Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14 (a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨    Preliminary Proxy Statement        ¨     CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS
PERMITTED BY RULE 14A-6(E)(2))
x    Definitive Proxy Statement
¨    Definitive Additional Materials
¨    Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=27
(Name of Registrant as Specified In Its Charter)
(Name of Person (s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x    No fee required.
¨    Fee computed on table below per Exchange Act Rules 14a-6 (i) (4) and 0-11.
(1)    Title of each class of securities to which transactions applies:
(2)    Aggregate number of securities to which transaction applies:
(3)    Per unit price or other underlying value of transactions computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)    Proposed maximum aggregate value of transaction:
(5)    Total fee paid:
¨    Fee paid previously with preliminary materials.
¨    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)    Amount Previously Paid:
(2)    Form, Schedule or Registration Statement No.:
(3)    Filing Party:
(4)    Date Filed:
Notes:
Reg. (S) 240.14a-101
SEC 1913 (3–99)








http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=44









PROXY STATEMENT
AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
2018





    



Tuesday, April 17, 2018 at 8:00 a.m. CDT
325 North LaSalle
Chicago, Illinois




http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=22



  
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=28
      
WHIRLPOOL CORPORATION
Global Headquarters
2000 North M-63
Benton Harbor, Michigan 49022-2692

To Our Stockholders:
It is my pleasure to invite you to attend the 2018 Whirlpool Corporation annual meeting of stockholders to be held on Tuesday, April 17, 2018, at 8:00 a.m., Chicago time, at 325 North LaSalle, Chicago, Illinois.
At the meeting, stockholders will vote on the matters set forth in the formal notice of the meeting that follows on the next page. In addition, we will discuss Whirlpool's 2017 performance and the outlook for this year, and we will answer your questions.
We have included with this booklet an annual report containing important financial and other information about Whirlpool.
We are pleased to once again furnish proxy materials to our stockholders via the Internet. We believe this approach provides our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our annual meeting.
Your vote is important. We urge you to please vote your shares now whether or not you plan to attend the meeting. You may revoke your proxy at any time prior to the proxy being voted by following the procedures described in this booklet.
Your vote is important and much appreciated!
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=23
JEFF M. FETTIG
Chairman of the Board
March 2, 2018





http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=28


NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS
 
 
 
 
 
 
 
 
 
 

The 2018 annual meeting of stockholders of WHIRLPOOL CORPORATION will be held at 325 North LaSalle, Chicago, Illinois, on Tuesday, April 17, 2018, at 8:00 a.m., Chicago time, for the following purposes:
1.
to elect 14 persons to Whirlpool's Board of Directors;
2.
to approve, on an advisory basis, Whirlpool's executive compensation:
3.
to ratify the appointment of Ernst & Young LLP as Whirlpool's independent registered public accounting firm for 2018;
4.
to approve the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan; and
5.
to transact such other business as may properly come before the meeting.
A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to April 17, 2018, at Whirlpool's Global Headquarters, 2000 North M-63, Benton Harbor, Michigan 49022-2692.

By Order of the Board of Directors
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=14
BRIDGET K. QUINN
Assistant General Counsel and Corporate Secretary                    
March 2, 2018








http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=43
PROXY SUMMARY
This summary highlights information contained elsewhere in the proxy statement. This summary provides an overview and is not intended to contain all the information that you should consider before voting. We encourage you to read the entire proxy statement for more detailed information on each topic prior to casting your vote.
GENERAL INFORMATION
 
Meeting: Annual Meeting of Stockholders
 
 
Date:  Tuesday, April 17, 2018
 
 
Time:  8:00 a.m., Chicago time
 
 
Location:  325 N. LaSalle, Chicago, Illinois
 
 
Record Date:  February 20, 2018
 
 
Stock Symbol:  WHR
 
 
Exchange:  NYSE & CHX
 
 
Common Stock Outstanding as
of the record date:  70,692,481 shares
 
 
Registrar & Transfer Agent: Computershare Trust Company, N.A.
 
 
Corporate Website:  www.whirlpoolcorp.com
 
        
    
2017 COMPANY PERFORMANCE HIGHLIGHTS *

Record revenues of $21.3 billion
 
Free cash flow of $707 million, an improvement compared to prior year
 
Returned a record $1.1 billion in cash to shareholders

*See page 23 for details of the Company's results for the 2017 fiscal year.


The proxy statement and annual report are available at www.proxyvote.com.


i


OVERVIEW OF VOTING MATTERS
 Board recommendation
Item 1: Election of Directors (page: 6)
FOR each nominee
You are being asked to vote on the election of 14 Directors. The Corporate Governance and Nominating Committee believes that these nominees possess the experience and qualifications to provide sound guidance and oversight to the Company's management. Directors are elected by majority vote for a term of one year.
Item 2: Advisory Vote to Approve Executive Compensation (page: 61)
FOR
You are being asked to approve, on an advisory basis, the compensation of the Company's Named Executive Officers for 2017.
Item 3: Ratification of the Appointment of Ernst & Young LLP (page: 66)
FOR
You are being asked to ratify the Audit Committee's appointment of Ernst & Young LLP as Whirlpool's
Independent Registered Public Accounting Firm for 2018.
Item 4: Approve the 2018 Omnibus Stock and Incentive Plan (page: 67)
FOR
You are being asked to approve the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan.

CORPORATE GOVERNANCE HIGHLIGHTS
For more information about the Company's corporate governance policies, please refer to the Board of Directors and Corporate Governance section beginning on page 11 of the proxy statement.

Proxy Access
Majority Voting in Director Elections
Board Refreshment (Four new independent directors in four years)
Annual Director Elections
Independent Presiding Director
Shareholder Engagement
Global Code of Ethics

DIRECTOR NOMINEES
Additional details about each of the director nominees can be found beginning on page 6.

Name
* indicates Independent Director
Samuel
Allen
 *
Marc Bitzer
Greg Creed
*
Gary
DiCamillo *
Diane
Dietz
*
Gerri
 Elliott
*
Jeff
Fettig

Michael Johnston *
John
Liu
*
James Loree
*
Harish
Manwani
*
William
Perez
 *
Larry Spencer *
Michael
White
 *
Age
64
53
60
67
52
61
61
70
49
59
64
70
64
66
Director since
2010
2015
2017
1997
2013
2014
1999
2003
2010
2017
2011
2009
2016
2004
Committee Membership (# of meetings in 2017)
Audit Committee (9)
 
 
 
X
 
X
 
X
X
X
 
 
 
Chair
Human Resources Committee (4)
X
 
X
 
X
 
 
Chair
 
 
X
X
 
 
Finance Committee (3)
 
 
X
X
 
X
 
 
X
 
 
Chair
X
 
CG&N Committee (4)
Chair
 
 
 
X
 
 
 
 
X
X
 
X
X



ii


TENURE, EXPERIENCE, AND DIVERSITY

Our Board of Directors reflects an effective mix of business expertise,
company knowledge, and diverse perspectives.

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=19 http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=18

 
 
 
 
 
COMPENSATION HIGHLIGHTS
The CD&A section beginning on page 23 includes the following highlights:
What we do:
What we don't do:
ü Pay for performance
X Allow hedging or pledging
ü Robust executive stock ownership guidelines
X Excise tax gross ups
ü “Double trigger change in control
X Reprice stock options
ü Claw-back policies for all variable pay
X Grant RSUs that pay dividends/equivalents
        prior to vesting


iii


OUR COMPENSATION PHILOSOPHY: PAY FOR PERFORMANCE

The Company employs a pay-for-performance philosophy which provides that compensation should be incentive-driven, a significant portion of pay should be performance-based, compensation should be linked to the drivers of long-term stockholder value, and compensation should be tied to business results and individual performance. The majority of 2017 CEO and NEO target compensation consisted of at-risk pay, as demonstrated in the table below.
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=17

2017 EXECUTIVE COMPENSATION SUMMARY
Named Executive Officer
2017 Base Salary ($)
2017 Annual Incentive Award ($)
2017 Long-Term Incentive Award Value(1) ($)
2017 TOTAL DIRECT COMPENSATION (2) ($)
Jeff M. Fettig  (3)
1,480,000
971,354
10,656,184

13,107,538
Marc R. Bitzer (3)
1,091,667
591,798
4,199,954

5,883,419
James W. Peters
588,333
205,135
1,525,341

2,318,809
Joseph T. Liotine
595,000
300,155
3,809,447

4,704,602
João C. Brega
638,130
265,182
3,330,124

4,233,436
David T. Szczupak
770,833
268,766
1,257,514

2,297,113

1.
Long-Term Incentive Award Value column includes total grant date fair value of Stock Awards and Option Awards. For Messrs. Peters, Liotine, Brega, and Szczupak, this column also includes performance cash units earned during the 2015-2017 performance period.

2.
Total Direct Compensation does not include items that are included in the "All Other Compensation" category as disclosed in the Summary Compensation Table on page 42, nor does it include changes in pension benefits. Pension accruals are determined by formula and do not involve a Board or Human Resources Committee decision. Please see the Summary Compensation Table on page 42 for full details.

3.
On October 1, 2017, Mr. Bitzer succeeded Mr. Fettig as Chief Executive Officer of the Company.

95% stockholder support for "Say On Pay" resolution at our 2017 Annual Meeting


iv




TABLE OF CONTENTS
    2017 Pension Benefits
A-1
B-1


v


 
 
 
 
 
 
 
 
PROXY STATEMENT
 
 
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on April 17, 2018:
This Proxy Statement and the Accompanying Annual Report are Available at: http://investors.whirlpoolcorp.com/financial-information/annual-reports
 
 
 
 
 
 
 
 

Information about the Annual Meeting and Voting

Our 2018 annual meeting of stockholders will be held on Tuesday, April 17, 2018, at 8:00 a.m., Chicago time, at 325 North LaSalle, Chicago, Illinois. This proxy statement contains information about the matters being submitted to a vote of the stockholders. It also gives you information that we are required to provide under U.S. Securities and Exchange Commission rules and which is intended to help you make informed voting decisions.
Why am I receiving these materials?
You received these proxy materials because our Board of Directors (the "Board") is soliciting your proxy to vote your shares at our annual meeting of stockholders. By giving your proxy, you authorize persons selected by the Board to vote your shares at the annual meeting in the way that you instruct. All shares represented by valid proxies received before the annual meeting will be voted in accordance with the stockholder's specific voting instructions.
Why did I receive a Notice Regarding the Availability of Proxy Materials?
As permitted by Securities and Exchange Commission rules, we are making this proxy statement and our annual report (the "Proxy Materials") available to our stockholders electronically via the Internet. On or about March 8, 2018, we intend to mail to our stockholders a notice containing instructions on how to access the Proxy Materials and how to vote their shares online. If you receive a Notice Regarding the Availability of Proxy Materials (a "Notice") by mail, you will not receive a printed copy of the Proxy Materials in the mail unless you specifically request them. Instead, the Notice instructs you on how to review the Proxy Materials and submit your voting instructions over the Internet. If you receive a Notice by mail and would like to receive a printed copy of our Proxy Materials, you should follow the instructions contained in the Notice for requesting such materials.
What is "householding" and how does it affect me?
The Securities and Exchange Commission's rules permit us to deliver a single Notice or set of Proxy Materials to one address shared by two or more of our stockholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice or set of Proxy Materials to multiple stockholders who share an address, unless we received contrary instructions prior to the mailing date. If you prefer to receive separate copies of the Notice or Proxy Materials, contact Broadridge Investor Communication Solutions, Inc. at (800) 542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY, 11717, and we will deliver a separate copy promptly. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices or Proxy Materials for your household, please contact Broadridge at the above phone number or address.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 1


What does it mean if I receive more than one Notice, proxy card or instruction form?
This means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please vote each account over the Internet or by telephone, or sign and return by mail all proxy cards and instruction forms. We encourage you to have all your accounts registered in the same name and address by contacting our transfer agent, Computershare Trust Company, N.A., Shareholder Services, at (877) 453-1504; TDD/TTY for hearing impaired: (800) 952-9245 or in writing at P.O. Box 30170, College Station, TX, 77842-3170. If you hold your shares through a bank or broker, you can contact your bank or broker to request consolidation.
Who can vote on matters presented at the annual meeting?
Stockholders of record of Whirlpool common stock as of the record date, February 20, 2018, are entitled to vote on matters presented at the annual meeting. Each of the approximately 70,692,481 shares of Whirlpool common stock issued and outstanding as of that date is entitled to one vote.
What is the difference between holding stock as a stockholder of record and as a beneficial owner?
If your shares are registered in your name with Whirlpool's transfer agent, Computershare Trust Company, N.A., you are the "stockholder of record" of those shares. If your shares are held in a stock brokerage account, bank or other holder of record, you are considered the "beneficial owner" of those shares. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.
How do I vote my shares?
You may attend the annual meeting and vote your shares in person if you are a record holder. If you are a beneficial owner, you may obtain a legal proxy from your broker, bank, or other holder of record, attend the annual meeting, and vote your shares in person. You may vote without attending the annual meeting by granting a proxy for shares of which you are the stockholder of record, or by submitting voting instructions to your broker or nominee for shares that you hold beneficially in street name. In most cases, you will be able to do this by Internet or telephone, or by mail if you received a printed set of Proxy Materials.
By Internet - If you have Internet access, you may submit your proxy by following the instructions provided in the Notice, or if you received a printed set of Proxy Materials by mail, by following the instructions provided with your Proxy Materials and on your proxy card or voting instruction card.
By Telephone - If you have Internet access, you may obtain instructions on voting by telephone by following the Internet access instructions provided in the Notice. If you received a printed set of Proxy Materials, your proxy card or voting instruction card will provide instructions to vote by telephone.
By Mail - If you received a printed set of Proxy Materials, you may submit your proxy by mail by signing your proxy card if your shares are registered in your name or by following the voting instructions provided by your broker, nominee or trustee for shares held beneficially in street name, and mailing it in the enclosed envelope.
A Notice cannot be used to vote your shares. The Notice does, however, provide instructions on how to vote by Internet, or by requesting and returning a paper proxy card or voting instruction card.

