8-KLeadership ChangesExhibits & Filings

W.W. GRAINGER, INC. 8-K Report, Executive Changes (Apr 2, 2018)

Filed April 2, 2018For Securities:GWW

Summary

W.W. Grainger, Inc. (GWW) announced a significant leadership change through an 8-K filing on April 2, 2018. The primary event is the appointment of Thomas B. Okray as the new Senior Vice President and Chief Financial Officer, effective May 2, 2018. Mr. Okray brings extensive financial and operational experience from companies like Advance Auto Parts, Amazon, and General Motors. His compensation package includes a substantial base salary, target annual incentive, a sign-on bonus, and a significant restricted stock unit (RSU) grant, indicating the company's investment in experienced financial leadership. This filing also details the retirement of Ronald L. Jadin, the outgoing CFO, and Joseph C. High, Senior Vice President and Chief People Officer. Both will receive separation agreements including salary continuation and benefits in exchange for restrictive covenants, facilitating smooth transitions. The company is strategically bringing in new financial expertise while managing the departure of long-serving executives.

Key Highlights

  • 1Appointment of Thomas B. Okray as new Senior Vice President and Chief Financial Officer, effective May 2, 2018.
  • 2Mr. Okray's extensive background includes senior finance roles at Advance Auto Parts, Amazon, and General Motors.
  • 3Mr. Okray's compensation package includes a $700,000 base salary, 90% target bonus, $800,000 sign-on bonus, and $2.45 million in RSUs vesting over three years.
  • 4Retirement of Ronald L. Jadin, current CFO, effective May 2, 2018.
  • 5Retirement of Joseph C. High, Senior Vice President and Chief People Officer, with continued advisory role until August 31, 2018.
  • 6Both retiring executives will receive separation agreements with salary continuation and benefits, subject to restrictive covenants.
  • 7Mr. Okray will join the company as an employee on April 16, 2018, to ensure a smooth transition.

Frequently Asked Questions

Thomas B. Okray has been appointed as the new Senior Vice President and Chief Financial Officer, effective May 2, 2018. He will begin his employment with the company on April 16, 2018, to facilitate a smooth handover.

Mr. Okray will receive an annual base salary of $700,000, a target annual incentive (bonus) of 90% of his base salary, a one-time cash sign-on award of $800,000, and a one-time grant of restricted stock units (RSUs) with a grant date fair value of $2.45 million that will vest over three years.

Yes, the filing also announces the retirement of Ronald L. Jadin, the current Chief Financial Officer, effective May 2, 2018, and the retirement of Joseph C. High, Senior Vice President and Chief People Officer, also effective May 2, 2018. Mr. High will continue in an advisory capacity until August 31, 2018.

Both Mr. Jadin and Mr. High will enter into Separation Agreements. These agreements typically involve payments equivalent to eighteen months of annual base salary, their pro-rata cash incentive bonus for 2018, and continuation of group health, dental, vision benefits, and life insurance, in exchange for agreeing to certain restrictive covenants.