Whirlpool Corp DEF 14A, filed Mar 4, 2024

Whirlpool Corp (WHR)

DEF 14A 2024-03-04 For: 2024-04-18

View Original

Added on June 12, 2026

About this DEF 14A

Whirlpool Corp filed this DEF 14A on March 4, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☐ 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: 66) You are being asked to approve, on an advisory basis, the compensation of Whirlpool Corporation’s Named Executive Officers for 2023.		FOR

Item 3: Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation’s Independent Registered Public Accounting Firm for Fiscal 2024 (page: 70) 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 2024.		FOR



What We Do		What We Don’t Do

✓	Pay for performance		Allow hedging or pledging

✓	Robust 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			11

Related Person Transactions and Human Resources Committee Interlocks			22

Security Ownership			23

Beneficial Ownership			24

Non-employee Director Compensation			25

Compensation Discussion and Analysis			28

Human Resources Committee Report			45

2023 Executive Compensation Tables			46

2023 Summary Compensation Table			46

2023 Grants of Plan-Based Awards			48

2023 Outstanding Equity Awards at Fiscal Year-End			50

2023 Option Exercises and Stock Vested			53

2023 Pension Benefits			54

2023 Non-Qualified Deferred Compensation			55

2023 Potential Post-Termination Payments			56

Pay Ratio Disclosure			61

Pay Versus Performance Disclosure			62

Item 2 - Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation			66

Equity Compensation Plan Information			67

Matters Relating to Independent Registered Public Accounting Firm			68

Audit Committee Report			69

Item 3 - Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation’s Independent Registered Public Accounting Firm for Fiscal 2024			70

Information about the Annual Meeting and Voting			71

Annex A: Non-GAAP Reconciliation			A-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
8 meetings		• In 2023, oversaw planned implementation of new financial segment reporting structure
Committee Members:		White (Chair), LaClair, Liu, Loree, Poppe, and Wilson
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 2023, assessed board composition and recruited, Rudy Wilson, President of Global Consumer Brands of SC Johnson, to our Board
Committee Members:		Allen (Chair), Kramer, 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 2023, revised the compensation comparator group for 2024 in anticipation of changes in size and focus of the Company following divestiture of its EMEA business
Committee Members:		Creed (Chair), Allen, Dietz, Elliott, Kramer, 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
4 meetings		• In 2023, oversaw capital structure, liquidity, and capital allocation strategy, including analysis and recommendations related to portfolio transformation and debt levels
Committee Members:		Liu (Chair), Creed, Dietz, Elliott, Spencer, and Wilson


Notice of Annual Meeting of Stockholders and 2024 Proxy Statement		ç		i



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 policy in place in event of financial restatement, and provisions for variable compensation programs are in place in the event of misconduct or other circumstances;
• 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.



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

2/13/2024	The Vanguard Group Inc.⁽¹⁾ 100 Vanguard Blvd. Malvern, PA 19355		6,539,244		11.91	%

1/24/2024	BlackRock, Inc.⁽²⁾ 50 Hudson Yards New York, NY 10001		4,977,093		9.06	%

2/12/2024	PRIMECAP Management Company⁽³⁾ 177 E. Colorado Blvd., 11th Floor Pasadena, CA 91105		4,729,936		8.61	%



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

Samuel R. Allen		18,721		—		—		18,721		*

Marc R. Bitzer		233,955		62,682		305,288		601,925		1.09	%

Greg Creed		2,775		7,764		—		10,539		*

Diane M. Dietz		13,427		—		—		13,427		*

Gerri T. Elliott		9,800		—		—		9,800		*

Ava A. Harter		11,678		—		16,324		28,002

Richard J. Kramer⁽⁵⁾		—		—		—		—		*

Jennifer A. LaClair		3,184		927		—		4,111		*

John D. Liu		1,000		16,128		—		17,128		*

James M. Loree		5,098		2,303		—		7,401		*

Harish Manwani		9,858		—		—		9,858		*

Carey Martin		26,301		17,491		39,622		83,413		*

Gilles Morel		20,454		—		25,002		45,456		*

James W. Peters		55,090		4,931		78,848		138,869		*

Patricia K. Poppe		2,557		1,707		—		4,264		*

Larry O. Spencer		1,000		7,764		—		8,764		*

Michael D. White		2,700		23,576		—		26,276		*

Rudy Wilson		—		—		—		—		*

All directors and executive officers as a group (21 persons)⁽⁶⁾		456,147		146,751		479,334		1,136,511		2.05	%



