DEF 14A of Whirlpool Corp /De/, Mar 4, 2024

DEF 14A of Whirlpool Corp /De/

Filed Mar 4, 2024 · FY20230001193125-24-057994

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Additional details about each of the director nominees can be found beginning on page 1.

  2. DIRECTOR NOMINEES

    | | | | Committee Membership | | | | | | Name(1) | Age | Director since | Audit | Corporate Governance & Nominating | Finance | Human Resources | Independent | | Samuel R. Allen | 70 | 2010 | | Chair | | ✓ | ✓ | | Marc R. Bitzer | 59 | 2015 | | | | | | | Greg Creed | 66 | 2017 | | | ✓ | Chair | ✓ | | Diane M. Dietz | 58 | 2013 | | | ✓ | ✓ | ✓ | | Gerri T. Elliott | 67 | 2014 | | | ✓ | ✓ | ✓ | | Richard J. Kramer | 60 | 2024 | | ✓ | | ✓ | ✓ | | Jennifer A. LaClair | 52 | 2020 | ✓ | ✓ | | | ✓ | | John D. Liu | 55 | 2010 | ✓ | | Chair | | ✓ | | James M. Loree | 65 | 2017 | ✓ | | | ✓ | ✓ | | Harish Manwani | 70 | 2011 | | ✓ | | ✓ | ✓ | | Larry O. Spencer | 70 | 2016 | | ✓ | ✓ | | ✓ | | Rudy Wilson | 48 | 2023 | ✓ | | ✓ | | ✓ |

  3. DIRECTOR NOMINEES

    | (1) MICHAEL D. WHITE (CURRENTLY AUDIT COMMITTEE CHAIR) AND PATRICIA K. POPPE ARE NOT STANDING FOR RE-ELECTION. |

  4. TENURE, EXPERIENCE, AND DIVERSITY

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

  5. TENURE, EXPERIENCE, AND DIVERSITY

    | Board Tenure of Independent Director Nominees | Board Diversity and Experience of Independent Director Nominees |

  6. TENURE, EXPERIENCE, AND DIVERSITY

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | iii |

  7. COMPENSATION HIGHLIGHTS

    COMPENSATION HIGHLIGHTS The Compensation Discussion & Analysis (“CD&A”) section beginning on page 28 includes the following highlights:

  8. COMPENSATION HIGHLIGHTS

    | What We Do | | What We Don’t Do | | | ✓ | Pay for performance | | Allow hedging or pledging | | ✓ | Robust stock ownership guidelines | | Gross up for excise taxes | | ✓ | “Double trigger” change in control | | Reprice or reload stock options | | ✓ | Claw-back policies for all variable pay | | Enter into employment contracts with U.S.-based Named Executive Officers |

  9. OUR COMPENSATION PHILOSOPHY: PAY FOR PERFORMANCE

    OUR COMPENSATION PHILOSOPHY: PAY FOR PERFORMANCE Whirlpool employs a pay-for-performance philosophy under which a significant portion of pay is performance-based and tied to the drivers of long-term stockholder value, including both business results and individual performance. The majority of 2023 CEO and Named Executive Officer (“NEO”) target compensation consisted of at-risk pay, as demonstrated in the illustration below.

  10. Executive Compensation Pay Mix

    Executive Compensation Pay Mix

  11. Executive Compensation Pay Mix

    | CEO Total Target Compensation | Other NEOs’ Average Total Target Compensation | | | |

  12. Executive Compensation Pay Mix

    | iv | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  13. Executive Compensation Pay Mix

    | Proxy Summary | i | | Item 1 - Directors and Nominees for Election as Directors | 1 | | Board of Directors and Corporate Governance | 11 | | Related Person Transactions and Human Resources Committee Interlocks | 22 | | Security Ownership | 23 | | Beneficial Ownership | 24 | | Non-employee Director Compensation | 25 | | Compensation Discussion and Analysis | 28 | | Human Resources Committee Report | 45 | | 2023 Executive Compensation Tables | 46 | | 2023 Summary Compensation Table | 46 | | 2023 Grants of Plan-Based Awards | 48 | | 2023 Outstanding Equity Awards at Fiscal Year-End | 50 | | 2023 Option Exercises and Stock Vested | 53 | | 2023 Pension Benefits | 54 | | 2023 Non-Qualified Deferred Compensation | 55 | | 2023 Potential Post-Termination Payments | 56 | | Pay Ratio Disclosure | 61 | | Pay Versus Performance Disclosure | 62 | | Item 2 - Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation | 66 | | Equity Compensation Plan Information | 67 | | Matters Relating to Independent Registered Public Accounting Firm | 68 | | Audit Committee Report | 69 | | Item 3 - Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation’s Independent Registered Public Accounting Firm for Fiscal 2024 | 70 | | Information about the Annual Meeting and Voting | 71 | | Annex A: Non-GAAP Reconciliation | A-1 |

  14. Executive Compensation Pay Mix

    | Item 1 – Directors and Nominees for Election as Directors |

  15. Executive Compensation Pay Mix

    We currently have 12 directors on the Board who are standing for election or re-election and, if elected, will serve until our next annual meeting of stockholders and stand for re-election annually (subject to our retirement policy). Each of the nominees below has consented to be a nominee named in this proxy statement and to serve if elected. We have described the skills and experiences below that we believe will allow directors to provide critical insights on the Company’s strategic imperatives and make significant contributions to board deliberations. In the matrix on the pages that follow, we have highlighted the skills and attributes and gender and race/ethnicity self-identified by each director nominee.

  16. Executive Compensation Pay Mix

    | Global Strategic Imperatives | | | | |

  17. Executive Compensation Pay Mix

    | Experience | Allen | Bitzer | Creed | Dietz | Elliott | Kramer | LaClair | Liu | Loree | Manwani | Spencer | Wilson | | Senior Leadership Roles at Large/Complex Organizations Directors with leadership experience at organizations with operational scale and complexity similar to Whirlpool are equipped to evaluate our enterprise strategy and progress against strategic goals. | | | | | | | | | | | | | | Global Business Operations/International Work Experience Directors with global and international business experience understand the challenges and opportunities of a global footprint and have unique cultural and consumer insight aligned with Whirlpool’s global scope. | | | | | | | | | | | | | | Corporate Strategy/M&A Directors with strategy and M&A expertise provide critical insights in evaluating value creation opportunities as part of Whirlpool’s portfolio transformation. | | | | | | | | | | | | | | Sales/Marketing/Brand Management Directors with experience in distribution strategy, trade relationships, marketing, including digital marketing, and brand management provide critical insights on these key drivers of our profitable growth. | | | | | | | | | | | | | | Product Development/Innovation/Engineering Directors with innovation and product development experience possess the expertise to effectively oversee our innovation strategy, unlock new growth opportunities, and respond to evolving consumer preferences. | | | | | | | | | | | | | | Global Supply Chain/Manufacturing/Logistics Directors with supply chain management experience provide effective oversight of our global sourcing strategy focused on diversification, cost management, and sustainability as we build and maintain a competitive and resilient supply chain. | | | | | | | | | | | | |

  18. Executive Compensation Pay Mix

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 1 |

  19. Executive Compensation Pay Mix

    | Experience | Allen | Bitzer | Creed | Dietz | Elliott | Kramer | LaClair | Liu | Loree | Manwani | Spencer | Wilson | | Accounting/Finance/Capital Structure Directors with expertise in financial management, capital allocation, and financial reporting are equipped to evaluate our capital structure and capital allocation priorities and provide oversight of our financial operations and reporting processes. | | | | | | | | | | | | | | Corporate Governance/Sustainability Directors with experience on other public company boards and those with experience in corporate responsibility and impact contribute valuable insights on best governance practices at other leading corporations, including emerging trends and effective governance and oversight, which are key to achieving sustainable shareholder value. | | | | | | | | | | | | | | Legal/Regulatory/Government Affairs Directors with experience in legal and regulatory issues aid in overseeing Whirlpool’s risk management and compliance across our global operations. | | | | | | | | | | | | | | Human Capital Management Directors with human capital management and talent development expertise contribute to effective oversight of our global talent strategy, including thoughtful succession planning, which is critical to our continued success. | | | | | | | | | | | | | | Technology/Cybersecurity Directors with expertise in technology and cybersecurity aid the Board in its oversight of Whirlpool’s information security, data privacy, and new technology adoption, which are key to execution of our strategy. | | | | | | | | | | | | | | Consumer Products Directors with consumer products expertise provide important insights about building strong relationships with consumers and understanding drivers behind evolving consumer preferences which are key to Whirlpool’s future success. | | | | | | | | | | | | | | Gender | | | | | | | | | | | | | | Male | | | | | | | | | | | | | | Female | | | | | | | | | | | | | | Race/Ethnicity | | | | | | | | | | | | | | White | | | | | | | | | | | | | | Black or African-American | | | | | | | | | | | | | | Asian or South Asian | | | | | | | | | | | | | | Military Service | | | | | | | | | | | | |

  20. Executive Compensation Pay Mix

    | 2 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  21. Executive Compensation Pay Mix

    The Board recommends a vote FOR the election of each of the director nominees below.

