Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | W.W. Grainger, Inc. |
Entity Central Index Key | 0000277135 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. We have selected adjusted ROIC and daily sales growth as the financial measures we consider the two most important in linking performance to compensation actually paid as the Company’s overall NEO compensation structure is designed to drive profitable growth leading to shareholder value creation Year Summary (1) Compensation (1)(2)(3) Average (1) Average (1)(2)(3) Value of Initial (4) Net Adjusted (5) Daily (5) TSR Peer 2022 $9,967,658 $14,293,346 $3,121,115 $3,736,729 $172 $151 $1,547 40.6% 16.5% 2021 $9,015,594 $16,301,335 $2,138,920 $2,891,203 $158 $170 $1,043 31.9% 12.8% 2020 $7,475,378 $14,661,338 $2,003,159 $3,002,624 $123 $125 $695 28.2% 3.5% (1) D.G. Macpherson was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. 2020 2021 2022 Thomas B. Okray Deidra C. Merriwether Deidra C. Merriwether John L. Howard Paige K. Robbins Paige K. Robbins Paige K. Robbins John L. Howard John L. Howard Deidra C. Merriwether Kathleen S. Carroll Kathleen S. Carroll Robert F. O’Keef, Jr. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Year Summary Compensation Exclusion of Stock Total—Inclusion of Compensation 2022 $9,967,658 $5,734,290 $10,059,978 $14,293,346 2021 $9,015,594 $5,241,816 $12,527,557 $16,301,335 2020 $7,475,378 $4,761,519 $11,947,479 $14,661,338 Year Average Summary Average Exclusion Total—Average Average Compensation 2022 $3,121,115 $1,383,458 $1,999,072 $3,736,729 2021 $2,138,920 $848,877 $1,601,160 $2,891,203 2020 $2,003,159 $928,796 $1,928,261 $3,002,624 The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The amounts reported in the total columns reflect rounding, which may result in slight variations when compared with the sum of the components listed in the tables: Year Year-End Fair Change in Fair Vesting-Date Change in Fair Value of Total—Inclusion 2022 $6,675,304 $2,954,636 $0 $339,165 $90,872 $10,059,978 2021 $6,815,797 $5,842,318 $0 $(210,414) $79,857 $12,527,557 2020 $8,329,333 $6,569,082 $0 $(2,995,599) $44,663 $11,947,479 Year Average Average Average Average Average Value Total—Average 2022 $1,464,055 $372,838 $135,782 $8,730 $17,668 $1,999,072 2021 $1,030,096 $434,013 $106,327 $14,776 $15,947 $1,601,160 2020 $1,412,902 $721,500 $129,531 $(358,544) $22,873 $1,928,261 For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined both adjusted ROIC and daily sales to be the two “most important” financial performance measure used to link performance to Compensation Actually Paid to our PEO and other NEOs in fiscal 2022, in accordance with Item 402(v) of Regulation S-K. Adjusted ROIC is a non-GAAP financial measure. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of our 2022 adjusted ROIC, 2021 adjusted ROIC and 2020 adjusted ROIC to the most directly comparable GAAP financial measures. Daily sales growth for purposes of the relevant incentive program reflects certain non-GAAP adjustments as previously disclosed. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of our 2021 organic, daily sales growth and 2020 organic, daily sales growth to the most directly comparable GAAP financial measures. | ||
Company Selected Measure Name | Adjusted ROIC | ||
Named Executive Officers, Footnote [Text Block] | (1) D.G. Macpherson was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. 2020 2021 2022 Thomas B. Okray Deidra C. Merriwether Deidra C. Merriwether John L. Howard Paige K. Robbins Paige K. Robbins Paige K. Robbins John L. Howard John L. Howard Deidra C. Merriwether Kathleen S. Carroll Kathleen S. Carroll Robert F. O’Keef, Jr. | ||
Peer Group Issuers, Footnote [Text Block] | (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. | ||
PEO Total Compensation Amount | $ 9,967,658 | $ 9,015,594 | $ 7,475,378 |
PEO Actually Paid Compensation Amount | $ 14,293,346 | 16,301,335 | 14,661,338 |
