Whirlpool Corp DEF 14A, filed Mar 8, 2023

Whirlpool Corp (WHR)

DEF 14A 2023-03-08

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Added on June 12, 2026

About this DEF 14A

Whirlpool Corp filed this DEF 14A on March 8, 2023.

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☐ Preliminary Proxy Statement

☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12



		Board recommendation

Item 1: Election of Directors (page: 1) You are being asked to vote on the election of 12 Directors. The Corporate Governance and Nominating Committee believes that these nominees possess the experience and qualifications to exercise sound oversight of management. Directors are elected by majority vote for a term of one year.		FOR each nominee

Item 2: Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation (page: 58) You are being asked to approve, on an advisory basis, the compensation of Whirlpool Corporation’s Named Executive Officers for 2022.		FOR

Item 3: Advisory Vote on Frequency of Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation (page: 60) You are being asked, on an advisory basis, to select the frequency that the Company will ask stockholders for an advisory vote to approve the compensation of the Company’s Named Executive Officers.		ONE YEAR

Item 4: Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation’s Independent Registered Public Accounting Firm for Fiscal 2023 (page: 63) You are being asked to ratify the Audit Committee’s appointment of Ernst & Young LLP as Whirlpool Corporation’s Independent Registered Public Accounting Firm for fiscal year 2023.		FOR

Item 5: Approve the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan (page: 64) You are being asked to approve the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan.		FOR



What We Do		What We Don’t Do

✓	Pay for performance		Allow hedging or pledging

✓	Robust executive stock ownership guidelines		Gross up for excise taxes

✓	“Double trigger” change in control		Reprice or reload stock options

✓	Claw-back policies for all variable pay		Enter into employment contracts with U.S.-based Named Executive Officers


Proxy Summary			i

Item 1 - Directors and Nominees for Election as Directors			1

Board of Directors and Corporate Governance			6

Related Person Transactions			16

Human Resources Committee Interlocks and Insider Participation			16

Security Ownership			17

Beneficial Ownership			18

Non-employee Director Compensation			19

Compensation Discussion and Analysis			21

Human Resources Committee Report			37

2022 Executive Compensation Tables			38

2022 Summary Compensation Table			38

2022 Grants of Plan-Based Awards			40

2022 Outstanding Equity Awards at Fiscal Year-End			42

2022 Option Exercises and Stock Vested			45

2022 Pension Benefits			46

2022 Non-Qualified Deferred Compensation			47

2022 Potential Post-Termination Payments			48

Pay Ratio Disclosure			53

Pay Versus Performance Disclosure			54

Item 2 - Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation			58

Equity Compensation Plan Information			59

Item 3 - Advisory Vote on Frequency of Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation			60

Matters Relating to Independent Registered Public Accounting Firm			61

Audit Committee Report			62

Item 4 - Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation’s Independent Registered Public Accounting Firm for Fiscal 2023			63