  22. Executive Compensation Pay Mix

    | Samuel R. Allen Independent Presiding Director Director since: 2010 Age: 70 Committees: • Corporate Governance and Nominating (Chair) • Human Resources Other Public Company Boards • Dow Inc. (since 2019) Prior • Deere & Co. (2009 – 2020) | Key Qualifications: Mr. Allen brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his extensive senior leadership experience at a large/complex organization as Chairman and Chief Executive Officer of Deere & Co, a global public company; his global business and manufacturing experience obtained through managing various business units and functions at Deere, including internationally; his extensive human resources experience acquired as President, Global Financial Services, John Deere Power Systems, and Corporate Human Resources; and his corporate governance experience gained during his current and prior service on other public company boards. Employment Background: Mr. Allen is the former Chairman and Chief Executive Officer of Deere & Co., a farm machinery and equipment company. He held the position of Chairman at Deere from February 2010 until his retirement from the board of directors in 2020. He served in the role of President and Chief Executive Officer at Deere from 2009 until 2010 after serving as President and Chief Operating Officer from June to August 2009. Mr. Allen joined Deere & Co. in 1975 and from that time he held positions of increasing responsibility in the Consumer Products Division, Worldwide Construction & Forestry Division, John Deere Power Systems, and the Worldwide Agricultural Division, including managing operations in Latin America, China and East Asia, and Australia. |

  23. Executive Compensation Pay Mix

    | Marc R. Bitzer Chairman and Chief Executive Officer Director since: 2015 Age: 59 Other Public Company Boards • The BMW Group (since 2021) | Key Qualifications: Mr. Bitzer brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his senior leadership experience as Chairman and Chief Executive Officer of Whirlpool Corporation; his years of experience and knowledge of Whirlpool’s major global operations; his corporate strategy and mergers and acquisitions experience through prior roles within Whirlpool; and the depth of his experience in sales, marketing, and brand management, and consumer products experience acquired through his roles at Whirlpool and prior work experience. Employment Background: Mr. Bitzer has been Chairman of the Board of Whirlpool Corporation since 2019 and a director since 2015. He has been President and Chief Executive Officer of Whirlpool Corporation since 2017. He served as President and Chief Operating Officer of Whirlpool Corporation from 2015 to 2017. Prior to this role, he was Vice Chairman, Whirlpool Corporation, a position he held from 2014 to 2015. Mr. Bitzer had been President of Whirlpool North America and Whirlpool Europe, Middle East, and Africa after holding other positions of increasing responsibility since 1999. Prior to joining Whirlpool, Mr. Bitzer was a Vice President with the Boston Consulting Group. |

  24. Executive Compensation Pay Mix

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 3 |

  25. Executive Compensation Pay Mix

    | Greg Creed Independent Director Director since: 2017 Age: 66 Committees: • Human Resources (Chair) • Finance Other Public Company Boards • Aramark (since 2020) • Delta Airlines, Inc. (since 2022) Prior • Sow Good Inc. (2020 – 2022) • Yum! Brands, Inc. (2014 – 2020) • International Game Technology (2010 – 2015) | Key Qualifications: Mr. Creed brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his extensive senior leadership experience as Chief Executive Officer at Yum! and Taco Bell; his human capital management experience as Chief Operating Officer at Yum!; his in-depth sales and marketing experience gained as Chief Marketing Officer at Taco Bell; his international work experience during his tenure at Unilever; and his corporate governance experience gained during his service on other public company boards of directors. Employment Background: Mr. Creed served as Chief Executive Officer of Yum! Brands, Inc., a leading operator of quick service restaurants, from 2015 until his retirement in 2019. Following his retirement, Mr. Creed provided advisory services to Yum! throughout 2020 on a part-time basis. He served as Chief Executive Officer of Taco Bell Division from 2011 to 2014, and as President and Chief Concept Officer of Taco Bell U.S. from 2007 to 2011. He held various roles within Yum!, including Chief Marketing Officer, Taco Bell, and Chief Operating Officer, Yum! after holding other positions of increasing responsibility with the company since 1994. Prior to joining Yum! in 1994, Mr. Creed worked with Unilever in Australia, London, and New York. |

  26. Executive Compensation Pay Mix

    | Diane M. Dietz Independent Director Director since: 2013 Age: 58 Committees: • Finance • Human Resources | Key Qualifications: Ms. Dietz brings the following key skills and qualifications that enable her to contribute invaluable insights to our board deliberations: her senior leadership experience as Chief Executive Officer of Rodan & Fields, LLC; her extensive sales, marketing, and brand management experience acquired through her executive leadership roles at large-scale consumer product companies, including Rodan & Fields, Safeway, and P&G; her experience in product development and innovation gained during her extensive career in consumer products; and her knowledge and experience in human capital management obtained while overseeing large teams at these companies. Employment Background: Ms. Dietz served as President and Chief Executive Officer of Rodan & Fields, LLC, a leading premium skincare company, from 2016 until her retirement in 2021. Ms. Dietz served as Executive Vice President and Chief Marketing Officer of Safeway, Inc., a leading food and drug retailer, from 2008 to 2015. Prior to joining Safeway, Inc., Ms. Dietz served as Vice President and General Manager, Procter & Gamble’s Oral Care business and led a broad range of brand management and marketing functions across the P&G organization, and held positions of increasing responsibility with the company from 1989 to 2008. |

  27. Executive Compensation Pay Mix

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  28. Executive Compensation Pay Mix

    | Gerri T. Elliott Independent Director Director since: 2014 Age: 67 Committees: • Finance • Human Resources Other Public Company Boards • Marqeta, Inc. (since 2021) Prior • Marvell Technology Group Ltd. (2017 – 2018) • Mimecast Limited (2017 – 2018) • Imperva, Inc. (2015 – 2018) • Bed Bath & Beyond, Inc. (2014 – 2017) | Key Qualifications: Ms. Elliott brings the following key skills and qualifications that enable her to add valuable insights to our board deliberations: her global sales and marketing experience and extensive technology and cybersecurity expertise obtained throughout her career in the technology industry; her global business operations and international work experience gained during her tenure at International Business Machines Corporation’s Asia Pacific operations; and her corporate governance and sustainability experience gained during her current and prior service on other public company boards. Employment Background: Ms. Elliott served as the Executive Vice President and Chief Customer and Partner Officer of Cisco Systems, Inc. from 2018 until her retirement in 2022. She served as the Executive Vice President, Strategic Advisor and Chief Customer Officer of Juniper Networks, a producer of high-performance networking equipment, from 2013 to 2014. Ms. Elliott began her employment with Juniper Networks in 2009 and held positions of increasing responsibility with the company through 2014. Before joining Juniper Networks, she served as Corporate Vice President, Worldwide Public Sector Organization of Microsoft Corporation from 2004 to 2008. Prior to joining Microsoft, Ms. Elliott spent 22 years at IBM Corporation, where she held several senior executive positions in the U.S. and internationally. |

  29. Executive Compensation Pay Mix

    | Jennifer A. LaClair Independent Director Director since: 2020 Age: 52 Committees: • Audit • Corporate Governance and Nominating | Key Qualifications: Ms. LaClair brings the following key skills and qualifications to our Board that enable her to add valuable insight to our board deliberations: her extensive senior leadership experience; her finance and accounting experience; her legal and business transformation experience acquired during her years of experience in the financial services industry; her technology expertise gained through aspects of her roles at Fiserv Inc. and Ally Financial Inc. and through her service on the board of directors of the Federal Reserve Bank of Richmond, where she serves as Chair of the National Information Technology Committee; and her international work experience gained through the World Education organization and the Harvard Institute of International Development. Employment Background: Ms. LaClair is head of Global Business Solutions for Fiserv Inc., a leading global provider of payments and financial services technology solutions, since January 2024, after serving as Chief Revenue Officer from July 2023 to December 2023. Prior to that time, Ms. LaClair served as Chief Financial Officer of Ally Financial Inc, a leading financial services provider, from 2018 through 2022. Before Ally, Ms. LaClair spent ten years at PNC Financial Services, where she held various finance and leadership roles, most recently as the head of the company’s business bank. Before that, she served as Chief Financial Officer for all of PNC’s business lines. Earlier in her career, Ms. LaClair was a consultant with McKinsey and Company and spent six years working in international economic development. |

  30. Executive Compensation Pay Mix

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 5 |

  31. Executive Compensation Pay Mix

    | Richard J. Kramer Independent Director Director since: February 19, 2024 Age: 60 Committees: • Corporate Governance and Nominating • Human Resources Other Public Company Boards • CNH Industrial N.V. (since 2023) Prior • The Goodyear Tire & Rubber Company (2010 – January 2024) • The Sherwin-Williams Company (2012 – 2023) | Key Qualifications: Mr. Kramer brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his extensive senior leadership experience as Chairman and Chief Executive Officer and other executive leadership roles over his 24-year career at The Goodyear Tire & Rubber Company; his significant experience in accounting, finance, and capital structure acquired through education, public accounting firm experience, and service in Goodyear finance roles of increasing responsibility, including Chief Financial Officer; his corporate strategy, mergers and acquisitions expertise evidenced during his tenure as Goodyear Chief Executive Officer, including through implementation of a long-term strategy roadmap and execution of a major acquisition; and his experience in product development and innovation, specifically experience with developing relationships to spur innovation and integrate new technology. Employment Background: Mr. Kramer was Chairman, Chief Executive Officer, and President of The Goodyear Tire & Rubber Company, a global manufacturer, marketer, and distributor of tires, from 2010 until his retirement in January 2024. Mr. Kramer joined Goodyear in March 2000 and held various positions at Goodyear, including Chief Operating Officer from June 2009 to April 2010; President, North American Tire from March 2007 to April 2010; Executive Vice President and Chief Financial Officer from June 2004 to August 2007; Senior Vice President, Strategic Planning and Restructuring from September 2003 to June 2004; Vice President, Finance, North American Tire from July 2002 to September 2003; and Vice President, Corporate Finance from March 2000 to July 2002. Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, where he held positions of increasing responsibility, including Partner, Consumer Products. |