Non-employee Director Compensation Element	2023				2024

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		$	20,000			$	20,000

Finance Committee		$	15,000			$	15,000

Human Resources Committee		$	20,000			$	20,000

Additional Annual Cash Retainer for Presiding Director		$	35,000			$	40,000



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

Samuel R. Allen		205,000		149,920		1,231		356,150

Greg Creed		170,000		149,920		11,231		331,150

Gary T. DiCamillo⁽⁴⁾		44,918		—		10,000		54,918

Diane M. Dietz		150,000		149,920		14,198		314,117

Gerri T. Elliott		150,000		149,920		5,335		305,254

Jennifer A. LaClair		150,000		149,920		2,247		302,167

John D. Liu		165,000		149,920		10,779		325,699

James M. Loree		150,000		149,920		2,459		302,378

Harish Manwani		150,000		149,920		1,231		301,150

Patricia K. Poppe		150,000		149,920		22,549		322,469

Larry O. Spencer		150,000		149,920		1,418		301,337

Michael D. White		175,000		149,920		88,115		413,034

Rudy Wilson		57,065		—		1,231		58,296



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

Samuel R. Allen		—		—		1,231		1,231

Greg Creed		—		10,000		1,231		11,231

Gary T. DiCamillo^(c)		—		10,000		0		10,000

Diane M. Dietz		—		—		14,198		14,198

Gerri T. Elliott		—		—		5,335		5,335

Jennifer A. LaClair		—		—		2,247		2,247

John D. Liu		9,288		—		1,491		10,779

James M. Loree		—		—		2,459		2,459

Harish Manwani		—		—		1,231		1,231

Patricia K. Poppe		—		—		22,549		22,549

Larry O. Spencer		—		—		1,418		1,418

Michael D. White		44,496		42,388		1,231		88,115

Rudy Wilson		—		—		1,231		1,231



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

• Carey L. Martin		Executive Vice President and Chief Human Resources Officer

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

• Ava Harter*		Executive Vice President and Chief Legal Officer

* On March 1, 2024, Ms. Harter’s position was re-scoped as a non-executive officer position as part of a global corporate reorganization



2023 COMPANY RESULTS
The Company drove approximately $800 million of cost take-out, improved supply chain performance and delivered one point of North America share gains, all while navigating an increasingly competitive environment around the globe and softening demand in Europe. We advanced our portfolio transformation, with an agreement to contribute our European major domestic appliance business to a newly formed company with Arçelik A.Ş. We also repaid $500 million of our term loan and returned almost $400 million in dividends to shareholders.
The Company:
• Delivered revenue of $19.5 billion, declining approximately 1% year-over-year, as North America share gains and the addition of InSinkErator were more than offset by a normalized promotional environment.
• Delivered GAAP net earnings of $0.5 billion (or 2.5% net earnings margin) and GAAP earnings per share of $8.72, which included held-for-sale adjustments related to European transactions and legacy EMEA legal matters.
• Delivered ongoing (non-GAAP) earnings per diluted share⁽¹⁾ of $16.16 and ongoing (non-GAAP) EBIT margin⁽¹⁾ of 6.1% with strong cost take-out actions, partially offsetting negative impacts of price/mix, currency, and the continued marketing and technology investments needed to drive future efficiencies and growth.
• Continued to invest in innovation and automation, including over $1 billion in capital expenditures and R&D, delivering multiple first-to-market new products.
• Generated cash provided by operating activities of $915 million and free cash flow⁽¹⁾ of $366 million.
• Returned $384 million of cash to shareholders in dividends, representing our 68th consecutive year of dividends paid.
• Repaid $500 million of our acquisition-related term loan and remain committed to maintaining our investment grade credit rating.
• Named one of America’s Most JUST Companies, Fortune’s World’s Most Admired Companies for the 13th consecutive year, and the second consecutive year on Dow Jones Sustainability World Index.
⁽¹⁾ For a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures, please see Annex A.