Item 5 - Approve the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan			64

Information about the Annual Meeting and Voting			75

Annex A: Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan			A-1

Annex B: Non-GAAP Reconciliation			B-1



Committee		Key Responsibilities and Accomplishments
Audit		• Oversee accounting functions, internal controls, tax positions and initiatives, environmental, health and safety, product safety, and the integrity of financial statements and related reports • Oversee compliance with legal and regulatory requirements, including ethics and compliance risks, and monitor cybersecurity and privacy, risk management and assessment programs • Retain the independent registered public accounting firm, monitor their performance, qualifications, and independence, and approve all of their fees • Oversee the performance of our internal audit function
7 meetings		• In 2022, implemented a quarterly report on cybersecurity
Committee Members:		White (Chair), DiCamillo, LaClair, Liu, Loree, and Poppe
Corporate Governance and Nominating		• Identify potential Board members and recommend director nominees • Annually review Board and committee effectiveness • Recommend changes to director compensation and committee rotation • Recommend the corporate governance principles adopted by Whirlpool • Monitor governance trends and shareholder feedback
3 meetings		• In 2022, oversaw public policy activities including political contributions and lobbying
Committee Members:		Allen (Chair), LaClair, Manwani, Poppe, Spencer, and White
Human Resources		• Determine and approve compensation for CEO and other executive officers • Approve goals or objectives for CEO compensation and evaluate CEO performance • Determine and approve equity grants for executive officers and each employee subject to Section 16 of the Securities Exchange Act of 1934 • Make recommendations to the Board on Company incentive plans • Review Human Capital Management metrics
3 meetings		• In 2022, oversaw expansion of disclosures related to human capital management, including diversity and inclusion metrics
Committee Members:		Creed (Chair), Allen, Dietz, Elliott, Loree, and Manwani
Finance		• Review capital policies and strategies to set an acceptable capital structure, including debt issuance and share repurchases • Review policies regarding dividends, derivatives, liquidity management, interest rates, and foreign exchange rates • Oversee the establishment and implementation of guidelines relating to the management of significant financial structure risks • Review transactions related to ESG strategy
3 meetings		• In 2022, oversaw financing considerations and transactions related to M&A activities
Committee Members:		Liu (Chair), Creed, DiCamillo, Dietz, Elliott, and Spencer


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement		ç		i



SAMUEL R. ALLEN
		Mr. Allen, 69, has been a director since 2010. Mr. Allen is the former Chairman and Chief Executive Officer of Deere & Co., a farm machinery and equipment company. He held the position of Chairman at Deere from February 2010 until his retirement from the board of directors in May 2020. He served in the role of Chief Executive Officer from 2009 until November 2019. Mr. Allen joined Deere & Co. in 1975 and from that time he held positions of increasing responsibility. Mr. Allen also has served as a director of Dow Inc. since August 2019. • Committees: Corporate Governance and Nominating (Chair), Human Resources



MARC R. BITZER
		Mr. Bitzer, 58, has been Chairman of the Board of Whirlpool Corporation since 2019 and a director since 2015. Mr. Bitzer has been President and Chief Executive Officer of Whirlpool Corporation since 2017. He served as President and Chief Operating Officer of Whirlpool Corporation from 2015 to 2017. Prior to this role, Mr. Bitzer was Vice Chairman, Whirlpool Corporation, a position he held from 2014 to 2015. Mr. Bitzer had been President of Whirlpool North America and Whirlpool Europe, Middle East, and Africa after holding other positions of increasing responsibility since 1999. Mr. Bitzer has been on the Supervisory Board of The BMW Group since May 2021.



GREG CREED
		Mr. Creed, 65, has been a director since 2017. Mr. Creed served as Chief Executive Officer of Yum! Brands, Inc., a leading operator of quick service restaurants, from 2015 until his retirement in December 2019. Following his retirement, Mr. Creed provided advisory services to Yum! throughout 2020 on a part-time basis. He served as Chief Executive Officer of Taco Bell Division from 2011 to 2014, and as President and Chief Concept Officer of Taco Bell U.S. from 2007 to 2011 after holding other positions of increasing responsibility with the company since 1994. Mr. Creed has been a director of Aramark since January 2020 and Delta Airlines since April 2022. Mr. Creed also served as a director of Sow Good Inc. from 2020 to 2022, Yum! from 2014 to 2020, and International Game Technology from 2010 to 2015. • Committees: Human Resources (Chair), Finance



DIANE M. DIETZ
		Ms. Dietz, 57, has been a director since 2013. Ms. Dietz served as President and Chief Executive Officer of Rodan & Fields, LLC, a leading premium skincare company, from 2016 until her retirement in April 2021. Ms. Dietz served as Executive Vice President and Chief Marketing Officer of Safeway, Inc., a leading food and drug retailer, from 2008 to 2015. Prior to joining Safeway, Inc., Ms. Dietz held positions of increasing responsibility with The Procter & Gamble Company from 1989 through 2008. • Committees: Finance, Human Resources