  32. Executive Compensation Pay Mix

    | John D. Liu Independent Director Director since: 2010 Age: 55 Committees: • Finance (Chair) • Audit Prior Public Company Boards • Greenhill & Co. Inc. (2017 – 2023) | Key Qualifications: Mr. Liu brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his significant finance and accounting expertise obtained through his education and career in investment banking and investment management, including service as a Chief Financial Officer; his legal and regulatory, corporate strategy and mergers and acquisitions, and global business experience acquired through his roles at a global investment bank and investment management firm. Employment Background: Mr. Liu has been the Chief Executive Officer of Essex Equity Management, a financial services company, and Managing Partner of Richmond Hill Investments, an investment management firm, since 2008. Prior to that time, Mr. Liu was employed for 12 years by Greenhill & Co. Inc., a global investment banking firm, in positions of increasing responsibility including Chief Financial Officer and the Co-Head of U.S. Mergers and Acquisitions. |

  33. Executive Compensation Pay Mix

    | 6 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  34. Executive Compensation Pay Mix

    | James M. Loree Independent Director Director since: 2017 Age: 65 Committees: • Audit • Human Resources Other Public Company Boards • United Natural Foods, Inc. (since 2023) Prior • Stanley Black & Decker Inc., (2016 – 2022) • Harsco (2010 – 2016); Audit Committee Chairman (2012 – 2016) | Key Qualifications: Mr. Loree brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his extensive senior leadership experience as President and Chief Executive Officer at a large public company; his deep experience in finance, accounting and capital allocation through finance roles with public companies, including serving as a Chief Financial Officer; experience with global supply chain, manufacturing and logistics acquired in operations roles throughout his career; and his experience with leading sustainability initiatives at the helm of a global consumer products company. Employment Background: Mr. Loree served as President and Chief Executive Officer of Stanley Black & Decker, Inc., a leading industrial and consumer products company, from 2016 to June 2022. Mr. Loree served as President and Chief Operating Officer of the company from 2013 to 2016; Chief Operating Officer from 2009 to 2013; Executive Vice President and Chief Financial Officer from 2002 to 2009; and Vice President and Chief Financial Officer from 1999 to 2002. Prior to joining Stanley Black & Decker, Mr. Loree held positions of increasing responsibility in financial and operating management in business, corporate, and financial services at General Electric from 1980 to 1999. |

  35. Executive Compensation Pay Mix

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 7 |

  36. Executive Compensation Pay Mix

    | Harish Manwani Independent Director Director since: 2011 Age: 70 Committees: • Corporate Governance and Nominating, Human Resources Other Public Company Boards • Gilead Sciences, Inc. (since 2018) Prior • Nielsen Holdings plc (2015 – 2021) • Qualcomm Inc. (2014 – 2022) • Pearson plc (2013 – 2018) • Hindustan Unilever Limited (2005 – 2018); Non-executive Chairman | Key Qualifications: Mr. Manwani brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his sales, marketing, and brand management expertise, consumer products experience, sustainability experience, global business operations and wide-ranging international work experience gained throughout his tenure at Unilever PLC; his corporate strategy and mergers and acquisitions experience from his roles at Unilever and his advisory role in portfolio operations at the Blackstone Group; and his corporate governance experience gained through service on other public company boards. Employment Background: Mr. Manwani is a Senior Operating Partner with Blackstone Group who has advised select Blackstone portfolio companies since 2015. Mr. Manwani is the former Chief Operating Officer of Unilever, a global consumer products company, a position he held from 2011 until his retirement in 2014. He joined Hindustan Unilever Limited as a management trainee in 1976 and subsequently held various general management positions of increasing responsibility within Unilever globally, including leadership of business units in Latin America, North America, and later President of Asia, Africa, Central & Eastern Europe (AACEE). |

  37. Executive Compensation Pay Mix

    | 8 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  38. Executive Compensation Pay Mix

    | Larry O. Spencer Independent Director Director since: 2016 Age: 70 Committees: • Corporate Governance and Nominating • Finance Other Public Company Boards • Haynes International, Inc (since 2020) Prior • Triumph Group, Inc. (2018 – 2023) | Key Qualifications: General Spencer brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his senior leadership experience in large/complex organizations including service as a four-star general and Vice Chief of Staff in the U.S. Air Force; his extensive financial management and accounting experience obtained through various positions at Air Force headquarters; his human capital management experience acquired through leadership of large groups; and his legal, regulatory, and government affairs and technology and cybersecurity experience obtained throughout his military career. Employment Background: General Spencer serves as President of the Armed Forces Benefit Association and 5Star Life Insurance Company, a position he has held since March 2020. General Spencer served until March 2019 as President of the United States Air Force Association, a position he held since his retirement as a four-star general in 2015 after serving 44 years with the United States Air Force. General Spencer held positions of increasing responsibility with the Air Force, which included Vice Chief of Staff, the second highest-ranking military member in the Air Force. General Spencer was the first Air Force officer to serve as the Assistant Chief of Staff in the White House Military Office and he served as Chief Financial Officer and then Director of Mission Support at a major command. |

  39. Executive Compensation Pay Mix

    | Rudy Wilson Independent Director Director since: 2023 Age: 48 Committees: • Audit • Finance | Key Qualifications: Mr. Wilson brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his significant sales, marketing, and brand management experience in positions of increasing responsibility at AT&T, PepsiCo, and SC Johnson; his extensive consumer product experience gained over his 25+ year career with consumer-facing brands and companies; his product development and innovation experience in managing category leading brands and developing new category disruptors; and his global operations and international experience obtained through positions with global scope at SC Johnson. Employment Background: Mr. Wilson has served as President of Global Consumer Brands of SC Johnson, a leading consumer products company, since 2021. Mr. Wilson served as Chief Marketing Officer for the Consumer Brands Division of the company from 2019 to 2021 and as a Regional Senior Vice President from 2018 to 2019. Prior to joining SC Johnson, Mr. Wilson held brand, marketing, and general management roles at AT&T Corporation and PepsiCo, Inc. |

  40. Executive Compensation Pay Mix

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

  41. Executive Compensation Pay Mix

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 9 |

  42. Executive Compensation Pay Mix

    Patricia K. Poppe has decided not to stand for re-election for reasons unrelated to the Company. Michael D. White has reached retirement age under our Corporate Governance Guidelines and will not stand for re-election. The Company and the Board extend their sincere thanks to Ms. Poppe and Mr. White for their many contributions and dedicated service.

  43. Executive Compensation Pay Mix

    | Patricia K. Poppe Independent Director Director since: 2019 Age: 55 Committees: • Audit • Corporate Governance and Nominating Prior Public Company Boards • CMS Energy and Consumers Energy (2016 – 2020) | Key Qualifications: Ms. Poppe brings the following key skills and qualifications that enable her to add valuable insights to our Board deliberations: her senior leadership of large/complex organizations, including two Chief Executive Officer roles; her innovation and engineering experience obtained through education and engineering roles in the automotive and utility industries; leadership of sustainability initiatives as a utility executive; legal, regulatory, and government affairs experience through her work in the utilities sector. Employment Background: Ms. Poppe has been Chief Executive Officer of PG&E Corporation and a member of PG&E’s board of directors since January 2021. Prior to joining PG&E, Ms. Poppe served as President and Chief Executive Officer of CMS Energy Corporation and its principal subsidiary, Consumers Energy Company, Michigan’s largest utility and the nation’s fourth largest combination utility, from 2016 to December 2020. Ms. Poppe served as Senior Vice President of distribution operations, engineering, and transmission for CMS and Consumers from 2015 to 2016, after holding positions of increasing responsibility since joining the company in 2011. Ms. Poppe held a variety of automotive management positions and served as power plant director at Detroit, Michigan-based DTE Energy before joining Consumers Energy in 2011. |

  44. Executive Compensation Pay Mix

    | Michael D. White Independent Director Director since: 2004 Age: 72 Committees: • Audit (Chair) • Corporate Governance and Nominating Other Public Company Boards • Kimberly-Clark Corporation (since 2015) • Bank of America Corporation (since 2016) Prior • DIRECTV (2009 – 2015) | Key Qualifications: Mr. White brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his extensive senior leadership experience of large, complex companies as Chairman and Chief Executive Officer of DIRECTV and Chief Executive Officer of PepsiCo International; his in-depth global operations and international work experience gained in those roles and as Chief Executive Officer of PepsiCo’s Frito-Lay division in Europe, Africa, and the Middle East; his finance and accounting expertise acquired through education, numerous Chief Financial Officer roles, and service on public company audit committees; his sales, marketing, and brand management experience gained through his leadership roles at consumer products companies; and his corporate governance experience gained during his service on other public company boards. Employment Background: Mr. White served as the Chairman, President and Chief Executive Officer of DIRECTV, a leading provider of digital television entertainment services, from 2010 until his retirement in 2015. He also served as a director of DIRECTV from 2009 until 2015. From 2003 until 2009, Mr. White was Chief Executive Officer of PepsiCo International, and Vice Chairman, PepsiCo, Inc. Before that, Mr. White was president and Chief Executive Officer of PepsiCo’s Frito-Lay division in Europe, Africa, and the Middle East, after holding positions of increasing responsibility with PepsiCo, including as Chief Financial Officer of PepsiCo., Inc., Pepsi-Cola Company worldwide, and Frito-Lay International. |

