Global Industrial : Compensation Committee Charter

COMPENSATION COMMITTEE CHARTER

FOR

GLOBAL INDUSTRIAL COMPANY (F/K/A SYSTEMAX INC.)

(Last reviewed February 29, 2024)

Purpose of Committee

The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Global Industrial Company (f/k/a Systemax Inc.) (the "Company") is to perform the functions described below under "Committee Duties and Responsibilities" in order to discharge the Board's responsibilities relating to review and determination of compensation of the Company's executives.

In pursuing its purpose, the Committee shall ensure that (a) a proper system of long-term and short- term compensation is in place for management, and (b) compensation plans are appropriate, competitive and properly reflect the objectives and performance of management and the Company, including the Company's risk management goals and objectives.

Committee Duties and Responsibilities

The Committee's duties and responsibilities are to:

1. Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, after an evaluation of the Chief Executive Officer's performance in light of those goals and objectives, set the compensation of the Chief Executive Officer based on this evaluation. In determining the long- term incentive component of the Chief Executive Officer compensation, the Committee should consider, among other factors, the Company's performance and relative shareholder return, the value of similar incentive awards for chief executive officers at comparable companies and the awards given to the Chief Executive Officer in past years.
2. Make recommendations to the Board regularly with respect to the compensation of all other executive officers.
3. Review, and make periodic recommendations to the Board with respect to, the general compensation, benefits and perquisites policies and practices of the Company, including, without limitation, the Company's incentive-compensation plans and equity-based compensation plans. In circumstances in which equity- based compensation plans are not subject to shareholder approval, such plans shall be subject to Committee approval.
4. Produce an annual report on executive compensation for inclusion in the Company's proxy statement, and otherwise report to the shareholders of the Company in accordance with the rules and regulations of the U.S. Securities and Exchange Commission.

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1. Evaluate the competitiveness of the compensation of the executive officers.
2. Periodically review the compensation paid to any non-employee directors and make recommendations to the Board for any adjustments.
3. Consider, and work together with the Company's Audit Committee regarding, the Company's compensation policies for all its employees in the context of how such policies affect and promote the Company's risk management goals and objectives.
4. Perform such other duties as the Board may assign to the Committee with respect to the Company's compensation policies.

Committee Membership

The Committee shall consist of at least three members of the Board, a majority of whom shall be "independent" in accordance with the pertinent listing standards of the New York Stock Exchange (the "NYSE"), including Section 303A.02(a)(ii) of the NYSE Listed Company Manual, provided that at least two members of the Committee shall be "non-employee directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The members of the Committee shall be appointed by the Board, and shall serve at the pleasure of the Board for such term or terms as the Board may determine.

Committee Structure and Operations

A majority of the Committee shall constitute a quorum. The Board shall designate a member of the Committee as its chairperson. The Committee may act by a majority of the members present at a meeting of the Committee. In the event of a tie vote on any issue, the chairperson's vote shall decide the issue. The Committee shall meet in person or telephonically at least once a year at a time and place determined by the Committee chairperson, with further meetings to occur when deemed necessary or desirable by the Committee or its chairperson. The Committee may delegate some or all of its duties to a subcommittee comprising one or more members of the Committee. The Committee may ask members of management or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings and to provide such pertinent information as the Committee may request. The Committee shall report to the Board at least once a year.

Subcommittee of Independent Directors

Notwithstanding anything herein to the contrary, if at any time the Committee shall include one or more members who are not "independent" in accordance with the pertinent listing standards of the NYSE, including Section 303A.02(a)(ii) of the NYSE Listed Company Manual or who are not "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act, a subcommittee (the "Subcommittee") of the Committee shall be appointed consisting solely of members who are (a) "independent" in accordance with such listing standards and (b) "non- employee directors" within the meaning of Rule 16b-3 under the Exchange Act. The Subcommittee shall consist of at least two members. The members of the Subcommittee shall be appointed by the Committee, which may remove any member from the Subcommittee at any time with or without cause. A chairperson of the Subcommittee will be designated by the Committee.

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A majority of the Subcommittee shall constitute a quorum. The chairperson of the Subcommittee will preside at each meeting of the Subcommittee and set the agenda for such meeting. The Subcommittee may act by a majority of the members present at a meeting of the Subcommittee. In the event of a tie vote on any issue, the chairperson's vote shall decide the issue.

The Subcommittee's duties and responsibilities shall include items 1, 2 and 6 under "Committee Duties and Responsibilities" above and any other duties and responsibilities delegated to it by the Committee.

In addition, unless otherwise determined by the Committee, the Subcommittee shall have authority to approve all equity or equity-based awards to the directors and Section 16 officers, including the chief executive officer of the Company. To the extent an approval or action of the Committee is required under any compensation or benefit plan, agreement or arrangement of the Company with respect to any of the duties and responsibilities delegated to the Subcommittee, the Subcommittee shall be the Committee for such purpose and have the authority, duties and responsibilities of the Committee and any such approvals or actions of the Subcommittee shall be deemed to be the approval or actions of the Committee for all such purposes.

Performance Evaluation

The Committee shall annually compare its performance with the requirements of this charter, set forth its objectives for the next year and recommend changes in this charter, if any, considered appropriate by the Committee. Such evaluation shall be reported to the Board in such manner as the Committee from time to time determines.

Surveys and Studies

The Committee may conduct or authorize surveys or studies of matters within the Committee's scope of responsibilities as described above, including, but not limited to, surveys or studies of compensation practices in relevant industries, to maintain the Company's competitiveness and ability to recruit and retain highly qualified personnel, and may retain and terminate, at the expense of the Company, independent counsel or other consultants necessary to assist in any such survey or study. If any compensation consultant or firm is to assist in the evaluation of director, chief executive officer or senior executive compensation, the Committee shall have the sole authority to retain and terminate the compensation consultant or firm and approve such firm or person's fees and other retention terms.

Nothing contained in this charter is intended to, or should be construed as, creating any responsibility or liability of the members of the Committee except to the extent otherwise provided under applicable Delaware law which shall continue to set the legal standard for the conduct of the members of the Committee.

Outside Advisors

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation, and oversee the work, of the compensation consultant. The Committee shall have the authority, in its sole

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discretion, to retain and obtain the advice and assistance of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of its outside legal counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other advisors. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of its compensation consultant, legal counsel or other advisor to the compensation committee, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this Charter.

In retaining or seeking advice from compensation consultants, outside counsel and other advisors (other than the Company's in-house counsel), the Committee must take into consideration the factors specified in the pertinent listing standards of the NYSE. The Committee may retain, or receive advice from, any compensation advisor they prefer, including ones that are not independent, after considering the specified factors. The Committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.

The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.