GERRI T. ELLIOTT
		Ms. Elliott, 66, has been a director since 2014. Ms. Elliott served as the Executive Vice President and Chief Customer and Partner Officer of Cisco Systems, Inc. from 2018 until her retirement in May 2022. Ms. Elliott previously served as the Executive Vice President, Strategic Advisor and Chief Customer Officer of Juniper Networks, a producer of high-performance networking equipment, from 2013 to 2014. Ms. Elliott began her employment with Juniper Networks in 2009 and held positions of increasing responsibility with the company through 2014. Before joining Juniper Networks, Ms. Elliott held positions of increasing responsibility at Microsoft Corporation and IBM Corporation. Ms. Elliott has served as a director of Marqeta, Inc. since May 2021. Ms. Elliott was previously a director of Bed Bath & Beyond, Inc. from 2014 to 2017; Imperva, Inc. from 2015 to 2018; Marvell Technology Group Ltd. from 2017 to 2018; and Mimecast Limited from 2017 to 2018. • Committees: Finance, Human Resources



JENNIFER A. LACLAIR
		Ms. LaClair, 51, has been a director since 2020. Ms. LaClair served as Chief Financial Officer of Ally Financial Inc, a leading financial services provider, from 2018 through 2022. As Chief Financial Officer, Ms. LaClair was responsible for oversight of Ally’s finance, accounting, capital markets, treasury, investor relations, supply chain, and modeling and analytics functions. Prior to joining Ally, Ms. LaClair spent ten years at PNC Financial Services, where she held various finance and leadership roles, most recently as the head of the company’s business bank. Before that, she served as Chief Financial Officer for all of PNC’s business lines. Earlier in her career, Ms. LaClair was a consultant with McKinsey and Company and spent six years working in international economic development. Ms. LaClair currently serves as a board member of the Federal Reserve Bank of Richmond, including as Chair of the National Information Technology Committee. • Committees: Audit, Corporate Governance and Nominating



JOHN D. LIU
		Mr. Liu, 54, has been a director since 2010. Mr. Liu has been the Chief Executive Officer of Essex Equity Management, a financial services company, and Managing Partner of Richmond Hill Investments, an investment management firm, since 2008. Prior to that time, Mr. Liu was employed for 12 years by Greenhill & Co. Inc., a global investment banking firm, in positions of increasing responsibility including Chief Financial Officer and the Co-Head of U.S. Mergers and Acquisitions. Mr. Liu has been a director of Greenhill since 2017. • Committees: Finance (Chair), Audit



JAMES M. LOREE
		Mr. Loree, 64, has been a director since 2017. Mr. Loree served as President and Chief Executive Officer of Stanley Black & Decker, Inc., a leading industrial and consumer products company, from 2016 to June 2022. Mr. Loree served as President and Chief Operating Officer of the company from 2013 to 2016; Chief Operating Officer from 2009 to 2013; Executive Vice President and Chief Financial Officer from 2002 to 2009; and Vice President and Chief Financial Officer from 1999 to 2002. Prior to joining Stanley Black & Decker, Mr. Loree held positions of increasing responsibility in financial and operating management in business, corporate, and financial services at General Electric from 1980 to 1999. Mr. Loree served as a director of Stanley Black & Decker from 2016 to 2022 and Harsco Corporation from 2010 to 2016. He was Chairman of Harsco’s Audit Committee from 2012 to 2016. • Committees: Audit, Human Resources



HARISH MANWANI
		Mr. Manwani, 69, has been a director since 2011. Mr. Manwani is a Senior Operating Partner with Blackstone Group who has advised select Blackstone portfolio companies since 2015. Mr. Manwani is the former Chief Operating Officer of Unilever, a global consumer product brands company, a position he held from 2011 until his retirement in 2014. Mr. Manwani has been a director of Gilead Sciences, Inc. since 2018. Mr. Manwani previously served as the non-executive Chairman of Hindustan Unilever Limited from 2005 to 2018, and as a director of Pearson plc from 2013 to 2018, Nielsen Holdings plc from 2015 to 2021 and Qualcomm Inc. from 2014 through March 2022. • Committees: Corporate Governance and Nominating, Human Resources