		PROXY SUMMARY



		PROXY SUMMARY



		PROXY SUMMARY



		PROXY SUMMARY



Pay Element		2023 Result / Action

Base Salary		2023 salary increases for Named Executive Officers ranged from 0% to 3.1%.

Short-term Incentive		2023 Ongoing EBIT and Free Cash Flow results both fell short of target. Payout was determined to be 40% of target. See “Short-term Incentives” below for details.

Long-term Incentive		2021-2023 Cumulative Ongoing EPS exceeded target while 3-year Average ROIC fell below target. Payout was determined to be 98% of target. Payout for Mr. Peters’ special performance award granted in 2021 was determined to be 0% of target. See “Long-term Incentives” below for details.



2023 Comparator Group
3M Company Carrier Global Corporation Caterpillar Inc. Colgate-Palmolive Company Cummins, Inc. 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”))		$	20,171		$	20,616

Net Income (TTM)		$	1,849		$	383

Assets (Most Recent Quarter)		$	25,437		$	17,511

Market Capitalization (December 31, 2022)		$	41,331		$	7,707

Employees			65,600			69,000


Element	Form	Characteristics/Purpose	2023 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 (non-GAAP) 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



NEO	2022 Year-End Annual Salary		2023 Adjustment					March 1, 2023 Annual Salary
NEO	2022 Year-End Annual Salary		Amount		%			March 1, 2023 Annual Salary

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

James W. Peters	$	850,000	$	25,000		+2.9	%	$	875,000

Carey L. Martin	$	660,000	$	20,000		+3.0	%	$	680,000

Gilles Morel ⁽¹⁾	EUR	700,000	EUR	20,000		+2.9	%	EUR	720,000

Ava Harter	$	650,000	$	20,000		+3.1	%	$	670,000


NEO	2023 Short-term Incentive Target Award
NEO	(as a % of Eligible Base Salary)	($)

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

James W. Peters	115%	$	1,006,250

Carey L. Martin	75%	$	510,000

Gilles Morel ⁽¹⁾	100%	EUR	720,000

Ava Harter	75%	$	502,500


Named Executive Officer	2023 SEP Target Award⁽²⁾			Percentage of 2023 SEP Target Award comprised by:
Named Executive Officer	(% of Salary)	($)		PSUs	Stock Options

Marc R. Bitzer	837%		11,000,000	70%	30%

James W. Peters	360%		3,150,000	70%	30%

Carey L. Martin	250%		1,700,000	70%	30%

Gilles Morel ⁽¹⁾	175%		EUR 1,260,000	70%	30%

Ava Harter	240%		1,608,000	70%	30%



		Performance Goals (Payout % Target)

Performance Measure	Weighting	Threshold (0%)	Target (100%)	Maximum (200%)	2021-2023 Actual	Payout

Cumulative Ongoing EPS ⁽¹⁾	50%	$48.00	$60.00	$69.00	$62.39	120%

3-year Average ROIC ⁽²⁾	50%	9.5%	11.5%	13.5%	11.03%	77%


		Marc R. Bitzer Chairman and CEO
				CEO Actual Pay Mix
		Mr. Bitzer’s total pay in 2023 was $12,174,099. This value is based on his (a) actual base salary, (b) actual short-term incentive earned for 2023, and (c) the grant date fair value of 2023 equity awards.



Compensation Element	Value	Rationale

Salary	$1,315,000	Mr. Bitzer received no increase in his salary for 2023.

Short-term incentive	$841,600 40% Company Performance Factor	Mr. Bitzer served as Whirlpool Corporation’s Chairman of the Board and CEO during 2023. His 2023 achievements included: • Led Whirlpool through significant business challenges and an increasingly competitive environment around the globe while continuing to advance our portfolio transformation; • Led the company to achieve approximately $800 million of cost takeout; • Led continued progress on ESG initiatives, including our largest year-over-year GHG emission reduction to date of 25%, and compliance initiatives including our Global Integrity Quarter; • Continued to build a robust talent pipeline and prepare leaders of the future with a focus on “future generation Executive Committee” talent; • Continued to optimize our overall business portfolio with an agreement to contribute our European major appliance business to a newly formed company with Arçelik A.Ş. Using a Company Performance Factor of 40%, the Committee determined that Mr. Bitzer’s resulting 2023 short-term incentive award was $841,600.

