Neil Novich

About Neil S. Novich

Neil S. Novich (age 70) is an independent director of W.W. Grainger, Inc., serving since 1999 (26 years of board tenure). He is designated an Audit Committee Financial Expert and currently serves on the Audit Committee and the Board Affairs & Nominating Committee (BANC). His background includes CEO and Chairman roles at Ryerson Inc. and a partnership leading Bain & Company’s Distribution & Logistics Practice, giving him deep expertise in supply chain, distribution, governance, and risk oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ryerson Inc.	Chairman of the Board, President & CEO	1996–2007 (joined as COO in 1994)	Led global distribution operations; leadership development; human capital oversight
Bain & Company	Partner; Leader, Distribution & Logistics Practice	1981–1994	Strategy across industries; operations, logistics expertise

External Roles

Organization	Role	Committees/Positions	Notes
Beacon Roofing Supply, Inc.	Director	Nominating & Governance; Audit; former Chair, Audit and former Chair, Compensation	Current public company board service
Hillenbrand, Inc.	Director	Chair, Audit; M&A Committee; Nominating & Corporate Governance; former Chair, Compensation	Current public company board service
Analog Devices, Inc.	Director (prior)	Audit; former Chair, Compensation	Prior public company board service
Field Museum of Natural History	Trustee	—	Non-profit governance

Board Governance

Independence: The Board determined all non-employee nominees, including Novich, are independent under NYSE standards and company categorical standards; committees are 100% independent .
Committees: Novich serves on Audit (with “audit committee financial expert” designation) and BANC; Audit met 6 times in 2024, BANC 5 times; Board met 5 times, each including executive sessions of independent directors .
Attendance: All directors then serving attended the 2024 annual meeting; during 2024, no director attended fewer than 75% of combined Board and committee meetings .
Lead Director and committee leadership changes (post 2025 AGM): E. Scott Santi appointed Lead Director and BANC Chair; Rodney Adkins moved to Audit; Beatriz Perez appointed Chair of Compensation Committee .
Shareholder engagement: Company reports regular IR briefings to the Board and Lead Director meetings with investors; say-on-pay in 2025 received 38,660,828 For / 1,786,810 Against / 86,485 Abstain (broker non-votes 4,023,651) .

Fixed Compensation

Component	2024 Value	Detail
Annual Cash Retainer	$115,000	Non-employee director base retainer
Additional Chair Retainers (if applicable)	$37,500 Lead Director; $30,000 Audit Chair; $25,000 Compensation Chair; $20,000 BANC Chair	Novich not disclosed as chair in 2024
Annual DSU Grant	$175,000	176 DSUs based on 20-day average price $995.65; grant date value $168,219 at $955.79 closing price (April 24, 2024 grant)
Deferral Option	Available	Cash retainers and chair retainers may be deferred into DSUs

2024 Director Compensation (individual):

Metric	Amount
Fees Earned or Paid in Cash	$115,000
Stock Awards (DSUs)	$168,219
All Other Compensation (Matching Gifts)	$7,500
Total	$290,719

Compensation structure signals:

Year-over-year structural increases: Base cash retainer moved from $100,000 (2022–2023) to $115,000 in 2024; DSU grant increased from $160,000 in 2023 to $175,000 in 2024 (fair values reflect market prices at grant) .
No meeting fees disclosed in 2024; director pay designed around fixed cash plus equity DSUs, benchmarked to median market practice via the executive comparator group .

Performance Compensation

Performance Metric	Applicability	Notes
Performance-based equity or cash	None	Director compensation consists of cash retainer and DSUs; no performance metrics apply

Other Directorships & Interlocks

External Entity	Relationship to GWW	Related-Party Exposure
Beacon Roofing Supply, Inc.	Potential customer/supplier in broader industrial ecosystem	The BANC reported no related person transactions for the period Jan 1, 2024–proxy date; directors associated with certain companies were noted, but Novich was not among names tied to ordinary-course transactions; all were arm’s-length and immaterial .
Hillenbrand, Inc.	Industrial manufacturer; possible ecosystem adjacency	Same as above—no related person transactions involving Novich disclosed .

Expertise & Qualifications

Audit Committee Financial Expert; extensive governance experience (chaired two audit committees and four compensation committees historically) .
Deep operational expertise in supply chain, distribution, logistics; strategy development; risk oversight; finance/capital allocation .
Non-profit trustee experience (Field Museum); supports stakeholder/community alignment .

Equity Ownership

Holder	Shares	Stock Option Shares Exercisable within 60 Days	Stock Units	Percent of Class
Neil S. Novich	4,605	—	32,645	* (<1%)

Ownership alignment policies:

Director ownership guideline: within five years, own ≥5× annual cash retainer; hedging/pledging of company stock prohibited; all directors are currently in compliance .
DSUs vest immediately and settle 1:1 in shares upon departure from the Board (economic alignment until exit) .

Governance Assessment

Strengths: Independence; audit financial expertise; long, domain-relevant operating background; consistent attendance; robust committee independence; prohibition on hedging/pledging; active board refreshment and independent Lead Director oversight .
Compensation alignment: Fixed retainer plus DSUs; no performance-based elements—typical for directors; ownership guideline and DSUs support skin-in-the-game alignment .
Shareholder signals: Strong say-on-pay support in 2025; auditor ratification approved; modernization of board leadership (Lead Director and committee chairs) post-AGM .
Potential watch items:
- Tenure: 26 years—while experience is valuable, some investors monitor very long tenure for potential independence perception risk; note that board conducts annual evaluations and maintains active refreshment (six new non-employee directors since 2020) .
- External interlocks: Current boards at Beacon Roofing and Hillenbrand; company disclosed no related person transactions involving Novich, and policy requires BANC review of any such items >$120,000—none occurred in 2024 through proxy date .

Related-Party Transactions and Conflicts

Policy: BANC must review any >$120,000 transaction with a related person; considers arm’s-length terms and alternatives .
Disclosure: No related person transactions from Jan 1, 2024 through the proxy date; ordinary-course dealings with companies linked to certain directors were immaterial; Novich’s associated entities are not listed among those noted for 2024 .

Insider Trades

Attempted to retrieve recent Form 4 activity for “Neil Novich” at GWW (2024–2025) using the insider-trades skill; tool execution failed due to a sandbox timeout. Based on the proxy’s ownership table, current beneficial holdings and stock units are shown above; hedging/pledging is prohibited and no pledging was reported .

Say-On-Pay & Shareholder Feedback

2025 AGM outcomes: Directors (including Novich) were re-elected; say-on-pay approved (38.66M For / 1.79M Against / 0.09M Abstain / 4.02M broker non-votes); EY ratified as auditor; elimination of cumulative voting approved .

Committee Composition Snapshot (as of March 7, 2025)

Audit: Davis (Chair), Jaspon, Klein, Levenick*, Novich (FE), Santi; all independent; met 6 times in 2024 (*Levenick not standing for re-election) .
BANC: Levenick (Chair)*, Adkins, Davis, Jaspon, Klein, Miller, Novich, Perez, Santi, Slavik Williams, Watson, White; all independent; met 5 times in 2024; post-AGM chair moved to Santi .

Overall, Novich’s profile supports board effectiveness in audit oversight and strategic/operational risk, with no disclosed conflicts or attendance issues and appropriate ownership alignment via DSUs and guidelines. The primary governance watch item is very long tenure, mitigated by active board refreshment and formal evaluation processes .