		PROXY SUMMARY



		PROXY SUMMARY



		PROXY SUMMARY



		PROXY SUMMARY



PATRICIA K. POPPE
		Ms. Poppe, 54, has been a director since December 2019. Ms. Poppe has been Chief Executive Officer of PG&E Corporation and a member of PG&E’s board of directors since January 2021. Prior to joining PG&E, Ms. Poppe served as President and Chief Executive Officer of CMS Energy Corporation and its principal subsidiary, Consumers Energy Company, Michigan’s largest utility and the nation’s fourth largest combination utility, from 2016 to December 2020. Ms. Poppe served as Senior Vice President of distribution operations, engineering, and transmission for CMS and Consumers from 2015 to 2016, after holding positions of increasing responsibility since joining the company in 2011. Ms. Poppe held a variety of automotive management positions and served as power plant director at Detroit, Michigan-based DTE Energy before joining Consumers Energy in 2011. Ms. Poppe also served as a director of CMS Energy and Consumers Energy from 2016 to 2020. • Committees: Audit, Corporate Governance and Nominating



LARRY O. SPENCER
		General Spencer, 69, has been a director since 2016. General Spencer serves as President of the Armed Forces Benefit Association and 5Star Life Insurance Company, a position he has held since March 2020. General Spencer served until March 2019 as President of the United States Air Force Association, a position he held since his retirement as a four-star general in 2015 after serving 44 years with the United States Air Force. General Spencer held positions of increasing responsibility with the Air Force, which included Vice Chief of Staff, the second highest-ranking military member in the Air Force. General Spencer was the first Air Force officer to serve as the Assistant Chief of Staff in the White House Military Office and he served as Chief Financial Officer and then Director of Mission Support at a major command. General Spencer has also been a director of Triumph Group, Inc. since 2018 and Haynes International, Inc. since 2020. • Committees: Corporate Governance and Nominating, Finance



MICHAEL D. WHITE
		Mr. White, 71, has been a director since 2004. Mr. White served as the Chairman, President and Chief Executive Officer of DIRECTV, a leading provider of digital television entertainment services, from 2010 until his retirement in 2015. He also served as a director of DIRECTV from 2009 until 2015. From 2003 until 2009, Mr. White was Chief Executive Officer of PepsiCo International, and Vice Chairman, PepsiCo, Inc. after holding positions of increasing responsibility with PepsiCo since 1990. Mr. White has also been a director of Kimberly-Clark Corporation since 2015 and Bank of America Corporation since 2016. • Committees: Audit (Chair), Corporate Governance and Nominating



GARY T. DICAMILLO
		Mr. DiCamillo, 72, has been a director since 1997. He has been a Partner at Eaglepoint Advisors, LLC, a turnaround, restructuring, and strategic advisory firm, since 2010. He also served as President and Chief Executive Officer of Universal Trailer Corporation from 2017 to January 2020. Prior to joining Eaglepoint Advisors, LLC, Mr. DiCamillo was President and Chief Executive Officer of Advantage Resourcing, a professional and commercial staffing company, from 2002 until 2009. From 1995 to 2002, Mr. DiCamillo served as Chairman and Chief Executive Officer of Polaroid Corporation. Mr. DiCamillo has served as the Lead Director of Purple Innovation, Inc. since 2019 and a director of Purple (formerly known as Global Partner Acquisition Corp.) since 2015, and Universal Trailer Corporation from 2011 to 2020. He previously served as a director of Pella Corporation from 1993 to 2007 and 2010 to 2018; the Sheridan Group, Inc. from 1989 to 2017; and as a director, as well as Lead Director, of 3Com Corporation from 2000 to 2009. • Committees: Audit, Finance



Presiding Director Responsibilities
• Coordinates with the Chairman and CEO in establishing the annual agenda and topic items for Board meetings;
• Presides at executive sessions of independent directors at each Board meeting and provides feedback to the Chairman and CEO;
• Serves as a focal point for managing shareholder communication with independent directors;
• Retains independent advisors on behalf of the Board as the Board may determine is necessary or appropriate;
• Assists the Human Resources Committee with the annual performance evaluation of the Chairman and CEO, and together with the Chair of the Human Resources Committee, meets with the Chairman and CEO to discuss the results of the evaluation; and
• Performs such other functions as the independent directors may designate from time to time.



