W.W. GRAINGER, INC., DEF 14A filed on 3/14/2024
Proxy Statement (definitive)
v3.24.0.1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name W.W. Grainger, Inc.
Entity Central Index Key 0000277135
v3.24.0.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
​
Year
​ ​ ​
Summary
Compensation
Table
Total for
PEO(1)
​ ​ ​
Compensation
Actually
Paid to
PEO(1)(2)(3)
​ ​ ​
Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs(1)
​ ​ ​
Average
Compensation
Actually
Paid to
Non-PEO
NEOs(1)(2)(3)
​ ​ ​
Value of Initial
Fixed $100
Investment
Based On:(4)
​ ​ ​
Net
Income
($MM)
​ ​ ​
Adjusted
ROIC(5)
(CSM)
​ ​ ​
Daily Sales
Growth(5)
(Supplemental
Measure)
​
​
TSR
​ ​ ​
Peer
Group
TSR
​ ​
​ 2023 ​ ​ ​ ​ ​ $10,160,673 ​ ​ ​ ​ ​ ​ $23,002,860 ​ ​ ​ ​ ​ ​ $3,042,195 ​ ​ ​ ​ ​ ​ $4,822,536 ​ ​ ​ ​ ​ ​ $259 ​ ​ ​ ​ ​ ​ $223 ​ ​ ​ ​ ​ ​ $1,829 ​ ​ ​ ​ ​ ​ 42.8% ​ ​ ​ ​ ​ ​ 9.2% ​ ​
​ 2022 ​ ​ ​ ​ ​ $9,967,658 ​ ​ ​ ​ ​ ​ $14,293,346 ​ ​ ​ ​ ​ ​ $3,121,115 ​ ​ ​ ​ ​ ​ $3,736,729 ​ ​ ​ ​ ​ ​ $172 ​ ​ ​ ​ ​ ​ $151 ​ ​ ​ ​ ​ ​ $1,547 ​ ​ ​ ​ ​ ​ 40.6% ​ ​ ​ ​ ​ ​ 16.5% ​ ​
​ 2021 ​ ​ ​ ​ ​ $9,015,594 ​ ​ ​ ​ ​ ​ $16,301,335 ​ ​ ​ ​ ​ ​ $2,138,920 ​ ​ ​ ​ ​ ​ $2,891,203 ​ ​ ​ ​ ​ ​ $158 ​ ​ ​ ​ ​ ​ $170 ​ ​ ​ ​ ​ ​ $1,043 ​ ​ ​ ​ ​ ​ 31.9% ​ ​ ​ ​ ​ ​ 12.8% ​ ​
​ 2020 ​ ​ ​ ​ ​ $7,475,378 ​ ​ ​ ​ ​ ​ $14,661,338 ​ ​ ​ ​ ​ ​ $2,003,159 ​ ​ ​ ​ ​ ​ $3,002,624 ​ ​ ​ ​ ​ ​ $123 ​ ​ ​ ​ ​ ​ $125 ​ ​ ​ ​ ​ ​ $695 ​ ​ ​ ​ ​ ​ 28.2% ​ ​ ​ ​ ​ ​ 3.5% ​ ​
​
(1)
D.G. Macpherson was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
​
​
2020
​ ​ ​
2021
​ ​ ​
2022
​ ​ ​
2023
​
​
Thomas B. Okray
​ ​ ​
Deidra C. Merriwether
​ ​ ​
Deidra C. Merriwether
​ ​ ​
Paige K. Robbins
​
​
John L. Howard
​ ​ ​
Paige K. Robbins
​ ​ ​
Paige K. Robbins
​ ​ ​
Deidra C. Merriwether
​
​
Paige K. Robbins
​ ​ ​
John L. Howard
​ ​ ​
John L. Howard
​ ​ ​
Nancy L. Berardinelli-Krantz
​
​
Deidra C. Merriwether
​ ​ ​
Kathleen S. Carroll
​ ​ ​
Kathleen S. Carroll
​ ​ ​
Matthew E. Fortin
​
​ ​ ​ ​ ​
Robert F. O’Keef, Jr
​ ​ ​ ​ ​ ​ ​
Kathleen S. Carroll
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
John L. Howard
​
​
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K of the Exchange Act and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 3 below.
​
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
​
​
Year
​ ​ ​
Summary Compensation
Table Total
for Mr. Macpherson
​ ​ ​
Exclusion of Stock
Awards and Option
Awards for Mr. Macpherson
​ ​ ​
Total—Inclusion of
Equity Values for
Mr. Macpherson
​ ​ ​
Compensation
Actually Paid to
Mr. Macpherson
​
​
2023
​ ​ ​ ​ ​ $10,160,673 ​ ​ ​ ​ ​ ​ ($6,631,385) ​ ​ ​ ​ ​ ​ $19,473,572 ​ ​ ​ ​ ​ ​ $23,002,860 ​ ​
​
Year
​ ​ ​
Average Summary
Compensation Table
Total for
Non-PEO NEOs
​ ​ ​
Average Exclusion
of Stock Awards
and Option Awards for
Non-PEO NEOs
​ ​ ​
Total—Average
Inclusion of
Equity Values for
Non-PEO NEOs
​ ​ ​
Average Compensation
Actually Paid to
Non-PEO NEOs
​
​
2023
​ ​ ​ ​ ​ $3,042,195 ​ ​ ​ ​ ​ ​ ($1,609,252) ​ ​ ​ ​ ​ ​ $3,389,593 ​ ​ ​ ​ ​ ​ $4,822,536 ​ ​
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The amounts reported in the total columns reflect rounding, which may result in slight variations when compared with the sum of the components listed in the tables:
