MSC INDUSTRIAL DIRECT CO INC (Form: 8-K, Received: 09/16/2022 09:18:33)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

FORM 8-K

_________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2022

_________________________________________________

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

_________________________________________________

New York

1-14130

11-3289165

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


515 Broadhollow Road, Suite 1000, Melville, New York			11747
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (516) 812-2000

		Not Applicable
	(Former name or former address, if changed since last report)

_________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	MSM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



	Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) On September 16, 2022, MSC Industrial Direct Co., Inc. (the “Company”) announced the appointment of Martina McIsaac as Executive Vice President and Chief Operating Officer of the Company, effective October 3, 2022.

Ms. McIsaac, age 52, will join MSC following a nine-year tenure with Hilti Corporation, a multinational company that develops, manufactures and markets hardware, software and services for the construction, building maintenance, energy and manufacturing industries. Most recently, she served as Region Head and Chief Executive Officer of Hilti, Inc., leading the North America organization. Prior to joining Hilti, McIsaac held a series of progressively responsible leadership roles with Avery Dennison, a Fortune 500 global materials science and manufacturing company. During her 14-year tenure with Avery Dennison, McIsaac served in a range of sales, marketing, business development and operational roles in Mexico, Argentina, Chile, Canada and the U.S. prior to being named Vice President and General Manager of the Performance Polymers Division.

In connection with her appointment, Ms. McIsaac received and has agreed to the terms of an offer letter (the “Offer Letter”) providing for an annual base salary of $550,000. Commencing with fiscal year 2023, Ms. McIsaac will be eligible to earn an annual incentive bonus with a target amount equal to 70% of her annual base salary and to receive an annual equity award (comprised of performance share units and restricted stock units) with a grant date fair value of $750,000. She also will be entitled to participate in all of the Company’s employee benefit plans available to executives. To compensate Ms. McIsaac for a portion of the unvested incentive compensation she will forfeit upon leaving her current employer, Ms. McIsaac will receive (i) a sign-on equity grant of restricted stock units having a grant date fair value of $350,000, which will vest 25% on each of the first, second, third and fourth anniversaries of the grant date, provided that Ms. McIsaac continues to be employed by the Company on each vesting date, and (ii) a sign-on bonus of $200,000, which she is required to repay if her employment is terminated for any reason within 12 months of the employment commencement date. Ms. McIsaac will also receive either the use of a Company-provided vehicle or a vehicle allowance of $1,321 per month. In addition, Ms. McIsaac will be entitled to receive relocation assistance from the Company.

Ms. McIsaac will be a participant in the MSC Executive Severance Plan (the “Executive Severance Plan”) and the MSC Industrial Direct Co., Inc. Executive Change in Control Severance Plan (the “Executive Change in Control Severance Plan”). Under the Executive Severance Plan, participants are eligible to receive certain severance benefits in the event of limited qualifying termination events. In the Offer Letter, the Company agreed to provide Ms. McIsaac with separation benefits that are equivalent to the severance benefits provided under the Executive Severance Plan in the event Ms. McIsaac’s employment with the Company terminates for reasons other than performance during the period between 12 and 24 months after the commencement of her employment with the Company. Under the Executive Change in Control Severance Plan, if, within two years after the occurrence of a change in control of the Company, (i) the Company terminates the executive’s employment other than for cause or (ii) the executive terminates his or her employment following a change in the executive’s “circumstances of employment,” then the Company will be obligated to pay the executive a severance payment equal to (a) two times the executive’s annual base salary, plus (b) two times the executive’s targeted annual incentive bonus, plus (c) the pro rata portion of the executive’s targeted annual incentive bonus for the year in which the termination occurs. In addition, the vesting of any unvested stock options and stock awards would accelerate. As a condition to receiving his or her severance payments and benefits, the executive would be required to execute a general release in favor of the Company. The terms of these plans are more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission (the “SEC”) on December 16, 2021, and the plans have been filed as exhibits to reports filed by the Company with the SEC.

There are no arrangements or understandings between Ms. McIsaac and any other persons pursuant to which she was selected as an officer. Ms. McIsaac has no family relationships with any of the Company’s directors or executive officers. There are no transactions involving the Company and Ms. McIsaac that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the terms and conditions of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.


	Item 7.01.	Regulation FD Disclosure

On September 16, 2022, the Company issued a press release announcing the appointment of Ms. McIsaac as Executive Vice President and Chief Operating Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

9
Item 9.01.	Financial Statements and Exhibits


(d) Exhibits:
10.1		Martina McIsaac Offer Letter, dated July 1, 2022. †
99.1		Press Release, dated September 16, 2022, issued by MSC Industrial Direct Co., Inc.
104		Cover Page Interactive Data File (formatted as Inline XBRL).
†		Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MSC INDUSTRIAL DIRECT CO., INC.