Risk-Mitigating Features of Whirlpool Corporation’s Compensation Programs
• Annual and long-term performance metrics used in our global compensation programs are multiple, different, balanced, and more heavily weighted toward corporate-wide financial metrics;
• Long-term incentive compensation represents a significant portion of our executive compensation mix;
• Metrics and goals used in the executive compensation programs are approved by the Human Resources Committee, which is composed solely of independent directors;
• The Human Resources Committee retains an independent consultant that is involved with an ongoing review of the executive compensation program;
• Robust stock ownership guidelines are in place for executives;
• Claw-back provisions for variable compensation programs are in place in the event of misconduct or material restatement;
• A comprehensive Insider Trading Policy with hedging restrictions for all employees and directors, and pledging and margin trading restrictions for executives and directors;
• Our incentive designs avoid objectives that might maximize short-term payouts at the expense of long-term sustainable performance; and
• We have limited commission incentive programs which are designed to pay out based on profitability and are subject to multiple layers of management review, including an annual review of plan design and results by regional senior management.



		RELATED PERSON TRANSACTIONS AND HUMAN RESOURCES COMMITTEE INTERLOCKS



Schedule 13G Filed On	Name and Address of Beneficial Owner	Shares Beneficially Owned		Percent of Class

2/9/2023	The Vanguard Group Inc. ⁽¹⁾ 100 Vanguard Blvd. Malvern, PA 19355		7,036,011		12.91	%

2/9/2023	PRIMECAP Management Company ⁽²⁾ 177 E. Colorado Blvd., 11th Floor Pasadena, CA 91105		4,810,405		8.82	%

2/7/2023	BlackRock, Inc. ⁽³⁾ 55 East 52nd Street New York, NY 10055		4,611,628		8.46	%

2/7/2023	State Street Corporation ⁽⁴⁾ State Street Financial Center 1 Lincoln Street Boston, MA 02111		2,986,804		5.48	%



Name	Shares Beneficially Owned ⁽¹⁾		Deferred Stock Units ⁽²⁾		Shares Under Exercisable Options ⁽³⁾		Total ⁽⁴⁾		Percentage (* Less than 1%)

Samuel R. Allen		17,647		—		—		17,647		*

Joao Brega		60,943		2,169		33,526		96,638		*

Marc R. Bitzer		217,960		59,481		235,279		512,720		*

Greg Creed		2,775		6,308		—		9,083		*

Gary T. DiCamillo		2,076		26,024		5,077		33,177		*

Diane M. Dietz		12,353		—		—		12,353		*

Gerri T. Elliott		8,726		—		—		8,726		*

Jennifer A. LaClair		2,110		879		—		2,989		*

Joseph T. Liotine		39,083		10,474		69,615		119,172		*

John D. Liu		1,000		14,245		—		15,245		*

James M. Loree		4,024		2,185		—		6,209		*

Harish Manwani		8,994		—		—		8,994		*

Gilles Morel		12,758		—		15,593		28,351		*

James W. Peters		49,812		4,679		59,364		113,855		*

Patricia K. Poppe		1,483		1,620		—		3,103		*

Larry O. Spencer		1,000		6,308		—		7,308		*

Michael D. White		2,700		21,312		—		24,012		*

All directors and executive officers as a group (16 persons) ⁽⁵⁾		445,444		155,684		418,454		1,019,582		1.85	%



Non-employee Director Compensation Element	2022				2023

Annual Cash Retainer		$	150,000			$	150,000

Annual Stock Retainer		$	150,000	⁽¹⁾		$	150,000	⁽¹⁾

Additional Annual Cash Retainer for Committee Chairs:

Audit Committee		$	25,000			$	25,000

Corporate Governance & Nominating Committee		$	15,000			$	20,000

Finance Committee		$	15,000			$	15,000

Human Resources Committee		$	20,000			$	20,000

Additional Annual Cash Retainer for Presiding Director		$	35,000			$	35,000



Name	Fees Earned or Paid in Cash ⁽¹⁾ ($)		Stock Awards ⁽²⁾($)		All Other Compensation ⁽³⁾ ($)		Total ($)