PEO:
​
Year
​ ​ ​
Year End Fair
Value of Equity
Granted During
the Covered Year
that are
Outstanding and
Unvested at the
Covered Year
End
​ ​ ​
Change in Fair
Value from
Last Day of
Prior Year to
Covered Year
End of
Unvested
Equity Awards
​ ​ ​
Vesting-Date
Fair Value of
Equity Awards
Granted During
the Covered
Year that Vested
During the
Covered Year
​ ​ ​
Change in Fair
Value from Last
Day of Prior
Year to Covered
Year End Equity
Awards that
Vested During
the Covered Year
​ ​ ​
Dividends/​
Earnings Paid
on Awards in
the Covered
Year
​ ​ ​
Inclusion
of Equity
Values
​
​
2023
​ ​ ​ ​ ​ $8,646,331 ​ ​ ​ ​ ​ ​ $6,875,049 ​ ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ ​ $3,873,700 ​ ​ ​ ​ ​ ​ $78,492 ​ ​ ​ ​ ​ ​ $19,473,572 ​ ​
Non-PEO NEOs (Average):
​
Year
​ ​ ​
Year End Fair
Value of Equity
Granted During
the Covered Year
that are
Outstanding and
Unvested at the
Covered Year
End
​ ​ ​
Change in Fair
Value from
Last Day of
Prior Year to
Covered Year
End of
Unvested
Equity Award
​ ​ ​
Vesting-Date
Fair Value of
Equity Awards
Granted During
the Covered
Year that Vested
During the
Covered Year
​ ​ ​
Change in Fair
Value from Last
Day of Prior
Year to Covered
Year End Equity
Awards that
Vested During
the Covered Year
​ ​ ​
Dividends/​
Earnings Paid
on Awards in
the Covered
Year
​ ​ ​
Inclusion
of Equity
Values
​
​
2023
​ ​ ​ ​ ​ $1,833,122 ​ ​ ​ ​ ​ ​ $1,003,094 ​ ​ ​ ​ ​ ​ $205,658 ​ ​ ​ ​ ​ ​ $328,372 ​ ​ ​ ​ ​ ​ $19,349 ​ ​ ​ ​ ​ ​ $3,389,593 ​ ​
For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
(4)
The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K of the Exchange Act included in our Annual Report. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
​
(5)
While we are required to identify adjusted ROIC as the CSM in accordance with Item 402(v) of Regulation S-K of the Exchange Act, adjusted ROIC and daily sales growth are the financial measures we consider the two most important in linking performance to compensation actually paid to the NEOs for the 2023 fiscal year to Company performance, as the Company’s overall NEO compensation structure is designed to drive profitable growth leading to shareholder value creation. The 2023 MIP financial metrics are modified for the Company’s current year planned foreign currency exchange rates used when setting initial targets resulting in total Company daily, organic constant currency sales of 9.2% and total Company adjusted ROIC of 42.8%.
​
Daily sales growth and adjusted ROIC, for purposes of the relevant incentive program, reflects certain non-GAAP adjustments as previously disclosed for certain program years. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures for year ended December 31, 2023. As it relates to Grainger’s prior year financial targets and result for its MIP and PSU grants, including the Company’s reconciliations of non-GAAP and other financial measures to the directly comparable GAAP measure, refer to the Company’s proxy statement on Form DEF 14A filed with the SEC on March 16, 2023.
     
