Document

DEF 14A 1 proxystatement2022.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under Rule 14a-12

Global Industrial Company

(Name of Registrant as Specified in Its Charter)

________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

11 Harbor Park Drive, Port Washington, NY 11050 • 516.608.7000 • investinfo@globalindustrial.com

April 27, 2022

Dear Fellow Stockholders:

We are pleased to invite you to attend virtually the 2022 Annual Meeting of Stockholders of Global Industrial Company on Monday, June 6, 2022, at 12:00 p.m. Eastern Time. Our Annual Meeting will be exclusively conducted via live audio webcast, a format designed to improve stockholder access, save Global Industrial and our stockholders time and money and, during the current global pandemic, ensure the safety of our participants.

At the meeting, stockholders will vote on the matters described in the accompanying Notice of Annual Meeting and Proxy Statement and any other matters properly brought before the meeting.

As in prior years, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time, lowering the costs and reducing the environmental impact of our Annual Meeting.

The Notice of Annual Meeting of Stockholders on the following page contains instructions on how to vote by Internet, by telephone or, if you received a proxy card, by mail.

Please take the time to carefully read the Notice of Annual Meeting and Proxy Statement that follow. Whether or not you plan to attend the meeting, please ensure that your shares are represented by giving us your proxy. You can do so by telephone, by Internet, or, if you received a proxy card, by signing and dating your proxy card and returning it by mail in the enclosed postage-paid envelope.

We look forward to your participation in the meeting.

Sincerely,

Barry Litwin

Chief Executive Officer

11 Harbor Park Drive, Port Washington, NY 11050 • 516.608.7000 • investinfo@globalindustrial.com

Notice of Annual Meeting of Stockholders


Date and Time:			Monday, June 6, 2022, at 12:00 p.m. Eastern Time

Place:			This year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be held via live audio webcast. You will be able to participate in this year’s Annual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GIC2022, and using your 16-digit control number. Because the Annual Meeting is virtual and being held via live webcast, stockholders will not be able to attend the Annual Meeting in person. Details regarding how to participate in the meeting online are more fully described in the Proxy Statement.

Purpose:			(1) To elect the 8 director nominees named in the Proxy Statement;

			(2) To ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2022; and

			(3) To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Who may vote:			Stockholders of record at the close of business on April 12, 2022 are entitled to notice of, and to vote at, the meeting or any adjournment or postponement.

By order of the Board of Directors,

Adina G. Storch, Esq.

Senior Vice President, General Counsel and Corporate Secretary

April 27, 2022

Important notice regarding the availability of proxy materials for the

Annual Meeting of Stockholders to be held on June 6, 2022:

This Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and our 2021 Annual Report to Stockholders all are available at www.proxyvote.com or on our website at www.globalindustrial.com.

Table of Contents


Proxy Statement Executive Summary			1
General Information			8
Frequently Asked Questions			12
Proposal No. 1 – Election Of Directors			14
Corporate Governance			16
Corporate Governance Overview			16
Commitment to Stockholder Engagement			16
Corporate Governance Documents			17
Board Composition			16
Board Leadership Structure			17
Identification and Evaluation of Director Candidates			18
Board Experience and Skills			18
Board and Committee Performance Self-Evaluations			19
Director Independence			22
Risk Oversight			20
No Director Overboarding			21
New Director Orientation			21
Board Meetings			22
Meetings of Non-Management Directors			22
Lead Independent Director			22
Communicating with the Board			23
Committees of the Board			24
Corporate Social Respo nsibility			27
Environmental, Social and Governance ("ESG") Initiatives			27
Human Capital Management ("HCM")			31
Director Compensation			33
General Policy			33
Non-Management Director Compensation in Fiscal Year 2021			33
Executive Officers			34
Compensation Discussion and Analysis			37
Executive Summary			37
Central Objectives and Philosophy of Our Executive Compensation Programs			37
Pay and Governance Practices			37
Risk Management and Pay Alignment			38
Elements of Our Executive Compensation Programs			39
Role of the Compensation Committee and CEO in Compensation Decisions			42
2010 and 2020 Long-Term Incentive Plans			43
Compensation Committee Report			52
Compensation Committee Interlocks and Insider Participation			52
Executive Compensation			53
Summary Compensation Table			53
Grants of Plan-Based Awards			54
Outstanding Equity Awards at Year-End for Fiscal Year 2021			55
Option Exercises and Stock Vested For Fiscal Year 2021			56
Employment Arrangements with Named Executive Officers			57


Potential Payments Upon Termination of Employment or Change in Control			58
CEO Pay Ratio Disclosure			61
Proposal No. 2 – Ratification of Ernst & Young LLP as the Company's Independent Auditor			62
Report of the Audit Committee			63
Security Ownership Information			64
Security Ownership of Certain Beneficial Owners and Management			64
Security Ownership of Certain Beneficial Owners			65
Equity Compensation Plans			66
Certain Relationships and Related Transactions			67
Related Person Transaction Policy			67
Transactions with Related Persons			67
Additional Matters			68

Proxy Statement Executive Summary

The following is a summary which highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you are urged to read the entire Proxy Statement carefully before voting.

Information About Our 2022 Annual Meeting of Stockholders


DATE AND TIME:			Monday, June 6, 2022, at 12:00 p.m. Eastern Time
PLACE:			Visit www.virtualshareholdermeeting.com/GIC2022 and use your 16-digit control number
RECORD DATE:			Tuesday, April 12, 2022

Items of Business and Board of Directors' Vote Recommendations


Proposal		Board Vote Recommendation	Page Number
Proposal 1:	To elect eight directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualify	ü FOR	Page 14
Proposal 2:	To ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2022	ü FOR	Page 62

Our Directors (Pages 14-15)

Name

Age

Director Since

Independent

N/CGC

Richard Leeds(1)

1995

Bruce Leeds

1995

Robert Leeds

1995

Barry Litwin(2)

2017

Chad M. Lindbloom(3)

2017

Yes

Paul S. Pearlman(3)

2019

Yes

Lawrence Reinhold

2009

Yes

Robert D. Rosenthal(3)

1995

Yes

(1) Executive Chairman of the Board

(2) Chief Executive Officer

(3) Audit Committee Financial Expert

KEY: AC = Audit Committee CC = Compensation Committee

N/CGC = Nominating/Corporate Governance Committee EC = Executive Committee

= Member C = Chair

Information About Our Board and Principal Committees (Pages 22-26)


	Number of Members	Independent	Number of Meetings During 2021
Full Board of Directors	8	50%	11
Audit Committee	3	100%	8
Compensation Committee	3	100%	6
Nominating/Corporate Governance Committee	3	100%	5

Our Corporate Governance (Page 16)

We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Please refer to the table on page 16 of this Proxy Statement for a more detailed description of our governance practices.


WHAT WE DO:		WHAT WE DON'T DO:
✓	Board Composed 50% of Independent Directors, Committees Composed 100% of Independent Directors	X	No Supermajority Voting Requirements
✓	Annual Board and Committee Self-Evaluations	X	No Poison Pill
✓	Regular Executive Sessions of Independent Directors	X	No Classified Board
✓	Active Board Oversight of Risk Management	X	No Material Restrictions on Stockholder Rights
✓	Strong Lead Independent Director, Elected Annually by and from the Independent Directors	X	No Overboarded Directors

Our commitment to good governance is further reflected in our executive compensation philosophy designed to reinforce alignment between pay and performance:


WHAT WE DO:		WHAT WE DON'T DO:
✓	Pay for Performance Alignment	X	No Excessive Perquisites, and No Contractual Tax Gross-Ups on Golden Parachutes
✓	Caps on Individual Incentive Awards	X	No Stock Trading Plans Without Committee Approval and Oversight
✓	Annual Compensation Committee Assessments	X	No Compensation or Incentives that Encourage Unnecessary or Excessive Risk-Taking
✓	“Double-trigger” Change in Control Provisions for Equity Awards	X	No Supplemental Retirement Benefits for Executives
✓	Independent Compensation Committee Advised by Independent Compensation Consultant	X	No Liberal Share Recycling

Corporate Social Responsibility (Page 27)

As our name suggests, we at Global Industrial think of our corporate responsibility in global terms. As citizens of a global community, we embrace responsible environmental, social and community stewardship as an essential part of our mission to build a successful business and to understand and exceed the expectations of our stakeholders, which include our associates, customers, suppliers and stockholders. As stakeholder expectations change and evolve, including regarding environmental, social, and governance ("ESG") matters, we are committed to changing and evolving with them. We have a strong foundation upon which to do so, including investing in infrastructure and innovation, trusting and empowering our associates, supporting the local communities in which our associates work and live, embracing a conservative approach to our own resource use, and providing products and services to our customers designed specifically to reduce resource consumption throughout their supply chains.