2 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


What if I submit my proxy or voting instructions, but do not specify how I want my shares to be voted?
If you are a stockholder of record and you do not specify how you want to vote your shares on your signed proxy card or by Internet or telephone, then the proxy holders will vote your shares in the manner recommended by the Board for all matters presented in this proxy statement and as they determine in their discretion with respect to other matters presented for a vote at the annual meeting. If you are a beneficial owner and you do not give specific voting instructions, the institution that holds your shares may generally vote your shares on routine matters, but may not vote your shares on non-routine matters. If you do not give specific voting instructions to the institution that holds your shares with respect to a non-routine matter, the institution will inform the inspector of election that it does not have authority to vote on this matter with respect to your shares. This is called a broker non-vote. The only routine matter included in this proxy statement is the ratification of the appointment of Ernst & Young LLP as Whirlpool's independent registered public accounting firm for 2018.
What if other business comes up at the annual meeting?
If any nominee named herein for election as a director is not available to serve, the accompanying proxy will be voted in favor of the remainder of those nominated and may be voted for a substitute nominee. Whirlpool expects all nominees to be available to serve and knows of no matter to be brought before the annual meeting other than those covered in this proxy statement. If, however, any other matter properly comes before the annual meeting, we intend that the accompanying proxy will be voted thereon in accordance with the judgment of the persons voting such proxy.
What if I want to revoke my proxy or change my vote?
If you are a stockholder of record, you may revoke your proxy at any time before it is exercised in any of three ways: (1) by submitting written notice of revocation to Whirlpool's Corporate Secretary; (2) by submitting another proxy via the Internet, telephone, or mail that is dated as of a later date and properly signed; or (3) by voting in person at the meeting. You may change your vote by submitting another timely vote by Internet, telephone or mail, or voting in person at the annual meeting. If you are a beneficial owner, you must contact the institution that holds your shares to revoke your voting instructions or change your vote.
What if I hold shares through the Whirlpool 401(k) Retirement Plan?
If you participate in the Whirlpool 401(k) Retirement Plan and hold shares of Whirlpool stock in your plan account as of the record date, you will receive a request for voting instructions from the plan trustee (Vanguard) with respect to your plan shares. If you hold Whirlpool shares outside of the plan, you will vote those shares separately. You are entitled to direct Vanguard how to vote your plan shares. If you do not provide voting instructions to Vanguard by 11:59 p.m. Eastern time on April 12, 2018, the Whirlpool shares in your plan account will be voted by Vanguard in the same proportion as the shares held by Vanguard for which voting instructions have been received from other participants in the plan. You may revoke your previously provided voting instructions by submitting either a written notice of revocation or a properly executed proxy dated as of a later date prior to the deadline for voting plan shares.
What should I know about attending the annual meeting?
If you attend, please note that you will be asked to check in at the registration desk and present valid photo identification. If you are a beneficial owner, you will also need to bring a copy of your voting instruction card or brokerage statement reflecting your stock ownership as of the record date. If you wish to designate someone as a proxy to attend the annual meeting on your behalf, that person must bring a valid legal proxy containing your signature and printed or typewritten name as it appears in the list of registered stockholders or on your account statement if you are a beneficial owner. Cameras, recording devices, cell phones, and other electronic devices will not be permitted at the meeting other than those operated by Whirlpool or its designees. All bags, briefcases, and packages will need to be checked at the door or will be subject to search.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 3


Who will count the votes?
Broadridge Investor Communication Solutions, Inc. will act as the independent inspector of election and will certify the voting results.
Will my vote be confidential?
Whirlpool's Board has adopted a policy requiring all votes to be kept confidential from management except when disclosure is made public by the stockholder, required by law, and/or in other limited circumstances.
What is the quorum for the annual meeting?
Stockholders representing at least 50% of the common stock issued and outstanding as of the record date must be present at the annual meeting, either in person or represented by proxy, for there to be a quorum at the annual meeting. Abstentions and broker non-votes are counted as present for establishing a quorum.
How many votes are needed to approve the proposals?
Item 1 (Election of Directors). For the election of directors (provided the number of nominees does not exceed the number of directors to be elected), each director nominee must receive the majority of the votes cast with respect to that director nominee (number of votes cast "for" a director nominee must exceed the number of votes cast "against" that director nominee).
Item 2 (Advisory Vote to Approve Whirlpool's Executive Compensation). The affirmative vote of a majority of the outstanding common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to approve Whirlpool's named executive officer compensation.
Item 3 (Ratification of Ernst & Young LLP). The affirmative vote of a majority of the outstanding common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to approve the ratification of Ernst & Young LLP as Whirlpool's independent registered public accounting firm.
Item 4 (Approve the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan). The affirmative vote of a majority of the outstanding common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to approve the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan.
Other Business. The affirmative vote of a majority of the outstanding common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to approve any other matter that may properly come before the meeting.
How are abstentions and broker non-votes treated?
Abstentions will have no effect on Item 1. Abstentions will be treated as being present and entitled to vote on Items 2-4, and therefore, will have the effect of votes against such proposals. If you do not provide your broker or other nominee with instructions on how to vote your shares held in street name, your broker or nominee will not be permitted to vote them on non-routine matters, such as Items 1, 2, and 4, which will result in a broker non-vote. Shares subject to a broker non-vote will not be considered entitled to vote with respect to Items 1, 2, and 4, and will not affect the outcome on those Items. We encourage you to provide instructions to your broker regarding how to vote your shares.
Who will pay for this proxy solicitation?
Whirlpool will pay the expenses of the solicitation of proxies. We expect to pay fees of approximately $14,500 plus certain expenses for assistance by D.F. King & Co., Inc. in the solicitation of proxies. Proxies may be solicited by directors, officers, Whirlpool employees, and by D.F. King & Co., Inc. , personally and by mail, telephone or other electronic means.

4 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


How do I submit a stockholder proposal for the 2019 annual meeting?
Our annual meeting of stockholders is generally held on the third Tuesday in April. Any stockholder proposal that you intend to have us include in our proxy statement for the annual meeting of stockholders in 2019 must be received by the Corporate Secretary of Whirlpool at corporate_secretary@whirlpool.com by November 8, 2018, and must otherwise comply with the Securities and Exchange Commission's rules in order to be eligible for inclusion in the proxy statement and proxy form relating to this meeting. Other proposals must be received by the Corporate Secretary of Whirlpool personally, by registered or certified mail by January 16, 2019, and must satisfy the procedures set forth in Whirlpool's by-laws to be considered at the 2019 annual meeting.
Stockholders may also, under certain circumstances, nominate directors for inclusion in our proxy materials by complying with the requirements in our by-laws. For more information regarding proxy access, please see the next question.

How do I nominate a director using proxy access?

In 2016, our Board adopted a "proxy access" by-law after thoughtful consideration of the appropriate proxy access structure for the Company and engagement with our stockholders. The proxy access by-law allows a stockholder, or a group of up to 20 stockholders, who have held 3% or more of our outstanding shares continuously for at least three years to nominate and include in the Company's proxy materials director nominees constituting up to the greater of two individuals or 20% of our Board, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in Article II, Section 13 of our by-laws.
To be included in the proxy materials for our 2019 annual meeting of stockholders, we must receive a stockholder's notice to nominate a director under our proxy access by-law between October 9, 2018 and November 8, 2018. Such notice must be delivered to, or mailed to and received by, the Corporate Secretary of Whirlpool. The notice must contain the information required by our by-laws, and the stockholder(s) and nominee(s) must comply with the information and other requirements in our by-laws relating to the inclusion of stockholder nominees in our proxy materials.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 5


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=29
 
Item 1- Election of Directors
 
Director Nominees

Item 1 – Directors and Nominees for Election as Directors

As the number one major appliance manufacturer in the world, with revenues of approximately $21 billion and sales in nearly every country around the world, we believe our Board should be composed of individuals with experience and demonstrated expertise in many substantive areas that impact our business and align with the Company's strategy. We believe our directors possess the professional and personal qualifications necessary for service on our Board. We have highlighted below the specific qualifications of our directors in relation to our strategy.
Skills and Experience
 
Relevance to Whirlpool's Strategy
Leadership of Large/Complex Organizations
Whirlpool is a large, complex, global company, and directors who have successfully held leadership positions in such organizations possess experience and the ability to drive strong results.
Directors with expertise:
 
Allen, Bitzer, Creed, DiCamillo, Dietz, Elliott, Fettig, Johnston, Loree, Manwani, Perez, Spencer, White
Global Business Operations
Whirlpool's continued profitable growth depends on strong operational execution in emerging markets and other countries beyond the United States, and global experience aids directors in oversight of our global business and strategy.
Directors with expertise:
 
Allen, Bitzer, Creed, DiCamillo, Dietz, Elliott, Fettig, Johnston, Liu, Loree, Manwani, Perez, Spencer, White
International Work Experience
Whirlpool sells products in nearly every country throughout the world, and directors with international experience possess unique perspectives on the countries in which we operate.
Directors with expertise:
 
Allen, Bitzer, Creed, DiCamillo, Dietz, Elliott, Fettig, Manwani, Perez, Spencer, White
Corporate Strategy/M&A
Whirlpool evaluates M&A opportunities to determine if there is a strategic fit, strong value creation potential, and clear execution capacity. Directors with strategy and M&A expertise provide critical insights in evaluating such opportunities.
Directors with expertise:
 
Allen, Bitzer, DiCamillo, Dietz, Fettig, Johnston, Liu, Loree, Perez, White
Sales and Trade Management
A strong distribution strategy, maintaining excellent relationships, and delivering on our promises to trade customers are key drivers of our profitable growth, and such skills enable directors to provide effective oversight of this aspect of our business.
Directors with expertise:
 
Allen, Bitzer, Creed, DiCamillo, Dietz, Elliott, Fettig, Loree, Manwani, Perez, Spencer, White
Product Development
Product leadership is key to our growth and success, and directors with this expertise provide development strategy and process insights.
Directors with expertise:
 
Allen, Bitzer, Creed, DiCamillo, Dietz, Fettig, Johnston, Loree, Spencer, White
Innovation, Technology and Engineering
Whirlpool is committed to industry-leading and consumer-relevant innovation, and directors with this experience provide unique perspectives on our innovation strategy and execution.
Directors with expertise:
 
Allen, Bitzer, DiCamillo, Dietz, Elliott, Johnston, Loree, Spencer, White
Global Supply Chain, Manufacturing, Logistics
Whirlpool is focused on maintaining the best cost structure in the industry, and directors with this experience provide oversight of our manufacturing and logistics strategies.
Directors with expertise:
 
Allen, Bitzer, DiCamillo, Dietz, Fettig, Johnston, Loree, Spencer, White
Marketing/Digital Marketing/Branded Consumer Products
Brand leadership and enhancing the consumer experience for our branded products are key Whirlpool strategies, and directors with this expertise provide valuable insights.

Directors with expertise:
 
Bitzer, Creed, DiCamillo, Dietz, Elliott, Fettig, Loree, Manwani, Perez, White
Accounting, Finance and Capital Structure
Whirlpool conducts business throughout the world and engages in complex financial transactions in numerous countries and currencies, and such skills assist our directors in evaluating our capital structure and overseeing our financial reporting.
Directors with expertise:
 
Allen, Bitzer, DiCamillo, Dietz, Fettig, Johnston, Liu, Loree, Perez, Spencer, White
Board Practices of Other Major Corporations
Whirlpool believes that effective corporate governance is a key to achieving strong results, and that experience on other boards provides our directors with valuable insights on emerging trends and effective governance and oversight.
Directors with expertise:
 
Allen, Creed, Dietz, Elliott, Fettig, Johnston, Liu, Loree, Manwani, Perez, White
Legal/Regulatory and Government Affairs
Whirlpool regularly faces legal and regulatory issues around the world. Such experience aids directors in overseeing Whirlpool's risk management and compliance in these constantly evolving areas.
Directors with expertise:
 
Allen, Dietz, Fettig, Loree, Spencer, White
Human Resources and Development Practices
Thoughtful succession planning and talent management are key to ensuring our continued success, and directors with HR and development expertise are adept at assessing our talent pipeline.
Directors with expertise:
 
Allen, Bitzer, Dietz, Fettig, Johnston, Loree, Manwani, Perez, Spencer, White

6 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=29
 
Item 1- Election of Directors
 
Director Nominees

We currently have 14 directors on the Board. Directors who are elected will serve until our next annual meeting of stockholders and stand for reelection annually. Each of the nominees below has consented to be a nominee named in this proxy statement and to serve if elected. The Board recommends a vote FOR the election of each of the directors nominated below.
SAMUEL R. ALLEN
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=5
Mr. Allen, 64, has served as a director since 2010. Mr. Allen has been Chairman and Chief Executive Officer of Deere & Co., a farm machinery and equipment company, since 2010, and a director since 2009. Mr. Allen joined Deere & Co. in 1975 and since that time has held positions of increasing responsibility.
• Committees: Corporate Governance and Nominating (chair); Human Resources
 
 
MARC R. BITZER
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=6
Mr. Bitzer, 53, has served as a director since 2015. Mr. Bitzer was named President and Chief Executive Officer, Whirlpool Corporation, in October 2017. He previously served as President and Chief Operating Officer from 2015 to 2017. Prior to this role, Mr. Bitzer was Vice Chairman, Whirlpool Corporation, a position he held from 2014 to 2015. Prior to this role, Mr. Bitzer was President of Whirlpool North America and Whirlpool Europe, Middle East and Africa after holding other positions of increasing responsibility since 1999.
 
 
GREG CREED
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=21
Mr. Creed, 60, has served as a director since 2017. Mr. Creed has been Chief Executive Officer of YUM! Brands, Inc., a leading operator of quick service restaurants, since 2015. 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 served as a director of YUM! since 2014 and previously served as a director of International Game Technology from 2010 to 2015.
• Committees: Human Resources; Finance
 
 
GARY T. DICAMILLO
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=7
Mr. DiCamillo, 67, has served as a director since 1997. Mr. DiCamillo has served as President and Chief Executive Officer of Universal Trailer Corporation since June 2017. He has been a Partner at Eaglepoint Advisors, LLC, a turnaround, restructuring, and strategic advisory firm, since January 2010. 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 August 2009. From 1995 to 2002, Mr. DiCamillo served as Chairman and Chief Executive Officer of Polaroid Corporation. Mr. DiCamillo is a director of Purple Innovation, Inc. (formerly known as Global Partner Acquisition Corp.) since 2015. 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 previously served as a director, as well as Lead Director, of 3Com Corporation (from 2000 to 2009).
• Committees:  Audit; Finance
 
 

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 7


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=29
 
Item 1- Election of Directors
 
Director Nominees

DIANE M. DIETZ
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=8
Ms. Dietz, 52, has served as a director since 2013. Ms. Dietz has been the President and Chief Executive Officer of Rodan & Fields, LLC, a leading premium skincare company, since 2016. 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 Procter & Gamble from 1989 through 2008.
• Committees:  Corporate Governance and Nominating; Human Resources

GERRI T. ELLIOTT
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=9
Ms. Elliott, 61, has served as a director since 2014. Ms. Elliott is the former Executive Vice President, Strategic Advisor and Chief Customer Officer of Juniper Networks, a producer of high-performance networking equipment. Ms. Elliott began her employment with Juniper Networks in 2009 and held positions of increasing responsibility until her retirement in 2014. Before joining Juniper Networks, Ms. Elliott was at Microsoft Corporation, where she was Corporate Vice President, Worldwide Public Sector Organization from 2004 to 2008. Prior to joining Microsoft Corporation, Ms. Elliott spent 22 years at IBM Corporation, where she held several senior executive positions in the U.S. and internationally. Ms. Elliott is a director of Imperva, Inc. (since 2015), Mimecast Limited (since 2017), and Marvell Technology Group Ltd. (since 2017), and was previously a director of Bed Bath & Beyond, Inc. (until 2017).
• Committees: Audit; Finance

JEFF M. FETTIG
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=10
Mr. Fettig, 61, has served as a director since 1999. Mr. Fettig stepped down as Chief Executive Officer of Whirlpool Corporation in October 2017, a position he held since 2004, but continues to serve as Executive Chairman of the Board, a position he has held since 2004. Prior to 2004, Mr. Fettig held other positions of increasing responsibility with Whirlpool beginning in 1981. Mr. Fettig is also a director of DowDuPont Inc., having served as a director of the Dow Chemical Company since 2003.
 