  45. Executive Compensation Pay Mix

    | 10 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  46. Executive Compensation Pay Mix

    Board of Directors and Corporate Governance

  47. COMPENSATION RISK ASSESSMENT

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

  48. Refreshment

    Refreshment 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 board refreshment and continuity. The four independent directors who joined the Board in the past five years bring fresh perspectives. Our experienced directors have deep knowledge of our operations and the evolution of our strategy. Our remaining directors provide stability and continuity to the Board. 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. Our Corporate Governance Guidelines provide for retirement at age 72. Currently, our average tenure of independent director nominees is 8 years. To assist the Corporate Governance and Nominating Committee in identifying potential director nominees who meet the established criteria and priorities and to facilitate the screening and nomination process for such nominees, the Corporate Governance and Nominating Committee has retained third-party search firms; and Mr. Wilson, who joined the Board in August 2023, and Mr. Kramer who joined the Board in February 2024, were recommended to our Corporate

  49. Refreshment

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 17 |

  50. Refreshment

    Governance and Nominating Committee and Board by a leading director-search firm. 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. Desired personal qualifications for director candidates include: a reputation for personal and professional integrity, strength of character, sound business judgment, and the availability and commitment to devote sufficient time to the duties of the Board. Candidates should have strong interpersonal and communication skills in order to assess and challenge the way things are done and recommend alternative solutions to problems in a constructive manner. Candidates should be independent and have the ability to represent the long-term interests of all shareholders. Candidates 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 Corporate Governance and Nominating Committee has determined that the skills and experiences appearing in the table under “Item 1 – Directors and Nominees for Election as Directors” above are most important to our Company’s strategy and governance, and the Committee seeks candidates with these skill sets. We believe that our current practices are sufficient to provide for thoughtful and timely Board refreshment.

  51. CORPORATE GOVERNANCE GUIDELINES AND OTHER AVAILABLE INFORMATION

    | (1) Does not include 1,164,664 shares held by the Whirlpool 401(k) Trust (except for 13,759 shares held for the accounts of executive officers). Includes restricted stock units (RSU) and performance stock units (PSU) that become payable (assuming that PSUs pay out at target) within 60 days of February 1, 2024, before deferrals and tax liabilities. |

  52. CORPORATE GOVERNANCE GUIDELINES AND OTHER AVAILABLE INFORMATION

    | (4) May include RSUs and option shares which cannot be voted until vesting or exercise, as applicable. |

  53. CORPORATE GOVERNANCE GUIDELINES AND OTHER AVAILABLE INFORMATION

    | Non-employee Director Compensation Element | 2023 | 2024 | | Annual Cash Retainer | $150,000 | $150,000 | | Annual Stock Retainer | $150,000(1) | $150,000(1) | | Additional Annual Cash Retainer for Committee Chairs: | | | | Audit Committee | $25,000 | $25,000 | | Corporate Governance & Nominating Committee | $20,000 | $20,000 | | Finance Committee | $15,000 | $15,000 | | Human Resources Committee | $20,000 | $20,000 | | Additional Annual Cash Retainer for Presiding Director | $35,000 | $40,000 |

  54. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

  55. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | All Other Compensation (3) ($) | Total ($) | | Samuel R. Allen | 205,000 | 149,920 | 1,231 | 356,150 | | Greg Creed | 170,000 | 149,920 | 11,231 | 331,150 | | Gary T. DiCamillo (4) | 44,918 | — | 10,000 | 54,918 | | Diane M. Dietz | 150,000 | 149,920 | 14,198 | 314,117 | | Gerri T. Elliott | 150,000 | 149,920 | 5,335 | 305,254 | | Jennifer A. LaClair | 150,000 | 149,920 | 2,247 | 302,167 | | John D. Liu | 165,000 | 149,920 | 10,779 | 325,699 | | James M. Loree | 150,000 | 149,920 | 2,459 | 302,378 | | Harish Manwani | 150,000 | 149,920 | 1,231 | 301,150 | | Patricia K. Poppe | 150,000 | 149,920 | 22,549 | 322,469 | | Larry O. Spencer | 150,000 | 149,920 | 1,418 | 301,337 | | Michael D. White | 175,000 | 149,920 | 88,115 | 413,034 | | Rudy Wilson | 57,065 | — | 1,231 | 58,296 |

  56. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (1) Represents all retainer fees for Board, Committee Chair, or Presiding Director service, before deferrals. |

  57. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (2) Reflects value of shares, before deferrals, awarded in 2023. As of December 31, 2023, none of our non-employee directors were deemed to have outstanding stock awards because all stock awards vest immediately. |

  58. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (3) The table below presents an itemized account of 2023 non-employee director “All Other Compensation”. |

  59. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (4) Mr. DiCamillo retired from the Board on April 18, 2023. |

  60. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 26 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  61. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Life Insurance Premiums ($) | Charitable Program (a) ($) | Whirlpool Appliances and Other Benefits (b) ($) | Total ($) | | Samuel R. Allen | — | — | 1,231 | 1,231 | | Greg Creed | — | 10,000 | 1,231 | 11,231 | | Gary T. DiCamillo (c) | — | 10,000 | 0 | 10,000 | | Diane M. Dietz | — | — | 14,198 | 14,198 | | Gerri T. Elliott | — | — | 5,335 | 5,335 | | Jennifer A. LaClair | — | — | 2,247 | 2,247 | | John D. Liu | 9,288 | — | 1,491 | 10,779 | | James M. Loree | — | — | 2,459 | 2,459 | | Harish Manwani | — | — | 1,231 | 1,231 | | Patricia K. Poppe | — | — | 22,549 | 22,549 | | Larry O. Spencer | — | — | 1,418 | 1,418 | | Michael D. White | 44,496 | 42,388 | 1,231 | 88,115 | | Rudy Wilson | — | — | 1,231 | 1,231 |

  62. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (a) Reflects 2023 interest cost related to a charitable program eliminated by the Board, prospectively, as of January 1, 2008. Through 2007, each non-employee 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 the director’s death is $1.5 million. Mr. White is the only active director with a benefit under this program. Amounts also reflect matching contributions for director charitable contributions. |

  63. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (b) Includes the cost of Whirlpool products provided for personal use by directors. |

  64. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (c) Mr. DiCamillo retired from the Board on April 18, 2023. |

  65. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 27 |

  66. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    Compensation Discussion and Analysis In this section, we provide a detailed description of our executive compensation programs, including our pay-for-performance philosophy, the business strategy-driven program design, 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 2023.

  67. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | The discussion in this CD&A focuses on our CEO, CFO, and the three most highly compensated executive officers (the “NEOs”) for the year, who were: | | | • Marc R. Bitzer | Chairman and Chief Executive Officer | | • James W. Peters | Executive Vice President and Chief Financial Officer and President, Whirlpool Asia | | • Carey L. Martin | Executive Vice President and Chief Human Resources Officer | | • Gilles Morel | Executive Vice President and President, Whirlpool Europe, Middle East and Africa (EMEA) | | • Ava Harter* | Executive Vice President and Chief Legal Officer | | * On March 1, 2024, Ms. Harter’s position was re-scoped as a non-executive officer position as part of a global corporate reorganization | |

  68. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | i. Executive Summary |

  69. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

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

  70. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 28 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  71. 2023 COMPENSATION DECISIONS

    2023 COMPENSATION DECISIONS 2023 was a year with mixed results in a tough macro environment. We delivered a point of North America share gains and $500 million of net cost productivity; however, with higher than-expected commodity prices, we only realized the low end of the range of the expected raw material benefits. At the same time the promotional environment normalized, sooner than expected, to pre-pandemic levels. Ongoing EBIT and Free Cash Flow (FCF) results for 2023 were below target, which together with other factors led to an overall payout for our short-term incentive of 40% of target. Our 2021-2023 long-term incentive performance was mixed when compared to the goals set at the beginning of the three-year performance period. While Cumulative Ongoing EPS was above target for 2021-2023 performance period, Average Return on Invested Capital (ROIC) fell below the target goal, leading to a payout for our performance-based long-term incentive of 98% of target. Key compensation actions for 2023 are summarized in the table below:

  72. 2023 COMPENSATION DECISIONS

    | Pay Element | 2023 Result / Action | | Base Salary | 2023 salary increases for Named Executive Officers ranged from 0% to 3.1%. | | Short-term Incentive | 2023 Ongoing EBIT and Free Cash Flow results both fell short of target. Payout was determined to be 40% of target. See “Short-term Incentives” below for details. | | Long-term Incentive | 2021-2023 Cumulative Ongoing EPS exceeded target while 3-year Average ROIC fell below target. Payout was determined to be 98% of target. Payout for Mr. Peters’ special performance award granted in 2021 was determined to be 0% of target. See “Long-term Incentives” below for details. |

  73. PAY-FOR-PERFORMANCE PHILOSOPHY

    | • | Compensation should be incentive-driven with a focus on both short-term and long-term results; |

  74. PAY-FOR-PERFORMANCE PHILOSOPHY

    | • | Components of compensation should be linked to drivers of sustainable stockholder value over the long term; and |