Environmental, Social and Governance Matters (Pages 27-30)

In 2021, we established a cross-disciplinary ESG Task Force to lead our ESG efforts. The ESG Task Force not only gathers data about ongoing ESG initiatives throughout our various business units, but also charts ESG objectives for the Company moving forward.

In February 2022, the Nominating/Corporate Governance Committee, with unanimous Board support, committed to endeavoring to include, and requiring any search firm that it engages to endeavor to include, diverse candidates in initial pools of director nominees if and to the extent Board vacancies should arise.

We believe that these recent initiatives at the highest level of Global Industrial underscore the importance we place on environmental, social and governance initiatives, and communicates a message to our various stakeholders, internal and external, that sustainability, diversity and inclusion are among our highest priorities as we continue to advance our business objectives.

We Support Our Associates’ Professional Development

We seek people that embody our core values, and work to give them a reason to stay. Through our values, we empower our human capital. We provide an online learning center so our associates can improve their skills and increase their value. In 2022, we launched a quarterly development series called “Path to Professionalism,” which is open to all associates in a supervisory role.

We also encourage associates to expand their personal and professional growth through formal education. Global Industrial offers a tuition reimbursement program that supports the growth and development of our associates by providing financial assistance to eligible associates who are working toward an undergraduate degree or graduate degree.

We Support Our Associates' Health and Safety

Associate health and safety is a top priority for Global Industrial and has been a key factor in our safe navigation of the pandemic thus far. As distribution is considered an essential business our distribution centers remained open during the pandemic and our office facilities remained open in locations where social distancing and local regulations permitted.

Protocols we established to keep our employees safe include:

•Implementing Covid-19 related controls to address social distancing, intense cleaning of common areas, and enhanced use of personal protective equipment;

•Providing face masks, gloves and sanitizing products for employees’ use;

•Limiting all but essential travel for all employees;

•Providing paid time off for employees with suspected and confirmed Covid-19 illness and for contact tracing;

•Providing paid time off for employees to receive and recover from the Covid-19 vaccine;

•Providing incentive bonuses to encourage employees to become vaccinated;

•Restricting access to our facilities to essential visitor personnel; and

•Implementing remote work and in-office rotation policies to effect social distancing.

Our safety teams and local safety committees provide oversight, training, education and compliance guidance, as well as workers’ compensation remediation advice, to our management teams and directly to our workforce.

We Support a Positive Work Culture for our Associates

Global Industrial has made a commitment to providing a work environment free from all forms of harassment or intimidation, including sexual harassment and bullying behavior. Harassment on the basis of race, color, religion, creed, national origin, citizenship, age, disability, pregnancy, sexual orientation, sexual preference, sexual identification, marital status, veteran status, domestic violence victim status, or any other category protected by federal, state, or local law is prohibited at our facilities, company-sponsored events, work-related travel, over electronic systems or through social media.

Management and associates alike are subject to our Corporate Ethics Policy and Corporate Governance Guidelines and Principles. Global Industrial requires all associates to complete Code of Conduct and Ethics and Harassment Prevention trainings regularly.

In 2022, the Company hosted a Women’s Leadership Forum and special programming in recognition of Black History Month.

We Support Community Outreach

Global Industrial's mission of social responsibility extends outward as well to include the communities we serve. The greatest contribution we believe we can make is to serve our customers and create opportunities for our associates within these communities. Over the years, Global Industrial has supported dozens of local and national non-profit organizations through charitable contributions and in-kind donations.

Recently, we sponsored a community clean-up in West Philadelphia and, during our 2021 trade show in Nashville, Tennessee, our CEO led a group volunteer activity to sort and pack medical supplies, stock inventory and load containers for Project C.U.R.E. Nashville, a charitable project that provides donated medical supplies, equipment and services to doctors and nurses in more than 135 countries. Also, in recognition of Autism Awareness Month, the Company is hosting a toy and school supply drive to support local schools for autistic individuals and and has provided support for local business that employs autistic individuals.

Below are some highlights of our commitment to Environmental, Social and Governance principles:


Environmental	Social	Governance
•Conversion to LED Lighting: Continuing a strategy that began several years ago, 60% of our U.S. distribution centers and our corporate headquarters have LED lighting (or are scheduled to have LED lighting installed by the end of 2022). LED lighting dramatically reduces the energy required to light our facilities, while decreasing attendant costs.	•We Support Our Associates' Health and Safety: In response to the Covid-19 pandemic, we have implemented heightened workplace employee health, wellness and safety initiatives, including staggered in-office and remote staffing days.	•Independent Board Committees: Our Board’s principal committees, Audit, Compensation, and Nominating/Corporate Governance, are composed entirely of independent directors. The independent directors meet regularly in executive sessions without management. We have an independent Lead Director, who presides over the executive sessions of the independent directors and, as needed, acts as principal interlocutor between the independent and non-independent directors.
•Migration to More Energy Efficient HVAC Sources: In designing our distribution centers and when upgrading our facilities, we look to use energy efficient HVAC sources, including split-unit HVAC systems, and high temperature and direct gas-fired air heaters. By preferentially using energy-saving HVAC systems, we have lowered the amount of greenhouse gases and carbon emitted from our facilities.	•We Support a Positive Work Culture for Our Associates: We have made a commitment to providing a work environment free from all forms of harassment or intimidation, including sexual harassment and bullying behavior. We also promote our associates’ continued professional development, through programs such as tuition assistance and access to online learning programs. We have also hosted Women’s Leadership and Black History Month programs in 2022.	•Board Oversight of Risk Management: The Board is responsible for the oversight of Global Industrial’s risk management process. Risk management is a recurring Board quarterly agenda item and is considered an essential part of business and operations planning. The Board also receives periodic updates regarding, and oversees, the Company’s ESG efforts.
•Reduction of Fuel Emissions: In 2019, Global Industrial completed the installation of electric vehicle charging stations at our corporate headquarters. By installing the electric vehicle charging station, we are encouraging the use of renewable energy while decreasing our Company’s reliance on fossil fuels.	•We Support Community Outreach: We at Global Industrial believe our social responsibility faces both inward to our workforce and outward toward the communities we serve. Recently, we sponsored a community clean-up in West Philadelphia and, during our 2021 trade show in Nashville, Tennessee, our CEO led a group volunteer activity to sort and pack medical supplies, stock inventory and load containers for Project C.U.R.E. Nashville, a charitable project that provides donated medical supplies, equipment and services to doctors and nurses in more than 135 countries. Also, in recognition of Autism Awareness Month, the Company is hosting a toy and school supply drive to support local schools for autistic individuals and has provided support for local business that employs autistic individuals.	•Favorable Voting Practices: Annual election of directors by plurality vote, with no classified Board.

Human Capital Management (page 31)

We view responsible human capital management through both a quantitative and qualitative lens. At Global Industrial, we believe that the first principle in responsible stewardship of human capital is ensuring that it is composition-based: developing a workforce that represents diversity of gender, race and ethnicity as well as diversity of skill and experience. Pursuit of these diversity goals fulfills a dual purpose of fostering employee wellness and inclusion, thereby enhancing a positive work culture, while also leading to higher quality decision-making that results from considering diverse perspectives and viewpoints.

Commitment to Diversity and Inclusion (page 32)

Our commitment to diversity and inclusion is exemplified by the composition of Global Industrial’s workforce. The makeup of our executive management team reflects our commitment to enhancing diversity with respect to gender, ethnicity and professional experience.

Under the Company’s new executive leadership, we have made important strides in gender diversity. Since Mr. Litwin’s appointment as CEO in January 2019, diversity of gender on the Company’s senior leadership team (comprising our Senior Vice Presidents) has increased by over 20 percentage points.

The Company’s significant progression toward gender diversity in its top executive leadership is represented below:

Consistent with the Company’s philosophy of inclusion, we continually strive to improve our inclusiveness initiatives, and look forward to improving metrics with respect to other historically underrepresented populations within our workforce as we continue to pursue our ESG initiatives. In 2022 thus far, we have hosted Women’s Leadership and Black History Month programs, which have been well-received by our associates.