 
 
MICHAEL F. JOHNSTON
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=11
Mr. Johnston, 70, has served as a director since 2003. Mr. Johnston retired from Visteon Corporation, an automotive components supplier, in 2008. At Visteon, he served as Chairman of the Board and Chief Executive Officer, President, and Chief Operating Officer at various times since 2000. In May 2009, Visteon filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. Before joining Visteon, Mr. Johnston held various positions in the automotive and building services industry. Mr. Johnston is also a director of Armstrong Flooring, Inc. (since 2016) and Dover Corporation (since 2013), and previously served as a director of Armstrong World Industries, Inc. (2010 to 2016), and Flowserve Corporation (1997 to 2013).
• Committees:  Audit; Human Resources (chair)
 
 

8 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=29
 
Item 1- Election of Directors
 
Director Nominees

JOHN D. LIU
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=12
Mr. Liu, 49, has served as 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. Mr. Liu has served as a director of Greenhill & Co. since June 2017.
• Committees:  Audit; Finance
 
 
JAMES M. LOREE
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=24
Mr. Loree, 59, has served as a director since December 2017. Mr. Loree has been President and Chief Executive Officer of Stanley Black & Decker, Inc., a leading consumer products company, since 2016. Prior to this, he 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 has served as a director of Stanley Black & Decker since 2016, and previously served on the board of Harsco Corporation from 2010 to 2016 and as chairman of Harsco's Audit Committee from 2012 to 2016. Mr. Loree was recommended to Whirlpool's Corporate Governance and Nominating Committee and Board by a third party search firm.
• Committees:  Audit; Corporate Governance and Nominating
 
 
HARISH MANWANI
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=13
Mr. Manwani, 64, has served as a director since 2011. Mr. Manwani is Global Executive Advisor for Blackstone Private Equity Group, a position he has held since 2015. Mr. Manwani is the former Chief Operating Officer of Unilever, a global consumer product brands company, a position he was appointed to in 2011 and held until his retirement in 2014. He remains the non-executive Chairman of Hindustan Unilever Limited (HUL). Mr. Manwani has served as a director of Pearson plc (since 2013) and has announced his intention not to run for re-election in 2018. Mr. Manwani is also a director of Qualcomm Inc. (since 2014) and Nielsen Holdings plc (since 2015) and is a director of the Economic Development Board of Singapore.
• Committees:  Corporate Governance and Nominating; Human Resources
 
 
WILLIAM D. PEREZ
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=3
Mr. Perez, 70, has served as a director since 2009. Mr. Perez was a Senior Advisor to Greenhill & Co., Inc., a global investment banking firm, from 2010 to 2017. Prior to joining Greenhill & Co., Inc., Mr. Perez was President and Chief Executive Officer of the Wm. Wrigley Jr. Company from 2006 to 2008, and President, Chief Executive Officer, and a director of Nike, Inc. from 2004 to 2006. Mr. Perez spent 34 years at S.C. Johnson in various positions, including Chief Executive Officer and President. Mr. Perez is also a director of Johnson & Johnson (since 2007) and previously served as a director of Kellogg Company (2000 to 2006) and Campbell Soup Company (2009 to 2012).
• Committees:  Finance (chair); Human Resources
 
 

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 9


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=29
 
Item 1- Election of Directors
 
Director Nominees

LARRY O. SPENCER
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=2
General Spencer, 64, has served as a director since 2016. General Spencer is President of the Air Force Association, a position he has 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 is also a director of Triumph Group, Inc. (since January 2018).
• Committees:  Corporate Governance and Nominating; Finance
 
 
MICHAEL D. WHITE
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=4
Mr. White, 66, has served as a director since 2004. Mr. White served as an Advisory Partner for Trian Fund Management, L.P. from 2016 to December 2017, and was 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 the company 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 is also a director of Kimberly-Clark Corporation (since 2015) and Bank of America Corporation (since June 2016).
• Committees:  Audit (chair); Corporate Governance and Nominating


The Board of Directors recommends that stockholders vote FOR the election of each of these nominees as a director.



10 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=30
 
 
 
Board of Directors and Corporate Governance

Board of Directors and Corporate Governance

I. Board of Directors and Committees
Board of Directors
During 2017, our Board met six times and had four committees. The committees consisted of an Audit Committee, a Corporate Governance and Nominating Committee, a Human Resources Committee, and a Finance Committee. Each director attended at least 75% of the total number of meetings of the Board and the Board committees on which he or she served.
All directors properly nominated for election are expected to attend the annual meeting of stockholders. In 2017, all of our directors attended the annual meeting of stockholders.
Each Committee may form subcommittees and delegate certain actions to those subcommittees.

The table below lists the number of times each committee met in 2017, the major responsibilities of each committee, and the current membership for each committee.
Committee
 
Key Responsibilities
Audit
Oversee accounting functions, internal controls, and the integrity of financial statements and related reports
Oversee compliance with legal and regulatory requirements, and monitor risk management and assessment processes
Retain the independent registered accounting firm; monitor the firm's performance, qualifications, and independence, and approve all fees
9 meetings
Oversee the performance of our internal audit function
Committee Members:
 
White (Chair), DiCamillo, Elliott, Johnston, Liu, and Loree
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
4 meetings
Recommend the corporate governance principles adopted by Whirlpool
Committee members:
 
Allen (Chair), Dietz, Loree, Manwani, Spencer, and White
Human Resources
Determine and approve compensation for CEO and other executive officers
Approve goals/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
4 meetings
Make recommendations to the Board on Whirlpool's incentive plans
Committee members:
 
Johnston (Chair), Allen, Creed, Dietz, Manwani, and Perez
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
Review tax-planning strategy and initiatives
3 meetings
Oversee the establishment and implementation of guidelines relating to the management of significant financial structure risks
Committee members:
 
Perez (Chair), Creed, DiCamillo, Elliott, Liu, and Spencer



Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 11


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=30
 
 
 
Board of Directors and Corporate Governance

Director Independence

The Corporate Governance and Nominating Committee conducts an annual review of the independence of the members of the Board and its committees, and reports its findings to the full Board. Twelve of our 14 directors are nonemployee directors (all except Messrs. Fettig and Bitzer). The Board has adopted the NYSE listing standards for evaluating director independence, but has not adopted any other categorical standards of materiality for independence purposes. When assessing director independence, the Board considers the various transactions and relationships known to the Board (including those identified through annual directors questionnaires) that exist between the Company and the entities with which our directors or members of their immediate families are, or have been, affiliated. For 2017, the Committee evaluated certain transactions that arose in the ordinary course of business between the Company and such entities and which did not exceed the thresholds provided under the NYSE listing standards. Information provided by the directors and Whirlpool did not indicate any relationships (e.g., commercial, industrial, banking, consulting, legal, accounting, charitable, or familial) which would impair the independence of any of the nonemployee directors. Based on the report and recommendation of the Corporate Governance and Nominating Committee, the Board has determined that each of its nonemployee directors satisfies the independence standards set forth in the listing standards of the NYSE.
Committee Member Independence and Expertise
Each Board committee is comprised solely of independent directors who meet the independence standards under the NYSE listing standards.
In addition, the Audit Committee members all meet the enhanced independence standards for audit committee members set forth in the NYSE listing standards (which incorporates the standards set forth in the rules of the Securities and Exchange Commission). The Board has determined that each member of the Audit Committee satisfies the financial literacy qualifications of the NYSE listing standards and that Mr. White satisfies the "audit committee financial expert" criteria established by the Securities and Exchange Commission and has accounting and financial management expertise as required under the NYSE listing rules.
Similarly, the Human Resources Committee members all meet the enhanced independence standards for compensation committee members under the NYSE listing standards (which incorporates the standards set forth in the rules of the Securities and Exchange Commission), and qualify as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code and "nonemployee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934. For information about the Human Resources Committee's processes for establishing and overseeing executive compensation, refer to "Compensation Discussion and Analysis – Role of the Human Resources Committee."
II. Corporate Governance
Board Leadership Structure
As noted above, our Board is currently comprised of twelve independent and two employee directors. Mr. Fettig, our Chief Executive Officer until October 2017, served as Chairman of the Board and Chief Executive Officer since July 2004, and has been a member of our Board since June 1999. In October 2017, Mr. Bitzer became the Chief Executive Officer of the Company, with Mr. Fettig continuing to serve as executive Chairman of the Board. Since 2003, the Board has designated one of the independent directors as Presiding Director. We believe that the number of independent, experienced directors that make up our Board, along with the independent oversight of our Presiding Director, benefits Whirlpool and its stockholders. Mr. Allen is currently serving as the Presiding Director.

12 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=30
 
 
 
Board of Directors and Corporate Governance

We recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. The Board of Directors believes that our current leadership structure, which separates the Chairman and Chief Executive Officer roles and designates an independent Presiding Director, is appropriate at this time in ensuring leadership continuity at the Board level throughout the CEO transition period. Mr. Fettig, as executive Chairman, remains involved in long-term strategic planning and other key matters, including major transactions and government relations, and continues to advise Mr. Bitzer. Given Mr. Fettig's long tenure as CEO and in-depth knowledge of the Company, the Board believes that Mr. Fettig remains best positioned to develop Board agendas that focus on the most critical matters requiring the Board's time and attention. Mr. Fettig also presides over meetings of the full Board and focuses on Board oversight responsibilities and risk management.
As Mr. Fettig is not an independent director, the Board continues to believe it is appropriate for the independent directors to elect one independent director to serve as a Presiding Director.
 
 
 
 
 
 
 
 
 
Presiding Director Responsibilities
 
 
 
 
Preside at executive sessions of nonemployee directors
 
 
 
Coordinate with the Chairman of the Board and the Chief Executive Officer in establishing the annual agenda and topic items for Board meetings
 
 
 
Serve as a focal point for managing stockholder communication with independent directors
 
 
 
Retain independent advisors on behalf of the Board as the Board may determine is necessary or appropriate
 
 
 
Assist the Human Resources Committee with the annual evaluation of the performance of the Chairman of the Board and the Chief Executive Officer, and in conjunction with the Chair of the Human Resources Committee, meet with the Chairman of the Board and the Chief Executive Officer to discuss the results of such evaluation
 
 
 
Perform such other functions as the independent directors may designate from time to time
 
 
 
 
 
 
 
 
 
 
 
 
 
Our Board conducts an annual evaluation in order to determine whether it and its committees are functioning effectively. As part of this annual self-evaluation, the Board evaluates whether the current leadership structure continues to be optimal for Whirlpool and its stockholders. Our Corporate Governance Guidelines provide the flexibility for our Board to modify or continue our leadership structure in the future, as it deems appropriate.
Risk Oversight
Our Board is responsible for overseeing Whirlpool's risk management. The Board focuses on Whirlpool's general risk management strategy and the most significant risks facing Whirlpool, and ensures that appropriate risk mitigation policies and procedures are implemented by management. The Board receives risk management updates from management in connection with its general oversight and approval of corporate matters.

The Board has delegated to the Audit Committee oversight of Whirlpool's risk management process. Among its duties, the Audit Committee reviews with management:
Whirlpool's policies with respect to risk assessment and management of risks that may be material to Whirlpool;
Whirlpool's system of disclosure controls and system of internal controls over financial reporting;
Whirlpool's compliance with legal and regulatory requirements; and

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 13


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=30
 
 
 
Board of Directors and Corporate Governance

Major legislative and regulatory developments that could materially impact Whirlpool's contingent liabilities and risks.
Our other Board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.
Whirlpool's management is responsible for day-to-day risk management. Our risk management, internal audit, and compliance areas serve as the primary monitoring and testing functions for Company-wide policies and procedures and manage the day-to-day oversight of the risk management strategy for the ongoing business of Whirlpool. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, operational, and compliance and financial reporting levels.
We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing Whirlpool, and that our Board leadership structure supports this approach.
Compensation Risk Assessment
Whirlpool regularly reviews its employee compensation programs based on several criteria, including the extent to which they may result in risk to the Company. Our compensation function, with assistance from the risk management and internal audit functions, annually assesses whether our compensation programs create incentives or disincentives that materially affect risk taking or are reasonably likely to have a material adverse effect on the Company. The Human Resources Committee, with the assistance of Frederic W. Cook & Co., Inc. ("FW Cook"), evaluates the results of this assessment. As part of this assessment, management and the Human Resources Committee considered the following risk-mitigating features of our compensation programs.
 
 
 
 
 
 
 
 
 
Risk Mitigating Features of Whirlpool'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, audited metrics.
 
 
 
Long-term incentive compensation represents a significant portion of our compensation mix.
 
 
 
Metrics 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 advisor that is involved with an ongoing review of the executive compensation program.
 
 
 
Significant stock ownership guidelines are in place for executives.
 
 
 
Claw-back provisions for variable compensation programs are in place in the event of misconduct.
 
 
 
Our incentive designs avoid objectives that might maximize short-term payouts at the expense of long-term sustainable performance.

 
 
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
Based on this assessment, the Human Resources Committee has concluded that our compensation programs do not create risks that would be reasonably likely to have a material adverse effect on the Company.

14 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=30
 
 
 
Board of Directors and Corporate Governance

Communications Between Stockholders and the Board
The Board has adopted procedures for communications by stockholders and other interested parties with the Board, the Presiding Director, the independent directors as a group, and individual directors.  The Board has designated the Corporate Secretary as its agent for the receipt and processing of such communications.