  75. EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

    | What We Do | | What We Don’t Do | | | ✓ | Pay for performance | | Allow hedging or pledging of Whirlpool stock by executive officers or directors | | ✓ | Use an independent compensation consultant solely engaged to provide executive and director compensation services to Whirlpool | | Provide excise tax gross-ups | | ✓ | Cap short-term and long-term incentive award payouts at market-competitive levels | | Enter into employment contracts except as required by local law or prevailing local market practice | | ✓ | Maintain robust stock ownership guidelines for our executives (7x salary multiple for CEO) | | Pay dividends or dividend equivalents on grants of any Performance Stock Units (PSUs) or Restricted Stock Units (RSUs) prior to vesting | | ✓ | Subject all variable pay to a compensation recovery “claw-back” | | Reprice or reload stock options | | ✓ | Have “double-trigger” change-in-control agreements | | | | ✓ | Carefully manage risk in our compensation programs to protect against unintended outcomes | | | | ✓ | Hold annual “Say on Pay” votes | | | | ✓ | Maintain hedging restrictions for employees and directors, and pledging and margin trading restrictions for executives and directors | | | | ✓ | Provide market-competitive perquisites deemed necessary to attract and retain top talent | | |

  76. EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

    | • | External competitive market pay levels and practices; |

  77. COMPETITIVE MARKET COMPENSATION ANALYSIS

    COMPETITIVE MARKET COMPENSATION ANALYSIS While the Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based solely on market practices. Whirlpool performance and compensation levels relative to similar companies and other market-competitive data is just one of several factors the Committee considers in determining executive compensation. For 2023, 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 FW Cook, the Committee’s independent compensation consultant, and was the same as the comparator group used to evaluate executive compensation in 2022, except that Danaher Corporation was removed as the company no longer met the comparator group screening criteria described below. The companies in our comparator group meet multiple screening criteria, including revenue, income, assets, market capitalization, number of employees, lines of business, similarity to Whirlpool in global operations, 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.

  78. COMPETITIVE MARKET COMPENSATION ANALYSIS

    | 2023 Comparator Group | | | 3M Company Carrier Global Corporation Caterpillar Inc. Colgate-Palmolive Company Cummins, Inc. Deere & Company Eaton Corporation plc Emerson Electric Co. The Goodyear Tire & Rubber Company Honeywell International, Inc. | Illinois Tool Works, Inc. Johnson Controls International plc Kellogg Company Kimberly-Clark Corporation Lear Corporation Newell Brands, Inc. Parker Hannifin Corporation Stanley Black & Decker, Inc. Textron, Inc. Trane Technologies plc |

  79. COMPETITIVE MARKET COMPENSATION ANALYSIS

    | 32 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  80. COMPETITIVE MARKET COMPENSATION ANALYSIS

    In evaluating companies for inclusion in the peer frame, scale is primarily measured based on revenue because this metric best reflects the overall complexity of each organization’s operations. Based on information provided by FW Cook, the median statistics of our comparator group when the Committee determined NEO pay in February 2023 (dollar values in millions) were:

  81. COMPETITIVE MARKET COMPENSATION ANALYSIS

    | Measure | Median of Comparator Group | Whirlpool | | Revenue (Trailing 12 Months (“TTM”)) | $20,171 | $20,616 | | Net Income (TTM) | $1,849 | $383 | | Assets (Most Recent Quarter) | $25,437 | $17,511 | | Market Capitalization (December 31, 2022) | $41,331 | $7,707 | | Employees | 65,600 | 69,000 |

  82. COMPETITIVE MARKET COMPENSATION ANALYSIS

    Note: Based on data available from S&P Capital IQ as of February 1, 2023, as analyzed by FW Cook. In October 2023, based upon information and advice from FW Cook, the Committee removed Caterpillar Inc., Deere & Company, and Honeywell International, Inc., and added Masco Corporation, Fortune Brands Innovations, Inc. and Mohawk Industries, Inc. to the comparator group to be used to evaluate 2024 compensation decisions. Caterpillar, Inc., Deere & Company, and Honeywell International, Inc. were removed as the companies are no longer expected to meet peer group screening criteria following our EMEA divestiture while the Committee believes that Masco Corporation, Fortune Brands Innovations, Inc. and Mohawk Industries, Inc. are better aligned to our screening criteria. We supplement the publicly-disclosed compensation data from the comparator companies 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, similar organization size (revenue or employees) and other measures relevant to Whirlpool. We believe our compensation analyses provide valuable insight into prevailing market pay levels and leading practices in both compensation program design and governance.

  83. OVERVIEW OF 2023 EXECUTIVE COMPENSATION ELEMENTS

    | Element | Form | Characteristics/Purpose | 2023 Metrics | | Base Salary(1) | Cash | Fixed component based on responsibility, experience, and individual performance | N/A | | Short-term Incentives (“PEP”)(1) | Annual Performance Cash Award | Performance-based variable cash incentive to reward for achieving annual financial and individual performance goals | Ongoing (non-GAAP) EBIT – 50% FCF – 50% +/– 50% Modifier for Individual Performance Results (no Individual modifier for CEO) | | Long-term Incentives (“SEP”)(1) | PSUs | Motivate and reward employees for the achievement of Company financial and strategic performance over a preset three-year performance period beginning January 1, and promote retention | Cumulative Ongoing EPS – 50% ROIC – 50% | | | Stock Options | Provide incentive for long-term stock price appreciation and promote retention | Stock price appreciation |

  84. OVERVIEW OF 2023 EXECUTIVE COMPENSATION ELEMENTS

    | (1) Target is generally market median for similar positions in the comparator group and compensation survey data |

  85. Short-term Incentives

    Short-term Incentives Annual awards of variable cash incentives are paid under the terms of the Executive Performance Excellence Plan, which we commonly refer to as “PEP.” Consistent with our 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 results 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 that a significant portion of our NEOs’ short-term cash compensation is variable and directly tied to key performance results. In 2023, the Committee established short-term incentive target opportunities as a percentage of base salary for each NEO, taking into account competitive market data. Target award levels are generally set at the median of the comparator group. Target short-term incentive opportunities for 2023 were as follows:

  86. Short-term Incentives

    | NEO | 2023 Short-term Incentive Target Award | | | | | (as a % of Eligible Base Salary) | ($) | | | Marc R. Bitzer | 160% | | 2,104,000 | | James W. Peters | 115% | | 1,006,250 | | Carey L. Martin | 75% | | 510,000 | | Gilles Morel (1) | 100% | EUR | 720,000 | | Ava Harter | 75% | | 502,500 |

  87. Short-term Incentives

    | (1) Mr. Morel’s short-term incentive target is noted in his home currency, Euros. Converting into U.S. Dollars results in a target of $777,600, using 12-month average exchange rates for 2023. |

  88. Short-term Incentives

    The Committee determined each NEO’s actual payout by reference to a Company Performance Factor ranging from 0% to 200% and based on performance metrics aligned with our critical objectives for the year. In the event of significant individual accomplishments or shortfalls, the Committee may choose to apply an Individual Performance Factor of up to +/- 50% (or greater or less than this percentage in its discretion), but subject to a maximum overall award payout of 200% of target. Individual Performance Factors for each NEO are driven by results relative to individual objectives established for Business Results, Strategic/Project Impact, Organization and Talent (such as employee engagement), and My Leadership and Values (such as demonstration of Leadership Model behaviors). The Committee determined that the CEO’s annual incentive payout should be based entirely upon the quantitative financial results achieved by the Company, and the CEO’s qualitative individual performance achievements should be used to determine adjustments in target compensation, but not be used as a factor to adjust his annual incentive payout.

  89. Short-term Incentives

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 35 |

  90. Short-term Incentives

    The Company Performance Factor and Individual Performance Factor (except for our CEO) are essentially the same as our short-term incentive approach for substantially all global salaried employees, except that the maximum payout opportunity for each NEO is capped at 200% of target, while the maximum payout opportunity for our global salaried participants is 400% of target. Our 2023 approach is summarized in the illustration below:

  91. Short-term Incentives

    | * 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 before net earnings (loss) available to non-controlling interests, income tax expense (benefit), and interest expense; and it excludes the impact of M&A transactions and legacy EMEA legal matters. |

  92. Short-term Incentives

    | ** Free Cash Flow consists of GAAP cash provided by operating activities after capital expenditures. |

  93. Short-term Incentives

    Each NEO had responsibilities focused on the Global Corporate Enterprise in 2023. The Global Corporate Enterprise objectives for 2023 were Ongoing EBIT, weighted 50%, and Free Cash Flow, weighted 50%. These were the same metrics and same weightings as 2022, and are designed to reflect our balanced focus on optimizing cash flow in addition to improving earnings. We chose Ongoing EBIT and Free Cash Flow because they are key drivers of stockholder value that we use to communicate with the investment community and are closely tracked by our investors in measuring our financial performance. As we entered 2023, we expected a dynamic operating environment with softening global demand and a volatile macroeconomic environment. To establish the performance goals and payout levels, the Committee considered these factors, as well as historical performance – including record ongoing EBIT and Free Cash Flow in 2021 and falling short of expectations in 2022. In 2023 the Company’s operating and financial goals were consistent with external guidance provided to investors in January 2023. The goals and ranges established by the Committee and actual 2023 performance are summarized in the table below:

  94. Short-term Incentives

    | Performance Measure | Weighting | Threshold (0% payout) | Target (100% payout) | Maximum (200% payout) | 2023 Actual Result | Payout | | Ongoing EBIT | 50% | $900M | $1,450M | $1,850M | $1,191M | 49% | | Free Cash Flow | 50% | $220M | $820M | $1,220M | $366M | 24% |

  95. Short-term Incentives

    The Committee determined levels of achievement based on our financial results as follows:

  96. Short-term Incentives

    | • | Ongoing EBIT of $1,191 million was below the target goal of $1,450 million; and |

  97. Short-term Incentives

    | • | Free Cash Flow of $366 million was below the target goal of $820 million. |

  98. Short-term Incentives

    2023 was a year with mixed results in a challenging macroeconomic and geopolitical environment. As we entered the year, we expected North America share gains and $800 million to $900 million of cost reductions. We delivered a percentage point of North America share gains and $800 million of net cost productivity and raw material benefit.