We value not only the diversity of experience these professionals bring to our executive management, but also diversity of perspective they bring to our collective approach to problem solving. This commitment to diversity and inclusion is mirrored in the composition of Global Industrial’s workforce. Our worldwide workforce is made up of a diverse group of associates. In our most recent U.S. EEO-1 data, the demographic breakdown for self-reporting associates was 44% female and 56% male, and minorities constituted 55% of our workforce. We believe the diversity of our associates is one of the Company’s important strengths.

Independent Registered Public Accounting Firm (Page 62)

Ernst & Young LLP, an independent registered public accounting firm, served as the Company's independent auditor for fiscal year 2021. Our Audit Committee has selected Ernst & Young LLP to audit our financial statements for fiscal year 2022. Although it is not required to do so, the Board is submitting the Audit Committee’s selection of the Company's independent auditor for ratification by the stockholders at the Annual Meeting in order to ascertain the view of our stockholders regarding such selection. Below is summary information about Ernst & Young’s fees for services during fiscal years 2021 and 2020:


Fee Category	2021 ($)	2020 ($)
Audit fees(1)	1,279,100	1,238,500
Audit-related fees(2)	0	12,250
Tax fees(3)	0	0
All other fees(4)	5,000	5,000
Total	1,284,100	1,255,750

(1)In accordance with the SEC’s definitions and rules, “audit fees” are fees that were billed to Global Industrial by Ernst & Young LLP for the audit of our annual financial statements, to be included in the Form 10-K, and review of financial statements included in the Form 10-Qs; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; for the attestation of management’s report on the effectiveness of internal control over financial reporting; and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

(2)“Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting, including services in connection with assisting Global Industrial in our compliance with our obligations under Section 404 of the Sarbanes-Oxley Act and related regulations.

(3)Ernst & Young LLP did not provide any professional services for tax compliance, planning or advice in 2021 or 2020.

(4) Consists of fees billed for other professional services rendered to Global Industrial.

PROXY STATEMENT

General Information

These proxy materials are being furnished to solicit proxies on behalf of the Board of Directors of Global Industrial Company (f/k/a Systemax Inc.) for use at our Annual Meeting of Stockholders to be held virtually via live audio webcast on Monday, June 6, 2022 at 12:00 p.m. Eastern Time, or at any adjournments or postponements thereof.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GIC2022 (the "Annual Meeting Website"), where you will be able to listen to and participate in the meeting live, submit questions and vote online.

These proxy materials include our Proxy Card, Notice of Annual Meeting and Proxy Statement and our 2021 Annual Report to Stockholders, which includes our Fiscal Year 2021 Form 10-K. These proxy materials are being sent or made available to our stockholders commencing on April 27, 2022.

Notice of Internet Availability of Proxy Materials

We have implemented the Securities and Exchange Commission's “Notice Only” rule that allows us to furnish our proxy materials over the Internet to our stockholders instead of mailing paper copies. As a result, beginning on or about April 27, 2022, we mailed to our stockholders of record on April 12, 2022 a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy materials over the Internet and vote online. By furnishing a Notice and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of our Annual Meeting.

The Notice is not a proxy card and cannot be used to vote your shares. If you received a Notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice or on the website referred to in the Notice.

If you own shares of common stock in more than one account—for example, in a joint account with your spouse and in your individual brokerage account—you may have received more than one Notice. To vote all of your shares by proxy, please follow each of the separate proxy voting instructions that you received for your shares of common stock held in each of your different accounts.

Record Date

We have fixed the close of business on April 12, 2022 as the record date for determining our stockholders entitled to Notice of and to vote at our Annual Meeting.

On that date, we had 37,916,603 shares of common stock outstanding. Stockholders as of the record date will have one vote per share on each voting matter.

Quorum

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at our Annual Meeting, present virtually or represented by proxy, is necessary to constitute a quorum.

Abstentions and “broker non-votes” (discussed below) will be counted as present for purposes of establishing a quorum.

How to Vote

Stockholders of record. If you are a “stockholder of record” (meaning your shares are registered in your name with our transfer agent, Broadridge) as of the close of business on April 12, 2022 (the record date for the Annual Meeting) you may vote either virtually at our Annual Meeting or by proxy.

During the Annual Meeting, you will be able to vote through the virtual portal at www.virtualshareholdermeeting.com/GIC2022.

If you decide to vote by proxy, you may do so in any one of the following three ways:


			You may vote your shares 24 hours a day by logging on to a secure website, www.proxyvote.com, and following the instructions provided. You will need to enter the identifying information that appears on your proxy card or the Notice. The Internet voting system allows you to confirm that your votes were properly recorded.

			You may vote your shares 24 hours a day by calling the toll free number (800) 690-6903, and following instructions provided by the recorded message. You will need to enter the identifying information that appears on your proxy card or the Notice. As with the Internet voting system, you will be able to confirm that your votes were properly recorded.

			If you received a proxy card, you may mark, sign and date your proxy card and return it by mail in the enclosed postage-paid envelope.

Proxies submitted over the Internet, by telephone or by mail must be received by 11:59 p.m. Eastern Time on June 5, 2022.

Beneficial owners. If, like most stockholders, you are a beneficial owner of shares held in “street name” (meaning a broker, bank or other nominee holds shares on your behalf), you may vote virtually at our Annual Meeting only if you obtain a legal proxy from the nominee that holds your shares. Alternatively, you may vote by completing, signing and returning the voting instruction form that the nominee provides to you or by following any telephone or Internet voting instructions described on the voting instruction form, the Notice or other materials that the nominee provides to you.

No matter in what form you own your shares, we encourage you to vote promptly.

About the Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting of stockholders held exclusively by a live audio webcast, a format designed to improve stockholder access, save Global Industrial and our stockholders time and money and, during the current global pandemic, ensure the safety of our participants. In addition to online attendance, our meeting format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting.

If you are a stockholder of record as of the close of business on April 12, 2022, the record date for the Annual Meeting, you will be able to virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/GIC2022. You will need to enter the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials (the "Control Number").

If you are a stockholder holding your shares in “street name” as of the close of business on April 12, 2022, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee holder. You may not vote your shares electronically at the Annual Meeting unless you receive a valid proxy from your broker, bank or other nominee holder.

The Annual Meeting will begin promptly at 12:00 p.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:45 a.m. Eastern Time, and you should allow approximately 15 minutes for the online check-in procedures.

If you wish to submit a question for the Annual Meeting, you may do so in advance at www.virtualshareholdermeeting.com/GIC2022, or you may type it into the dialog box provided at any point during the Annual Meeting (until the floor is closed to questions). During the Annual Meeting, we will answer questions submitted during the Annual Meeting and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits. Stockholder questions may be submitted in the field provided in the Annual Meeting Website at or before the time that matters are brought before the Annual Meeting for consideration.

Votes Required to Adopt the Proposals

Ø Proposal 1 – The vote of a plurality of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at a meeting at which a quorum is present will be required to elect the nominated directors to the Board.

Ø Proposal 2 – The affirmative vote of a majority of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at a meeting at which a quorum is present will be required to ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2022.

Messrs. Richard, Bruce and Robert Leeds (each a director and officer of Global Industrial), together with trusts for the benefit of certain members of their respective families and other entities controlled by them, as applicable, beneficially owned as of our record date more than 50% of the shares outstanding, and they have each separately advised us that they intend to vote all such shares they each have the power to vote in accordance with the recommendations of the Board on each of the Proposals identified above, which will be sufficient to constitute a quorum and to determine the outcome of each Proposal.

How Shares Will Be Voted

Proxies will be voted as specified by the stockholders. Where specific choices are not indicated, proxies will be voted, per the Board’s recommendations, FOR Proposals 1 and 2. If any other matters properly come before our Annual Meeting, the persons named in the proxy will vote at their discretion.

List of Stockholders

A list of our stockholders satisfying the requirements of Section 219 of the Delaware General Corporation Law will be available for inspection for any purpose germane to our Annual Meeting for the ten days prior to our Annual Meeting. If you want to inspect the stockholder list, email investinfo@globalindustrial.com to schedule an appointment. In addition, the list of stockholders will also be available during the Annual Meeting through the Annual Meeting Website for those stockholders who choose to attend.