Interested parties may send communications to the Board as a whole, the Chairman of the Board, the Presiding Director, the independent directors as a group, a committee of the Board, a committee chair, or individual directors:

Electronically by email to:  corporate_secretary@whirlpool.com; or

In writing by letter to:

[Name of Director or Group]
c/o Corporate Secretary
Whirlpool Corporation
2000 North M-63, MD 3602
Benton Harbor, MI 49022

Such communications should clearly identify the intended recipient.

Majority Voting for Directors; Director Resignation Policy
Whirlpool's by-laws require directors to be elected by the majority of the votes cast with respect to such director in uncontested elections (number of shares voted "for" a director must exceed the number of votes cast "against" that director). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), directors will be elected by a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. If a nominee who is serving as a director is not elected at the annual meeting, under Delaware law the director would continue to serve on the Board as a "holdover director." However, under our Board's policy, any director who fails to be elected must offer to tender his or her resignation to the Board. The Board will nominate for election or reelection as director only candidates who agree to tender, promptly following the annual meeting at which they are elected or reelected as director, irrevocable resignations that will be effective upon (1) the failure to receive the required vote at the next annual meeting at which they face reelection and (2) Board acceptance of such resignation. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this Board policy.
If an incumbent director fails to receive the required vote for reelection, the Corporate Governance and Nominating Committee will act on an expedited basis to determine whether to accept the director's resignation and will submit such recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. The Corporate Governance and Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director's resignation.
Code of Ethics
All of Whirlpool's directors and employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, are required to abide by our Code of Ethics to ensure that our business is conducted in a consistently legal and ethical manner. The Code of Ethics covers all areas of professional conduct, including employment policies, conflicts of interest, fair dealing, and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business. We intend to disclose

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 15


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=30
 
 
 
Board of Directors and Corporate Governance

future amendments to, or waivers from, certain provisions of the Code of Ethics for executive officers and directors on our website within four business days following the date of any such amendment or waiver.
Director Nominations by Stockholders
In October 2016, our Board adopted a "proxy access" by-law, the result of the Company's engagement with many stockholders on the subject. The proxy access by-law allows a stockholder, or a group of up to 20 stockholders, who have held 3% or more of our outstanding shares continuously for at least three years to nominate, and include in the Company's proxy materials, director nominees constituting up to the greater of two individuals or 20% of our Board, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in Article II, Section 13 of our by-laws.
To be included in the proxy materials for our 2019 Annual Meeting of shareholders, we must receive a stockholder's notice to nominate a director under our proxy access by-law between October 9, 2018 and November 8, 2018. Such notice must be delivered to, or mailed to and received by, the Corporate Secretary of Whirlpool. The notice must contain the information required by our by-laws, and the stockholder(s) and nominee(s) must comply with the information and other requirements in our by-laws relating to the inclusion of stockholder nominees in our proxy materials.
Nomination of a director to be submitted for consideration at the 2019 annual meeting of stockholders, but not intended to be included as a "proxy access" nominee, must be received by the Corporate Secretary of Whirlpool personally or by registered or certified mail by January 16, 2019, and must satisfy the procedures set forth in Whirlpool's by-laws to be considered at the meeting. Our by-laws are posted for your convenience on the Whirlpool website: www.whirlpoolcorp.com/by-laws. Whirlpool believes that all nominees must, at a minimum, meet the selection criteria established by the Corporate Governance and Nominating Committee. The Board evaluates director nominees recommended by stockholders in the same manner in which it evaluates other director nominees. Whirlpool has established, through its Corporate Governance and Nominating Committee, selection criteria that identify desirable skills and experience for prospective Board members, including those properly nominated by stockholders.
Board Composition
The Board, with the assistance of the Corporate Governance and Nominating Committee, selects potential new Board members using criteria and priorities established from time to time. We believe it is valuable to have directors with varying lengths of service in order to strike the right balance between renewal and continuity. The introduction of four new independent directors in the past four years has brought fresh perspectives to our Board. Our experienced directors have deep knowledge of our operations and the evolution of our strategy. In addition, longer service on our Board has provided several directors with significant exposure during various economic cycles to both our business and our industry. The Corporate Governance and Nominating Committee leads the Board's annual self-evaluation process and regularly reviews the relevant skill sets for director candidates. Our Corporate Governance Guidelines provide for retirement at age 72. Currently, our average tenure of independent directors is 7.8 years. Consequently, we believe that our current practices are sufficient to provide for board refreshment.
To assist the Corporate Governance and Nominating Committee in identifying potential director nominees who meet the criteria and priorities established from time to time and to facilitate the screening and nomination process for such nominees, the Corporate Governance and Nominating Committee has retained third-party search firms. The Corporate Governance and Nominating Committee retains the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms. During 2017, the Corporate Governance and Nominating Committee engaged Heidrick & Struggles and RSR Partners to assist the Committee in identifying and soliciting potential candidates to join our Board.

16 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=30
 
 
 
Board of Directors and Corporate Governance

Desired personal qualifications for director nominees include: intelligence, integrity, strength of character, and commitment. Nominees should also have the sense of timing required to assess and challenge the way things are done and recommend alternative solutions to problems; the independence necessary to make an unbiased evaluation of management performance and effectively carry out responsibilities of oversight; an awareness of both the business and social environment in which today's corporation operates; and a sense of urgency and spirit of cooperation that will enable them to interact with other Board members in directing the future, profitable growth of Whirlpool. Desired experience for director nominees includes: at least ten years of experience in a senior executive role with a major business organization, preferably as either Chief Executive Officer or Chairman (equivalent relevant experience from other backgrounds such as academics or government may also be considered); a proven record of accomplishment and line operating (or equivalent) experience; first-hand experience with international operations; a working knowledge of corporate governance issues and the changing role of the Board; and exposure to corporate programs designed to create stockholder value, while balancing the needs of all stakeholders. Director nominees should not be employed by or affiliated with any organization that has significantly competitive lines of business or that may otherwise present a conflict of interest. The composition, skills, and needs of the Board change over time and will be considered in establishing the profile of desirable candidates for any specific opening on the Board. The Corporate Governance and Nominating Committee has determined that it is desirable for the Board to have a variety of differences in viewpoints, professional experiences, educational background, skills, race, gender, age, and national origin, and considers diversity and background in its selection process.
Corporate Governance Guidelines and Other Available Information
Whirlpool is committed to the highest standards of corporate governance. On the recommendation of the Corporate Governance and Nominating Committee, the Board adopted a set of Corporate Governance Guidelines for Operation of the Board of Directors.
Whirlpool's current Corporate Governance Guidelines, Code of Ethics, by-laws, and written charters for its Audit, Corporate Governance and Nominating, Human Resources, and Finance committees are posted on the Whirlpool website: www.whirlpoolcorp.com/policies. Stockholders may also request a free copy of these documents from: Investor Relations, Whirlpool Corporation, 2000 North M-63, Mail Drop 2609, Benton Harbor, Michigan, 49022; (269) 923-2641.
Related Person Transactions

The Board has adopted written procedures relating to the Corporate Governance and Nominating Committee's review and approval of transactions with related persons that are required to be disclosed in proxy statements by Securities and Exchange Commission regulations ("related person transactions"). A "related person" is defined under the applicable Securities and Exchange Commission regulation and includes our directors, executive officers, and owners of 5% or more of our common stock. The Corporate Secretary administers procedures adopted by the Board with respect to related person transactions and the Corporate Governance and Nominating Committee reviews and approves all such transactions. At times, it may be advisable to initiate a transaction before the Corporate Governance and Nominating Committee has evaluated it, or a transaction may begin before discovery of a related person's participation. In such instances, management consults with the Chairman of the Corporate Governance and Nominating Committee to determine the appropriate course of action. Approval of a related person transaction requires the affirmative vote of the majority of disinterested directors on the Corporate Governance and Nominating Committee. In approving any related person transaction, the Corporate Governance and Nominating Committee must determine that the transaction is fair and reasonable to Whirlpool. The Corporate Governance and Nominating Committee periodically reports on its activities to the Board. The written procedures relating to the Corporate Governance and Nominating Committee's review and approval of related person transactions is available on our website: www.whirlpoolcorp.com/policies.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 17

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=31
 
 
 
Human Resources Committee Interlocks; Security Ownership


Human Resources Committee Interlocks and Insider Participation

During fiscal 2017, Messrs. Allen, Perez, Johnston, Creed, Manwani, and White, and Mses. Elliott and Dietz served as members of the Human Resources Committee. No member of the Human Resources Committee was at any time during 2017 an officer or employee of Whirlpool and no member of the Human Resources Committee has formerly been an officer of Whirlpool. In addition, no "compensation committee interlocks" existed during fiscal year 2017.

Security Ownership

The following table presents the ownership on December 31, 2017 of the only persons known by us as of February 15, 2018 to beneficially own more than 5% of our common stock, based upon statements on Schedule 13G filed by such persons with the Securities and Exchange Commission.
Schedule 13G Filed On
Name and Address of Beneficial Owner
Shares Beneficially Owned
Percent
of
Class
2/9/2018
The Vanguard Group Inc.(1) 
100 Vanguard Blvd.
Malvern, PA 19355
7,143,517
10.11%
2/8/2018
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
4,731,601
6.69%
(1)
Based solely on a Schedule 13G/A filed with the SEC by The Vanguard Group Inc. ("Vanguard Group"), a registered investment advisor. Vanguard Group has sole voting power with respect to 102,012 shares, sole dispositive power with respect to 7,027,120 shares, shared voting power with respect to 18,075 shares, and shared dispositive power with respect to 116,397 shares.
(2)
Based solely on a Schedule 13G/A filed with the SEC by BlackRock, Inc. ("BlackRock"). BlackRock has sole voting power with respect to 4,019,494 shares and sole dispositive power with respect to 4,731,601 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Whirlpool's directors and executive officers and persons who own more than 10% of Whirlpool's common stock (each, a "reporting person") to file with the SEC initial reports of ownership and reports of changes in ownership of Whirlpool's common stock. Based solely on its review of the copies of such reports furnished to or prepared by Whirlpool and written representations that no other reports were required, Whirlpool believes that all Section 16(a) filing requirements applicable to reporting persons were complied with during the fiscal year ended December 31, 2017.

18 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=32
 
 
 
Beneficial Ownership

Beneficial Ownership

The following table reports beneficial ownership of common stock by each director, nominee for director, and the Named Executive Officers (as defined elsewhere in this proxy statement), and all directors and executive officers of Whirlpool as a group, as of February 1, 2018. Beneficial ownership includes, unless otherwise indicated, all shares with respect to which each director or executive officer, directly or indirectly, has or shares the power to vote or to direct the voting of such shares, or to dispose or direct the disposition of such shares. The address of all directors and executive officers named below is c/o Whirlpool Corporation, 2000 North M-63, MD 3602, Benton Harbor, Michigan, 49022.
Name
Shares Beneficially Owned (1)
Deferred Stock Units (2)
Shares Under Exercisable Options (3)
Total (4)
Percentage
(* Less than 1%)
Samuel R. Allen
12,787
12,787
*
Marc R. Bitzer
70,878
49,965
91,094
211,937
*
João C. Brega
28,224
1,832
12,878
42,934
*
Greg Creed
2,000
788
2,788
*
Gary T. DiCamillo
7,411
17,404
10,479
35,294
*
Diane M. Dietz
5,893
5,893
*
Gerri T. Elliott
3,866
3,866
*
Jeff M. Fettig
223,507
227,846
1,125,669
1,577,022
2.19%
Michael F. Johnston
3,705
13,980
8,679
26,364
*
Joseph T. Liotine
23,004
2,229
10,520
35,753
*
John D. Liu
1,000
7,473
8,473
*
James M. Loree
10
1,000
1,010
*
Harish Manwani
4,865
4,865
*
William D. Perez
7,239
3,018
1,357
11,614
*
James W. Peters
12,861
360
8,417
21,638
*
Larry O. Spencer
1,000
788
1,788
*
David T. Szczupak
23,954
16,834
40,788
*
Michael D. White
2,700
13,424
16,124
*
All directors and executive officers as a group (18 persons)
428,905
340,107
1,276,385
2,045,397
2.83%
(1)
Does not include 1,254,354 shares held by the Whirlpool 401(k) Trust (but does include 12,208 shares held for the accounts of executive officers). Includes restricted stock units that become payable (assuming that performance-based restricted stock units pay out at target) within 60 days of February 1, 2018, before deferrals and tax liabilities.
(2)
Represents the number of shares of common stock, based on deferrals made into the Deferred Compensation Plan II for Nonemployee Directors, one of the executive deferred savings plans, or the terms of deferred stock awards, that we are required to pay to a nonemployee director when the director leaves the Board or to an executive officer when the executive officer is no longer an employee. None of these deferred stock units have voting rights.
(3)
Includes shares subject to options that will become exercisable within 60 days of February 1, 2018.
(4)
May include restricted stock units and option shares which cannot be voted until vesting or exercise, as applicable.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 19


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=33
 
 
 
Nonemployee Director Compensation

Nonemployee Director Compensation

We provide a comprehensive compensation program in order to attract and retain qualified directors and support stockholder alignment objectives. The compensation program consists of cash and stock retainers. Each director receives a one-time grant of 1,000 shares of common stock at the time a director first joins the Board, and one-half of the annual director compensation is paid in stock.
2017 Nonemployee Director Compensation
 
Type of Compensation
Amount
Annual Cash Retainer
$130,000
Annual Stock Awards Retainer*
773
          Annual Retainer for Committee Chair (in addition to other retainers):

                 Audit Committee
$20,000
                 Human Resources Committee
$20,000
                 All Other Committees
$15,000
          Annual Retainer for Presiding Director (in addition to other retainers):
$25,000
* Grant of stock on the date of the annual meeting of stockholders, with the number of shares to be issued determined by dividing the annual cash retainer by the price of a single share of Whirlpool stock at the close of business on the annual meeting date.
Deferral of Annual Retainer and Stock Grants
A nonemployee director may elect to defer any portion of the annual cash retainer and annual stock award retainer until he or she ceases to be a director. Under this policy, when the director's term ends, any deferred annual retainer will be made in a lump sum or in monthly or quarterly installments. In addition, payment of any deferred annual stock grant will be made as soon as is administratively feasible. Annual cash retainers deferred on or before December 31, 2004 accrue interest quarterly at a rate equal to the prime rate in effect from time to time. Annual cash retainers deferred after December 31, 2004 may be allocated to notional investments that mirror those available to participants in our U.S. 401(k) plan, with the exception of the Whirlpool stock fund.
Stock Ownership Guidelines
The Board has established a guideline for nonemployee directors to have equity ownership of Whirlpool stock equal in value to five times the basic annual cash retainer, with a five-year timetable to obtain this objective. Each nonemployee director's progress toward achieving the requisite level of ownership is reviewed annually. As of the end of 2017, all nonemployee directors met, or were on track to meet, this requirement. These ownership guidelines are based on a review of competitive market practice conducted by FW Cook, our independent compensation consultant.

