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.


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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.






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