Changing or Revoking Your Proxy

Your virtual attendance at our Annual Meeting will not automatically revoke your proxy.

Stockholders of record. If you are a stockholder of record, you may change or revoke your proxy at any time before a vote is taken at our Annual Meeting by executing and forwarding to us a later-dated proxy or by voting a later proxy over the telephone or the Internet or by virtually attending the Annual Meeting and voting.

Beneficial owners. If you are a beneficial owner of shares, you should check with your broker, bank or other nominee that holds your shares to determine how to change or revoke your vote.

Abstentions

Ø Proposal 1 – Abstentions will have no effect on the election of directors.

Ø Proposal 2 – Abstentions will have the same effect as a negative vote regarding the ratification of Ernst & Young LLP as the Company's independent auditor for fiscal year 2022.

Broker Non-Votes

A “broker non-vote” occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because they do not have discretionary voting power for that proposal and have not received instructions from the beneficial owner.

If you are a beneficial owner whose shares are held by a broker, as stated above you must instruct the broker how to vote your shares. If you do not provide voting instructions, your broker is not permitted to vote your shares on Proposal 1 (Election of Directors).

In the absence of voting instructions, the broker may only register your shares as being present at our Annual Meeting for purposes of determining a quorum and may vote your shares on Proposal 2 only (Ratification of Ernst & Young LLP as the Company's Independent Auditor).

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1932, as amended (the “Exchange Act”). When used in this Proxy Statement, the words “estimated”, “anticipated”, “expect”, “believe”, “intend” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of strategy, plans or intentions of management. Forward-looking statements are subject to risks, uncertainties, and assumptions about the Company and future events, and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Proxy Statement. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Proxy Statement or to reflect the occurrence of unanticipated events, except to the extent required under applicable law.


Frequently Asked Questions

Why am I receiving this Proxy Statement?

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting to be held for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders. This solicitation is made by the Company on behalf of our Board of Directors.

Who is entitled to vote at our Annual Meeting?

If you held shares of Global Industrial Common Stock at the close of business on April 12, 2022, you may vote at the Annual Meeting. Each share is entitled to one vote on each matter presented for consideration and action at the Annual Meeting.

In order to vote, you must either designate a proxy to vote on your behalf or attend the Annual Meeting and vote your shares online during the open poll section of the meeting. The Board of Directors requests your proxy so that your shares will count toward a quorum and be voted at the meeting.

What are the voting rights of stockholders?

Each share of common stock outstanding on the record date entitles its holder to cast one vote on each matter to be voted on at the Annual Meeting.

What am I being asked to vote on, and what are the Board of Directors’ voting recommendations?

Proposal 1: To elect the 8 director nominees named in this Proxy Statement.

Proposal 2: To ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2022.

The Board of Directors recommends that you vote “FOR” the election of the Board’s director nominees and “FOR” the ratification of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2022.

What will constitute a quorum at our Annual Meeting?

The presence in person (virtually) or by proxy of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders will constitute a quorum for the transaction of business at the Annual Meeting. We will include abstentions and “broker non-votes” in the calculation of the number of shares of common stock considered to be present at the meeting for purposes of determining the presence of a quorum at the meeting.

What vote is required to approve each matter?

Assuming the presence of a quorum, the following votes are required to approve each proposal:

Election of Directors: The vote of a plurality of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at the Annual Meeting will be required to elect the nominated directors to the Board.

Ratification of Ernst & Young LLP as the Company's independent auditor for fiscal year 2022: The affirmative vote of a majority of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at the Annual Meeting will be required to ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2022.

Your proxy will be voted "FOR" the election of the Board’s nominees unless contrary instructions are given. When voting by proxy with respect to the election of directors, you may vote in favor of all nominees, vote in favor of specific nominees, withhold your votes as to all nominees or withhold your votes for specific nominees.

Why is the Annual Meeting online only? How do I attend the Annual Meeting?

Our Annual Meeting will be exclusively conducted via live audio webcast, a format designed to improve stockholder access, save Global Industrial and our stockholders time and money and, during the current global pandemic, ensure the safety of our participants. In addition to online attendance, our meeting format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting.

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on April 12, 2022, the record date for the Annual Meeting.

To virtually attend the Annual Meeting, go to www.virtualshareholdermeeting.com/GIC2022; then, you must enter your Control Number. Please allow ample time for online check-in, which will begin at 11:45 a.m. Eastern Time, on June 6, 2022.

How do I vote during the virtual Annual Meeting?

If you are a stockholder as of the record date, you may vote during the Annual Meeting by entering your Control Number and following the instructions available on the Annual Meeting Website at www.virtualshareholdermeeting.com/GIC2022 during the meeting.

How can I ask questions during the Annual Meeting?

The virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our Board of Directors or management. During the Annual Meeting, we will answer questions submitted during the Annual Meeting and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits. Stockholder questions may be submitted in the field provided in the web portal at or before the time that matters are brought before the Annual Meeting for consideration.

What can I do if I need technical assistance during the Annual Meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting Website log in page.

If I plan to attend the Annual Meeting, should I still vote by proxy?

Yes. Voting in advance does not affect your right to attend our Annual Meeting. If you submit the enclosed proxy card and also attend our Annual Meeting, you do not need to vote again at our Annual Meeting unless you want to change your vote. If you are not a stockholder of record but hold the shares through a broker or nominee (i.e., in street name), you may vote your shares in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend our Annual Meeting, we recommend that you also submit your proxy or voting instructions prior to the Annual Meeting as described above so that your vote will be counted if you later decide not to attend our Annual Meeting.

How can I access the proxy materials over the Internet?

Our proxy materials and our 2021 Annual Report to Stockholders are available at www.proxyvote.com or on our website at www.globalindustrial.com.

How may I obtain a paper copy of the proxy materials?

The Notice of the Internet Availability of the proxy materials provides instructions about how to obtain a paper copy of the proxy materials. If you did not receive the Notice, you will receive a paper copy of the proxy materials by mail.

Who pays the costs of soliciting proxies?

We will pay the cost of solicitation of proxies. In addition to the solicitation of proxies through the Internet or by mail, solicitations may also be made by personal interview, fax and telephone. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy material to their principals and we will reimburse them for expenses in so doing. Consistent with our voting procedure, directors, officers and other regular employees of the Company may also request the return of proxies by telephone or fax, or in person.

What is “householding”?

SEC rules allow us to send a single copy of the proxy materials or the Notice of Internet Availability of Proxy Materials to multiple stockholders sharing the same address and last name, or who we reasonably believe are members of the same family in a manner provided by such rules. This practice is referred to as “householding” and we use this process to achieve savings of paper and mailing costs.

How can I find voting results of our Annual Meeting?

We will announce preliminary voting results at our Annual Meeting and we will publicly disclose the results on a Form 8-K within four business days of our Annual Meeting, as required by SEC rules.


Proposal No. 1 – Election of Directors

At our Annual Meeting, eight directors are to be elected to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualify. All nominees are current Global Industrial Board members who were elected by stockholders at the 2021 Annual Meeting.

There are no family relationships among any of our directors or executive officers or nominees for director or executive officer, except that Messrs. Richard, Bruce and Robert Leeds are brothers. Except as disclosed herein, there were no arrangements or understandings between any director or nominee for director and any other person pursuant to which such person was selected as a director or nominee for director.

The accompanying proxy will be voted FOR the election of the Board’s nominees unless contrary instructions are given. If any Board nominee is unable to serve, which is not anticipated, the persons named as proxies intend to vote, unless the Board reduces the number of nominees, for such other person or persons as the Board may designate.

When voting by proxy with respect to the election of directors, stockholders may vote in favor of all nominees, withhold their votes as to all nominees or withhold their votes for specific nominees.


Richard Leeds

Executive Chairman

Director Since: 1995 Age: 62

Richard Leeds joined Global Industrial in 1982 and served as our Chairman and CEO from April 1995 until becoming our Executive Chairman in March 2016. He also served as President of our Industrial Products Group until 2011. Mr. Leeds was selected to serve as Executive Chairman of our Board due to his experience and depth of knowledge of Global Industrial and the direct marketing and industrial products industries, his role in developing and managing our business strategies and operations, as well as his exceptional business judgment and leadership qualities.