20 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=33
 
 
 
Nonemployee Director Compensation

Other Compensation Elements
For evaluative purposes, Whirlpool permits nonemployee directors to test Whirlpool products for home use. Directors are not reimbursed for any income tax they incur as a result of this policy. Directors are reimbursed for business expenses related to attendance at Board and committee meetings and for attendance at qualified third-party director education programs. On rare occasions for personal convenience, a director's spouse or other family member may accompany a director on a Whirlpool aircraft flight. No additional operating cost is incurred by Whirlpool in such situations and the director is taxed on the value of the benefit. A director's qualifying charitable contribution of up to $10,000 will be matched by the Whirlpool Foundation annually. Whirlpool also pays the premiums to provide each nonemployee director who served on the Board as of January 1, 2011 with (1) term life insurance while serving as a director, equal to one-tenth of the director's basic annual cash retainer times the director's months of service, unless the director has opted out of coverage, and (2) travel accident insurance of $1 million when traveling on Whirlpool business.
Nonemployee Director Compensation Table
Name
Fees Earned or Paid in Cash (1)
($)
Stock Awards (2) ($)
All Other Compensation (3) ($)
Total
($)
Samuel R. Allen
160,000
129,972
614
290,586
Greg Creed
111,940
307,162
2,067
421,169
Gary T. DiCamillo
135,000
129,972
5,145
270,117
Diane M. Dietz
130,000
129,972
1,048
261,020
Gerri T. Elliott
130,000
129,972
4,010
263,982
Michael F. Johnston
155,000
129,972
2,037
287,009
John D. Liu
130,000
129,972
2,721
262,693
James M. Loree
4,946
165,360
614
170,920
Harish Manwani
130,000
129,972
314
260,286
William D. Perez
145,000
129,972
5,285
280,257
Larry O. Spencer
130,000
129,972
4,866
264,838
Michael D. White
150,000
129,972
35,886
315,858
(1)
The aggregate dollar amount of all fees earned or paid in cash for services as a director, including all annual retainer fees, before deferrals and relinquishments.
(2)
Reflects fair value of shares, before deferrals, awarded in 2017 at grant. The fair value for financial reporting purposes will likely vary from the amount the director actually receives based on factors such as stock price fluctuations and sale date. See the "Share-based Incentive Plans" Note contained in our Annual Report on Form 10-K for a discussion of the relevant assumptions used to account for these awards. As of December 31, 2017, none of our nonemployee directors were deemed to have outstanding stock awards because all stock awards vest immediately.
(3)
The table below presents an itemized account of 2017 nonemployee director "All Other Compensation".

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 21


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=33
 
 
 
Nonemployee Director Compensation

Name
Life Insurance Premiums
($)
Charitable Program (a)
($)
Whirlpool Appliances and Other Benefits
($)
Total
($)
Samuel R. Allen
614
614
Greg Creed
2,067
2,067
Gary T. DiCamillo
5,145
5,145
Diane M. Dietz
1,048
1,048
Gerri T. Elliott
4,010
4,010
Michael F. Johnston
2,037
2,037
John D. Liu
2,107
614
2,721
James M. Loree
614
614
Harish Manwani
314
314
William D. Perez
2,231
3,054
5,285
Larry O. Spencer
4,866
4,866
Michael D. White
2,958
32,314
614
35,886
(a)
Includes 2017 interest cost related to a charitable program eliminated by the Board, prospectively, as of January 1, 2008. Through 2007, each nonemployee director could irrevocably choose to relinquish some or all of their annual cash retainer, which Whirlpool could then, in its discretion, award to as many as three charities upon the director's death. The maximum amount payable under the Charitable Program upon Mr. White's death is $1.5 million. Mr. White is the only active director with a benefit under this program.

22 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Compensation Discussion and Analysis

In this section, we provide a detailed description of our executive compensation programs, including our pay-for-performance philosophy and the long-term stockholder value strategy underpinning the programs, the individual elements of the programs, the methodology and processes used by the Human Resources Committee (the "Committee") to make compensation decisions, and the relationship between Whirlpool performance and compensation delivered in fiscal 2017.
The discussion in the CD&A focuses on our CEO (both current and former), CFO, and the three most highly compensated executive officers (the "NEOs") for the year, who were:
Jeff M. Fettig            
Executive Chairman of the Board and former Chief Executive Officer*
 
Marc R. Bitzer            
President and Chief Executive Officer*
 
James W. Peters         
Executive Vice President and Chief Financial Officer
 
Joseph T. Liotine         
Executive Vice President and President, Whirlpool North America (NAR)
 
João C. Brega
Executive Vice President and President, Whirlpool Latin America (LAR)
 
David T. Szczupak      
Executive Vice President, Global Product Organization
 
 
* Mr. Bitzer succeeded Mr. Fettig as Chief Executive Officer, effective October 1, 2017.
 

    
I. Executive Summary

 
 
 
 
 
 
 
 
 
 
2017 Company Results
 
 
 
 
Whirlpool achieved solid financial results in 2017, including record revenues, the second best year of ongoing earnings per share in the Company's 106-year history, and improved free cash flow. GAAP earnings per share were impacted by a one-time non-cash charge related to tax reform, and both GAAP and ongoing results were impacted by significantly increased raw material costs globally. Despite these challenges, the Company delivered the following value-creating results:
 
 
 
 
 
 
 
 
 
Delivered revenues of $21.3 billion, a record, with growth of 1.5% excluding the favorable impact of currency.
 
 
 
 
 
 
 
 
 
Delivered GAAP earnings per share of $4.70, which included a one-time, non-cash charge of approximately $420 million related to tax reform, and ongoing earnings per share of $13.741.
 
 
 
 
 
 
 
 
 
Continued to invest in product leadership and innovation, including $684 million in capital expenditures and approximately $600 million in research and development, which helped launch more than 100 new products throughout the world in 2017.
 
 
 
 
 
 
 
 
 
Generated cash provided by operating activities of $1.3 billion and free cash flow of $707 million1, an improvement compared to the prior year.
 
 
 
 
 
 
 
 
 
Returned a record $1.1 billion of cash to shareholders, including approximately $750 million in share repurchases and $312 million in quarterly dividends, which were increased for the 7th consecutive year.
 
 
 
 
 
 
 
 
 
Continued to invest in our leadership talent pipeline and increased engagement globally. The Company's employee engagement score of 85 surpasses both consumer products companies and “best-in-class” companies.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1For a reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, please see Annex B.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 23


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Pay-for-Performance Philosophy

Whirlpool is dedicated to achieving global leadership in all our product categories and to delivering superior stockholder value. To achieve our objectives, we manage to a pay-for-performance philosophy based on the following guiding principles:
Compensation should be incentive-driven with a focus on both short-term and long-term results;
A significant portion of pay should be performance-based, with the proportion varying in direct relation to an executive's level of responsibility;
Components of compensation should be linked to the drivers of sustainable stockholder value over the long term; and
Compensation should be tied to an evaluation of business results and individual performance.

2017 Compensation Programs Review
The Committee considers the results of the annual "Say on Pay" vote, among other factors, in making decisions regarding executive compensation programs. We received very strong support with approximately 95% of the votes cast for our "Say on Pay" vote at our 2017 annual meeting voting in favor of our 2016 named executive officer compensation programs. The Committee recognizes that market practices and stockholder views on executive compensation practices continue to evolve. In recognition of this, we regularly engage in discussions with our stockholders regarding compensation matters and believe that this ongoing stockholder outreach process strengthens our understanding of stockholder concerns and the issues on which they are focused. The Committee works closely with its independent advisor and the management team to evaluate and make changes to provide executive compensation programs that are designed to effectively link pay with performance, support the creation of sustainable stockholder value over the long term, and consistently apply good governance practices.
After considering the 2017 “Say on Pay” results and feedback received during the stockholder outreach process described above, the Committee determined that Whirlpool's executive compensation programs continued to be appropriate and did not make any specific changes to Whirlpool's executive compensation programs in response to the 2017 “Say on Pay” vote.
Compensation Programs Highlights
The following table summarizes executive compensation practices that we have implemented to align pay with performance, as well as practices we avoid because we do not believe they serve the long-term interests of our stockholders.

24 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

 
 
 
 
 
 
 
 
 
 What We Do
 
 
 
 
Pay for performance
 
 
 
Use an independent compensation consulting firm that is solely engaged to provide executive compensation services to Whirlpool
 
 
Cap short-term and long-term incentive award payouts at market-competitive levels
 
 
Set robust stock ownership guidelines for our executives (7x salary multiple for CEO)
 
 
Subject all variable pay to a compensation recovery "claw-back" that is potentially applicable in the event of misconduct or violation of Company policy, a material financial restatement, violation of non-competition restrictions, and for any other reason considered by the Committee to be detrimental to the Company or its interests
 
 
Have "double-trigger" change-in-control agreements
 
 
Carefully manage risk in our compensation programs to protect against unintended outcomes
 
 
 
Provide modest but market-competitive perquisites deemed necessary to attract and retain top talent
 
 
 
 
 
 
 
 
 
 
 What We Don't Do
 
 
 
 
Allow hedging or pledging of Whirlpool stock by executive officers and directors
 
 
Provide excise tax gross-ups to any executive
 
 
Enter into employment contracts except as required by local law or prevailing local market practice
 
 
Pay dividends or dividend equivalents on grants of any performance-based or time-based restricted stock units prior to vesting
 
 
Reprice or reload stock options
 
 
 
 
 
 
 
 
 
 
 
 
II. How Compensation Decisions Are Made
Role of the Human Resources Committee
The Committee has overall responsibility for Whirlpool's executive compensation programs. Typically, the Committee adopts the compensation goals and objectives for awards under our short-term and long-term incentive plans at its meeting in February each year. The Committee considers and decides the principal elements of each NEO's compensation package at this meeting. The Committee also evaluates CEO performance for the most recently completed year and establishes target CEO compensation for the current year at this meeting. Throughout the year, the Committee evaluates the overall effectiveness of our compensation philosophy and programs in supporting our business strategy and human resources objectives. The Committee also reviews management's recommendations regarding hiring, promotion, retention, severance, and individual executive compensation packages related to those events.
To determine target pay levels, the Committee relies on external competitive market data, internal equity among the executives, individual performance and contributions, and guidance from the independent compensation consultant. To determine the payout of incentive awards, the Committee considers Company performance and management's assessment of individual performance. While the Committee requests and considers recommendations from its independent compensation consultant and from management, ultimately the Committee decides these matters in its sole discretion.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 25


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Role of the Independent Compensation Consultant
The Committee engages an independent compensation consultant to advise on Whirlpool's executive compensation programs and practices. The Committee has the sole authority and responsibility to select, retain, and terminate any consulting firm assisting in the evaluation of director, CEO, or senior executive compensation, and to approve the compensation consultant's fees and terms of engagement. The Committee continued to retain Frederic W. Cook & Co., Inc. ("FW Cook") in 2017 as its independent compensation consultant because of its extensive expertise and its independence from any other business relationship with Whirlpool.
FW Cook did not perform any services for Whirlpool in 2017 other than those requested by the Committee related to executive and board of director compensation. FW Cook analyzed the effectiveness of pay-for-performance programs and assisted the Committee with a variety of ongoing items, including a review of materials prepared by management in advance of Committee meetings and the review of public disclosures, including this Compensation Discussion and Analysis and the accompanying tables and narrative footnotes. FW Cook also reviewed the proposed 2018 Omnibus Stock and Incentive Plan and provided analysis and advice to the Committee and management on typical market practices and emerging best practices.

As part of its ongoing role, FW Cook assists the Committee in understanding prevalent market practices and emerging trends. FW Cook also reviews compensation provided to the NEOs, based on an assessment of the compensation of executives in comparable positions within the comparator group (described under Benchmarking). With respect to the CEO and the Executive Chairman, FW Cook provides alternatives to the Committee, without the CEO's and the Executive Chairman's input, for Whirlpool's CEO and Executive Chairman compensation (base salary, target incentive award levels, and mix of pay components). FW Cook assisted the Committee in structuring compensation for the CEO and the Executive Chairman as part of the leadership transition that occurred in 2017.
The Committee determined that the work of FW Cook did not raise any conflicts of interest in 2017. In making this assessment, the Committee considered the independence factors enumerated under SEC and NYSE rules, including the fact that FW Cook does not provide any other services to Whirlpool, the level of fees received from Whirlpool as a percentage of FW Cook's total revenue, policies and procedures employed by FW Cook to prevent conflicts of interest, and whether FW Cook or the individual FW Cook advisors to the Committee own any Whirlpool stock or have any business or personal relationships with members of the Committee or our executive officers.
Role of Management
Each year, the CEO and Chief Human Resources Officer make recommendations to the Committee regarding the design of the compensation and benefit programs for all executive officers. In addition, the CEO makes recommendations with respect to base salary, short-term cash incentive compensation, long-term incentive compensation, and total compensation levels for the NEOs other than himself, based on his assessment of individual performance and contribution to Whirlpool. The CEO and Chief Human Resources Officer recommend the performance metrics to be used in establishing performance goals for the short-term cash incentive and long-term equity and cash incentive programs for adoption by the Committee. The Committee has authority to adopt or modify these metrics in its sole discretion. In addition, the CEO assesses the individual performance of the other NEOs to assist the Committee in making determinations regarding awards to be paid out under incentive programs.

26 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Competitive Market Compensation Analysis
While the Committee considers relevant market pay practices when setting executive compensation, it does not believe it appropriate to establish compensation levels based only on market practices. Company performance and compensation levels relative to similar companies and other market-competitive data is one of multiple factors the Committee considers in deciding executive compensation (see further discussion in "What We Pay and Why", beginning on page 28).

