, returns, profitability) and did not alter incentive structures or apply discretion to 2024 payouts; external independent consultant (Pay Governance) supports triennial risk assessments .

Say‑on‑Pay & Shareholder Feedback

Program emphasizes pay-for-performance; shareholder engagement summary provided, but vote outcomes not quantified in reviewed materials .

Investment Implications

Alignment strong: 50% performance‑based LTI, 3x salary stock ownership guideline, and prohibited hedging/pledging indicate high alignment; 2024 PSU framework targets share gain, growth, and margins—metrics central to value creation .
Retention risk moderate‑low: 2023 sign‑on awards and staggered RSU vests through 2027, plus new severance/CIC plans (effective 12/31/25) with 1.5x (SVP) non‑CIC and 2.0x CIC multiples, reduce departure risk during strategic cycles .
Trading signals: 2024 MIP paid slightly below target (97%), but multi‑year PSU payout at 118% and strong 2024 TSR/ROIC suggest continued operational execution; limited signs of near‑term insider selling (no 10b5‑1 adoption by her in Q3’25) .

Note: All quantitative and qualitative disclosures above reflect the company’s 2025 and 2024 proxy statements and Q3 2025 10‑Q exhibits where specified.