Bruce Leeds

Vice Chairman

Director Since: 1995 Age: 66

Bruce Leeds joined Global Industrial in 1977 and has served as our Vice Chairman since April 1995. He also served as President of our International Operations until 2005. Mr. Leeds was selected to serve as a director on our Board due to his experience and depth of knowledge of Global Industrial and the direct marketing and industrial products industries, his role in developing and managing our business strategies and operations, his experience in international business, as well as his exceptional business judgment.


Robert Leeds

Vice Chairman

Director Since: 1995 Age: 66

Robert Leeds joined Global Industrial in 1977 and has served as our Vice Chairman since April 1995. He also served as President of our Domestic Operations until 2005 and as Chief Executive of the North American Technology Products Group from 2013 to 2015. Mr. Leeds has served as a director since April 1995. Mr. Leeds was selected to serve as a director on our Board because of his experience and depth of knowledge of Global Industrial and the direct marketing and industrial products industries, his role in developing and managing our business strategies and operations, as well as his exceptional business judgment.


Barry Litwin

Chef Executive Officer

Director Since: 2017 Age: 55

Mr. Litwin was appointed Chief Executive Officer of Global Industrial in January 2019. Prior to joining Global Industrial, he was the Chief Executive Officer of Adorama, Inc., a leading multi-channel retailer of professional camera, audio, and video equipment. Previous executive roles included overseeing e-commerce and marketing for Sears Holdings, Inc., Office Depot, and Newark Electronics, Inc., in addition to serving as an advisor to several early stage digital and technology companies. Mr. Litwin graduated from Indiana University with a BS degree, and earned an MBA in Operations from Loyola University, Quinlan School of Business in 1992. Mr. Litwin was selected to serve as a director on our Board due to his e-commerce and direct marketing expertise.


Chad M. Lindbloom

Independent Director

Director Since: 2017 Age: 57

Mr. Lindbloom was employed by C.H. Robinson Worldwide, Inc. – one of the world’s largest third-party logistics providers – from June 1990 through March 2018 in various roles, including Chief Information Officer, Chief Financial Officer and Controller. Mr. Lindbloom received a BS and MBA from the Carlson School of Management at the University of Minnesota. Mr. Lindbloom was selected to serve as a director on our Board due to his supply chain and logistics expertise, as well as his skills relating to financial statement and accounting matters.


Paul S. Pearlman

Independent Director

Director Since: 2019 Age: 68

Since March 2020, Mr. Pearlman has been a partner in Zeughauser Group, LLC, a nationally prominent law firm and management consulting firm. From August 2000 through December 2019, Mr. Pearlman was the Managing Partner of Kramer Levin Naftalis & Frankel LLP, a New York City headquartered international law firm, and Mr. Pearlman continued to serve as Counsel, Managing Partner Emeritus in the firm until January 31, 2022. Prior thereto, he was a partner in the firm practicing in the areas of private equity and corporate restructuring. Mr. Pearlman is a 1978 cum laude graduate of St. John’s University School of Law and a 1975 graduate of George Washington University. Mr. Pearlman was selected to serve as a director on our Board due to his business and legal experience and acumen as well as his management, financial and leadership skills as the head of a prominent international law firm.


Lawrence Reinhold

Independent Director

Director Since: 2009 Age: 62

Lawrence Reinhold joined Global Industrial as its Chief Financial Officer in January 2007 and served as President and CEO from March 2016 through January 2019. In January 2019, Mr. Reinhold entered into a two-year consulting agreement with Global Industrial. Mr. Reinhold was previously the CFO of several publicly traded technology companies and a partner with PricewaterhouseCoopers. Mr. Reinhold is a Certified Public Accountant. Mr. Reinhold was selected to serve as a director on our Board due to his contributions while working at Global Industrial and his extensive experience and expertise in business, strategy, finance, accounting, SEC reporting, public company management, mergers and acquisitions and financial systems.


Robert D. Rosenthal

Independent Director

Director Since: 1995 Age: 73

Robert D. Rosenthal has been the lead independent director since October 2006. Mr. Rosenthal is Chairman and Chief Executive Officer of First Long Island Investors LLC, which he co-founded in 1983. Mr. Rosenthal is the Chairman and CEO of a wealth management company that invests in numerous public companies and is also an attorney and member of the bar of the State of New York. Mr. Rosenthal is a 1971 cum laude graduate of Boston University and a 1974 graduate of Hofstra University Law School. Mr. Rosenthal was selected to serve as a director on our Board due to his financial, investment and legal experience and acumen.

The Board Recommends That You Vote "FOR" the Election

of All the Director Nominees (Proposal No. 1)


Corporate Governance


Corporate Governance Overview

The business and affairs of the Company are managed under the direction of our Board, as provided by Delaware law, and the Company conducts its business through meetings of the Board and its three independent committees: the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee.

We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Some notable features of our corporate governance are summarized as follows:


WHAT WE DO:		WHAT WE DON'T DO:
✓	Board Composed 50% of Independent Directors, Committees Composed 100% of Independent Directors: Our Board is composed 50% of independent directors. Our Board’s principal committees, Audit, Compensation, and Nominating/Corporate Governance, are composed entirely of independent directors.	X	No Supermajority Voting Requirements: The Company does not have any supermajority voting provisions in its organizational documents.
✓	Annual Board and Committee Self-Evaluations: The Board and each of its principal committees conduct annual evaluations to determine whether it and its committees are functioning effectively. As part of this annual self-evaluation, the Board evaluates whether the current leadership structure continues to be optimal for Global Industrial and our stockholders.	X	No Poison Pill: The Company does not have a “poison pill” or a stockholder rights plan in place.
✓	Regular Executive Sessions of Independent Directors: Our Lead Independent Director and the other independent directors of our Board are actively involved in corporate governance matters and, as with each of the Board’s principal committees, routinely meet in executive session without management several times during the year.	X	No Classified Board: All of our directors are elected annually for one-year terms and require a plurality vote to be reelected.
✓	Active Board Oversight of Risk Management: The Board is responsible for the oversight of the Company’s risk management process. Risk management is a recurring Board quarterly agenda item and is considered an essential part of business and operations planning.	X	No Material Restrictions on Stockholder Rights: There are no material restrictions on our stockholders’ right to call special meetings.
✓	Strong Lead Independent Director, Elected Annually by and from the Independent Directors: We have an independent Lead Director, who presides over the executive sessions of the independent directors and, as needed, acts as principal interlocutor between the independent and non-independent directors.	X	No Overboarded Directors: None of our directors serve on any other public company board, enabling them to bring sufficient focus and commitment to oversight of the Company's strategy and operations.


Commitment to Stockholder Engagement

We appreciate and value the feedback of our stockholders and engage with them throughout the year, not just in advance of proxy season. Specifically, we invite the input of our stockholders to better appreciate their perspectives on governance, ESG, performance and strategic issues. We accord great weight to our stockholders’ concerns. As evidence of this, in response to shareholder feedback in 2021, the Nominating/Corporate Governance Committee adopted an affirmative commitment to endeavor to include diversity criteria in future Board candidate pools. Also, responsive to our ongoing dialogue with our stockholders, we have transformed our senior leadership team with an eye to meeting both business strategic, and diversity, objectives. Since Mr. Litwin’s appointment as CEO in January 2019, diversity of gender on the Company’s senior leadership team (comprising our Senior Vice Presidents) has increased by over 20 percentage points.

We will continue to engage with our investors to receive constructive feedback on governance and other topics and to provide disclosure to our stockholders detailing our progress in these pursuits.


Corporate Governance Documents

We maintain a corporate governance page on our website that includes key documents relating to our corporate governance, including our:

• Corporate Governance Guidelines and Principles;

• Corporate Ethics Policy;

• Charter of the Audit Committee;

• Charter of the Compensation Committee; and

• Charter of the Nominating/Corporate Governance Committee.

Each of these corporate governance documents is available on our website, www.globalindustrial.com, under “Investor Relations—Governance—Governance Documents.” The documents noted above will also be provided without charge to any stockholder who requests them. We regularly review our corporate governance policies, monitor emerging developments in corporate governance, and enhance our policies and procedures to conform with current thinking on best practices when our Board determines that it would benefit our Company and our stockholders to do so.