For 2017, the Committee utilized the comparator group of companies listed below to provide competitive reference points for executive compensation. This comparator group was recommended based upon advice from the Committee's independent consultant. The Committee removed two companies from the peer group used to determine 2016 executive compensation: Motorola Solutions and Xerox Corporation, primarily due to changes in those businesses which reduced revenue and shifted away from a consumer focus. To replace these companies, the Committee added Caterpillar, Danaher, Kimberly-Clark, Lear, and Newell Brands. All five new companies meet multiple screening criteria, including similarity to Whirlpool in global operations, revenue, income, assets, market capitalization, number of employees, lines of business, and required management skills. Additionally, companies in the comparator group are recognized for their excellence in the areas of consumer focus and trade customer relations and for possessing highly complex global supply chains and manufacturing footprints.
2017 Comparator Group
3M Company
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.
Ingersoll-Rand plc
Johnson Controls International plc
Kellogg Company
Kimberly-Clark Corporation
Lear Corporation
Newell Brands, Inc.
Parker Hannifin Corporation
Stanley Black & Decker, Inc.
Textron, Inc.
Based on information provided by the independent compensation consultant, the median statistics of our comparator group when the Committee determined NEO pay in February 2017 (dollar values in millions) were:
Metrics
Median of Comparator Group
Whirlpool
Revenue (Trailing 12 Months [TTM])
$16,158
$20,622
Net Income (TTM)
$1,500
$888
Assets (Most Recent Quarter)
$17,431
$20,190
Market Capitalization (December 31, 2016)
$31,478
$13,652
Employees
55,984
92,000 (1)
Note: Data from S&P Capital IQ, analyzed by FW Cook.
(1) As of December 31, 2017.
We supplement the publicly-disclosed compensation data from comparator company proxy statements with data from proprietary surveys purchased from third-party consulting firms and data vendors. These independently conducted surveys generally include data from numerous organizations across various industry groupings and specific international regions, and also allow for comparisons to be made on the basis of job scope and other measures relevant to Whirlpool. Our compensation analyses provide insight into prevalent market pay levels and leading practices in both compensation program design and governance.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 27


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

III. What We Pay and Why
The Committee sets target compensation for each executive after careful consideration of several factors, including:
External competitive market pay levels and practices;
Internal business needs and strategic priorities;
The individual executive's role and responsibilities, experience, tenure, contributions, achievements, and past performance;
Future performance expectations and needs of the Company;
Compensation history of each executive; and
Internal equity with other executives.

The elements of our compensation programs reflect our pay-for-performance philosophy. The Committee creates a compensation package for each NEO that contains a mix of compensation elements that it believes best addresses each NEO's responsibilities and best achieves our overall compensation objectives.
Our compensation programs are designed so that an individual's target compensation opportunity rises as job responsibility increases, with the portion of performance-based compensation rising as a percentage of total target compensation. This design seeks to ensure that the most senior executives who are responsible for development and execution of our strategic plan are held most accountable for operational performance results and changes in stockholder value over time. As a result, actual total compensation of an executive is more dependent on performance than total compensation of employees at other levels, resulting in larger increases and decreases in realized pay when performance results exceed, or fall short, of goals.
In addition, the Committee makes distinctions in the mix of cash and equity components in shaping each NEO's compensation package. Generally, the proportion of equity compensation rises with increasing job responsibility to provide for further alignment in the interests of executives and our long-term stockholders.

28 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

 
Element
 
Form
 
2017 Metrics
 
Characteristics/Purpose
 
 
 
 
 
 
 
 
 
Base Salary¹
 
Cash
 
N/A
 
Fixed component based on responsibility, experience, and performance
 
 
 
 
 
 
 
 
 
 
Short-term Incentives¹
 
Annual Performance Cash Award
 
Ongoing Earnings before Interest & Taxes (EBIT) -- 50%

Free Cash Flow -- 50%
 
Performance-based variable cash incentive to reward for achieving annual financial and individual performance goals
 
 
 
 
 
 
 
 
 
 
Long-term Incentives¹
 
Performance-based Restricted Stock Units & Performance Cash Units
 
Cumulative Ongoing Earnings per Share (EPS) -- 50%

Return on Invested Capital -- 50%

Stock price (for RSUs)
 
Motivate and reward employees for the achievement of Whirlpool's financial and strategic performance over a preset three-year period beginning January 1, and promote retention
 
 
 
 
 
 
 
 
 
Stock Options
 
Stock price appreciation
 
Provide incentive for long-term stock price appreciation and promote retention
 
 
 
 
 
 
 
 
 
Time-based Restricted Stock Units
 
Stock price
 
Provide incentive for long-term stock value creation and promote retention
 
 
 
 
 
 
 
 
 
Other
Benefits
 
Health and Welfare Benefits
 
N/A
 
NEOs generally participate in the same health and welfare benefit programs available to substantially all salaried employees
 
 
 
 
 
 
 
 
 
Retirement Benefits²
 
N/A
 
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
 
 
 
 
 
 
 
 
 
Perquisites
 
N/A
 
Limited perquisites are designed to support a market-competitive compensation package
 
¹Target is generally market median for similar positions in the comparator group and compensation survey data
 
²Target is median income replacement ratio for a broad-based group of companies based on survey data provided by outside consultant

In support of our pay-for-performance philosophy, short-term and long-term incentives constituted 90% of 2017 total target compensation for our Chairman and former CEO, 84% for our current CEO, and an average of 75% of 2017 total target compensation for our other NEOs.http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=20

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 29


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Compensation Programs - Design & Elements

Compensation Adjustments in Connection with CEO Transition
Effective October 1, 2017, Mr. Bitzer was appointed CEO, while former CEO Mr. Fettig remained Executive Chairman. In connection with this CEO transition, the Committee recommended and the Board approved several changes to compensation for Messrs. Fettig and Bitzer.
In recognition of the change in his role, effective January 1, 2018, the Committee reduced Mr. Fettig's salary by $430,000, reduced his target short-term incentive opportunity (PEP Target) from 160% to 140% (of salary) and reduced his target long-term incentive opportunity (SEP Target) from 720% to 600% (to be effective with next annual grants to be made in February 2018). The Committee made these changes after consideration of data on similar CEO transitions compiled by its independent consultant, and consideration of the needs and priorities of the Company as it related to this planned leadership transition.
In recognition of the change in his role, effective October 1, 2017, the Committee increased Mr. Bitzer's salary by $200,000, increased his PEP Target from 125% to 150%, and increased his SEP Target from 400% to 700% (to be effective with next annual grants to be made in February 2018). The Committee made these adjustments after considering CEO market pay data from the Comparator Group and from surveys, advice from its independent consultant, and the internal business needs and priorities of the Company.
Base Salary
To determine base salary levels for 2017, the Committee considered the comparative market data and recommendations provided by FW Cook and, with respect to other NEOs, the CEO's recommendations and Whirlpool's practice for 2017 salary increases. Upon this review, in February 2017 the Committee maintained the base salary of $1,480,000 for Mr. Fettig and increased the salary of Mr. Bitzer, first by $50,000 as part of the annual salary increase cycle effective in March. As discussed earlier, effective October 1, 2017, the Committee approved an off-cycle promotional increase of $200,000 upon Mr. Bitzer's appointment to CEO.
The 2017 salaries for our other NEOs were adjusted consistent with our compensation philosophy of targeting NEO base salaries at the median of the competitive market. In some cases, base salaries may be higher or lower than median based on factors such as executive performance, experience, tenure, and responsibilities. In particular, Mr. Peters' 2016 salary reflected his promotion to CFO in August 2016 and relatively short tenure in his role. The Committee decided a 13.2% salary increase for 2017 reasonably reflected his additional experience and tenure, after consideration of the market data and advice from its independent consultant. The 2017 salaries and adjustments for our NEOs were:
NEO
2016 Year-End Salary
2017 Adjustment
Adjustment upon CEO transition
2017 Year-End Salary
$
%
Jeff M. Fettig
$1,480,000
None
 
$1,480,000
Marc R. Bitzer
$1,000,000
$50,000
5.0%
$200,000
$1,250,000
James W. Peters
$530,000
$70,000
13.2%
 
$600,000
Joseph T. Liotine
$570,000
$30,000
5.3%
 
$600,000
João C. Brega (1)
$587,139
$47,606
8.1%
 
$634,745
David T. Szczupak
$750,000
$25,000
3.3%
 
$775,000
(1) Mr. Brega's salary amounts have been converted from Brazilian Reais to U.S. Dollars using a monthly currency conversion rate for the respective years reported.


30 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Short-term Incentives
Annual awards of variable cash incentives are paid under the terms of the stockholder-approved Executive Performance Excellence Plan, which we commonly refer to as "PEP." Consistent with Whirlpool's pay-for-performance philosophy, our short-term cash incentive program is designed to focus attention on short-term drivers of stockholder value creation, reflect Company financial and individual performance, and complement the metrics used in our long-term incentive program to create a balanced focus on the key drivers of our multi-year financial and operational strategy. The program is designed so a significant portion of our NEOs' short-term cash compensation is directly tied to key performance measurements and is therefore variable.
In 2017, the Committee established short-term incentive target opportunities as a percentage of base salary for each NEO, taking into account comparative market data. The target award levels are generally set at the median of the comparator group and are as follows for each NEO:
NEO
2017 Short-term Incentive Target Award
(as a % of Base Salary)
PEP Target Amount
Jeff M. Fettig
160%
$2,368,000
Marc R. Bitzer
125% / 150% (1)
$1,442,708 (1)
James W. Peters
85%
$500,083
Joseph T. Liotine
100%
$585,500
João C. Brega
100%
 $638,130 (2)
David T. Szczupak
85%
$655,208
(1)
Represents target amounts: 125% initially for 2017 and increase to 150% upon promotion to CEO effective October 1, 2017. Dollar target amount also reflects prorated base salary, as discussed earlier.
(2)
Mr. Brega's 2017 target has been converted from Brazilian Reais to U.S. Dollars using a monthly currency conversion rate.

The Committee determines each NEO's actual payout by reference to a Company Performance Factor ranging from 0% to 150% and based on performance metrics reflecting the Company's critical objectives for the year.

The Committee may choose to apply an Individual Performance Factor of up to +/- 25% in the event of significant individual accomplishments or shortfalls. The maximum opportunity for award achievement is 187.5% of target, based on a 150% Company Performance Factor multiplied by a 125% Individual Performance Factor. The 2017 approach is summarized in the following illustration:


Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 31


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Illustration of Whirlpool's 2017 Short-term Incentive Award (PEP)
 
 
 
 
 
 
 
Company Performance Factor
(0-150%)
 
ê
 
 
x
 
 
 
Ongoing Earnings
Before Interest &
Taxes (EBIT)*

50% Weighting

(0-150%)
+
Free Cash Flow**



50% Weighting

(0-150%)
Individual
Performance
Factor

Up to +/- 25% of
Co. Perf. Factor

(75-125%)
 
Target
Award ($)
x
=
PEP
Incentive
Award ($)
 
 
 
(Max. opportunity
of 187.5%)
 
 
 
 
 
*Ongoing EBIT measure excludes items that may not be indicative of, or are unrelated to, results from our ongoing business operations. Ongoing EBIT consists of GAAP net earnings available to Whirlpool, net earnings available to non-controlling interests, income tax expense (benefit), and interest expense, and excludes restructuring expense, an out-of-period adjustment related to our China business, and a one-time charge related to the impact of tax reform legislation.

**Free Cash Flow measure consists of cash provided by operating activities after capital expenditures, proceeds from the sale of assets and businesses, and changes in restricted cash.

Each NEO had responsibilities focused on the Global Corporate Enterprise in 2017. For 2017, the Global Corporate Enterprise objectives were Ongoing Earnings Before Interest and Taxes (EBIT), weighted 50%, and Free Cash Flow (FCF), weighted 50%. These were the same metrics as 2016, though respective weightings were adjusted from 75% EBIT and 25% FCF to reflect the Company's balanced focus in 2017 on optimizing cash flow in addition to growing earnings. These measures are used by the Company to communicate with the investment community and reflect the operational contribution to the Company's financial performance. The targets and ranges established by the Committee and actual Company performance, appear in the following table.
Performance Measure
Weighting
Threshold (0% payout)
Target
(100% payout)
Maximum
(150% payout)
2017 Actual
Payout
Ongoing EBIT
50%
$1,300M
$1,662M
$1,750M
$1,364M
16%
Free Cash Flow
50%
$400M
$850M
$1,100M
$707M
66%
The Committee determined levels of achievement based on Whirlpool's financial results as follows:
Ongoing Earnings Before Interest and Taxes of $1,364 million was below the target goal of $1,662 million
Free Cash Flow of $707 million was below the established target of $850 million
Whirlpool experienced significant raw material inflation during the year, particularly resins, which impacted Ongoing EBIT by $350 million in 2017. Ongoing EBIT was also impacted by slower than expected progress on European and China integration activities. Free Cash Flow was impacted by lower EBIT as well as higher than expected inventory levels in Europe due to slow progress on European integration activities.
With respect to the Company Performance Factor, the Committee determined that performance fell short of target goals. Based on these performance results, the Committee determined a Company Performance Factor of 41% for awards relating to the NEOs.
The Committee determined the actual payout to each NEO by multiplying the NEO's target award by the applicable Company Performance Factor and using judgment based on individual NEO performance. Refer to pages 36-38 for a description of individual performance factors considered.

32 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Long-term Incentives
The Committee makes annual grants of long-term incentives (LTI) to focus executives on Whirlpool's longer-term financial and strategic objectives, to align management's interests with those of our stockholders, and to attract, retain, and motivate the executive talent the Company requires. These LTI awards, which we commonly refer to as Strategic Excellence Program awards, or "SEP," are made under the terms and conditions of the stockholder-approved Amended and Restated 2010 Omnibus Stock and Incentive Plan.
The Committee, with the assistance of its independent compensation consultant, establishes the long-term incentive target opportunity for each NEO after reviewing competitive practices at peer companies, the executive's level of responsibility, and the executive's relative ability to contribute to the long-term success of the Company.
Long-term incentive awards typically consist of a combination of performance-based restricted stock units and stock options. Depending on a NEO's responsibilities, the LTI award may also include performance cash units and time-based restricted stock units, as was the case for Messrs. Liotine, Brega, and Szczupak in 2017.
Equity Award Grant Practices
Generally, the Committee grants these equity awards to employees, including NEOs, on a single date at its regularly scheduled meeting in February. This meeting occurs after we release our final earnings for the prior fiscal year, which permits material information regarding our performance for the prior fiscal year to be disclosed to the public before equity-based grants are made. The actual number of stock units and stock options are awarded based on the closing stock price on the date of grant, and based on a Black-Scholes valuation methodology for stock options.
Performance-Based Restricted Stock Units and Performance Cash Units: Performance-based restricted stock units (RSUs) and performance cash units are tied directly to Whirlpool's financial and strategic performance over a preset three-year performance period beginning each January 1. Each annual grant rewards for the achievement of specific long-term strategic goals designed to deliver long-term stockholder value. The performance measures are established by the Committee based on Whirlpool's internal operating plan and expectations for the three-year performance period. These awards also promote executive retention as the executive must generally remain employed with Whirlpool through the end of the performance period in order to vest in the award.
Stock Options: Stock options generally vest over a three-year term in equal annual installments and are exercisable over a ten-year period, promoting a focus on long-term stock value creation, as well as executive retention derived from continued service vesting requirements. Stock options granted by the Committee have a one-year minimum vesting period.
Time-based Restricted Stock Units: Time-based restricted stock units provide potential appreciation opportunity as Whirlpool's stock price increases. We may also make restricted stock unit grants to attract, retain, and provide additional incentive to our executives. Generally awards of restricted stock units vest in equal installments over three to five years of continued employment, as determined by the Committee, which provides a retention element over the multi-year vesting period.
2017 SEP Awards
For 2017, the Committee selected a three-year performance period for the achievement of performance goals, with the number of performance-based restricted stock units and performance cash units earned to be determined and vested in 2020 based on performance from 2017 through 2019.


Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 33


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

The Committee established 2017 long-term incentive target award levels and allocations for the NEOs as follows:
NEO
2017 Long-Term Target Award
Performance-based Restricted Stock Units
(as % of Target Award)
Stock Options
(as % of Target Award)
Performance Cash Units
(as % of Target Award)
Restricted Stock Units
(as % of Target Award)
Jeff M. Fettig
$10,656,000
50%
50%
Marc R. Bitzer
$4,200,000
50%
50%
James W. Peters
$1,500,000
50%
50%
Joseph T. Liotine
$1,440,000
25%
25%
25%
25%
João C. Brega
$793,432
25%
25%
25%
25%
David T. Szczupak
$1,550,000
25%
25%
25%
25%
For 2017, the metrics for the performance-based RSUs and performance cash units were the same: Cumulative Ongoing Earnings Per Share and improvement in Return on Invested Capital (ROIC), each equally weighted at 50%. These metrics were chosen because they represent important measures of Company growth, profitability and capital efficiency, which are considered key drivers of sustainable stockholder value creation. The weighting of these measures was adjusted from 75% EPS and 25% ROIC for the 2016 performance-based RSUs and performance cash units to reflect the Company's more balanced focus on both sustainable earnings growth and longer-term capital efficiency improvements.
For the 2017-2019 performance period, the Committee established that performance in line with target goals would result in a payout equal to 100% of the target award, while performance substantially above objectives will result in increased award levels up to a maximum payout of 200% of the respective target award. Performance below threshold objectives could result in no payout for the performance-based restricted stock units and performance cash units. The Committee established the performance goals for the performance-based RSUs and performance cash units to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the goals were designed to be challenging but achievable, while performance levels resulting in maximum payouts were designed to be aggressive, stretch goals.
Special Recognition and Retention Awards
The Committee periodically grants additional "off-cycle" awards to key employees, including NEOs, in connection with promotions, recruitment and retention efforts, succession planning, or significant accomplishments or achievements. In 2017, the Committee granted special awards of 15,000 restricted stock units each to Mr. Liotine and Mr. Brega. Mr. Liotine's and Mr. Brega's awards were granted to retain and motivate these executives during a critical time for the North America and Latin America regions, respectively; each award will vest half in 2020 and half in 2022, provided that Mr. Liotine and Mr. Brega, respectively, remain in the continued service of the Company.

Performance-based Award Payout Factors for the 2015-2017 Performance Period
For performance-based restricted stock units and performance cash units granted in 2015 (with a performance period from 2015 to 2017) the performance goals were Cumulative Ongoing Earnings Per Share (75% weighting) and Absolute Revenue Growth (25% weighting). The Committee established payout ranges from 0% to 200% for performance against each of these measures. These metrics were selected because they represent important measures of profitability and growth, which are considered key drivers of sustainable stockholder value creation.

34 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Illustration of Whirlpool's 2015-2017 Performance-based LTI Awards for NEOs
 
 
 
 
 
 
Company Performance Factor
(0-200%)
 
ê
 
 
Cumulative
Ongoing Earnings
 Per Share (EPS)*

75% Weighting

(0-200%)
+
Absolute
Revenue
Growth

25% Weighting

(0-200%)
 
Target LTI Grant
Performance-based stock units (#)
Performance cash units ($)
x
=
Final Incentive Award
(Vests after performance period is complete: 3 years following date of grant)
 
 
 
 
 

* For purposes of the Company Performance Factor, the Cumulative Ongoing Earnings Per Share metric was based on GAAP Earnings Per Share excluding restructuring expenses, legacy product warranty and liability expense, acquisition-related transition costs, benefit plan curtailment, pension settlement charges, purchase price allocations, proceeds related to business investment, antitrust dispute resolutions, an out-of-period adjustment related to our China business, and a one-time charge related to the impact of tax reform legislation.

When setting financial objectives and evaluating actual results, the Committee determined target financial objectives to exclude items which do not reflect ongoing business performance. 

Performance Measure
Weighting
Threshold
Target
Maximum
2015-2017 Actual
Payout
Cumulative Ongoing Earnings Per Share
75%
$36.00
$46.00
$54.00
$40.18
35%
Absolute Revenue Growth
25%
$22B
$25.5B
$28B
$21.3B
0%
The Committee determined levels of achievement based on Whirlpool's financial results as follows:
Cumulative Ongoing Earnings Per Share of $40.18 was below the established target of $46.00
Absolute Revenue Growth of $21.3 billion was below the established target of $25.5 billion
Whirlpool experienced significant raw material inflation during the year, particularly resins, which impacted Ongoing Earnings per Share by approximately $4 in 2017, as well as slow progress on European and China integration activities. Absolute Revenue Growth was impacted by weaker than expected industry growth in the United States, as well as slow progress on European and China integration activities.

With respect to the Company Performance Factor, the Committee determined that below-target performance was achieved. Based on these performance results, the Committee determined a Company Performance Factor of 26%.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 35


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Performance Assessment and Resulting Awards
Jeff M. Fettig
Chairman and Former CEO
 
 
 
 
Mr. Fettig's actual total pay in 2017 was $13,107,538. This value is based on his (a) actual base salary received during the year, (b) actual short-term incentive earned for 2017, and (c) the fair value of equity on date of grant.
 
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=15
Compensation Element
Value
Rationale
Salary
$1,480,000
Mr. Fettig's salary was not increased from the prior year level.
Short-term incentive
    $971,354

(41% Company performance and no individual performance discretion applied)
Mr. Fettig is Executive Chairman of the Board, and Whirlpool's former Chief Executive Officer. His 2017 achievements included:

- Led a successful CEO transition process, including providing mentoring to the Company's new CEO throughout the process

- Led the Company to solid financial performance, in the face of raw material inflation, including $707 million in free cash flow, and a record $1.1 billion returned to shareholders

Using a Company multiplier of 41%, the Committee determined that Mr. Fettig's resulting short-term incentive award for 2017 performance was $971,354.
Long-term incentive
$10,656,184
Represents the fair value of the target award on the date of grant in 2017, which has a 2017-2019 performance period for the performance-based restricted stock units.

36 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis


Marc R. Bitzer
President and CEO
 
 
 
 
Mr. Bitzer's total pay in 2017 was $5,883,419. This value is based on his (a) actual base salary received during the year, (b) actual short-term incentive earned for 2017, and (c) the fair value of equity on date of grant.
 
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=16
Compensation Element
Value
Rationale
Salary
$1,091,667
Reflects increase to $1,250,000 upon being named CEO effective October 1, 2017.
Short-term incentive
    $591,798

(41% Company performance and no individual performance discretion applied)
Mr. Bitzer was named Whirlpool's CEO on October 1, 2017. His 2017 achievements included:

- Transitioned to CEO during the year with minimal disruption and strong continuity which enabled the Company to deliver strong results in 2017

- Improved global price/mix exit rates to offset the continued impact of raw material inflation and position the Company for margin expansion in 2018. Implemented a global fixed cost reduction initiative which led to strong levels of ongoing productivity

Using a Company multiplier of 41%, the Committee determined that Mr. Bitzer's resulting short-term incentive award for 2017 performance was $591,798.
Long-term incentive
$4,199,954
Represents the fair value of the target award on the date of grant in 2017, which has a 2017-2019 performance period for the performance-based restricted stock units.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 37


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

Other Named Executive Officers
The CEO's recommendations for the other NEOs were based on Company performance and his review of individual performance. The following information provides highlights of specific individual and business performance considered in the pay recommendations for the other NEOs, and the resulting awards under the short-term incentive program.
James W. Peters, Executive Vice President and Chief Financial Officer
Mr. Peters is responsible for developing and implementing Whirlpool's financial and accounting plans and maintaining positive relationships with investors and regulators. His 2017 achievements included:
Successfully executed capital allocation strategy, returning over $1.1 billion to shareholders, while successfully completing the Company's €600 million bond offering
Cultivated improved investor relationships, including a successful Investor Day in May 2017 and consistent, targeted investor outreach throughout the year

Using a Company multiplier of 41%, the Committee determined that Mr. Peters' resulting short-term incentive award for 2017 performance was $205,135.
 
 
 
 
 
Joseph T. Liotine, Executive Vice President and President, Whirlpool North America
Mr. Liotine is responsible for leading Whirlpool's operations in the North America Region. His 2017 achievements included:
Strong operational results for North America, including 4.6% revenue growth and a strong increase in operating margin, in spite of significant increases in raw material costs

Delivered solid market share in the region, in spite of challenges with multiple retail distribution changes, with significant gains in Maytag and KitchenAid brands

The Committee determined that Mr. Liotine's individual performance warranted a discretionary adjustment of 125% of target. Combined with a Company multiplier of 41%, the Committee determined that Mr. Liotine's resulting short-term incentive award for 2017 performance was $300,155.
 
 
 
 
 
João C. Brega, Executive Vice President and President, Whirlpool Latin America
Mr. Brega leads Whirlpool's operations in the Latin America Region. His 2017 achievements included:
Strong financial results in Latin America, including 7.2% revenue growth and strong improvement in operating margin, outperforming direct competitors in spite of significant macroeconomic headwinds in Brazil and Colombia
Led product innovation and evolution of brands, including successful launch of largest number of new SKUs among Consul and Brastemp brands
Using a Company multiplier of 41%, the Committee determined that Mr. Brega's resulting short-term incentive award for 2017 performance was BRL 853,218 ($265,182).
 
 
 
 
 
David T. Szczupak, Executive Vice President, Global Product Organization
Mr. Szczupak led Whirlpool's Global Product Organization. His 2017 achievements included:
Reduced overall number of product architectures and platforms
Continued improvements in product leadership, as measured against our competitors
Using a Company multiplier of 41%, the Committee determined that Mr. Szczupak's resulting short-term incentive award for 2017 performance was $268,766.
 
 
 
 
 
Other Elements of Compensation
Benefits and Perquisites
We provide competitive perquisites to executives, including financial planning services, limited use of Whirlpool owned and leased property, product exchanges and discounts, home security systems, relocation assistance, and comprehensive health evaluations. These perquisites are designed to support a market-based competitive

38 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

total compensation package, which serves our overall attraction and retention objectives and enhances the efficiency of our management team by enabling them to focus their efforts on Whirlpool business. For purposes of personal security and immediate availability, Mr. Fettig and Mr. Bitzer may use Company aircraft for personal use, and other executives may be granted limited use of the aircraft with the permission of the CEO. The value of this benefit is treated as taxable income, and the executive is responsible for all associated taxes. Mr. Brega is eligible to receive Company-provided insurance premiums and the use of a Company-provided car and driver in Brazil for personal security reasons, consistent with prevailing market practices for executives in Latin America.
Retirement
NEOs are eligible for retirement benefits designed to provide, in total, a market-competitive level of income replacement upon achieving retirement eligibility by using a combination of qualified and non-qualified plans. These plans are designed to attract and retain high quality executives by providing market-competitive benefit levels, and also support our leadership development objectives by providing senior executives with an opportunity to accumulate sufficient resources to retire from the Company at appropriate times, thereby enabling an orderly succession of talent throughout the organization.
We periodically assess retirement benefits for the Company's senior leaders, including each of the U.S.-based NEOs, against data provided to the Willis Towers Watson Employee Benefits Information Center ("Willis Towers Watson") by other U.S. companies that provide survey data on executive benefits. In 2015, we last reviewed with Willis Towers Watson comparisons of data obtained from 54 companies with revenues between $10 billion and $45 billion. Accordingly, this survey tool includes data on a much broader base of companies than those included in the executive compensation comparator group.

This review is an important factor used in determining the median retirement income replacement ratio among similarly situated executives at such companies and in setting the target amount of total retirement benefits for our U.S.-based NEOs. As a result of the current mix of our retirement plans, we believe that total retirement benefits for the U.S.-based NEOs are currently at a competitive level when compared to the other companies in the survey.


IV. Policies and Practices

Stock Ownership Guidelines
The Committee has established robust stock ownership guidelines, which support the objective of increasing the amount of Whirlpool stock owned by the Company's senior leaders. These guidelines are designed to ensure that our NEOs and other senior leaders have a significant stake in Whirlpool's long-term success and further aligns the interests of executives with those of our stockholders. These ownership guidelines take into account our use of long-term equity incentives as well as a review of competitive market practices. The guidelines are expressed as multiples of base salary and vary based on an individual's level in the organization. Ownership guidelines for the NEOs are as follows:
Chief Executive Officer
7 x salary
Chief Financial Officer and Regional Presidents
5 x salary
Other Executive Vice Presidents
4 x salary

The guidelines state that each executive should achieve the respective level of stock ownership within five years. For these guidelines, ownership consists of shares purchased on the open market, shares owned jointly with spouses and children, shares held in the Whirlpool 401(k) Retirement Plan, shares obtained through stock

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 39


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

option exercises (but not including unvested shares or unexercised stock options), and shares owned outright (including those in which the executive has deferred distribution).

The Committee annually reviews each of the NEOs' progress towards achieving the applicable level of ownership. During the Committee's most recent review of ownership levels, it was determined that each NEO currently is on track or exceeds the applicable stock ownership guideline.