Adjustment To PEO Compensation, Footnote [Text Block] | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Year Summary Compensation Exclusion of Stock Total—Inclusion of Compensation 2022 $9,967,658 $5,734,290 $10,059,978 $14,293,346 2021 $9,015,594 $5,241,816 $12,527,557 $16,301,335 2020 $7,475,378 $4,761,519 $11,947,479 $14,661,338 Year Average Summary Average Exclusion Total—Average Average Compensation 2022 $3,121,115 $1,383,458 $1,999,072 $3,736,729 2021 $2,138,920 $848,877 $1,601,160 $2,891,203 2020 $2,003,159 $928,796 $1,928,261 $3,002,624 The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The amounts reported in the total columns reflect rounding, which may result in slight variations when compared with the sum of the components listed in the tables: Year Year-End Fair Change in Fair Vesting-Date Change in Fair Value of Total—Inclusion 2022 $6,675,304 $2,954,636 $0 $339,165 $90,872 $10,059,978 2021 $6,815,797 $5,842,318 $0 $(210,414) $79,857 $12,527,557 2020 $8,329,333 $6,569,082 $0 $(2,995,599) $44,663 $11,947,479 Year Average Average Average Average Average Value Total—Average 2022 $1,464,055 $372,838 $135,782 $8,730 $17,668 $1,999,072 2021 $1,030,096 $434,013 $106,327 $14,776 $15,947 $1,601,160 2020 $1,412,902 $721,500 $129,531 $(358,544) $22,873 $1,928,261 For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined both adjusted ROIC and daily sales to be the two “most important” financial performance measure used to link performance to Compensation Actually Paid to our PEO and other NEOs in fiscal 2022, in accordance with Item 402(v) of Regulation S-K. | ||
Non-PEO NEO Average Total Compensation Amount | $ 3,121,115 | 2,138,920 | 2,003,159 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 3,736,729 | 2,891,203 | 3,002,624 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Year Summary Compensation Exclusion of Stock Total—Inclusion of Compensation 2022 $9,967,658 $5,734,290 $10,059,978 $14,293,346 2021 $9,015,594 $5,241,816 $12,527,557 $16,301,335 2020 $7,475,378 $4,761,519 $11,947,479 $14,661,338 Year Average Summary Average Exclusion Total—Average Average Compensation 2022 $3,121,115 $1,383,458 $1,999,072 $3,736,729 2021 $2,138,920 $848,877 $1,601,160 $2,891,203 2020 $2,003,159 $928,796 $1,928,261 $3,002,624 The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The amounts reported in the total columns reflect rounding, which may result in slight variations when compared with the sum of the components listed in the tables: Year Year-End Fair Change in Fair Vesting-Date Change in Fair Value of Total—Inclusion 2022 $6,675,304 $2,954,636 $0 $339,165 $90,872 $10,059,978 2021 $6,815,797 $5,842,318 $0 $(210,414) $79,857 $12,527,557 2020 $8,329,333 $6,569,082 $0 $(2,995,599) $44,663 $11,947,479 Year Average Average Average Average Average Value Total—Average 2022 $1,464,055 $372,838 $135,782 $8,730 $17,668 $1,999,072 2021 $1,030,096 $434,013 $106,327 $14,776 $15,947 $1,601,160 2020 $1,412,902 $721,500 $129,531 $(358,544) $22,873 $1,928,261 For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined both adjusted ROIC and daily sales to be the two “most important” financial performance measure used to link performance to Compensation Actually Paid to our PEO and other NEOs in fiscal 2022, in accordance with Item 402(v) of Regulation S-K. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the three-year period from 2020 through 2022. PEO and Average NEO Compensation Actually Paid | ||
Compensation Actually Paid vs. Net Income [Text Block] | Description of Relationship Between NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during fiscal 2020 through 2022. PEO and Average NEO Compensation Actually Paid | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Description of Relationship Between NEO Compensation Actually Paid and Adjusted ROIC The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our adjusted ROIC during fiscal 2020-2022. PEO and Average NEO Compensation Actually Paid See Appendix B of this Proxy Statement for a reconciliation of our 2022 adjusted ROIC, 2021 adjusted ROIC and 2020 adjusted ROIC to the most directly comparable GAAP financial measures. | ||
Total Shareholder Return Vs Peer Group [Text Block] | Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the three-year period from 2020 through 2022 to that of the Dow Jones U.S. Industrial Suppliers Total Stock Market Index. Total Shareholder Return: GWW vs. Dow Jones U.S. Industrial Suppliers Index | ||