Board Composition

Our Board currently consists of eight members, four of whom are independent under the rules of the SEC and NYSE. Our Board is led by Executive Chairman Richard Leeds and Vice Chairmen Bruce Leeds and Robert Leeds. Our independent directors have designated Robert Rosenthal to be the Lead Independent Director.


Board Leadership Structure

Although the Board does not have an express policy on whether or not the roles of CEO and Executive Chairman of the Board should be separate and if they are to be separate, whether the Executive Chairman of the Board should be selected from the non-management directors or be an employee, the Board believes that it should have the flexibility to make a determination from time to time in a manner that is in the best interests of Global Industrial and our stockholders at the time of such determination.

Our Board believes that the most effective Board leadership structure for Global Industrial at present is for the roles of CEO and Executive Chairman of the Board to be separate. Further, the Board believes that our Executive Chairman and two Vice Chairmen should also have management roles, so that our Executive Chairman and Vice Chairmen

remain in closer touch with the operations of our business and, together with our CEO, can focus their attention on different aspects of the strategic and operational mission of Global Industrial, according to their respective areas of expertise.

The Board believes that the independent directors provide effective oversight of management. Moreover, in addition to feedback provided during Board meetings, the independent directors have regular executive sessions. Following an executive session of independent directors, the Lead Independent Director acts as a liaison between the independent directors and the Executive Chairman regarding any specific feedback or issues, provides the Executive Chairman with input regarding agenda items for Board and Committee meetings, and coordinates with the Executive Chairman regarding information to be provided to the independent directors in performing their duties.

Our Corporate Governance Guidelines provide the flexibility for our Board to modify or continue our leadership structure in the future, as it deems appropriate.


Identification and Evaluation of Director Candidates

The Nominating/Corporate Governance Committee solicits recommendations for Board candidates from a number of

sources, including our current directors, our officers and individuals personally known to the members of the Board. The Nominating/Corporate Governance Committee will consider candidates submitted by stockholders when submitted in accordance with our bylaws and applicable law. The Nominating/Corporate Governance Committee will consider all candidates identified through the processes described above and will evaluate each of them on the same basis. The level of consideration that the Nominating/Corporate Governance Committee will extend to a stockholder’s candidate will be commensurate with the quality and quantity of information about the candidate that the nominating stockholder makes available to the Nominating/Corporate Governance Committee.

In nominating candidates, the Nominating/Corporate Governance Committee takes into consideration such factors as it deems appropriate, such as the experience, skills and background of candidates that are likely to complement the Board’s existing composition of continuing directors and facilitate and enhance the Board’s ability to oversee and monitor Global Industrial's business and affairs. While a candidate’s overall ability and experience will determine the candidate’s suitability, the Nominating/Corporate Governance Committee’s assessment of director candidates places primary emphasis on the following criteria:

•for non-management directors, independence;

•personal and professional ethics, integrity, values and judgment;

•leadership skills;

•strategic thinking;

•ability and willingness to devote sufficient time to carrying out the duties and responsibilities of the Board;

•breadth of knowledge about matters affecting the industry;

•the needs of the Company with respect to the particular talents and experience of its directors and the interplay of the candidate’s experience with that of other Board members; and

•diversity of viewpoints, backgrounds and experience.


Board Experience and Skills

We believe that the current mix of independent directors and non-independent directors that make up our Board, along with the independent oversight of our Lead Independent Director, benefits Global Industrial and our stockholders. Our director nominees represent a range of perspectives, including with respect to attributes, skills, and experience, as detailed below. A particular director nominee may possess additional experience, attributes, or skills, even if not indicated below.


			Experience and Skills			% of Directors
			Business Management/Executive Leadership Experience Directors with prior experience in executive leadership positions bring the qualifications and skills to develop and oversee our strategy, to create and drive long-term value, and to identify, motivate, and retain individual leaders.			100%
			Business Ethics A high level of understanding of business ethics is critical to a director’s oversight function on the Board.			100%
			Corporate Governance/Public Company Experience Directors who have served on other public company boards have experience overseeing and providing insight and guidance to management and bring critical knowledge of governance to our organization.			100%
			Risk Assessment and Risk Management Directors with experience assessing and managing risk bring skills critical to the Board’s oversight of our risk assessment and risk management programs.			100%
			Industry Knowledge and Experience Directors with leadership and/or operational experience in industries relevant to our business bring practical understanding of our business and effective oversight of implementation of strategy.			75%
			Financial, Audit and Accounting Expertise Financial, audit and accounting expertise, particularly knowledge of finance and financial reporting processes, is critical to understanding and evaluating our capital structure and overseeing the preparation of our financial statements and internal controls over financial reporting.			50%


Board and Committee Performance Self-Evaluations

To optimize the performance of the Board and its committees each year, the Board and its principal committees conduct a robust annual self-assessment that elicits candid feedback on the performance and effectiveness of the Board and its principal committees, as well as on the efficacy of the self-evaluation process itself. As part of this self-assessment, directors are asked to consider the Board’s composition and structure, key responsibilities, and meetings, among other criteria. Each committee separately conducts its own assessment, and in assessing its structure and performance, considers its role and the responsibilities articulated in its committee charter, the composition of the committee and the conduct of committee meetings. Throughout the year, the Board and each of its principal committees routinely use a portion of their regularly scheduled executive sessions to examine the degree and effectiveness of their oversight functions and continually explore opportunities for self-improvement.


Director Independence

In connection with its annual review of director independence, the Board has determined that each of Messrs. Lindbloom, Pearlman, Reinhold and Rosenthal has no material relationship with Global Industrial (directly or as a partner, stockholder, or officer of an organization that has a relationship with Global Industrial) and meets the standards for independence required by the NYSE and SEC rules. The Board has not adopted any other categorical standards of materiality for independence purposes.

Among other factors, the Board based its determination on:

ü the absence of any of the express disqualifying criteria relating to director independence set forth in Section 303A of the Corporate Governance Rules of the NYSE;

ü the criteria for independence required of audit committee directors by Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

ü information provided by the directors to Global Industrial, which did not indicate any relationships (e.g., commercial, industrial, banking, consulting, legal, accounting, charitable, or familial) which would impair the independence of any of the non-management directors.

In making its determination, the Board took into consideration that: (i) certain Global Industrial directors and executive officers have each invested funds with or through a private investment firm, of which Mr. Rosenthal is Chairman and CEO (and which firm receives fees in respect of such investments), and may continue to do so in the future; and (ii) Mr. Rosenthal is on the board of directors or is a trustee of several entities that are part of the Northwell Health complex of hospitals, clinics and healthcare providers, to which Global Industrial sells products on an arm’s length basis, without Mr. Rosenthal’s involvement, and that Mr. Rosenthal has no financial or other interest in any such transactions. The Board (in each case with Mr. Rosenthal and the investing directors being recused) determined that neither such relationship was material to Mr. Rosenthal or the Company and does not affect his independence.

As a “controlled company,” Global Industrial is exempt from the NYSE requirement that listed companies have a majority of independent directors. A “controlled company” is defined by the NYSE as a company of which more than 50% of the voting power for the election of directors is held by an individual, group or other company. Global Industrial is a “controlled company” in that more than 50% of the voting stock for the election of directors of Global Industrial, in the aggregate, is owned by certain members of the Leeds family (including Messrs. Richard, Bruce and Robert Leeds, each of whom is an officer and director of Global Industrial) and certain Leeds family trusts and other entities controlled by them (collectively, the “Leeds Group”). The members of the Leeds Group have entered into a Stockholders Agreement with respect to certain shares they each own. For more information, see Transactions with Related Persons on page 67 of this Proxy Statement.


Risk Oversight

Board’s Role in Risk Oversight

Our Board as a whole is responsible for overseeing our risk management process. The Board focuses on our general risk management strategy, the most significant risks facing Global Industrial, and seeks to ensure that appropriate risk mitigation strategies are implemented by management.

Risk management is a recurring Board quarterly agenda item, and is considered part of business and operations planning.

Delegation to Board Committees

The Board has delegated to each of its principal committees oversight of certain aspects of our risk management process.

Among its duties, the Audit Committee reviews with management (a) processes with respect to risk assessment and management of risks that may be material to Global Industrial, (b) our system of disclosure controls and system of internal controls over financial reporting, and (c) our compliance with legal and regulatory requirements.

The Compensation Committee is responsible for considering and working together with the Audit Committee regarding the compensation policies for all our employees in the context of how such policies affect and promote our risk management goals and objectives.