Compensation Recovery Policy (Claw-back)
The short-term incentive and omnibus stock incentive plans include "claw-back" provisions under which the repayment of awards may be required under certain circumstances. Under these plans, the Committee may require repayment of an award if the participant is terminated or otherwise leaves employment with the Company within two years following the vesting date of the award and such termination of employment is in any way connected with any misconduct or violation of Company policy. The plans also contain provisions that include the potential claw-back of granted cash and equity in the event of a material financial restatement. Moreover, these plans provide that the Committee may require repayment of awards if a participant becomes employed with a competitor within the two-year period following termination of employment, or for any other reason considered by the Committee in its sole discretion to be detrimental to the Company or its interests.
The 2018 Omnibus Stock and Incentive Plan that is being submitted for stockholder approval (see Item 4) also expressly provides that the Committee in its discretion may require a participant to repay the amounts, if any, derived from an award granted under the 2018 Incentive Plan in the event of a restatement of Whirlpool's financial results within three years after payment of such award to correct a material error that is determined by the Committee to be the result of fraud or intentional misconduct.
Hedging and Pledging
The Committee has established trading guidelines for Whirlpool stock prohibiting hedging by any employee or director, and pledging or trading on margin by executive officers and directors. Employees, directors, and executive officers are also prohibited from engaging in transactions that have the effect of any of the foregoing actions.
Non-Competition / Non-Solicitation Agreements
The Company maintains non-competition and non-solicitation agreements with leaders of the Company, including each of our U.S.-based NEOs, to protect confidential information and trade secrets from unauthorized use or disclosure. Violation of these agreements may result in claw-back or forfeiture of incentive compensation awards.
Post-Employment Provisions
Our U.S.-based NEOs are eligible to receive benefits under a severance policy generally available to U.S. salaried employees. We have also entered into Compensation Benefits and Assurance Agreements with each NEO, to provide benefits in the event of a qualifying termination following a change in control of Whirlpool. These agreements are intended to ensure that our NEOs are not deterred from exploring opportunities that will result in maximum value for stockholders, including actions that may result in a change in their position or standing within Whirlpool, and to promote orderly succession of talent and support our overall attraction and retention objectives. These agreements align Whirlpool's change in control severance program with current best practices in this area by requiring consummation of a merger or consolidation transaction to trigger the protections afforded under the program and imposing a "double-trigger" requirement under which benefits under these agreements are triggered only upon the occurrence of both a change in control event and the termination of the employment relationship by Whirlpool without

40 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=34
 
 
 
Compensation Discussion and Analysis

cause or by the executive for good reason. The agreements do not provide "golden parachute" excise tax gross-ups.
Employment Contracts
Generally, we have no employment contracts with our employees, unless required or customary based on local law or practice. We do not have employment contracts in place with any of the U.S.-based NEOs.
Compensation Tax Deductibility
Section 162(m) of the Internal Revenue Code limits to $1 million the U.S. federal income tax deductibility of compensation paid in one year to a company's CEO and certain of its other executive officers. Prior to the enactment of the Tax Cuts and Jobs Act in December 2017, certain types of compensation were deductible if the requirements of Section 162(m) of the Internal Revenue Code with respect to performance-based compensation were satisfied. The Committee has historically attempted to structure its compensation arrangements to achieve deductibility under Section 162(m) of the Internal Revenue Code, unless the benefit of such deductibility is considered by the Committee to be outweighed by the need for flexibility or the attainment of other objectives. As was the case prior to the enactment of the Tax Cuts and Jobs Act, the Committee will continue to monitor issues concerning the deductibility of executive compensation. Since corporate objectives may not always be consistent with the requirements for tax deductibility, the Committee is prepared, when it deems appropriate, to enter into compensation arrangements under which payments will not be deductible under Section 162(m) of the Internal Revenue Code. Thus, deductibility will be one of many factors considered by the Committee in ascertaining appropriate levels or modes of compensation.
 



Human Resources Committee Report

The Human Resources Committee of Whirlpool's Board of Directors reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement.
Based upon this review and discussion, the Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Whirlpool's Annual Report on Form 10-K for the year ended December 31, 2017, as incorporated by reference from this proxy statement.
         HUMAN RESOURCES COMMITTEE
Michael F. Johnston, Chair
Diane M. Dietz
Samuel R. Allen
William D. Perez
Harish Manwani
Greg Creed

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 41


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=42
 
 
 
Executive Compensation

2017 Executive Compensation Tables

2017 Summary Compensation Table
The following table presents compensation information for our Named Executive Officers during the 2017, 2016, and 2015 fiscal years, with the exception of Mr. Peters and Mr. Liotine. Total compensation is shown for 2016 and 2017 for Mr. Peters and for 2017 for Mr. Liotine, the years in which they first were determined to be NEOs, respectively.
The table may not reflect the actual compensation received by any NEO for the periods indicated. For example, amounts recorded in the stock awards and stock option columns reflect the fair market value of the awards at the award date and the targeted compensation for certain performance-based equity awards. The actual value of compensation realized by a NEO may vary from the amount reported below due to Company performance relative to established incentive award criteria, the stock price on award distribution dates, and, in the case of stock options, differences between the original stock option valuation assumptions and the stock price at exercise. As a second example, the amounts reported in the Change in Pension Value and Non-qualified Deferred Compensation Earnings column represent an actuarial present value which may significantly increase or decrease reportable compensation in any given year depending on interest rates and other factors.
Name and Principal Position
Year
Salary
($)
Bonus ($)
Stock Awards (3) ($)
Option Awards (4) ($)
Non-Equity Incentive Plan Compensation (5) ($)
Change in Pension Value and Non-Qualified Deferred Compensation Earnings (6) ($)
All Other Compensation (7) ($)
Total
($)
Jeff M. Fettig
Chairman of the Board and former Chief Executive Officer (1)
2017
1,480,000
5,327,926
5,328,258
971,354
2,624,518
252,142
15,984,198
2016
1,480,000
5,105,971
5,105,425
1,991,833
2,234,266
230,647
16,148,142

2015
1,475,000
4,994,913
4,995,266
1,659,375
112,901
288,794
13,526,249

Marc R. Bitzer
President and Chief Executive Officer  (1)
2017
1,091,667
2,099,879
2,100,075
591,798
621,618
241,327
6,746,364
2016
1,000,000
1,874,983
1,874,782
1,062,500
438,772
170,000
6,421,037
2015
949,167
1,417,340
1,417,567
928,906
180,616
207,733
5,101,329
James W. Peters
Executive Vice President and Chief Financial Officer
2017
588,333
749,868
750,002
230,606
301,653
69,500
2,689,962
2016
456,667
2,126,194
102,467
312,897
176,037
53,962
3,228,224
 
 
 
 
 
 
 
 
 
Joseph T. Liotine
Executive Vice President and President, Whirlpool North America
2017
595,000
3,377,596
360,008
371,998
285,394
53,015
5,043,011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
João C. Brega
Executive Vice President and President, Whirlpool Latin America (2)
2017
638,130
3,076,372
209,373
309,561
215,327
4,448,763
2016
546,271
302,186
151,138
583,807
184,890
1,768,292
2015
498,901
1,452,523
193,365
551,046
164,229
2,860,064
David T. Szczupak
Executive Vice President, Global Product Organization
2017
770,833
774,674
387,484
364,122
433,382
86,639
2,817,134
2016
746,667
749,782
374,956
946,033
251,720
79,655
3,148,813
2015
727,500
729,673
364,946
801,881
152,564
66,838
2,843,402

42 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=42
 
 
 
Executive Compensation

(1)
Effective October 1, 2017, Mr. Bitzer was promoted to Chief Executive Officer and Mr. Fettig retained the position of Chairman of the Board.
(2)
Compensation amounts for Mr. Brega paid in Brazilian Reais have been converted to U.S. Dollars using a monthly currency conversion rate.
(3)
Reflects fair value of target performance-based restricted stock unit awards, which represents the probable attainment level of these awards at the time of grant, and time-based restricted stock unit awards on the award date. See our "Share-Based Incentive Plans" Note to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year for a discussion of the relevant assumptions used to account for these awards. Performance-based restricted stock units have a potential payout of 0% to 200% of the target amount. The fair values of the maximum possible performance-based restricted stock unit awards as of the award date in 2017 are as follows:
Name
2017 ($)
Jeff M. Fettig
10,655,852
Marc R. Bitzer
4,199,757
James W. Peters
1,499,736
Joseph T. Liotine
719,746
João C. Brega
418,523
David T. Szczupak
774,675
For the actual number of performance-based restricted stock units earned for the 2015-2017 performance period as well as target awards for the 2016-2018 and 2017-2019 performance periods, see the "2017 Outstanding Equity Awards at Fiscal Year-End" table.
(4)
Reflects the fair value of stock option awards on the award date. See our "Share-Based Incentive Plans" Note to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year for a discussion of the relevant assumptions used in calculating these values.
(5)
Represents the cash incentive awards earned in 2017 under Whirlpool's short-term incentive program. For Messrs. Peters, Liotine, Brega, and Szczupak, this amount also includes the equivalent of $25,471, $71,843, $44,379, and $95,356, respectively, in performance cash units earned, which had a performance period from 2015-2017, and were paid on February 20, 2018.
(6)
Reflects the change in actuarial present value of these benefits from December 31, 2016 to December 31, 2017. See the 2017 "Pension Benefits" table for the actuarial present value of these benefits. None of our NEOs received above-market earnings on their non-qualified deferred compensation accounts.
(7)
The following table presents an itemized account of the amounts shown in the "All Other Compensation" column for each NEO in 2017:
Name
Personal Use of Whirlpool Aircraft
(a) ($)
Other
Perquisites (b) ($)
Defined Contribution
Plan Contributions (c) ($)
Relocation (d) ($)
Car & Driver (e) ($)
Insurance Premiums (f) ($)
Total
($)
Jeff M. Fettig
61,128
87,414
103,600
252,142
Marc R. Bitzer
46,578
75,157
76,417
43,175
241,327
James W. Peters
26,179
11,688
31,633
69,500
Joseph T. Liotine
11,365
41,650
53,015
João C. Brega
5,084
86,085
70,942
53,216
215,327
David T. Szczupak
9,094
23,587
53,958
86,639

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 43


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=42
 
 
 
Executive Compensation

(a)
Our incremental cost for personal use of Whirlpool aircraft is calculated by multiplying the aircraft's hourly variable operating cost by a trip's flight time, which includes any flight time of an empty return flight. Variable operating costs are based on industry standard rates of variable operating costs, including fuel costs, trip-related maintenance, landing/ramp fees, and other miscellaneous variable costs. On certain occasions, a spouse or other family member may accompany one of our NEOs on a flight. No additional operating cost is incurred in such situations under the foregoing methodology. We do not pay our NEOs any amounts in connection with taxes on income imputed to them for personal use of our aircraft.
(b)
Represents the incremental cost to Whirlpool of: Whirlpool products offered at discounted prices, financial planning and tax services, personal use of property that we own or lease primarily for business purposes, commemorative gift (for Mr. Fettig), comprehensive health evaluations, and home security. In 2017, Whirlpool paid for financial planning and tax services on behalf of Mr. Fettig, valued at $52,220, and for Mr. Bitzer, valued at $54,426, based on the amounts paid directly to the applicable service provider. Except as noted, individually, none of these categories of perquisites or personal benefits exceeded $25,000 for the other NEOs.
(c)
Represents Whirlpool's contributions to the 401(k) Retirement Plan and the 401(k) Restoration Plan for Messrs. Fettig, Bitzer, Peters, Liotine, and Szczupak. The amount for Mr. Brega consists of Whirlpool contributions to a defined contribution plan account maintained in Brazil.
(d)
For Mr. Bitzer, this amount includes the cost to Whirlpool for relocation-related tax and consulting services provided in 2017.
(e)
For Mr. Brega, this amount includes the incremental cost to Whirlpool for providing a car and driver for security reasons and local prevailing market practices for company executives in Brazil.
(f)
Represents Whirlpool's payments to provide life and health insurance programs to Mr. Brega, consistent with those programs customarily provided to executive-level employees of companies in Brazil.


44 l Notice of Annual Meeting of Stockholders and 2018 Proxy Statement


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=42
 
 
 
Executive Compensation

2017 Grants of Plan-Based Awards
The following table provides additional information about plan-based compensation disclosed in the 2017 Summary Compensation Table or, in the case of performance cash units, granted during the year. In February 2017, we granted short-term cash incentives to our NEOs under PEP, and long-term incentives consisting of performance-based restricted stock units, performance cash units, time-based restricted stock units, and non-qualified stock options under the Whirlpool Corporation Amended and Restated 2010 Omnibus Stock and Incentive Plan. In 2017, the Committee granted special awards of 15,000 restricted stock units each to Mr. Liotine and Mr. Brega. Mr. Liotine's and Mr. Brega's awards were granted to retain and motivate these executives during a critical time for the North America and Latin America regions, respectively. Information regarding the treatment of these awards upon a qualifying termination following a change in control is set forth below and under the "Potential Post-Termination Payments" section later in the proxy statement.
The Committee established both target and maximum award levels of performance-based restricted stock units and performance cash units with actual awards to be determined based on the achievement of specified objectives over a three-year performance period (2017-2019). Upon completion of the performance period, the Committee will approve award amounts in February 2020, basing the number of performance-based restricted stock units and the value of performance cash units earned on the level of achievement of performance period objectives. These awards, once determined, vest three years from the date the terms of the award are established.
Generally, an executive must be employed by Whirlpool on the last day of the performance period in order to earn the short-term incentive award, and be employed on the vesting date in order to earn the performance-based restricted stock unit or performance cash unit awards. However, a retirement-eligible NEO who retires during the performance period may receive a prorated portion of the performance-based restricted stock unit or performance cash unit award, once the vesting level of the award is determined by the Committee after the end of the performance period.
With respect to performance-based restricted stock unit and performance cash unit awards, if an executive dies or becomes disabled during the performance period, the award payout determined by the Committee at the end of the performance period is prorated based on the amount of service completed over the three-year performance period. With respect to time-based restricted stock unit awards, if an NEO dies, becomes disabled, or retires during the vesting period but prior to the vesting date of the award, vesting and distribution will be accelerated.
Stock option grants are issued with an exercise price equal to the closing price of Whirlpool common stock as reported on the NYSE on the award date. The option term is ten years and options vest in three substantially equal annual installments, subject to the NEO's continued employment through the applicable vesting date. If the executive dies or becomes disabled, the stock options immediately vest and expire three years from the date of the event or the original expiration date (whichever occurs first), provided that some options may allow for a post-termination exercise period of at least one year. If the NEO retires, the stock options immediately vest and expire five years from the retirement date or the original expiration date (whichever occurs first). Options cannot be exercised before the first anniversary of the grant.

Notice of Annual Meeting of Stockholders and 2018 Proxy Statement l 45


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12102505&doc=42
 
 
 
Executive Compensation

 

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











PEP - Cash (2)
0
2,368,000
4,440,000
Performance RSUs (3)
2/20/2017
0
30,069
60,138
5,327,926
Stock Options (4)
2/20/2017
121,008
177.19
5,328,258
Marc R. Bitzer
 
 
 
 
 
 
 
 
 
 
 
PEP - Cash (2)
0
1,442,708
2,705,078
Performance RSUs (3)
2/20/2017
0
11,851
23,702
2,099,879
Stock Options (4)
2/20/2017
47,694
177.19
2,100,075
James W. Peters
 
 
 
 
 
 
 
 
 
 
 
PEP - Cash (2)
0
500,083
937,656
Performance RSUs (3)
2/20/2017
0
4,232
8,464
749,868
Stock Options (4)
2/20/2017
17,033
177.19
750,002
Joseph T. Liotine