Samuel R. Allen		200,000		149,891		1,137		351,028

Greg Creed		170,000		149,891		54,505		374,396

Gary T. DiCamillo		150,000		149,891		11,212		311,103

Diane M. Dietz		150,000		149,891		1,137		301,028

Gerri T. Elliott		150,000		149,891		5,861		305,752

Jennifer A. LaClair		150,000		149,891		1,297		301,188

John D. Liu		165,000		149,891		6,105		320,996

James M. Loree		150,000		149,891		1,137		301,028

Harish Manwani		150,000		149,891		1,137		301,028

Patricia K. Poppe		150,000		149,891		1,137		301,028

Larry O. Spencer		150,000		149,891		2,987		302,878

Michael D. White		175,000		149,891		86,408		411,299



Name	Life Insurance Premiums ($)		Charitable Program ^(a)($)		Whirlpool Appliances and Other Benefits ^(b) ($)		Total ($)

Samuel R. Allen		—		—		1,137		1,137

Greg Creed		—		5,000		49,505		54,505

Gary T. DiCamillo		—		10,000		1,212		11,212

Diane M. Dietz		—		—		1,137		1,137

Gerri T. Elliott		—		—		5,861		5,861

Jennifer A. LaClair		—		—		1,297		1,297

John D. Liu		4,968		—		1,137		6,105

James M. Loree		—		—		1,137		1,137

Harish Manwani		—		—		1,137		1,137

Patricia K. Poppe		—		—		1,137		1,137

Larry O. Spencer		—		—		2,987		2,987

Michael D. White		44,496		40,775		1,137		86,408



The discussion in this CD&A focuses on our CEO, CFO, and the three most highly compensated executive officers (the “NEOs”) for the year, who were:
• Marc R. Bitzer		Chairman and Chief Executive Officer

• James W. Peters		Executive Vice President and Chief Financial Officer and President, Whirlpool Asia

• Joseph T. Liotine*		President and Chief Operating Officer (COO)

• Gilles Morel		Executive Vice President and President, Whirlpool Europe, Middle East and Africa (EMEA)

• João C Brega**		Executive Vice President and President, Whirlpool Latin America Region (LAR)

* Mr. Liotine will depart the Company on March 31, 2023.

** Mr. Brega will retire from the Company on March 31, 2023.



2022 COMPANY RESULTS
Whirlpool achieved solid results in 2022, driven by cost-based pricing actions, largely offsetting cost inflation. Full-year GAAP net loss available to Whirlpool was impacted by approximately $2.3 billion of net asset impairment and cumulative currency translation relating to the EMEA strategic review (which resulted in an agreement signed in January 2023 to contribute our European major appliance business to a new entity with Arcelik A.S (Arcelik)) and separate divestiture of Whirlpool’s Russia business.
The company:
• Delivered revenue of $19.7 billion, declining approximately 10% year-over-year, primarily driven by global demand weakness and currency headwinds, partially offset by $1 billion in cost-based price increases.
• Delivered GAAP net loss of $(1.5) billion (or 7.7% net loss margin) and GAAP loss per share of $(27.12), which included non-cash items relating to the EMEA region.
• Delivered ongoing (non-GAAP) earnings per diluted share⁽¹⁾ of $19.64 and ongoing (non-GAAP) EBIT margin⁽¹⁾ of 6.9% in a challenging macro cycle through the successful execution of cost-based pricing alongside strong cost discipline, largely offsetting $1.5 billion of raw material inflation.
• Continued to invest in automation and innovation, including over $1 billion in capital expenditures and R&D.
• Added InSinkErator, the world’s leading manufacturer of food waste disposers and hot water dispensers.
• Generated solid cash provided by operating activities of $1.4 billion and free cash flow⁽¹⁾ of $820 million.
• Returned $1.3 billion of cash to shareholders in share repurchases and dividends. We increased the dividend by 25%, representing our tenth consecutive year of dividend growth.
• Our gross debt leverage is temporarily elevated as we entered into new term loans related to the InSinkErator acquisition. We are committed to maintaining our investment grade debt rating and reaching our debt leverage target of 2.0x or below.
• Named one of America’s most JUST companies, Forbes’ World’s Best Employers, Fortune’s World’s Most Admired Companies, and rose to #3 on Newsweek’s list of America’s Most Responsible Companies.
⁽¹⁾ For a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, please see Annex B.