The Nominating/Corporate Governance Committee is responsible for overseeing any transactions between the Company and any related party and any other potential conflicts of interest situations on an ongoing basis in accordance with Company's policies and procedures.

All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Day-to-Day Risk Management

Our senior management is responsible for day-to-day risk management.

Our Internal Audit Department serves as the primary monitoring and testing function for company-wide policies and procedures and manages the day-to-day oversight of the risk management strategy for the ongoing business of Global Industrial. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels. The Internal Auditor reports directly to our Audit Committee quarterly, and works closely with our CFO on matters that may impact our exposure to risk.

We believe the division of risk management responsibilities described above is an effective strategy for addressing the risks facing Global Industrial and that our Board leadership structure supports this approach.


No Director Overboarding

In order to stay aligned with best practices and to ensure the appropriate level of commitment, we endeavor to ensure that our Board members are not overboarded. None of our directors serve on any other public company board, enabling them to bring sufficient focus and commitment to oversight of the Company's strategy and operations.


New Director Orientation

Orientation and onboarding of new directors is overseen by the Nominating/Corporate Governance Committee. New directors are required to complete a series of annual compliance questionnaires and financial disclosures, as well as familiarize themselves with the Company’s governance practices and procedures. As opportunities and pandemic conditions allow, directors are encouraged to participate in on-site facilities tours to gain a heightened understanding of the Company’s operations.


Board Meetings

Our Board held 11 meetings in fiscal year 2021. All of the directors attended at least 75% of the meetings of the Board and the respective committees of the Board on which they were members.

At last year’s annual meeting of stockholders held on June 7, 2021, two directors attended the meeting. We do not have a policy with regards to directors’ attendance at our annual meeting of stockholders.


Meetings of Non-Management Directors

The NYSE requires the "non-management directors," or independent directors, of a NYSE-listed company to meet at regularly scheduled executive sessions without management and to disclose in their annual proxy statements:

Ø the name of the non-management director who is chosen to preside at all regularly-scheduled executive sessions of the non-management members of the Board of Directors; and

Ø a method for all interested parties to communicate directly with the presiding director or with the non-management directors as a group (this method is described below under “Communicating with the Board”).

The Board’s non-management, or independent, directors meet separately in executive sessions, chaired by the Lead Independent Director (currently Mr. Rosenthal), at least quarterly.


Lead Independent Director

Our bylaws require the Board’s independent directors to elect one independent director to serve as the Lead Independent Director. The independent directors have designated Mr. Rosenthal to serve as the Company’s Lead Independent Director.

In addition to presiding at executive sessions of non-management directors, the Lead Independent Director has the responsibility of coordinating the activities of the independent directors, and performing the following functions:

Ø advising the Executive Chairman of the Board as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the day-to-day management of Global Industrial’s operations;

Ø providing the Executive Chairman with input as to the preparation of agendas for the Board and committee meetings;

Ø advising the Executive Chairman as to the quality, quantity, and timeliness of the flow of information from our management that is necessary for the independent directors to effectively and responsibly perform their duties, and although our management is responsible for the preparation of materials for the Board, the Lead Independent Director may specifically request the inclusion of certain material;

Ø recommending to the Executive Chairman the retention of consultants who report directly to the Board;

Ø assisting the Board and our officers in assuring compliance with and implementation of the Company’s various corporate governance policies, procedures and protocols; and taking principal responsibility for recommending revisions to the corporate governance policies;

Ø coordinating and developing the agenda for, and moderating executive sessions of, the independent directors of the Board, and acting as principal liaison between the independent directors and the Executive Chairman on select issues; and

Ø recommending to the Executive Chairman, on behalf of the Nominating/Corporate Governance Committee, the membership of the various Board committees.


Communicating with the Board

Stockholders and other interested parties may communicate with the Board, any committee of the Board, any individual director (including the Lead Independent Director) or the independent directors as a group, by directing communication to:


			investinfo@globalindustrial.com

			Office of the Corporate Secretary Global Industrial Company 11 Harbor Park Drive Port Washington, NY 11050

Communications from stockholders will be distributed to the entire Board unless addressed to a particular committee, director or group of directors. The Corporate Secretary will not distribute communications that are unrelated to the duties of the Board, such as spam, junk mail, mass mailings, business solicitations and advertisements.


Committees of the Board

The Board has a standing Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee. In addition, the Board has an Executive Committee empowered to act for the Board in certain circumstances, but the Executive Committee did not exercise such power in 2021. For more information, see Executive Committee on page 26 of this Proxy Statement.

Committee Composition

Independent

Audit

Committee*

Compensation Committee

Nominating/Corporate Governance Committee

Executive
Committee

Richard Leeds

Bruce Leeds

Robert Leeds

Chad M. Lindbloom

Yes

Paul S. Pearlman

Yes

Robert D. Rosenthal

Yes

* All members of the Audit Committee have been determined by our Board to be Audit Committee Financial Experts within the meaning of applicable SEC regulations and in compliance with NYSE requirements.

KEY:

= Member

= Chairman

Audit Committee

Number of Meetings Held in Fiscal Year 2021: Eight

The Audit Committee is appointed by the Board to assist the Board with oversight of:

Ø the integrity of our financial statements;

Ø our compliance with legal and regulatory requirements;

Ø the independence and qualifications of our external auditors; and

Ø the performance of our internal audit function and external auditors.

It is the Audit Committee’s responsibility to retain or terminate our independent registered public accountants, which audit our financial statements, and to prepare the Audit Committee report that the SEC requires to be included in our annual proxy statement. For more information, see Report of the Audit Committee on page 63 of this Proxy Statement.

As part of its activities, the Audit Committee meets with our auditors at least annually to review the scope and results of the annual audit and quarterly to discuss the review of the quarterly financial results.

In addition, the Audit Committee receives and considers the independent registered public accountants’ comments and recommendations as to internal controls, accounting staff, management performance and audit procedures.

The Audit Committee is also responsible for establishing procedures for:

Ø the receipt, retention and treatment of complaints received by Global Industrial regarding accounting, internal accounting controls and audit matters; and

Ø the confidential, anonymous submission by employees of Global Industrial of concerns regarding questionable accounting or audit matters.

In addition, the Audit Committee is responsible for reviewing, and discussing with management and reporting to the Board regularly, our risk assessment and risk management processes, although it is senior management’s responsibility to assess and manage our exposure to risk under the oversight of the Board.

In addition, the Audit Committee works together with the Compensation Committee to ensure that our compensation policies address and promote our risk management goals and objectives. The Audit Committee also discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Board has determined that Messrs. Lindbloom, Pearlman and Rosenthal are qualified as audit committee financial experts within the meaning of applicable SEC regulations and the Board has determined that each of them has accounting and related financial management expertise under the rules of the NYSE.

Global Industrial does not have a standing policy on the maximum number of audit committees of other publicly owned companies on which the members of the Audit Committee may serve. However, if a member of the Audit Committee simultaneously serves on the audit committee of more than two other publicly-owned companies, the Board must determine whether such simultaneous service would impair the ability of such member to effectively serve on the Company's Audit Committee. Any such determination will be disclosed in our annual Proxy Statement. Currently no member of the Company's Audit Committee serves on the audit committee of more than two other publicly-owned companies.

Compensation Committee

Number of Meetings Held in Fiscal Year 2021: Six

The Compensation Committee’s responsibility is to review and approve corporate goals relevant to the compensation of the CEO and, after an evaluation of the CEO’s performance in light of such goals, to set the compensation of the CEO.

The Compensation Committee also approves:

Ø the annual compensation of the other executive officers of Global Industrial;

Ø the annual compensation of certain select vice presidents and managers of Global Industrial's business; and

Ø all individual stock-based incentive grants.

The Compensation Committee is also responsible for reviewing and making periodic recommendations to the Board with respect to the general compensation, benefits and perquisite policies and practices of Global Industrial including our incentive-based and equity-based compensation plans. The Compensation Committee also prepares an annual report on executive compensation for inclusion in our annual Proxy Statement. For more information, see Compensation Committee Report on page 52 of this Proxy Statement. The Compensation Committee also reviews and approves the performance and compensation of our Executive Chairman and Vice Chairmen.

In addition, it is the Compensation Committee’s responsibility to consider, and work together with the Audit Committee to ensure our compensation policies address and promote our risk management goals and objectives.