Long-term incentive	$10,017,499	Represents the grant date fair value of the target award, with 30% of the target value delivered in stock options and 70% delivered in PSUs, with a 2023-2025 performance period.



Position / Level		Ownership Guideline

Chairman and Chief Executive Officer		7 x salary

Chief Financial Officer and Regional Presidents		5 x salary

Other Executive Officers and Executive Committee Members		4 x salary


Greg Creed, Chair		Gerri T. Elliott

Samuel R. Allen		James M. Loree

Diane M. Dietz		Harish Manwani



Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)⁽⁵⁾		All Other Compensation ($)⁽⁶⁾		Total ($)

Marc R. Bitzer Chairman and Chief Executive Officer		2023		1,315,000		—		6,717,530		3,299,969		841,600		990,731		339,971		13,504,801
		2022		1,315,000		—		7,076,393		3,299,960		—		—		248,680		11,940,033
		2021		1,315,000		—		6,801,705		3,149,966		4,208,000		3,070,010		207,220		18,751,901

James W. Peters Executive Vice President and Chief Financial Officer and President, Whirlpool Asia		2023 2022		870,833 841,667		— —		1,923,559 1,968,546		944,983 917,967		402,500 —		475,213 —		136,882 139,965		4,753,970 3,868,145
		2021		786,667		—		3,663,951		839,984		1,600,000		1,340,990		100,228		8,331,820

Carey L. Martin Executive Vice President and Chief Human Resources Officer		2023		676,667		—		1,038,059		509,967		204,000		142,736		57,034		2,628,463

Gilles Morel Executive Vice President and President, EMEA⁽¹⁾		2023		774,277		—		810,106		397,992		466,560		—		86,922		2,535,857
		2022		732,983		—		890,851		415,445		—		—		128,193		2,167,472
		2021		793,420		—		927,875		429,693		1,557,237		—		152,069		3,860,294

Ava Harter Executive Vice President and Chief Legal Officer		2023		666,667		—		981,893		482,367		201,000		57,869		39,842		2,429,638



Name	2023 ($)

Marc R. Bitzer		13,435,059

James W. Peters		3,847,118

Carey L. Martin		2,076,118

Gilles Morel		1,620,212

Ava Harter		1,963,786



Name	Personal Use of Whirlpool Aircraft^(a) ($)		Other Perquisites^(b) ($)		Defined Contribution Plan Contributions^(c) ($)		Transportation Allowance ^(d) ($)		Insurance Premiums^(e) ($)		Total ($)

Marc R. Bitzer		243,942		11,550		84,479		—		—		339,971

James W. Peters		53,257		24,796		58,829		—		—		136,882

Carey L. Martin		—		10,134		46,900		—		—		57,034

Gilles Morel		—		—		57,319		12,230		17,373		86,922

Ava Harter		—		6,692		33,150		—		—		39,842



Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)						Estimated Future Payouts Under Equity Incentive Plan Awards (#)						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Price of Underlying Options (#)		Exercise or Base Stock and Option Awards ($/Sh)		Grant Date Fair Value of Option Awards⁽¹⁾ ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Stock and Option Awards ($/Sh)		Grant Date Fair Value of Option Awards⁽¹⁾ ($)