Company Selected Measure Name Adjusted ROIC      
Named Executive Officers, Footnote
(1)
D.G. Macpherson was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
​
​
2020
​ ​ ​
2021
​ ​ ​
2022
​ ​ ​
2023
​
​
Thomas B. Okray
​ ​ ​
Deidra C. Merriwether
​ ​ ​
Deidra C. Merriwether
​ ​ ​
Paige K. Robbins
​
​
John L. Howard
​ ​ ​
Paige K. Robbins
​ ​ ​
Paige K. Robbins
​ ​ ​
Deidra C. Merriwether
​
​
Paige K. Robbins
​ ​ ​
John L. Howard
​ ​ ​
John L. Howard
​ ​ ​
Nancy L. Berardinelli-Krantz
​
​
Deidra C. Merriwether
​ ​ ​
Kathleen S. Carroll
​ ​ ​
Kathleen S. Carroll
​ ​ ​
Matthew E. Fortin
​
​ ​ ​ ​ ​
Robert F. O’Keef, Jr
​ ​ ​ ​ ​ ​ ​
Kathleen S. Carroll
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
John L. Howard
​
     
Peer Group Issuers, Footnote
(4)
The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K of the Exchange Act included in our Annual Report. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Industrial Suppliers Total Stock Market Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
     
PEO Total Compensation Amount $ 10,160,673 $ 9,967,658 $ 9,015,594 $ 7,475,378
PEO Actually Paid Compensation Amount $ 23,002,860 14,293,346 16,301,335 14,661,338
Adjustment To PEO Compensation, Footnote
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
​
​
Year
​ ​ ​
Summary Compensation
Table Total
for Mr. Macpherson
​ ​ ​
Exclusion of Stock
Awards and Option
Awards for Mr. Macpherson
​ ​ ​
Total—Inclusion of
Equity Values for
Mr. Macpherson
​ ​ ​
Compensation
Actually Paid to
Mr. Macpherson
​
​
2023
​ ​ ​ ​ ​ $10,160,673 ​ ​ ​ ​ ​ ​ ($6,631,385) ​ ​ ​ ​ ​ ​ $19,473,572 ​ ​ ​ ​ ​ ​ $23,002,860 ​ ​
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The amounts reported in the total columns reflect rounding, which may result in slight variations when compared with the sum of the components listed in the tables:
PEO:
​
Year
​ ​ ​
Year End Fair
Value of Equity
Granted During
the Covered Year
that are
Outstanding and
Unvested at the
Covered Year
End
​ ​ ​
Change in Fair
Value from
Last Day of
Prior Year to
Covered Year
End of
Unvested
Equity Awards
​ ​ ​
Vesting-Date
Fair Value of
Equity Awards
Granted During
the Covered
Year that Vested
During the
Covered Year
​ ​ ​
Change in Fair
Value from Last
Day of Prior
Year to Covered
Year End Equity
Awards that
Vested During
the Covered Year
​ ​ ​
Dividends/​
Earnings Paid
on Awards in
the Covered
Year
​ ​ ​
Inclusion
of Equity
Values
​
​
2023
​ ​ ​ ​ ​ $8,646,331 ​ ​ ​ ​ ​ ​ $6,875,049 ​ ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ ​ $3,873,700 ​ ​ ​ ​ ​ ​ $78,492 ​ ​ ​ ​ ​ ​ $19,473,572 ​ ​
For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
     
Non-PEO NEO Average Total Compensation Amount $ 3,042,195 3,121,115 2,138,920 2,003,159
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,822,536 3,736,729 2,891,203 3,002,624
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
​
Year
​ ​ ​
Average Summary
Compensation Table
Total for
Non-PEO NEOs
​ ​ ​
Average Exclusion
of Stock Awards
and Option Awards for
Non-PEO NEOs
​ ​ ​
Total—Average
Inclusion of
Equity Values for
Non-PEO NEOs
​ ​ ​
Average Compensation
Actually Paid to
Non-PEO NEOs
​
​
2023
​ ​ ​ ​ ​ $3,042,195 ​ ​ ​ ​ ​ ​ ($1,609,252) ​ ​ ​ ​ ​ ​ $3,389,593 ​ ​ ​ ​ ​ ​ $4,822,536 ​ ​
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The amounts reported in the total columns reflect rounding, which may result in slight variations when compared with the sum of the components listed in the tables:
Non-PEO NEOs (Average):
​
Year
​ ​ ​
Year End Fair
Value of Equity
Granted During
the Covered Year
that are
Outstanding and
Unvested at the
Covered Year
End
​ ​ ​
Change in Fair
Value from
Last Day of
Prior Year to
Covered Year
End of
Unvested
Equity Award
​ ​ ​
Vesting-Date
Fair Value of
Equity Awards
Granted During
the Covered
Year that Vested
During the
Covered Year
​ ​ ​
Change in Fair
Value from Last
Day of Prior
Year to Covered
Year End Equity
Awards that
Vested During
the Covered Year
​ ​ ​
Dividends/​
Earnings Paid
on Awards in
the Covered
Year
​ ​ ​
Inclusion
of Equity
Values
​
​
2023
​ ​ ​ ​ ​ $1,833,122 ​ ​ ​ ​ ​ ​ $1,003,094 ​ ​ ​ ​ ​ ​ $205,658 ​ ​ ​ ​ ​ ​ $328,372 ​ ​ ​ ​ ​ ​ $19,349 ​ ​ ​ ​ ​ ​ $3,389,593 ​ ​
For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
     