Nominating/Corporate Governance Committee

Number of Meetings Held in Fiscal Year 2021: Five

The Nominating/Corporate Governance Committee’s responsibilities include, among other things:

Ø identifying individuals qualified to become Board members and recommending to the Board nominees to stand for election at any meeting of stockholders;

Ø identifying and recommending nominees to fill any vacancy, however created, on the Board; and

Ø developing and recommending to the Board a Corporate Ethics Policy and a set of Corporate Governance Guidelines and Principles (including director qualification standards, responsibilities and compensation) and periodically reviewing and amending them.

Diversity Commitment

The Nominating/Corporate Governance Committee looks for individuals who have very high integrity, significant business experience and a genuine interest in Global Industrial. We believe that each of the director nominees bring these qualifications to our Board. Moreover, they provide our Board with a diverse complement of specific business skills, experience and perspectives.

Executive Committee

Number of Meetings Held in Fiscal Year 2021: None

Among other duties as may be assigned by the Board from time to time, the Executive Committee is:

Ø authorized to oversee our operations;

Ø authorized to supervise our executive officers;

Ø authorized to review and make recommendations to the Board regarding our strategic direction; and

Ø authorized to review and make recommendations to the Board regarding possible acquisitions or other significant business transactions.

The Executive Committee is also authorized to manage the affairs of Global Industrial between meetings of the Board. The Executive Committee has all of the powers of the Board not inconsistent with any provisions of the Delaware General Corporation Law, our Certificate of Incorporation or bylaws or other resolutions adopted by the Board, but the Executive Committee did not exercise its power in 2021. The current members of the Executive Committee are Messrs. Richard Leeds, Bruce Leeds, Robert Leeds and Robert D. Rosenthal.


Corporate Social Responsibility

As our name suggests, we at Global Industrial think of our corporate responsibility in global terms. As citizens of a global community, we embrace responsible environmental, social and community stewardship as an essential part of our mission to build a successful business and to understand and exceed the expectations of our stakeholders, which include our associates, customers, suppliers, and stockholders. As stakeholder expectations change and evolve, including around environmental, social, and governance ("ESG") matters, we are committed to changing and evolving with them. We have a strong foundation upon which to do so, including investing in infrastructure and innovation, trusting and empowering our associates, supporting local communities in which our associates work and live, embracing a conservative approach to our own resource use, and providing products and services to our customers designed specifically to reduce resource consumption throughout their supply chains.


Environmental, Social and Governance ("ESG") Initiatives

Increased Board Oversight of ESG

Environmental

Environmental responsibility is an important aspect of our business mission. Associates at all levels are required to follow company procedures designed to comply with local, state and federal environmental laws and regulations. We strive to minimize the environmental impact of our operations in the communities in which we operate and to be mindful of conservation of natural resources. In addition, we continually work to reduce our environmental footprint through various sustainability initiatives, which include:

•Conversion to LED Lighting: Continuing a strategy that began several years ago, 60% of our U.S. distribution centers and our corporate headquarters have LED lighting (or are scheduled to have LED lighting installed by the end of 2022). LED lighting dramatically reduces the energy required to light our facilities, while decreasing attendant costs. In addition, when we convert a facility from fluorescent lighting to LED lighting, we recycle the fluorescent bulbs. Additionally, most of our lights are equipped with either motion sensors or have timers to further control energy consumption in our facilities.

•Migration to More Energy Efficient HVAC Sources: In designing our distribution centers and when upgrading our facilities, we look to use energy efficient HVAC sources, including split-unit HVAC systems, and high temperature and direct gas-fired air heaters. By preferentially using energy-saving HVAC systems, we have lowered the amount of greenhouse gases and carbon emitted from our facilities.

•Use of Programmable Thermostats: Most of our facilities use programmable thermostats with setbacks to control energy consumption. These thermostats are designed to be eco-friendly in that they help to decrease the greenhouse gas emissions associated with energy consumption at our facilities.

•Optimization of Package Size: In our distribution centers, we use a software platform that optimizes and reduces the size of cardboard boxes when packaging our products. The platform matches product size to box size to ensure that the products are shipped in the most efficient way possible using the least amount of materials.

•Cardboard Recycling: Each of our distribution centers has a cardboard recycling process in place. Recycling cardboard significantly reduces the volume of waste Global Industrial sends to landfills.

•Reduction of fuel emissions: In 2019, Global Industrial completed the installation of electric vehicle charging stations at our corporate headquarters. By installing the electric vehicle charging station, we are encouraging the use of renewable energy while decreasing our Company’s reliance on fossil fuels.

•Reduction in Paper Consumption: Global Industrial is continually reducing our reliance on paper transactions and documentation to embrace efficient digital and electronic recordkeeping processes.

•Maintenance of Workplace Flexibility and Telework Policies: Global Industrial has implemented workplace flexibility and telework policies and resources that provide associates the flexibility to balance business and personal needs, while reducing reliance on commuting, which reduces fuel consumption.

In addition to doing our fair share for the global environment, it is our hope that our demonstrated commitment to sustainability initiatives will serve as a positive model of corporate civic responsibility in the communities we serve, and stimulate analogous efforts among our stakeholders.

Social

As of December 31, 2021, we employed a total of approximately 1,480 associates, of whom 1,310 were in North America and 170 were in Asia. Global Industrial has not experienced work stoppages or labor unrest and we believe relationships with our employees are good.

Our Mission, Vision & Core Values

The Company's multi-year business strategy is focused on Accelerating the Customer Experience (“ACE”). The ACE strategy, which guides our actions across the business, and specifically in our customer end-to-end purchase, service, and delivery experience, has at its core building of customer loyalty and trust by addressing unique customer needs through a responsive and tailored sales, product, and service experience. As we strive to accelerate our customer experience, we have worked hard to advance the associate experience as well through our mission, vision and core values.

Mission: Our mission is to keep businesses going and growing with the right products, services, solutions and industrial strength advice to keep them safe and productive, making everyone’s job easier.

Vision Statement: Deliver an unrivaled business experience for our customers by knowing them better than anyone else, anticipating and meeting their needs and creating customer loyalty.

Core Values:

•Can-Do Attitude. We roll-up our sleeves and get things done. We are not spectators; we are doers and movers.

•Unafraid. We are unafraid to chart a new course, challenge the status quo, or try something new. We innovate, seeking to find a better way every day.

•Extra Chip in the Cookie. We deliver unexpected quality and value adding a “wow” factor to all we do.

•Customer End-to End Happiness. Every associate, whether directly or indirectly, touches the customer and is a brand ambassador.

•Turn on a Dime. We are nimble, responsive, and quickly pivot to meet emerging needs and solve “what’s next.”

•One Team. We collaborate and break down silos and we pitch in where and as needed. We do not stand by and let others fail; we work together as one team.

•Do What’s Right. We act with integrity, honestly and transparency. We never compromise our principles.

•Our Associates Matter. Every voice counts. Our people are our greatest advantage. No matter how big a project gets or whatever one’s contribution is, each associate matters.

•Free to Succeed. We believe in eliminating roadblocks on the way to personal achievement. Associates are free to “go” as far as they are willing to “grow,” and, in so doing, enhance the greater good.

We Support Our Associates’ Professional Development

We Support Our Associates' Health and Safety

Protocols we established to keep our employees safe include:

•Implementing Covid-19 related controls to address social distancing, intense cleaning of common areas, and enhanced use of personal protective equipment;

•Providing face masks, gloves and sanitizing products for employees’ use;

•Limiting all but essential travel for all employees;

•Providing paid time off for employees with suspected and confirmed Covid-19 illness and for contact tracing;

•Providing paid time off for employees to receive and recover from the Covid-19 vaccine;

•Providing incentive bonuses to encourage employees to become vaccinated;

•Restricting access to our facilities to essential visitor personnel; and

•Implementing remote work and in-office rotation policies to effect social distancing.

We Support a Positive Work Culture for our Associates

We Support Community Outreach

Global Industrial's mission of social responsibility extends outward as well to include the communities we serve. The greatest contribution we believe we can make is to serve our customers and create opportunities for our associates within these communities. Over the years, Global Industrial has supported dozens of local and national non-profit organizations through charitable contributions and in-kind donations. 

SEC Form DEF 14A filed by Global Industrial Company