  99. Short-term Incentives

    | 36 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  100. Short-term Incentives

    Despite these actions, our ongoing EBIT and free cash flow results fell short of the expectations we set at the beginning of the year as commodity prices were higher than expected and the promotional environment normalized, sooner than expected, to pre-pandemic levels. Based on performance results relative to the goals, the calculated Company Performance Factor was 36% of target. In making a final determination of the Company Performance Factor, the Committee considered the significant progress by the NEOs to advance the Company’s portfolio transformation in 2023, including the full integration of the InSinkErator business into our operations and preparations for the contribution of our European major domestic appliance business to a newly formed company with Arçelik A.Ş. In recognition of these strategic accomplishments, the Committee approved a modest increase in the Company Performance Factor from the calculated payout of 36% to a final payout of 40% of target, consistent with the global Company Performance Factor approved for the global broad-based salaried employee plan. 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 to assess the Individual Performance Factor (except for CEO). Refer to pages 40-41 for a description of individual performance factors considered for each NEO.

  101. Long-term Incentives

    Long-term Incentives The Committee approves annual grants of long-term incentives (LTI) to focus executives on 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 that Whirlpool requires to maximize stockholder value. These LTI awards, which we commonly refer to as Strategic Excellence Program awards, or “SEP,” were made under the stockholder-approved 2018 Omnibus Stock and Incentive Plan. The Committee, with the assistance of FW Cook, establishes the LTI target opportunity for each NEO after reviewing competitive market practices, the executive’s level of responsibility, individual performance, and ability to contribute to our long-term success. LTI awards typically consist of a combination of PSUs and stock options, with 70% of SEP award value for NEOs granted in the form of PSUs, and the remaining 30% granted in the form of stock options. This design delivers the entire LTI value as performance-based compensation, with 70% subject to the achievement of pre-established multi-year performance goals and the stock options delivering value only if our stock price appreciates from the date of grant.

  102. Equity Award Grant Practices

    Equity Award Grant Practices Generally, the Committee grants annual equity awards to employees, including NEOs, on a single date at its regularly scheduled meeting in February. This meeting occurs after we release earnings for the prior fiscal year, which permits material information regarding our performance for the prior fiscal year to be evaluated by investors and the public before equity-based grants are made. The actual number of stock units are awarded based on the closing stock price on the date of grant. A Black-Scholes valuation methodology is used to determine the actual number of stock options awarded. Performance Stock Units: PSUs are tied directly to our financial and strategic performance over a three-year performance period beginning each January 1. Each annual grant rewards the recipient for the achievement of specific long-term strategic goals designed to deliver long-term stockholder value. The performance measures and goals are established by the Committee based on our internal operating plan and expectations for the three-year performance period. These awards also promote executive retention since 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 period in approximately equal annual installments and are exercisable over a ten-year term, promoting a focus on long-term stock value creation, as well as executive retention derived from continued vesting requirements. Stock options granted by the Committee have a one-year minimum vesting period.

  103. Equity Award Grant Practices

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 37 |

  104. 2023 SEP Awards

    | Named Executive Officer | 2023 SEP Target Award (2) | | Percentage of 2023 SEP Target Award comprised by: | | | | (% of Salary) | ($) | PSUs | Stock Options | | Marc R. Bitzer | 837% | 11,000,000 | 70% | 30% | | James W. Peters | 360% | 3,150,000 | 70% | 30% | | Carey L. Martin | 250% | 1,700,000 | 70% | 30% | | Gilles Morel (1) | 175% | EUR 1,260,000 | 70% | 30% | | Ava Harter | 240% | 1,608,000 | 70% | 30% |

  105. 2023 SEP Awards

    | (2) Amounts reflect Target SEP Award. Grant value of SEP awards is dependent upon the number of PSUs and options granted and the grant date fair value of PSUs and stock options. Actual realizable value of award is dependent upon performance results relative to goals, our stock price at the end of the performance period, and our stock price when options are exercised. |

  106. 2023 SEP Awards

    For the 2023-2025 performance period, the measures approved by the Committee for the PSUs are Cumulative Ongoing (non-GAAP) EPS and three-year average ROIC, each equally weighted at 50%. These measures were chosen because they represent important indicators of Company growth, profitability, and capital efficiency, which are key drivers of sustainable stockholder value creation. These two measures, and the equal weighting of these measures, remained the same as those used for the 2022 grants of PSUs. The Committee established that performance results meeting target goals would result in a payout equal to 100% of the target award, while stronger performance would result in increased award levels up to a maximum payout of 200% of the respective target award. Performance below target goals would result in a payout of less than 100%, and potentially 0%. The Committee established the performance goals for the PSUs to encourage strong, focused performance. In establishing the goals, the Committee considered the economic and market conditions at the time of grant, the Company’s long-range goals and recent actual performance results, the expectations of investors for future performance, and other factors. The target goals were designed to be challenging but with a reasonable probability of achievement, while performance goals resulting in maximum payouts were designed to be aggressive, stretch goals.

  107. Performance-based Award Payouts for the 2021-2023 Performance Period

    Performance-based Award Payouts for the 2021-2023 Performance Period For PSUs granted in 2021 (with a 2021-2023 performance period), performance goals were Cumulative Ongoing EPS (50% weighting) and three-year average ROIC (50% weighting). The Committee established a payout range from 0% to 200% for performance relative to each of these measures. These metrics were selected because they represent important measures of profitability, growth, and capital efficiency, which are key drivers of sustainable stockholder value creation. The full extent of the impact of COVID-19, supply chain challenges, geopolitical conflicts, and raw material inflation on our financial results for the 2021-2023 performance period was not known at the time the goals were approved by the Committee. However, except for permitting adjustments established at the beginning of the performance period, the Committee has not made any adjustments to the performance goals for the performance period.

  108. Performance-based Award Payouts for the 2021-2023 Performance Period

    | 38 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  109. Performance-based Award Payouts for the 2021-2023 Performance Period

    | * For purposes of the Company Performance Factor, the Cumulative Ongoing EPS metric was based on GAAP EPS, excluding restructuring expenses, impairment of certain goodwill and brand intangible assets, unique impacts associated with various M&A transactions, the impact of a substantial liquidation of an offshore subsidiary, reserve release associated with a unique product recall event, legacy EMEA legal matter charges, normalized tax rate adjustments, and share adjustments. For additional insights into the company’s non-GAAP measures, please reference the non-GAAP financial measures section of our annual 10-K filings, and please see Annex A to this proxy statement for certain non-GAAP measures noted elsewhere in this proxy statement. We define ROIC as ongoing EBIT (with the same exclusions as Cumulative Ongoing EPS) after taxes divided by total invested capital, defined as total assets minus non-interest bearing current liabilities (NIBCLs). NIBCLs is defined as current liabilities less current maturities of long-term debt and notes payable. For the 2022 year of the 2021-2023 period, total assets excludes goodwill and intangible assets associated with the acquisition of InSinkErator, which closed in October 2022. The ROIC calculation utilizes a constant 24% tax rate each year for consistency across the three-year period. |

  110. Performance-based Award Payouts for the 2021-2023 Performance Period

    The goals and ranges established by the Committee and actual 2021-2023 performance are summarized in the table below:

  111. Performance-based Award Payouts for the 2021-2023 Performance Period

    | | | Performance Goals (Payout % Target) | | | | | | Performance Measure | Weighting | Threshold (0%) | Target (100%) | Maximum (200%) | 2021-2023 Actual | Payout | | Cumulative Ongoing EPS (1) | 50% | $48.00 | $60.00 | $69.00 | $62.39 | 120% | | 3-year Average ROIC (2) | 50% | 9.5% | 11.5% | 13.5% | 11.03% | 77% |

  112. Performance-based Award Payouts for the 2021-2023 Performance Period

    | (1) Ongoing EPS for the 2021, 2022, and 2023 fiscal years were $26.59, $19.64, and $16.16, respectively. No discretionary adjustments were made. |

  113. Performance-based Award Payouts for the 2021-2023 Performance Period

    | (2) ROIC for 2021, 2022, and 2023 was 15.0%,10.0%, and 8.1% respectively, resulting in a three-year average of 11.03% for the period. When setting financial goals and evaluating actual results, the Committee determined that the target financial objectives would exclude certain items which were not considered when establishing performance goals. |

  114. Performance-based Award Payouts for the 2021-2023 Performance Period

    Over the three-year performance period, Whirlpool delivered every year above $15 ongoing EPS, a threshold which we passed for the first time in our history in 2018. We took decisive actions to overcome significant challenges, including those associated with COVID-19 and supply chain disruptions. We successfully implemented cost-based price increases and global fixed cost reduction initiatives to overcome significant raw material, supply chain and currency headwinds. Additionally, we took a number of strategic actions to focus our business portfolio, including the divestiture of our majority interest in Whirlpool China, sale of our businesses in Russia and Turkey, acquisition of InSinkErator, the exit of under-performing businesses in certain countries, and a strategic review of our business in EMEA, which resulted in our entry into an agreement to contribute our major domestic appliance business in Europe to a newly formed company with Arçelik A.Ş.

  115. Performance-based Award Payouts for the 2021-2023 Performance Period

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 39 |

  116. Performance-based Award Payouts for the 2021-2023 Performance Period

    The calculated payout based on actual results relative to the pre-established goals was 98%. The Committee determined not to make any discretionary adjustment for any external factors and approved a payout of 98% of target.

