DEF 14A of MSC Industrial Direct Co Inc
Filed Dec 11, 2025 · FY20250001003078-25-000174
and 2025 Proxy Statement
| Outstanding Equity Awards at 2025 Fiscal Year-End | 49 | | Fiscal Year 2025 Option Exercises and Stock Vested | 51 | | Pension Benefits and Nonqualified Deferred Compensation | 51 | | Potential Payments Upon Termination or Change in Control | 51 | | Potential Payments Upon Termination or Change in Control Table as of August 29, 2025 | 53 | | Indemnification Agreements; Directors and Officers Liability Insurance | 55 | | CEO PAY RATIO | 56 | | POLICIES AND PRACTICES RELATED TO THE GRANTS OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION | 57 | | PAY VERSUS PERFORMANCE | 58 | | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (PROPOSAL NO. 3) | 62 | | EQUITY COMPENSATION PLAN INFORMATION | 63 | | APPROVAL OF AMENDMENT NO. 1 TO OUR AMENDED AND RESTATED ASSOCIATE STOCK PURCHASE PLAN (PROPOSAL NO. 4) | 64 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 68 | | SHAREHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING OF SHAREHOLDERS | 70 | | INFORMATION ABOUT THE ANNUAL MEETING | 70 | | OTHER MATTERS | 73 | | APPENDIX A: NON-GAAP FINANCIAL MEASURES AND DEFINITIONS | A-1 | | APPENDIX B: AMENDMENT NO. 1 TO THE MSC INDUSTRIAL DIRECT CO., INC. AMENDED AND RESTATED ASSOCIATED STOCK PURCHASE PLAN | B-1 |
and 2025 Proxy Statement
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Erik Gershwind | 2025 | 871,411 | — | 3,549,966 | — | 1,425,750 | 26,710 | 5,873,837 | | Chief Executive Officer | | | | | | | | | | Gregory Clark | 2025 | 312,279 | — | 149,928 | — | 137,332 | 22,823 | 622,362 | | Vice President and Interim Chief Financial Officer | | | | | | | | | | Kristen Actis-Grande (1) | 2025 | 600,000 | — | 849,969 | — | — | 26,011 | 1,475,980 | | Former Executive Vice President and Chief Financial Officer | | | | | | | | | | Martina McIsaac | 2025 | 625,327 | — | 899,892 | — | 473,266 | 242,703 | 2,241,188 | | President and Chief Operating Officer | | | | | | | | | | Neal Dongre | 2025 | 457,308 | — | 449,946 | — | 217,702 | 15,377 | 1,140,333 | | Senior Vice President, General Counsel and Corporate Secretary | | | | | | | | | | Kimberly Shacklett | 2025 | 428,433 | — | 399,862 | — | 203,653 | 23,294 | 1,055,242 | | Senior Vice President, Customer Experience | | | | | | | | |
Nominating and Corporate Governance Committee
| Overview of Director Compensation |
Nominating and Corporate Governance Committee
| Fiscal Year 2025 Director Compensation |
Nominating and Corporate Governance Committee
| Director Compensation | Additional Annual Cash Retainers | | | | ● | $25,000 - Audit Committee Chair | | | ● | $20,000 - Compensation Committee Chair | | | ● | $15,000 - Nominating Corporate Governance Committee Chair |
Nominating and Corporate Governance Committee
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2)(3)(4) | All Other Compensation ($) | Total ($) | | Robert Aarnes (5) | 97,500 | 132,426 | — | 229,926 | | Louise Goeser (5) | 117,500 | 132,426 | — | 249,926 | | Mitchell Jacobson (5) | 132,500 | — | 324,118(6) | 456,618 | | Michael Kaufmann (5) | 110,417 | 132,426 | — | 242,843 | | Steven Paladino (5) | 121,111 | 132,426 | — | 253,537 | | Philip Peller (5) | 100,972 | 132,426 | — | 233,398 | | Rahquel Purcell (5) | 97,500 | 132,426 | — | 229,926 | | Rudina Seseri (5) | 97,500 | 132,426 | — | 229,926 |
MSC Executive Severance Plan
| Summary Compensation Table |
MSC Executive Severance Plan
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Erik Gershwind (6) | 2025 | 871,411 | — | 3,549,966 | — | 1,425,750 | 26,710 | 5,873,837 | | Chief Executive Officer | 2024 | 861,210 | — | 3,549,805 | — | — | 26,466 | 4,437,481 | | | 2023 | 825,446 | — | 3,249,955 | — | 826,575 | 26,148 | 4,928,124 | | Gregory Clark (7) | 2025 | 312,279 | — | 149,928 | — | 137,332 | 22,823 | 622,362 | | Vice President and | | | | | | | | | | Interim Chief Financial Officer | | | | | | | | | | Kristen Actis-Grande (8) | 2025 | 600,000 | — | 849,969 | — | — | 26,011 | 1,475,980 | | Former Executive Vice President, | 2024 | 590,385 | — | 1,249,824 | — | — | 28,156 | 1,868,365 | | Chief Financial Officer | 2023 | 540,385 | — | 749,901 | — | 208,816 | 21,710 | 1,520,812 | | Martina McIsaac (9) | 2025 | 625,327 | — | 899,892 | — | 473,266 | 242,703 | 2,241,188 | | President and | 2024 | 565,548 | — | 749,973 | — | — | 29,034 | 1,344,555 | | Chief Operating Officer | 2023 | 497,115 | 200,000 | 1,099,877 | — | 195,252 | 33,619 | 2,025,863 | | Neal Dongre (7) | 2025 | 457,308 | — | 449,946 | — | 217,702 | 15,377 | 1,140,333 | | Senior Vice President, General Counsel and | | | | | | | | | | Corporate Secretary | | | | | | | | | | Kimberly Shacklett (10) | 2025 | 428,433 | — | 399,862 | — | 203,653 | 23,294 | 1,055,242 | | Senior Vice President, Sales | 2024 | 415,385 | — | 399,920 | — | — | 21,868 | 837,173 | | and Customer Success | | | | | | | | |