Compensation Actually Paid vs. Total Shareholder Return
PEO and Average NEO Compensation Actually Paid Versus Grainger TSR and
Grainger TSR Versus Peer Group TSR, 2020-2023
[MISSING IMAGE: bc_peoavgvsgraingertsr-pn.jpg]
     
Compensation Actually Paid vs. Net Income
PEO and Average NEO Compensation Actually Paid
Versus Grainger Net Income, 2020-2023
[MISSING IMAGE: bc_peoavgvsnetincome-pn.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
PEO and Average NEO Compensation Actually Paid
Versus Grainger Total Company ROIC, 2020-2023
[MISSING IMAGE: bc_peoavgvstotalroic-pn.jpg]
     
Total Shareholder Return Vs Peer Group      
Tabular List, Table
Fiscal 2023 Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs in fiscal 2023 to Company performance. The measures in this table are not ranked; definitions for these terms can be found in Appendix B to this Proxy Statement.
​
Most Important Performance Measures
(3 to 7 metrics w/o ranking)
​
​ Adjusted ROIC(1) ​
​ Daily Sales Growth(2) ​
​ U.S. Share Gain(3) ​
​ Endless Assortment Daily Sales Growth(4) ​
​ Total Company Adjusted Operating Margin Performance(5) ​
​
(1)
Adjusted ROIC is a non-GAAP financial measure. See Appendix B of this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.
​
(2)
Daily sales are a non-GAAP measure and for purposes of the annual incentive program.
​
(3)
U.S. share gain is a relative metric which refers to the High-Touch Solutions—U.S. business daily sales growth less estimated U.S. MRO market growth.
​
(4)
Reported daily sales growth for Endless Assortment segment.
​
(5)
Total Company adjusted operating margin performance is a non-GAAP measure and for purposes of the annual incentive program.
     
Total Shareholder Return Amount $ 259 172 158 123
Peer Group Total Shareholder Return Amount 223 151 170 125
Net Income (Loss) $ 1,829 $ 1,547 $ 1,043 $ 695
Company Selected Measure Amount 42.8 40.6 31.9 28.2
PEO Name D.G. Macpherson      
Measure:: 1        
Pay vs Performance Disclosure        
Compensation Actually Paid vs. Other Measure
PEO and Average NEO Compensation Actually Paid
Versus Grainger Daily Sales Growth, 2020-2023
[MISSING IMAGE: bc_peoavgvsdailysalesgro-pn.jpg]
     
Other Performance Measure, Amount 9.2      
Name Adjusted ROIC      
Non-GAAP Measure Description
(5)
While we are required to identify adjusted ROIC as the CSM in accordance with Item 402(v) of Regulation S-K of the Exchange Act, adjusted ROIC and daily sales growth are the financial measures we consider the two most important in linking performance to compensation actually paid to the NEOs for the 2023 fiscal year to Company performance, as the Company’s overall NEO compensation structure is designed to drive profitable growth leading to shareholder value creation. The 2023 MIP financial metrics are modified for the Company’s current year planned foreign currency exchange rates used when setting initial targets resulting in total Company daily, organic constant currency sales of 9.2% and total Company adjusted ROIC of 42.8%.
​
Daily sales growth and adjusted ROIC, for purposes of the relevant incentive program, reflects certain non-GAAP adjustments as previously disclosed for certain program years. See Appendix B of this Proxy Statement for information regarding compensation and non-GAAP financial measures for year ended December 31, 2023. As it relates to Grainger’s prior year financial targets and result for its MIP and PSU grants, including the Company’s reconciliations of non-GAAP and other financial measures to the directly comparable GAAP measure, refer to the Company’s proxy statement on Form DEF 14A filed with the SEC on March 16, 2023.
     
Measure:: 2        
Pay vs Performance Disclosure        
Other Performance Measure, Amount   16.5    
Name Daily Sales Growth      
Measure:: 3        
Pay vs Performance Disclosure        
Other Performance Measure, Amount     12.8  
Name U.S. Share Gain      
Measure:: 4        
Pay vs Performance Disclosure        
Other Performance Measure, Amount       3.5
Name Endless Assortment Daily Sales Growth      
Measure:: 5        
Pay vs Performance Disclosure        
Name Total Company Adjusted Operating Margin Performance      
PEO | Equity Awards Value In Compensation Table For The Applicable Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (6,631,385)      
PEO | Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 19,473,572      
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 8,646,331      
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 6,875,049      
PEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,873,700      
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 78,492      
Non-PEO NEO | Equity Awards Value In Compensation Table For The Applicable Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,609,252)      
Non-PEO NEO | Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,389,593      
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,833,122      
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,003,094      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 205,658      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 328,372      
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 19,349