Marc R. Bitzer

PEP ⁽²⁾		—		0		2,104,000		4,208,000		—		—		—		—		—		—		—

PSUs ⁽³⁾		2/20/2023		—		—		—		0		53,103		106,206		—		—		—		6,717,530

Stock Options ⁽⁴⁾		2/20/2023		—		—		—		—		—		—		—		87,882		145.00		3,299,969

James W. Peters

PEP ⁽²⁾		—		0		1,006,250		2,012,500		—		—		—		—		—		—		—

PSUs ⁽³⁾		2/20/2023		—		—		—		0		15,206		30,412		—		—		—		1,923,559

Stock Options ⁽⁴⁾		2/20/2023		—		—		—		—		—		—		—		25,166		145.00		944,983

Carey L. Martin

PEP ⁽²⁾		—		0		510,000		1,020,000		—		—		—		—		—		—		—

PSUs ⁽³⁾		2/20/2023		—		—		—		0		8,206		16,412		—		—		—		1,038,059

Stock Options ⁽⁴⁾		2/20/2023		—		—		—		—		—		—		—		13,581		145.00		509,967

Gilles Morel

PEP ⁽²⁾		—		0		777,600		1,555,200		—		—		—		—		—		—		—

PSUs ⁽³⁾		2/20/2023		—		—		—		0		6,404		12,808		—		—		—		810,106

Stock Options ⁽⁴⁾		2/20/2023		—		—		—		—		—		—		—		10,599		145.00		397,992

Ava Harter

PEP ⁽²⁾		—		0		502,500		1,005,000		—		—		—		—		—		—		—

PSUs ⁽³⁾		2/20/2023		—		—		—		0		7,762		15,524		—		—		—		981,893

Stock Options ⁽⁴⁾		2/20/2023		—		—		—		—		—		—		—		12,846		145.00		482,367



Name					OPTION AWARDS										STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (Exercisable) (#)		Number of Securities Underlying Unexercised Options (Unexercisable) (#)⁽¹⁾		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾

Marc R. Bitzer

Stock Options

2015		22,345		—			213.23		2/16/2025

2017		47,694		—			177.19		2/20/2027

2018		3,707		—			172.70		2/19/2028

2019		32,400		—			139.36		2/18/2029

2020		68,396		—			152.16		2/17/2030

2021		40,045		20,023			199.93		2/15/2031

2022		20,692		41,384			196.62		2/14/2032

2023		—		87,882			145.00		2/20/2033

PSUs

2021											36,026	⁽³⁾		4,386,886

2022																39,161	⁽⁴⁾		4,768,635

2023																53,103	⁽⁵⁾		6,466,352

RSUs											23,745	⁽⁶⁾		2,891,485

James W. Peters

Stock Options

2015		1,536		—			213.23		2/16/2025

2017		17,033		—			177.19		2/20/2027

2019		7,296		—			139.36		2/18/2029

2020		17,064		—			152.16		2/17/2030

2021		10,679		5,339			199.93		2/15/2031

2022		5,756		11,512			196.62		2/14/2032

2023		—		25,166			145.00		2/20/2033

PSUs

2021											0	⁽⁷⁾		0

2021											9,606	⁽³⁾		1,169,723

2022																10,894	⁽⁴⁾		1,326,562

2023																15,206	⁽⁵⁾		1,851,635



	Payout of 2020-2022 PSU Awards		RSU Awards		Total Shares Vested

Marc R. Bitzer		91,998		—		91,998

James W. Peters		22,954		—		22,954

Carey L. Martin		11,476		5,000		16,476

Gilles Morel		8,020		—		8,020

Ava Harter		—		5,000		5,000



What is the WTEPP?
The WTEPP is a qualified plan that, together with the other consolidated qualified pension plan, provides all eligible employees, which included most of our U.S. salaried workforce employed prior to the freezing of plan benefits as of December 31, 2006, with a defined benefit pension upon reaching retirement eligibility. For salaried benefits under the WTEPP, the formula is:

2% x years of credited service x average base salary
In this formula:

• “years of credited service” for salaried employees is generally based on hours worked as a salaried employee and also includes periods for which the employee was paid but did not work (such as vacation periods and holidays), periods of military service required to be recognized under federal law, and up to 24 months of long-term disability;

• “average base salary” generally means the average of base salary in effect during the 60 sequential (but not necessarily consecutive) full calendar months of a participant’s last 120 or fewer consecutive full calendar months of service before retirement or other termination of service that will produce the largest average monthly amount; and

• the maximum number of years of credited service under the plan is 30 years.



What is the SERP?
The SERP is a non-qualified plan that provides a benefit based on annual cash incentive compensation, which supplements the benefit calculated on base salary under the WTEPP. With respect to benefits under SERP, the formula is:
2% x years of credited service x average of the highest 5 PEP awards earned over the last 10 full years of employment
In this formula:
• “years of credited service” has the same meaning as it does under the WTEPP described previously (except that credited service has not been frozen under the SERP); and
• the maximum number of years of credited service under the plan is 30 years.