Pay Element		2022 Result / Action

Base Salary		2022 salary increases for Named Executive Officers ranged from 0% to 6.7%.

Short-term Incentive		2022 Ongoing EBIT and Free Cash Flow results both fell short of target. Payout was determined to be 0% of target. See “Short-term Incentives” below for details.

Long-term Incentive		2020-2022 Cumulative Ongoing EPS and 3-year Average ROIC both exceeded target. Payout was determined to be 198% of target. See “Long-term Incentives” below for details.



2022 Comparator Group
3M Company Carrier Global Corporation Caterpillar, Inc. Colgate-Palmolive Company Cummins, Inc. Danaher Corporation Deere & Company Eaton Corporation plc Emerson Electric Co. The Goodyear Tire & Rubber Company Honeywell International, Inc.		Illinois Tool Works, Inc. Johnson Controls International plc Kellogg Company Kimberly-Clark Corporation Lear Corporation Newell Brands, Inc. Parker Hannifin Corporation Stanley Black & Decker, Inc. Textron, Inc. Trane Technologies plc



Measure	Median of Comparator Group			Whirlpool

Revenue (Trailing 12 Months (“TTM”))		$	19,311		$	21,968

Net Income (TTM)		$	2,068		$	1,990

Assets (Most Recent Quarter)		$	23,063		$	20,394

Market Capitalization (December 31, 2021)		$	48,124		$	14,254

Employees			57,825			78,000


Element	Form	Characteristics/Purpose	2022 Metrics

Base Salary⁽¹⁾	Cash	Fixed component based on responsibility, experience, and individual performance	N/A

Short-term Incentives (“PEP”)⁽¹⁾	Annual Performance Cash Award	Performance-based variable cash incentive to reward for achieving annual financial and individual performance goals	Ongoing EBIT – 50% FCF – 50% +/– 50% Modifier for Individual Performance Results (no Individual modifier for CEO)

Long-term Incentives (“SEP”)⁽¹⁾	PSUs	Motivate and reward employees for the achievement of Company financial and strategic performance over a preset three-year performance period beginning January 1, and promote retention	Cumulative Ongoing EPS – 50% ROIC – 50%

	Stock Options	Provide incentive for long-term stock price appreciation and promote retention	Stock price appreciation

Other Rewards and Benefits	Health and Welfare Benefits	NEOs generally participate in the same health and welfare benefit programs available to substantially all salaried employees in their country	N/A
	Retirement Benefits⁽²⁾	U.S.-based NEOs participate in tax-qualified and non-qualified defined benefit and defined contribution retirement plans designed to provide a market-competitive level of income replacement upon achieving retirement eligibility and enable an orderly succession of talent	N/A
	Perquisites	Limited perquisites are designed to support a market-competitive compensation package	N/A



NEO	2021 Year-End Annual Salary		2022 Adjustment					March 1, 2022 Annual Salary
NEO	2021 Year-End Annual Salary		Amount		%			March 1, 2022 Annual Salary

Marc R. Bitzer	$	1,315,000	$	0		0	%	$	1,315,000

James W. Peters	$	800,000	$	50,000		+6.3	%	$	850,000

Joseph T. Liotine	$	850,000	$	25,000		+2.9	%	$	875,000

Gilles Morel ⁽¹⁾	EUR	675,000	EUR	25,000		+3.7	%	EUR	700,000

João C. Brega ⁽²⁾	BRL	3,750,000	BRL	250,000		+6.7	%	BRL	4,000,000


NEO	2022 Short-term Incentive Target Award
NEO	(as a % of Eligible Base Salary)	($)

Marc R. Bitzer	160%	$	2,104,000

James W. Peters	115%	$	977,5000

Joseph T. Liotine	130%	$	1,137,500

Gilles Morel ⁽¹⁾	100%	EUR	700,000

João C. Brega ⁽²⁾	100%	BRL	4,000,000