MSC Executive Severance Plan
| Fiscal Year 2025 Grants of Plan-Based Awards |
MSC Executive Severance Plan
| Outstanding Equity Awards at 2025 Fiscal Year-End |
MSC Executive Severance Plan
| Fiscal Year 2025 Option Exercises and Stock Vested |
MSC Executive Severance Plan
| Pension Benefits and Nonqualified Deferred Compensation |
MSC Executive Severance Plan
| Potential Payments Upon Termination or Change in Control |
MSC Executive Severance Plan
| Potential Payments Upon Termination or Change in Control Table as of August 29, 2025 |
MSC Executive Severance Plan
| CEO PAY RATIO |
MSC Executive Severance Plan
| PAY VERSUS PERFORMANCE |
MSC Executive Severance Plan
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for other NEOs | Average Compensation Actually Paid to other NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (in thousands) | Adjusted Operating Margin | Organic Revenue Growth (ADS) | | | ($)(1) | ($)(1)(2)(3) | ($)(1) | ($)(1)(2)(3) | ($)(4) | ($)(4) | ($) | (%)(5)(6) | (%)(5) | | 2025 | 5,873,837 | 4,965,074 | 1,307,021 | 558,977 | 169.95 | 239.99 | 197,836 | 8.4 | -1.3 | | 2024 | 4,437,481 | 1,811,320 | 1,286,672 | 632,399 | 148.70 | 200.06 | 255,957 | 10.5 | -5.1 | | 2023 | 4,928,124 | 8,189,514 | 1,446,656 | 1,756,748 | 177.22 | 154.70 | 343,107 | 12.5 | 10.6 | | 2022 | 6,453,243 | 6,528,550 | 1,232,010 | 974,416 | 132.02 | 121.48 | 340,482 | 12.7 | 10.1 | | 2021 | 5,170,103 | 7,914,763 | 1,199,324 | 1,603,809 | 138.24 | 122.97 | 217,937 | 11.5 | 1.5 |
Relationship Between Compensation Actually Paid and Company Total Shareholder Return
Relationship Between Compensation Actually Paid and Company Total Shareholder Return
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Adjusted Operating Margin (Company Selected Measures)
Relationship Between Compensation Actually Paid and Adjusted Operating Margin (Company Selected Measures)
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| Most Important Financial Performance Measures(1) | | Adjusted Operating Margin | | Organic Revenue Growth (ADS) | | Adjusted Return on Invested Capital |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
(1)Adjusted Operating Margin, Organic Revenue Growth (ADS) and Adjusted Return on Invested Capital are all non-GAAP financial measures. See Appendix A to this Proxy Statement for definitions and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures. As required by Section 14A of the Exchange Act, this proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation of our named executive officers, which is described in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement. This vote is not intended to address any specific item or element of compensation or the compensation of any particular officer, but rather the overall compensation of our named executive officers and the philosophy, principles and policies used to determine compensation. Shareholders were most recently asked to approve the compensation of our named executive officers at the Company’s 2025 Annual Meeting of Shareholders, and shareholders approved our named executive officer compensation with more than 98% of the votes cast in favor. At the Company’s 2024 Annual Meeting of Shareholders, we asked shareholders to indicate whether future advisory say-on-pay votes should occur every one, two or three years, with the Board recommending an annual advisory vote. Because the Board views it as a good corporate governance practice, and because at the Company’s 2024 Annual Meeting of Shareholders a majority of the votes cast were in favor of an annual advisory say-on-pay vote, the Company currently intends to include an advisory say-on-pay vote in its proxy materials on an annual basis until the next required advisory vote on the frequency of future advisory say-on-pay votes, which will occur no later than the Company's 2030 Annual Meeting of Shareholders. Accordingly, the next advisory say-on-pay vote is expected to be held at the Company's 2027 Annual Meeting of Shareholders. As described in greater detail in the section entitled “Compensation Discussion and Analysis,” our key compensation goals are to: create a performance driven culture based on personal accountability by linking rewards to Company and individual performance; provide a market competitive compensation opportunity