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About Grainger:

Grainger is a leading broad line distributor with operations primarily in North America, Japan and the United Kingdom. We achieve our purpose, We Keep the World Working®, by serving more than 4.5 million customers with a wide range of products that keep their operations running and their people safe. Grainger also delivers services and solutions, such as technical support and inventory management, to save customers time and money.

We're looking for passionate people who can move our company forward. As one of the 100 Best Companies to Work For, we have a welcoming workplace where you can build a career for yourself while fulfilling our purpose to keep the world working. We embrace new ways of thinking and recognize everyone is an individual. Find your way with Grainger today.

Position Details:

The Vice President, Corporate Secretary is a critical member of the General Counsel's leadership team, reporting directly to the Senior Vice President and Chief Legal Officer of W.W. Grainger Inc. (Grainger). You will be a strategic contributor to all levels of business and executive leadership and be a trusted advisor to the Board of Directors.

You will be responsible for general corporate and securities matters. This is a high impact and high-visibility leadership role for a commercially minded lawyer with a public company background in SEC compliance and transactions and advising the Board of Directors.

The Vice President is a responsible steward of Grainger's business by making appropriate choices with a long-term view and ability to work collaboratively across multiple departments.

This role is based at our Lake Forest IL headquarters.

You Will:

• Anticipate the impact of decisions on Grainger's business and understand risks (i.e., financial, reputational).
• Advise the senior business leadership team to guide them in making sound decisions.
• Mentor/lead others inside and outside of the Legal Department.
• Assess future risk, develop early mitigation strategies and deliver proactive guidance.
• Complete SEC filings, including Forms 10-K, 10-Q and 8-K, proxy statements, registration statements and Section 16 filings and is responsible for corporate disclosure and compliance.
• Assist the Chief Legal Officer in advising the Board on its roles and responsibilities. Monitor corporate governance developments and tailor governance practices to meet the Board's needs.
• Prepare and distribute board materials containing substantial background information to assist with board and committee meeting preparation.
• Manage Board and Committee meeting logistics, attending meetings and recording minutes.
• Partner cross-functionally with the Finance department (Internal Audit, Controllership, Tax, Treasury, Corporate Development, Credit & Collections, Investor Relations), Executive Compensation and ESG, and other corporate functions on multiple general corporate and securities matters. This may include global cash management and capital deployment, credit facilities, public securities offerings, share repurchases, cash repatriations and subsidiary fundings, mergers and acquisitions and other corporate development plans, bankruptcy matters, intercompany agreements, cross-border business and tax planning, and internal controls.
• Maintain company compliance with New York Stock Exchange listing standards and monitor stock issuance and stock transfer matters.
• Oversee the shareholder services function.
• Maintain important corporate documents and records.
• Manage multiple aspects of the Sarbanes-Oxley compliance process, including the quarterly SOX business unit certification process.
• Lead global subsidiary management with cross-functional teams, including the establishment, maintenance, restructuring and liquidation of domestic and international subsidiaries.
• Oversee the stock plan administration function for all jurisdictions where Grainger operates.
• Lead due diligence and draft and negotiate complex corporate and securities transactional documentation.
• Manage outside counsel, including defining strategy, scope, staffing and budget.

You Have:

• Juris Doctor (JD) degree from a leading law school with strong academic credentials.
• Member in good standing of a state bar and able to be admitted to practice law in the State of Illinois.
• 10+ years of general corporate and securities legal experience, including at a large law firm.
• Understand Grainger's business and culture.
• Experience leading large teams, influencing others, and adapting to different styles to work with executives and personnel at all levels.
• Corporate background, including SEC reporting and compliance, corporate governance/ESG and public company advisory experience including M&A and corporate finance.
• Experience working with internal clients while providing practical, business-oriented advice.
• Writing skills for a business audience while making complex concepts easy to understand.
• Excellent project management skills with a process-oriented and continuous improvement mindset, to complete projects on time and on budget.
• Excellent drafting and negotiation skills.

About Grainger

Grainger is a leading broadline distributor with operations primarily in North America, Japan and the United Kingdom. Grainger achieves its purpose, We Keep the World Working,® by serving its 4.5 million customers worldwide with a wide range of product categories that keep customer operations running and their people safe. The Company also delivers services and solutions, such as technical support and inventory management, to provide tangible value and save customers time and money.

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