Susan Slavik Williams

About Susan Slavik Williams

Independent Director at W.W. Grainger (GWW); age 56; director since 2020 with five years of board tenure as of March 7, 2025; serves on the Board Affairs & Nominating Committee (BANC) and the Compensation Committee. Background includes private investing, venture capital, real estate, and long-running environmental philanthropy leadership; prior consulting experience at Ernst & Young Consulting (now Capgemini). She is one of 11 independent nominees (all except the CEO) and serves on 100% independent committees.

Past Roles

Organization	Role	Tenure	Committees/Impact
Four Palms Ventures	Founder, President, Manager	2019–present	Invests in early-stage agtech and tech companies
iSelect Fund	Director (board member)	2017–present	Venture capital investment oversight
The Donald J. Slavik Family Foundation	President and Director	1995–present	Wildlife/environment preservation leadership
Mark IV Capital, Inc.	Director	1989–2025	Private commercial real estate development board oversight
Ernst & Young Consulting (now Capgemini)	Manager	1994–1998	Consulting and technology services

External Roles

Organization	Role	Tenure	Public/Private
iSelect Fund	Director	2017–present	Private VC firm
The Donald J. Slavik Family Foundation	President and Director	1995–present	Non-profit foundation
Mark IV Capital, Inc.	Director	1989–2025	Private company

Board Governance

Independence: All nominees except the CEO are independent; committees are 100% independent.
Committees: Member of BANC and Compensation Committee; no chair roles disclosed.
Attendance and engagement: Five board meetings in 2024 (each with executive session); 16 committee meetings with 15 committee executive sessions; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting.
Lead Independent Director: Stuart L. Levenick served in 2024; not standing for re-election in 2025; a new Lead Director will be elected post-2025 meeting.

Governance Metric	2024	Note
Board meetings held	5	Each meeting included at least one executive session
Committee meetings held	16	15 included independent-only executive sessions
Director attendance	≥75%	No director below 75% attendance
Annual meeting attendance	100%	All directors attended 2024 annual meeting
Independence status	Independent	All non-employee nominees independent

Fixed Compensation (Director)

Component	Amount/Structure	2024 Actual for S. Slavik Williams
Annual cash retainer	$115,000	$115,000 cash fees earned
Annual DSU grant	$175,000 grant value methodology; settled in stock 1:1 upon board departure; immediate vesting	$168,219 grant-date fair value for 176 DSUs (20-day avg $995.65; closing price $955.79 on 4/23/24)
Additional chair retainers	$37,500 Lead Director; $30,000 Audit Chair; $25,000 Compensation Chair; $20,000 BANC Chair	Not applicable—no chair roles disclosed
Deferral election	Cash retainers may be deferred into DSU account	Program available
Total base compensation program	$290,000 (cash + equity benchmark)	N/A (structural benchmark; individual actuals above)

Notes:

Director pay is benchmarked to the same comparator group used for executive compensation; the Compensation Committee’s independent consultant advises on director compensation.
Hedging and pledging of company stock by directors is prohibited; all directors are in compliance with ownership guidelines.

Performance Compensation

Grainger does not disclose performance-based elements (e.g., EPS/TSR metrics) in non-employee director compensation; director equity is delivered via DSUs (time-based, settled upon departure).

Performance Metric Tied to Director Pay	Definition	Disclosed Status
EPS/Revenue/TSR/ESG targets	Pay contingent on achieving stated performance metrics	Not disclosed for directors; director equity via DSUs only

Other Directorships & Interlocks

Company/Entity	Relationship	Interlock/Transaction Context
Companies associated with selected directors (including S. Slavik Williams)	Ordinary-course buys/sells of products/services in 2024 with companies where certain directors are or were associated (as senior executives or otherwise)	Board Affairs & Nominating Committee determined these were arm’s-length and not material to the directors

No current public company directorships for Ms. Slavik Williams are disclosed outside GWW; roles listed are private company and non-profit boards.

Expertise & Qualifications

Private investor, significant long-term shareholder of GWW; deep knowledge in investments, financing, and real estate (30+ years at Mark IV Capital).
Environmental and social matters leadership (29 years leading a wildlife/environment-focused foundation).
Venture investing (Four Palms Ventures founder; iSelect Fund board).
Prior consulting and technology services experience (EY Consulting manager).

Equity Ownership

Ownership Item	Amount
Total beneficial ownership	2,794,042 shares (Schedule 13G/A; includes sole and shared components; excludes certain trusts)
Percent of class (beneficial owners table)	5.7%
Percent of class (directors/management table)	5.8%
Sole voting power	2,785,700 shares
Shared voting power	8,342 shares
Sole dispositive power	2,785,700 shares
Shared dispositive power	1,644,102 shares
Shares in trusts excluded (no voting/dispositive power)	1,029,384 shares
Stock units credited (director DSUs held)	1,862 units (economic equivalent of GWW shares; excluded from ownership percentage)
Hedging/pledging	Prohibited; none by directors/officers; all directors compliant with ownership guidelines (5x cash retainer within five years)

Governance Assessment

Strengths: Independent status; active committee service on BANC and Compensation; strong attendance culture and executive session practice; significant “skin-in-the-game” with 2.79M shares beneficially owned; prohibition on hedging/pledging; compliance with director ownership guidelines; 100% independent committees; director pay aligned via DSUs and a median-market structure.
Potential conflicts: Ordinary-course transactions with companies associated with certain directors (including Ms. Slavik Williams); BANC determined these were arm’s-length and not material; no related-person transactions above $120,000 requiring approval were engaged in during 2024.
Compensation oversight: The Compensation Committee uses an independent consultant, meets in executive session with the consultant, and reviews performance measures for management incentive plans; director compensation uses the exec comparator group but does not include performance-conditioned elements for directors.
Shareholder engagement and governance quality: Board highlights strong governance practices (proxy access, majority voting, independent Lead Director, no poison pill) and active shareholder engagement (>50% of outstanding shares engaged in 2024).

RED FLAGS to monitor: Continued review of any evolving ordinary-course transactions with entities tied to directors; clarity on any future committee role changes; maintenance of independence standards given significant ownership stake (currently deemed independent).