to enable the Company to attract, retain and motivate highly talented associates; and recruit, retain and motivate highly talented executives, align our executives’ interests with those of our shareholders and provide performance-based compensation that appropriately rewards our executives. Our compensation programs include a number of key features designed to accomplish these goals. The Board urges our shareholders to read the section entitled “Compensation Discussion and Analysis,” which describes in detail how our executive compensation practices operate and are designed to achieve our key compensation goals, as well as the Summary Compensation Table and other related compensation tables and narrative discussion appearing under the section entitled “Executive Compensation,” which provide detailed information about the compensation of our named executive officers. Based on Company and individual performance, the Compensation Committee believes that compensation levels for fiscal year 2025 were appropriate and consistent with the philosophy and objectives of the Company’s executive compensation programs. Accordingly, we are asking shareholders to vote, on an advisory basis, “FOR” the following resolution at the Annual Meeting: RESOLVED, that the Company’s shareholders hereby approve the compensation of the named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the “Compensation Discussion and Analysis” section, the compensation tables and the related narrative discussion. This vote is advisory, which means that the shareholder vote on this proposal will not be binding on the Company, the Compensation Committee or the Board. However, the Compensation Committee and the Board value the opinions of the Company’s shareholders and will carefully consider the outcome of the vote when making future compensation decisions for the named executive officers of the Company.
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. UNLESS OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| EQUITY COMPENSATION PLAN INFORMATION |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
Information for our equity compensation plans in effect as of August 30, 2025 is as follows:
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) | | Plan Category | (a) | (b) | (c) | | Equity compensation plans approved by security holders: | — | — | — | | Equity compensation plans (excluding Associate Stock Purchase Plan) | 1,120 | $83.21 | 1,816,876(1) | | Associate Stock Purchase Plan | — | — | 122,864 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 1,120 | $83.21 | 1,939,740 |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
(1)Represents shares available for future issuance under our 2023 Omnibus Incentive Plan. Such shares may become subject to stock option grants or SARs or may be issued directly as stock awards with such terms and conditions, performance requirements, restrictions, forfeiture provisions, contingencies and other limitations as determined by the plan administrator.
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| APPROVAL OF AMENDMENT NO. 1 to AMENDED AND RESTATED ASSOCIATE STOCK PURCHASE PLAN (PROPOSAL NO. 4) |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
Our Board has adopted, subject to shareholder approval, an amendment to our Amended and Restated Associate Stock Purchase Plan, which we refer to below as Amendment No.1 and the Stock Purchase Plan, respectively. We are asking our shareholders to approve Amendment No. 1 to: (i) increase the number of shares available for sale thereunder by 300,000 shares of our Class A common stock to an aggregate of 2,150,000 shares of our Class A common and (ii) extend the term of the plan by an additional five years, through October 31, 2035. The text of Amendment No. 1 is attached to this proxy statement as Appendix B. Approval of Amendment No. 1 will require the affirmative vote of at least a majority of the votes cast in person or by proxy at the annual meeting, assuming the presence of a quorum. For this Proposal, abstentions will be counted as votes cast and therefore will have the same effect as votes cast against this Proposal. As further discussed in the section titled “What is a broker non-vote” on page 72 of this proxy statement, if you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this Proposal. If shareholders approve Amendment No. 1, it will become effective as of that date. If shareholders do not approve Amendment No. 1, the Company will continue to have the authority to issue shares under the Stock Purchase Plan with its existing terms and shares currently available.