Rodney Adkins

About Rodney C. Adkins

Independent director since 2014 (11 years of service) and age 66. Adkins is President of 3RAM Group LLC and formerly Senior Vice President at IBM, with deep expertise in technology strategy, supply chain, corporate finance, and global operations. At Grainger, he chairs the Compensation Committee and serves on the Board Affairs & Nominating Committee; he is classified as independent by the Board under NYSE standards and the Company’s categorical standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
IBM	SVP Corporate Strategy	2013–2014	Led corporate strategy; finance and governance experience
IBM	SVP Systems & Technology Group	2009–2013	Product development, brand management; managed supply chain/procurement
IBM	SVP Development & Manufacturing	2007–2009	Operational leadership across development/manufacturing
IBM	VP Development, Systems & Technology Group	2003–2007	Product development leadership
3RAM Group LLC	President	2015–present	Private investments/consulting/property management

External Roles

Organization	Role	Committees
Avnet, Inc.	Chairman of the Board	Chair, Executive Committee; Corporate Governance Committee
PayPal Holdings, Inc.	Director	Audit, Risk & Compliance Committee; Corporate Governance & Nominating Committee
United Parcel Service, Inc.	Director	Chair, Risk Committee; Executive Committee; Compensation & Human Capital Committee

Board Governance

Committee assignments: Chair, Compensation Committee; Member, Board Affairs & Nominating Committee (BANC). Audit Committee membership not listed for Adkins .
Independence: Board determined all non-employee nominees, including Adkins, are independent under NYSE and Company categorical standards .
Attendance and engagement: Board met 5 times in 2024; Committees met 16 times; no Director attended fewer than 75% of Board and Committee meetings; all Directors attended the 2024 Annual Meeting. Committees regularly hold executive sessions of independent directors .
Lead director/executive sessions: Regular executive sessions each Board meeting; independent oversight structures in place .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer (Director)	$115,000	Standard for non-employee Directors
Committee chair retainer (Compensation)	$25,000	For Compensation Committee Chair
Total base compensation	$290,000	Cash + DSU annual value
Annual DSU grant	$175,000	DSUs equal $175,000 ÷ 20-day avg price (as of Mar 31); settled in stock 1:1 upon board departure
Matching gifts program	Up to $7,500 company match	3:1 match; same discounts as employees

2024 actuals for Adkins:

Year	Cash Fees	Stock Awards (DSUs)	Other (Matching Gifts)	Total
2024	$140,000	$168,219	$7,500	$315,719
		176 DSUs at $955.79 close price (Apr 23, 2024)
		DSUs vest immediately; settle on departure

Performance Compensation

Directors do not receive bonus/option awards or performance-conditioned equity; compensation is retainer plus DSUs.

Grant Date	Instrument	Units	Fair Value	Vesting	Settlement
Apr 24, 2024	DSUs	176	$168,219	Immediate	Shares 1:1 upon departure

No performance metrics (TSR/EBITDA/revenue/ESG) tied to director compensation are disclosed; clawback provisions apply to executive equity plans, not to standard director DSUs .

Other Directorships & Interlocks

Counterparty Type	Company	Relevance to GWW	Conflict Review Status
Distribution	Avnet, Inc.	Global distributor (electronics)	Ordinary-course transactions occurred with companies associated with Adkins; BANC reported no related-person transactions with a material interest; ordinary-course dealings believed arm’s-length and not material
Logistics	United Parcel Service, Inc. (UPS)	Logistics provider	Same as above; UPS-related ordinary course considered arm’s-length and not material
Payments	PayPal Holdings, Inc.	Payment platforms	Same as above

Grainger’s policy requires BANC pre-review for transactions >$120,000 involving related persons; none were identified as related-person transactions with a direct or material interest for 2024 through proxy date .

Expertise & Qualifications

Technology and cybersecurity strategy; digital operations; corporate governance leadership; audit/compensation committee experience across public boards .
Supply chain/procurement management; global trade; role of distributors (relevant to Grainger’s MRO distribution) .
Corporate finance, financial statements/accounting understanding from operational roles .

Equity Ownership

Holder	Shares	Stock Options Exercisable <60 Days	Stock Units	Percent of Class
Rodney C. Adkins	400	—	5,734	<1%

Ownership alignment and policies:

Director stock ownership guideline: 5× annual cash retainer within five years; all Directors currently in compliance; hedging/pledging prohibited; no hedges or pledges reported .
DSU settlement upon departure; ongoing retainer deferral allowed into DSUs .

Insider trading (Form 4) summary:

Period Searched	Person	Result	Notes
2024-01-01 to 2025-11-19	“Adkins”	Data not retrieved	Attempted insider-trades skill fetch; received 401 Unauthorized from provider; beneficial ownership from proxy shown above [Insider-trades SKILL.md; tool execution attempt].

Governance Assessment

Board effectiveness: Adkins’ chair role on the Compensation Committee positions him as a key steward of pay-for-performance, human capital policies, and executive incentive design. The Committee operates independently, uses an independent compensation consultant, and regularly reviews performance measures for incentive plans—positive for investor confidence .
Independence and attendance: Independent status affirmed; strong board and committee attendance and executive sessions suggest robust oversight; no overboarding under ISS guidelines per Company highlights, mitigating time-commitment concerns .
Conflicts and related-party exposure: Ordinary-course transactions with companies associated with Adkins (e.g., UPS, Avnet, PayPal) were reviewed under BANC policy, deemed arm’s-length, and not material; no related-person transactions with a direct/material interest identified—low conflict risk, but ongoing monitoring warranted due to his external roles in adjacent ecosystems .
Ownership alignment: DSU grants, ownership guidelines, and prohibition on hedging/pledging support alignment; Adkins’ beneficial holdings are modest in absolute terms but supplemented by DSUs and compliance with guidelines, consistent with director norms .
RED FLAGS: None disclosed specific to Adkins. Monitoring areas include: breadth of external board roles given chairship at Avnet and committee leadership at UPS/PayPal (balanced by “no overboarded” status) and ongoing ordinary-course counterpart relationships (mitigated by BANC oversight and arm’s-length treatment) .

Overall signal: Adkins brings highly relevant technology, supply chain, and governance expertise to Grainger’s board, with independent leadership on compensation policy and strong attendance. Current disclosures indicate sound conflict controls and alignment practices, reinforcing governance quality and investor confidence .