Steven White

About Steven A. White

Steven A. White is an independent director of W.W. Grainger, Inc., age 64, serving since 2020 (4 years of board tenure). He sits on the Board Affairs & Nominating Committee (BANC) and the Compensation Committee of the Board (CCOB). White retired in December 2024 from Comcast Cable as President, Special Counsel to the CEO, after 22+ years in senior operating roles overseeing multistate operations with thousands of employees and billions in revenue, and brings over 30 years of experience in eCommerce, sales, marketing, operations, and general management. The Board has determined he is independent under NYSE standards and Grainger’s stricter categorical standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Comcast Cable	President, Special Counsel to the CEO	2022–Dec 2024	Senior operating leader; significant operating and financial responsibility over multiple states, employees, customers, and billions of revenue
Comcast West Division	President	2009–2020	Led 13 states, ~30,000 employees, >9M customers, ~$20B annual revenue
Comcast California	Regional Senior Vice President	2007–2009	Regional operating leadership
Comcast Mid-South Region	Regional Senior Vice President	2002–2007	Regional operating leadership
AT&T Broadband, LLC	Senior Vice President	2000–2002	Telecom/media services; merged with Comcast in 2002
Colgate-Palmolive	Marketing Director, Toothbrush Products Division	Not disclosed	Consumer marketing leadership

External Roles

Organization	Role	Tenure	Committees/Notes
Hormel Foods Corporation	Director	Current	Governance Committee; Audit Committee
Shaw Communications Inc.	Director	2021–2023	Human Resources and Compensation Committee
Metropolitan Football Stadium District	Director	Current	Board service
Executive Leadership Council	Member	Current	Professional leadership network

Board Governance

Committees: Member, BANC and Compensation Committee; not a chair. Compensation Committee chaired by Rodney C. Adkins; BANC chaired by Stuart L. Levenick (not standing for re‑election). All committee members are independent by charter requirement.
Independence: Board determined all non‑employee director nominees (including White) are independent under NYSE and company categorical standards.
Attendance and engagement: In 2024, the Board held 5 meetings and committees held 16; executive sessions at every Board meeting and 15 committee meetings. No director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
Committee responsibilities: BANC oversees governance practices, ESG reporting, related‑party review, director independence/performance, and succession planning; Compensation Committee oversees compensation philosophy and programs across the company.

Fixed Compensation

Program terms for non‑employee directors: Annual cash retainer $115,000; annual DSU grant $175,000; additional cash retainers for Lead Director ($37,500), Audit Chair ($30,000), Compensation Chair ($25,000), BANC Chair ($20,000). The program was last adjusted in April 2024; total base compensation targeted at $290,000; benchmarking advised by the Compensation Committee’s independent consultant.
2024 grant mechanics: 176 DSUs per director based on a 20‑day average stock price of $995.65 through March 31, 2024; grant date April 24, 2024; grant‑date valuation $168,219 using closing price $955.79 on April 23, 2024. DSUs vest immediately and settle in shares 1:1 upon termination of board service; cash retainers and chair fees may be deferred into DSUs.

2024 Director Compensation (Steven A. White)

Component	Amount
Fees Earned or Paid in Cash	$115,000
Stock Awards (176 DSUs grant‑date fair value)	$168,219
All Other Compensation	$0
Total	$283,219

Performance Compensation

Equity design: Directors receive DSUs that vest immediately and settle upon departure; there are no performance‑based metrics (e.g., PSUs) or options in the director program. Hedging and pledging of company stock by directors is prohibited.

Director Equity Grant Details (2024)

Metric	Value
DSUs granted	176
Grant date	April 24, 2024
Valuation basis	Closing price $955.79 on April 23, 2024; fair value $168,219
Vesting	Immediate vest; settle 1:1 in shares at end of service
Performance metrics tied to director compensation	None disclosed

Other Directorships & Interlocks

Company	Relationship to Grainger	Conflict Review
Hormel Foods Corporation	White is a current director (Governance; Audit)	BANC policy reviews related‑party transactions; Company disclosed no related‑person transactions in 2024; ordinary‑course dealings with companies associated with directors (including White) conducted at arm’s length and not material to directors.
Shaw Communications Inc.	Former director (2021–2023; HR & Compensation)	Same as above.
Metropolitan Football Stadium District	Director	Not identified as a related‑person transaction.

Expertise & Qualifications

Large‑scale operations leadership: Led Comcast’s West Division across 13 states, ~30k employees, >9M customers, ~$20B revenue, plus prior regional leadership roles.
Multi‑industry commercial experience: eCommerce, sales, marketing, operations, general management; prior consumer goods marketing at Colgate‑Palmolive.
Governance experience: Service on public company boards (Hormel, prior Shaw) including Governance, Audit, and Compensation committee roles.

Equity Ownership

Ownership of Grainger Stock (as of proxy)

Holder	Shares	Stock Option Shares Exercisable within 60 Days	Stock Units	Percent of Class
Steven A. White	—	—	2,306	* (<1%)

Footnote: Represents shares/units held by a family trust of which Mr. White is trustee and primary beneficiary; he has voting and investment power with respect to all stock units held by the family trust.
Ownership alignment: Non‑employee directors must hold at least 5x the annual cash retainer within five years; all directors are currently in compliance. Hedging and pledging are prohibited and none have hedged or pledged.

Governance Assessment

Board effectiveness: White brings deep operating discipline and customer‑centric commercial expertise relevant to Grainger’s high‑touch distribution model; his roles on BANC and CCOB align with governance and pay‑for‑performance oversight.
Independence and engagement: Confirmed independent; strong board/committee attendance culture with regular executive sessions enhances independent oversight.
Compensation alignment: Director pay uses cash retainer plus DSUs with immediate vesting but settlement at departure, reinforcing long‑term alignment; prohibitions on hedging/pledging and ownership guidelines further align interests.
Conflicts and related‑party exposure: BANC policy and review processes in place; no related‑person transactions in 2024; ordinary‑course dealings with companies associated with directors, including White, at arm’s length and not material to directors—mitigating conflict risk.
RED FLAGS: None identified in proxy disclosures (no related‑person transactions; no hedging/pledging; attendance thresholds met). Monitor ordinary‑course transactions tied to external directorships for continued arm’s‑length treatment and materiality.