  117. One-time Recognition Awards

    One-time Recognition Awards The Committee periodically grants additional “off-cycle” equity awards to key employees, including NEOs, in connection with promotions, recruitment and retention efforts, succession planning, or significant accomplishments or achievements. No off-cycle equity awards were granted to NEOs in 2023.

  118. Performance Assessment and Resulting Awards

    | Compensation Element | Value | Rationale | | Salary | $1,315,000 | Mr. Bitzer received no increase in his salary for 2023. | | Short-term incentive | $841,600 40% Company Performance Factor | Mr. Bitzer served as Whirlpool Corporation’s Chairman of the Board and CEO during 2023. His 2023 achievements included: • Led Whirlpool through significant business challenges and an increasingly competitive environment around the globe while continuing to advance our portfolio transformation; • Led the company to achieve approximately $800 million of cost takeout; • Led continued progress on ESG initiatives, including our largest year-over-year GHG emission reduction to date of 25%, and compliance initiatives including our Global Integrity Quarter; • Continued to build a robust talent pipeline and prepare leaders of the future with a focus on “future generation Executive Committee” talent; • Continued to optimize our overall business portfolio with an agreement to contribute our European major appliance business to a newly formed company with Arçelik A.Ş. Using a Company Performance Factor of 40%, the Committee determined that Mr. Bitzer’s resulting 2023 short-term incentive award was $841,600. | | Long-term incentive | $10,017,499 | Represents the grant date fair value of the target award, with 30% of the target value delivered in stock options and 70% delivered in PSUs, with a 2023-2025 performance period. |

  119. Other Named Executive Officers

    | James W. Peters, Executive Vice President and Chief Financial Officer and President, Whirlpool Asia | | Mr. Peters is responsible for developing and implementing financial and accounting plans and maintaining positive relationships with investors, financial institutions, and regulators, as well as overall responsibility for Strategy/M&A and the Asia region. His 2023 achievements included: • Continued optimization of our business portfolio through full integration of InSinkErator, signing of contribution agreement for our EMEA business and resegmentation of operating segments to now include the small domestic appliance business; • Played a key role in teaching our leadership immersion program to senior leaders of the Company; and • Paid down $500 million on term loan, while continuing a strong record of dividend payments to shareholders ($384 million). Using a Company Performance Factor of 40%, the Committee determined that Mr. Peters’ resulting short-term incentive award for 2023 performance was $402,500. | | Carey L. Martin, Executive Vice President and Chief Human Resources Officer | | Ms. Martin leads our global Human Resources organization. Her 2023 achievements included: • Significant progress in improving the overall pipeline of talent across Whirlpool as well as robust succession plans to the Executive Committee; • Supported preparations for the pending EMEA divestiture to ensure a seamless transition of employees; and • Continued focus on creating best in class leadership training and delivering to over 600 people leaders globally. Using a Company Performance Factor of 40%, the Committee determined that Ms. Martin’s resulting short-term incentive award for 2023 performance was $204,000. | | Gilles Morel, Executive Vice President and President, Whirlpool Europe, Middle East and Africa (EMEA) | | Mr. Morel leads our operations in EMEA. His 2023 achievements included: • Delivered positive EMEA business results in a challenging external environment; • Supported progress towards the divestiture of EMEA business; and • Provided exceptional leadership of the EMEA region during a challenging time. Using a Company Performance Factor of 40%, and an Individual Performance Factor of 150%, the Committee determined that Mr. Morel’s resulting short-term incentive award for 2023 performance was EUR 432,000 ($466,560) using 12-month average exchange rates for 2023. | | Ava Harter, Executive Vice President and Chief Legal Officer | | Ms. Harter leads our global legal organization. Her 2023 achievements included: • Drove legal strategy and oversight for portfolio transformation especially in the areas of compliance, intellectual property, regulatory, governance, and corporate matters; • Provided critical oversight and resolution of key disputes including various EMEA legacy legal matters; and • Effectively navigated the constantly-changing regulatory environment and drove compliance initiatives and training in line with the Company’s Integrity values. Using a Company Performance Factor of 40%, the Committee determined that Ms. Harter’s resulting short-term incentive award for 2023 performance was $201,000. |

  120. POST-EMPLOYMENT PROVISIONS

    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, which 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 strategic 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

  121. POST-EMPLOYMENT PROVISIONS

    our change-in-control severance program with current best practices in this area by 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 cause or by the executive for good reason. The agreements do not provide “golden parachute” excise tax gross-ups.

  122. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Reviews Company performance and individual executive performance for the prior year and approves payouts under our short-term incentive plan for all Executive Committee members, including our CEO and other NEOs. |

  123. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Reviews performance results for the prior performance period and approves payouts for our long-term incentive plan. |

  124. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Establishes the performance measures, performance goals, and payout levels for awards under our short-term and long-term incentive plans for the upcoming performance periods. |

  125. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Reviews and approves the Comparator Group used to understand competitive market practices. |

  126. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Reviews management’s recommendations regarding hiring, promotion, retention, severance, and compensation for individual executives. |

  127. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT The Committee engages an independent compensation consultant to advise on our 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 executive compensation, and to approve the compensation consultant’s fees and terms of engagement. The Committee continued to retain FW Cook in 2023 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 2023 other than those requested by the Committee related to executive compensation and compensation for our Board of Directors. In 2023, FW Cook assisted with and advised the Committee on a variety of ongoing items, including review of materials prepared by management in advance of Committee meetings; review of public disclosures (including this CD&A and the accompanying tables and footnotes); review of the Comparator Group, CEO compensation analysis and advice to the Committee on typical market practices; and, in relation to the Comparator Group, emerging trends and best practices.

  128. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    | 44 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  129. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    In evaluating the independence of FW Cook, 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, our executive officers, or our Board of Directors.

  130. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table presents compensation information for our NEOs during fiscal years 2023, 2022 and 2021. 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 Option Awards columns reflect the grant date fair value of the awards at the grant 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 pre-established incentive award criteria, the stock price on award distribution dates, and, in the case of stock options, differences between the stock price on the grant date 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 external factors.

  131. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Marc R. Bitzer Chairman and Chief Executive Officer | 2023 | 1,315,000 | — | 6,717,530 | 3,299,969 | 841,600 | 990,731 | 339,971 | 13,504,801 | | | 2022 | 1,315,000 | — | 7,076,393 | 3,299,960 | — | — | 248,680 | 11,940,033 | | | 2021 | 1,315,000 | — | 6,801,705 | 3,149,966 | 4,208,000 | 3,070,010 | 207,220 | 18,751,901 | | James W. Peters Executive Vice President and Chief Financial Officer and President, Whirlpool Asia | 2023 2022 | 870,833 841,667 | — — | 1,923,559 1,968,546 | 944,983 917,967 | 402,500 — | 475,213 — | 136,882 139,965 | 4,753,970 3,868,145 | | | 2021 | 786,667 | — | 3,663,951 | 839,984 | 1,600,000 | 1,340,990 | 100,228 | 8,331,820 | | Carey L. Martin Executive Vice President and Chief Human Resources Officer | 2023 | 676,667 | — | 1,038,059 | 509,967 | 204,000 | 142,736 | 57,034 | 2,628,463 | | Gilles Morel Executive Vice President and President, EMEA(1) | 2023 | 774,277 | — | 810,106 | 397,992 | 466,560 | — | 86,922 | 2,535,857 | | | 2022 | 732,983 | — | 890,851 | 415,445 | — | — | 128,193 | 2,167,472 | | | 2021 | 793,420 | — | 927,875 | 429,693 | 1,557,237 | — | 152,069 | 3,860,294 | | Ava Harter Executive Vice President and Chief Legal Officer | 2023 | 666,667 | — | 981,893 | 482,367 | 201,000 | 57,869 | 39,842 | 2,429,638 |

  132. 2023 SUMMARY COMPENSATION TABLE

    | (1) Compensation amounts for Mr. Morel paid in Euros have been converted to U.S. Dollars using a monthly average currency conversion rate for the applicable year. |

  133. 2023 SUMMARY COMPENSATION TABLE

    | 46 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  134. 2023 SUMMARY COMPENSATION TABLE

    | (2) Reflects grant date fair value of target PSUs, which represents the probable attainment level of these awards at the time of grant. 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. The annual grant of PSUs has a potential payout ranging from 0% to 200% of the target amount. The grant date fair values of the maximum possible payout with respect to the 2023 PSU awards are as follows: |

  135. 2023 SUMMARY COMPENSATION TABLE

    | Name | 2023 ($) | | Marc R. Bitzer | 13,435,059 | | James W. Peters | 3,847,118 | | Carey L. Martin | 2,076,118 | | Gilles Morel | 1,620,212 | | Ava Harter | 1,963,786 |

  136. 2023 SUMMARY COMPENSATION TABLE

    For the actual number of PSUs earned for the 2021-2023 performance period as well as target awards for the 2022-2024 and 2023-2025 performance periods, see the “2023 Outstanding Equity Awards at Fiscal Year-End” table.

