MSC Industrial (NYSE: MSM) sets stipend and bonus for interim CFO

Rhea-AI Filing Summary

MSC Industrial Direct Co., Inc. filed an amended report to provide compensation details for Greg Clark in his role as interim Chief Financial Officer. Effective August 10, 2025, he will receive an annual salary stipend of $110,000, prorated for any partial service period. For the company’s fiscal year 2026, his annual bonus target is set at 50% of the combined amount of his base salary and this stipend, aligning his pay with the added responsibilities of the interim CFO position. All other terms related to his appointment and the prior CFO’s resignation remain unchanged from the earlier disclosure.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

0001003078FALSE00010030782025-07-222025-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K/A

(Amendment No. 1)

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

___________________________________

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

___________________________________

New York			1-14130			11-3289165
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

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

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

Not Applicable

(Former name or former address, if changed since last report)

___________________________________

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

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share			MSM			New York Stock Exchange

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

Emerging growth company    ☐

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

Explanatory Note

This Amendment No. 1 amends the Current Report on Form 8-K filed by MSC Industrial Direct Co. Inc. (the “Company”), on July 28, 2025 (the “Original 8-K”) regarding the resignation of Kristen Actis-Grande as Executive Vice President and Chief Financial Officer of the Company and the appointment of Greg Clark as interim Chief Financial Officer of the Company. The Company is filing this Amendment No. 1 to disclose details of Mr. Clark’s compensation as interim Chief Financial Officer that were not determined at the time of filing the Original 8-K. The other disclosures in the Original 8-K remain the same and are not amended hereby.

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

On August 19, 2025, the Compensation Committee of the Board of Directors of the Company approved the following changes to Mr. Clark’s compensation package in connection with his appointment as interim Chief Financial Officer of the Company: (i) effective August 10, 2025, an annual salary stipend of $110,000, prorated for Mr. Clark’s partial service as interim Chief Financial Officer during any partial period; and (ii) an annual bonus target percentage for the Company’s fiscal year 2026 of 50% of the cumulative sum of his base salary and annual stipend.

2

SIGNATURE

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

						MSC INDUSTRIAL DIRECT CO., INC.
Date:			August 25, 2025			By:			/s/ NEAL DONGRE
						Name:			Neal Dongre
						Title:			Senior Vice President, General Counsel and Corporate Secretary

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FAQ

What change does MSC Industrial Direct (MSM) disclose in this 8-K/A?

MSC Industrial Direct updates compensation details for interim CFO Greg Clark. The filing specifies his additional annual stipend and bonus target related to his interim role, while confirming that all other aspects of the earlier disclosure remain unchanged.

How much additional stipend will MSC Industrial Direct’s interim CFO receive?

Greg Clark will receive an annual salary stipend of $110,000 effective August 10, 2025. The stipend will be prorated for any partial period he serves as interim Chief Financial Officer, reflecting compensation specifically tied to his interim responsibilities.

What is Greg Clark’s bonus target as interim CFO of MSC Industrial Direct (MSM)?

For fiscal 2026, Greg Clark’s annual bonus target is set at 50% of the cumulative sum of his base salary and the interim CFO stipend. This structure ties his incentive compensation directly to his total interim pay package.

Does this MSC Industrial Direct 8-K/A change the prior CFO resignation disclosure?

No, the amendment does not change the previously reported resignation of Kristen Actis-Grande or Greg Clark’s appointment as interim CFO. It only adds specific information about Clark’s compensation package that was not determined when the original report was filed.

From what date is Greg Clark’s interim CFO stipend effective at MSC Industrial Direct?

Greg Clark’s interim Chief Financial Officer stipend is effective from August 10, 2025. The company notes that this $110,000 annual stipend will be prorated to match the actual length of his interim service period during any partial year.