Date: September 16, 2022	By:	/s/ KRISTEN ACTIS-GRANDE
	Name:	Kristen Actis-Grande
	Title:	Executive Vice President and Chief Financial Officer

July 1, 2022

Martina McIsaac

Dear Martina:

On behalf of our CEO, it is my pleasure to extend an offer of employment to you for the position of EVP, Chief Operating Officer with MSC Industrial Supply Co, reporting directly to Erik Gershwind. Your anticipated start date is October 1, 2022. This position will be based in Davidson, NC although we currently work in a hybrid model.

The salary grade for this position is V27. As an exempt associate, your annualized base salary in this position will be $550,000. This will be earned and paid every other Thursday on a bi-weekly basis. In addition, you will receive a signing bonus of $200,000 immediately following your start date. Should you leave MSC prior to one year of employment, voluntarily or involuntarily, you will be required to repay the signing bonus.

In addition, this position is eligible to participate in the annual bonus program at a target of seventy percent (70%) of your annual base salary. You will be eligible as of fiscal year 2023 with anticipated payment in November 2023.

You will also be eligible for an annual equity target of $750,000. The equity is currently granted as 50% Performance Stock Units (PSUs) with a three (3) year cliff vesting schedule, and 50% Restricted Stock Units (RSUs) that will vest 25% per year over four (4) years. Because your start date will occur after the close of our fiscal 2022 year, the November 2022 grant will require Compensation Committee approval.

Additionally, you will receive a sign-on equity grant of Restricted Stock Units valued at $350,000 that will vest 25% per year for four (4) years. It will be granted as soon as possible after your start date pending Compensation Committee approval.

The bonus and equity grant are not guaranteed but based upon company and individual performance, as well as Board approval. Please note that bonus and equity targets may vary each year.

Of course, we expect this to be a long and fruitful partnership, but if for reasons other than performance, you and the company find ourselves in mutual agreement that this is not the right fit, we will provide you with a transition package. This package will be available no earlier than 12 months into the role and will not remain available after 24 months in role. After good faith effort on both sides, you would separate with equivalent provisions to our executive severance plan. The company will also provide a change of control agreement in the event the company were to be purchased.

This position carries unlimited vacation, scheduled with the approval of management. The company currently recognizes seven paid holidays per year: New Year’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving (2), and Christmas Day.

MSC will provide you with a leased, four-door car at an executive level. MSC will pay for the insurance, maintenance and gas for the vehicle. Please note, we will conduct a review of your driving record annually through the Department of Motor Vehicles. If you would prefer to participate in our auto allowance program, instead of accepting a vehicle, you will receive a monthly auto allowance in the amount of $1,321.00 per month. Please be advised that this benefit is considered income and may have tax implications. You should consult a tax expert for advice on this issue.

You will be eligible to participate in the MSC Benefits Program in accordance with the terms and conditions of those plans. Our standard benefit package includes major medical/dental/vision insurance and 401(k) savings plan. Based upon an October 1 start date, you will be eligible to enroll on the first day of the month following 30 days of service, November 1, 2022. A change to your start date may impact your benefits eligibility date.

You will be eligible for relocation assistance with your move from Fairview, TX to Davidson, NC. We anticipate the move initiating no later than August 2023. The executive level package fully covers movement of household goods, up to 90 days of household goods storage, up to 90 days of short-term housing, and reimbursement of home sale closing costs not to exceed 8% of the home sale price. Additional expenses incurred such as travel, auto shipment, and home purchase closing costs will be covered up to $25,000 under the management of the relocation provider. Finally, you will receive a miscellaneous expense allowance of $5,000 cash which will be provided at the time relocation is initiated.

For your review, I’ve included with this letter MSC’s “Associate Confidentiality, Non-Solicitation and Non-Competition Agreement,” execution of which is a condition of your employment. Neither this condition, nor this offer letter should be construed as a contract of employment. This does not need to be signed prior to your start date.

Upon your start date, you will receive an email with a link to complete all on-boarding documents. Your employment is contingent upon you providing appropriate documentation as required by Federal law to prove your identity and eligibility to work in the United States. Please provide the appropriate document(s) on your first day of employment.

So that we may proceed with the hiring process, please confirm your acceptance of the offer by signing below and returning this letter to me.

Martina, we are so excited to have you join us. MSC continues to transform, and your leadership will be game-changing for our team. We look forward to a partnership that provides significant growth for both you and the company as we define our future.

If I can answer any questions or provide any information to help you in your onboarding process, please let me know. Feel free to call me at 704-763-3793 if you have any questions.

