8-KLeadership ChangesExhibits & Filings

W.W. GRAINGER, INC. 8-K Report, Executive Changes (Dec 15, 2022)

Filed December 15, 2022For Securities:GWW

Summary

W.W. Grainger, Inc. (GWW) filed an 8-K on December 15, 2022, primarily announcing a significant change in its executive leadership. John L. Howard, the Senior Vice President and General Counsel, has notified the company of his intention to retire. His transition will involve stepping down as General Counsel around January 30, 2023, and continuing as Senior Vice President until July 31, 2023, to facilitate a smooth handover. Mr. Howard will continue to receive his current salary and be eligible for equity and bonus plans during this period, followed by a six-month consulting engagement. Concurrently, the company announced the appointment of Nancy L. Berardinelli-Krantz as the new Senior Vice President and Chief Legal Officer, effective on or about January 30, 2023. Ms. Berardinelli-Krantz brings extensive legal and leadership experience from her previous roles at Eaton Corporation, The Goodyear Tire & Rubber Company, and the law firm Jones Day, along with military service in the U.S. Army JAG Corps. This executive transition is a key event for investors to monitor for continuity in legal and governance matters.

Key Highlights

  • 1John L. Howard, SVP and General Counsel, announces retirement effective July 31, 2023.
  • 2Nancy L. Berardinelli-Krantz appointed as new SVP and Chief Legal Officer, starting January 30, 2023.
  • 3Mr. Howard will remain as SVP until July 31, 2023, to ensure a smooth leadership transition.
  • 4Mr. Howard will receive current salary and remain eligible for incentive plans through his retirement date.
  • 5Following his retirement, Mr. Howard will provide services as an employee for six months at his base salary rate.
  • 6Ms. Berardinelli-Krantz has a strong background from Eaton Corporation, Goodyear, Jones Day, and military service.
  • 7The company issued a press release on December 15, 2022, detailing these executive changes.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce a significant change in W.W. Grainger's executive leadership, specifically the retirement of its Senior Vice President and General Counsel, John L. Howard, and the appointment of Nancy L. Berardinelli-Krantz as his successor.

Mr. Howard will step down as General Counsel around January 30, 2023. He will continue as Senior Vice President until July 31, 2023, to assist with the transition. Following that, he will provide services to the company as an active employee for an additional six months at his base salary rate.

Nancy L. Berardinelli-Krantz is an experienced legal executive. She joins GWW from Eaton Corporation, where she was Senior Vice President and Deputy Chief Legal Officer. Her prior experience includes senior leadership roles at The Goodyear Tire & Rubber Company, a position at the law firm Jones Day, and service in the U.S. Army Judge Advocate General's Corps, including service in Iraq.

The filing states that Mr. Howard will continue to receive his current base salary through July 31, 2023, and will remain eligible for annual equity grants and annual incentives during this period. He will then be compensated at his base salary rate for the subsequent six months of consulting services.