Tabular List [Table Text Block] | Fiscal 2022 Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs in fiscal 2022 to Company performance. The measures in this table are not ranked, and definitions for these terms can be found in Appendix B to this Proxy Statement. Most Important Performance Measures Adjusted ROIC (1) Daily Sales Growth (2) U.S. Share Gain (3) Endless Assortment Segment Revenue Growth (4) Total Company Adjusted Operating Margin Performance (5) (1) Adjusted ROIC is a non-GAAP financial measure. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. (2) Daily sales growth for purposes of the relevant incentive program reflects certain non-GAAP adjustments as previously disclosed for certain program years. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. (3) U.S. share gain is a relative metric which refers to the High-Touch Solutions—U.S. business daily sales growth less estimated U.S. MRO market growth. (4) Daily sales growth for Endless Assortment segment. (5) Total Company adjusted operating margin change is a non-GAAP measure and for purposes of the annual incentive program. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. | ||
Total Shareholder Return Amount | $ 172 | 158 | 123 |
Peer Group Total Shareholder Return Amount | 151 | 170 | 125 |
Net Income (Loss) | $ 1,547,000,000 | $ 1,043,000,000 | $ 695,000,000 |
Company Selected Measure Amount | 40.6 | 31.9 | 28.2 |
Adjustment to Compensation Amount | $ 1,928,261 | ||
PEO Name | D.G. Macpherson | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted ROIC(1) | ||
Non-GAAP Measure Description [Text Block] | Adjusted ROIC is a non-GAAP financial measure. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of our 2022 adjusted ROIC, 2021 adjusted ROIC and 2020 adjusted ROIC to the most directly comparable GAAP financial measures. Daily sales growth for purposes of the relevant incentive program reflects certain non-GAAP adjustments as previously disclosed. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of our 2021 organic, daily sales growth and 2020 organic, daily sales growth to the most directly comparable GAAP financial measures. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Compensation Actually Paid vs. Other Measure [Text Block] | Description of Relationship Between NEO Compensation Actually Paid and Daily Sales Growth Daily sales growth for purposes of the relevant incentive program reflects certain non-GAAP adjustments as previously disclosed for certain program years. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures, including a reconciliation of our 2021 daily sales growth and 2020 daily sales growth to the most directly comparable GAAP financial measures. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our daily sales growth during fiscal 2020-2022. PEO and Average NEO Compensation Actually Paid | ||
Other Performance Measure Amount | 16.5 | 12.8 | 3.5 |
Measure Name | Daily Sales Growth(2) | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | U.S. Share Gain(3) | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Endless Assortment Segment Revenue Growth(4) | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Company Adjusted Operating Margin Performance(5) | ||
Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | ||
PEO [Member] | Equity Awards Value In Compensation Table For The Applicable Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 5,734,290 | $ 5,241,816 | 4,761,519 |
PEO [Member] | Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 10,059,978 | 12,527,557 | 11,947,479 |
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 6,675,304 | 6,815,797 | 8,329,333 |
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,954,636 | 5,842,318 | 6,569,082 |
PEO [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | |
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 339,165 | (210,414) | (2,995,599) |
PEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 90,872 | 79,857 | 44,663 |
Non-PEO NEO [Member] | Equity Awards Value In Compensation Table For The Applicable Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,383,458 | 848,877 | 928,796 |
Non-PEO NEO [Member] | Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,999,072 | 1,601,160 | 1,928,261 |
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,464,055 | 1,030,096 | 1,412,902 |
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 372,838 | 434,013 | 721,500 |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 135,782 | 106,327 | 129,531 |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 8,730 | 14,776 | (358,544) |
Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 17,668 | $ 15,947 | $ 22,873 |