Sincerely,

Beth Bledsoe

Beth P. Bledsoe

SVP, Chief People Officer

I accept the offer of COO as presented in this document:

/s/ Martina McIsaac 7/12/2022

Martina L. McIsaacDate

NEWS

MARTINA MCISAAC TO JOIN MSC INDUSTRIAL SUPPLY CO. AS EXECUTIVE VICE PRESIDENT & CHIEF OPERATING OFFICER

Melville, N.Y. & Davidson, N.C. (Sept. 16, 2022) — MSC INDUSTRIAL SUPPLY CO. (NYSE: MSM), a premier distributor of Metalworking and Maintenance, Repair and Operations supplies to industrial customers throughout North America, today announced that Martina McIsaac will join the company on Monday, Oct. 3 as Executive Vice President and Chief Operating Officer. In this newly created role, McIsaac will have overall responsibility for the day-to-day operations of the company’s United States and Canada businesses, including Sales, Field Service/Solutions, Category Management, Procurement, Pricing and Supply Chain.

McIsaac will join MSC following a nine-year tenure with Hilti Corporation, a multinational company that develops, manufactures and markets hardware, software and services for the construction, building maintenance, energy and manufacturing industries. Most recently, she served as Region Head and Chief Executive Officer of Hilti, Inc., leading the North America organization to significantly outperform the market with strong top-line and profit growth. Prior to joining Hilti, McIsaac held a series of progressively responsible leadership roles with Avery Dennison, a Fortune 500 global materials science and manufacturing company. During her 14-year tenure with Avery Dennison, McIsaac served in a range of sales, marketing, business development and operational roles in Mexico, Argentina, Chile, Canada and the U.S. prior to being named Vice President and General Manager of the Performance Polymers Division.

McIsaac earned a bachelor’s degree in economics from Western University and a master’s degree in international business from the University of South Carolina, where she serves on the board of the Folks Center for International Business. An advocate for diversity, equity and inclusion, McIsaac is a signatory to the Catalyst CEO Champion for Change pledge, joining other high-profile leaders who are personally committed to advancing women, including women of color, into senior leadership positions. She also chairs the Dallas Habitat for Humanity Women Build, is a member of the Texas Women’s Foundation’s Economic Leadership Council and serves on the Board of Directors for United Way of Metropolitan Dallas.

“We are delighted to welcome Martina to MSC. She brings strong leadership experience and has displayed outstanding ability to drive growth and success in an inclusive manner. She also has shown a commitment to delivering meaningful solutions and value to customers to improve performance, which aligns well with our purpose and approach to helping manufacturers solve their mission-critical challenges and boost the efficiency and effectiveness of their operations,” said Erik Gershwind, President and Chief Executive Officer for MSC.

“With Martina focused on further improving our day-to-day operations, we look forward to producing industry-leading levels of organic growth and profitability, enhancing operational excellence across our organization, and developing a diverse and talented team of future MSC leaders, while preserving and building upon our unique culture and values.”

McIsaac added, “I’m thrilled to be joining MSC, which has a rich history of driving innovation in the industrial distribution industry, a highly experienced team of more than 6,500 dedicated associates committed to delivering exceptional customer service, and a vibrant, healthy culture of doing the right thing for all of its stakeholders, including associates, customers, owners and suppliers.”

With McIsaac moving into the Chief Operating Officer role, Doug Jones, Executive Vice President & Chief Supply Chain Officer, will begin transitioning his areas of responsibility to McIsaac in the coming months as part of his planned transition to retirement following a highly successful career with MSC spanning more than two decades. Jones will remain in his full-time role until early 2023, at which time he will move into a part-time advisory role overseeing the completion of several key supply chain initiatives.

“Doug has been a valuable member of MSC’s leadership team for more than 20 years, playing a critical role in elevating our operational performance across the entire supply chain lifecycle,” Gershwind said. “We are grateful for his outstanding leadership and wish him the very best as he transitions into retirement.”

# # #


Media Contact:		Investor Contact:

Paul Mason		John Chironna
MSC Industrial Supply Co.		MSC Industrial Supply Co.
(336) 817-2131		(704) 987-5231
paul.mason@mscdirect.com		chironnj@mscdirect.com

About MSC Industrial Supply Co.

MSC Industrial Supply Co. (NYSE:MSM) is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services. We help our customers drive greater productivity, profitability and growth with approximately 2 million products, inventory management and other supply chain solutions, and deep expertise from over 80 years of working with customers across industries. Our experienced team of more than 6,500 associates is dedicated to working side by side with our customers to help drive results for their businesses - from keeping operations running efficiently today to continuously rethinking, retooling, and optimizing for a more productive tomorrow. For more information on MSC, please visit mscdirect.com.