  137. 2023 SUMMARY COMPENSATION TABLE

    | (3) Reflects the grant date fair value of stock option awards. 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. |

  138. 2023 SUMMARY COMPENSATION TABLE

    | (4) Represents the cash incentive awards earned in 2023 under our short-term incentive program, including the following amounts above the calculated Company Performance Factor payout (see page 37): Mr. Bitzer, $84,160; Mr. Peters, $40,250; Ms. Martin, $20,400; Ms. Harter, $20,100; and Mr. Morel, $46,656. |

  139. 2023 SUMMARY COMPENSATION TABLE

    | (5) Reflects the change in actuarial present value of these benefits from December 31, 2022 to December 31, 2023. See the “2023 Pension Benefits” table for the actuarial present value of these benefits. |

  140. 2023 SUMMARY COMPENSATION TABLE

    | (6) The following table presents an itemized account of the amounts shown in the “All Other Compensation” column for each NEO in 2023: |

  141. 2023 SUMMARY COMPENSATION TABLE

    | Name | Personal Use of Whirlpool Aircraft (a) ($) | Other Perquisites (b) ($) | Defined Contribution Plan Contributions (c) ($) | Transportation Allowance (d) ($) | Insurance Premiums (e) ($) | Total ($) | | Marc R. Bitzer | 243,942 | 11,550 | 84,479 | — | — | 339,971 | | James W. Peters | 53,257 | 24,796 | 58,829 | — | — | 136,882 | | Carey L. Martin | — | 10,134 | 46,900 | — | — | 57,034 | | Gilles Morel | — | — | 57,319 | 12,230 | 17,373 | 86,922 | | Ava Harter | — | 6,692 | 33,150 | — | — | 39,842 |

  142. 2023 SUMMARY COMPENSATION TABLE

    | (a) Our reported 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 the actual average cost of fuel and industry standard rates for aircraft maintenance, landing and ramp fees, crew expenses, and supplies or catering. On certain occasions, a spouse, family member, or guest 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. The amount shown in the table for Mr. Bitzer includes $60,698 in costs associated with attendance at outside Board meetings. |

  143. 2023 SUMMARY COMPENSATION TABLE

    | (b) Includes the incremental cost to Whirlpool of: Whirlpool products offered at discounted prices; personal use of property that we own or lease primarily for business purposes; comprehensive health evaluations. |

  144. 2023 SUMMARY COMPENSATION TABLE

    | (c) Represents Company contributions to the 401(k) Retirement Plan and the 401(k) Restoration Plan for Messrs. Bitzer and Peters, and Mses. Martin and Harter. For Mr. Morel this amount represents Company contributions to the mandatory pension scheme in Italy. |

  145. 2023 SUMMARY COMPENSATION TABLE

    | (d) For Mr. Morel, this amount includes the cost of the Company-provided car lease and fuel, consistent with typical market practices for executives in Italy. |

  146. 2023 SUMMARY COMPENSATION TABLE

    | (e) Represents Company payments to provide life, health, and accident insurance programs to Mr. Morel, consistent with those programs customarily provided to executive-level employees of companies in Italy. |

  147. 2023 SUMMARY COMPENSATION TABLE

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 47 |

  148. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table provides additional information about plan-based compensation disclosed in the 2023 Summary Compensation Table. In February 2023, we granted short-term cash incentives to our NEOs under PEP, and long-term incentives consisting of PSUs and non-qualified stock options under the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan. Information regarding the treatment of these awards upon a qualifying termination, including following a change in control, is set forth below and under the “2023 Potential Post-Termination Payments” section later in the proxy statement. The Committee established both target and maximum award levels of PSUs with actual awards to be determined based on the achievement of specified performance objectives over a three-year performance period (2023-2025). Upon completion of the performance period, the Committee will approve award amounts in February 2026, determining the number of PSUs earned based on the level of achievement of the performance objectives. These PSU awards are scheduled to vest on March 1, 2026. 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 by Whirlpool on the vesting date in order to earn the PSU awards. However, a retirement-eligible NEO who retires during the performance period may receive a prorated portion of the PSU award, once the final award amount is determined by the Committee after the end of the performance period. With respect to PSU awards, if an NEO 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 number of months of service completed over the three-year performance period. 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 NEO 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 vested options may not be exercised earlier than the first anniversary of grant. 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.

  149. 2023 GRANTS OF PLAN-BASED AWARDS

    | 48 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  150. 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Price of Underlying Options (#) | Exercise or Base Stock and Option Awards ($/Sh) | Grant Date Fair Value of Option Awards (1) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Marc R. Bitzer | | | | | | | | | | | | | PEP (2) | — | 0 | 2,104,000 | 4,208,000 | — | — | — | — | — | — | — | | PSUs (3) | 2/20/2023 | — | — | — | 0 | 53,103 | 106,206 | — | — | — | 6,717,530 | | Stock Options (4) | 2/20/2023 | — | — | — | — | — | — | — | 87,882 | 145.00 | 3,299,969 | | James W. Peters | | | | | | | | | | | | | PEP (2) | — | 0 | 1,006,250 | 2,012,500 | — | — | — | — | — | — | — | | PSUs (3) | 2/20/2023 | — | — | — | 0 | 15,206 | 30,412 | — | — | — | 1,923,559 | | Stock Options (4) | 2/20/2023 | — | — | — | — | — | — | — | 25,166 | 145.00 | 944,983 | | Carey L. Martin | | | | | | | | | | | | | PEP (2) | — | 0 | 510,000 | 1,020,000 | — | — | — | — | — | — | — | | PSUs (3) | 2/20/2023 | — | — | — | 0 | 8,206 | 16,412 | — | — | — | 1,038,059 | | Stock Options (4) | 2/20/2023 | — | — | — | — | — | — | — | 13,581 | 145.00 | 509,967 | | Gilles Morel | | | | | | | | | | | | | PEP (2) | — | 0 | 777,600 | 1,555,200 | — | — | — | — | — | — | — | | PSUs (3) | 2/20/2023 | — | — | — | 0 | 6,404 | 12,808 | — | — | — | 810,106 | | Stock Options (4) | 2/20/2023 | — | — | — | — | — | — | — | 10,599 | 145.00 | 397,992 | | Ava Harter | | | | | | | | | | | | | PEP (2) | — | 0 | 502,500 | 1,005,000 | — | — | — | — | — | — | — | | PSUs (3) | 2/20/2023 | — | — | — | 0 | 7,762 | 15,524 | — | — | — | 981,893 | | Stock Options (4) | 2/20/2023 | — | — | — | — | — | — | — | 12,846 | 145.00 | 482,367 |

  151. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Represents the grant date fair value for the equity awards reported in this table. For the PSUs for each NEO, the amount represents the grant date fair value at the award date based upon the probable outcome of the performance conditions. See our “Share-Based Incentive Plans” Note to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K for a discussion of the relevant assumptions used to account for these awards. |

  152. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) Represents threshold, target and maximum potential payouts of short-term incentive awards for 2023 under PEP. See the column captioned “Non-Equity Incentive Plan Compensation” in the 2023 Summary Compensation Table for the actual payout amounts for 2023. |

  153. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) Represents PSU grants made in 2023 for the 2023-2025 performance period. Final award determination will be made in February 2026 by the Committee based on actual performance during the performance period. The awards will vest on March 1, 2026, subject to the NEO’s continued employment through the vesting date or as otherwise provided for in the underlying award agreement. |

  154. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) These stock options were granted as part of the Whirlpool long-term incentive program and vest over a three-year term in substantially equal annual installments on March 1 of each year, subject to the NEO’s continued employment through the applicable vesting date or as otherwise provided for in the underlying award agreement. |

  155. 2023 GRANTS OF PLAN-BASED AWARDS

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 49 |

  156. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The table below lists outstanding equity grants for each NEO as of December 31, 2023. The table includes outstanding equity grants from past years, as well as 2023.

  157. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | | | OPTION AWARDS | | | | | STOCK AWARDS | | | | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Marc R. Bitzer | | | | | | | | | | | Stock Options | | | | | | | | | | | 2015 | 22,345 | — | | 213.23 | 2/16/2025 | | | | | | 2017 | 47,694 | — | | 177.19 | 2/20/2027 | | | | | | 2018 | 3,707 | — | | 172.70 | 2/19/2028 | | | | | | 2019 | 32,400 | — | | 139.36 | 2/18/2029 | | | | | | 2020 | 68,396 | — | | 152.16 | 2/17/2030 | | | | | | 2021 | 40,045 | 20,023 | | 199.93 | 2/15/2031 | | | | | | 2022 | 20,692 | 41,384 | | 196.62 | 2/14/2032 | | | | | | 2023 | — | 87,882 | | 145.00 | 2/20/2033 | | | | | | PSUs | | | | | | | | | | | 2021 | | | | | | 36,026(3) | 4,386,886 | | | | 2022 | | | | | | | | 39,161(4) | 4,768,635 | | 2023 | | | | | | | | 53,103(5) | 6,466,352 | | RSUs | | | | | | 23,745(6) | 2,891,485 | | | | James W. Peters | | | | | | | | | | | Stock Options | | | | | | | | | | | 2015 | 1,536 | — | | 213.23 | 2/16/2025 | | | | | | 2017 | 17,033 | — | | 177.19 | 2/20/2027 | | | | | | 2019 | 7,296 | — | | 139.36 | 2/18/2029 | | | | | | 2020 | 17,064 | — | | 152.16 | 2/17/2030 | | | | | | 2021 | 10,679 | 5,339 | | 199.93 | 2/15/2031 | | | | | | 2022 | 5,756 | 11,512 | | 196.62 | 2/14/2032 | | | | | | 2023 | — | 25,166 | | 145.00 | 2/20/2033 | | | | | | PSUs | | | | | | | | | | | 2021 | | | | | | 0(7) | 0 | | | | 2021 | | | | | | 9,606(3) | 1,169,723 | | | | 2022 | | | | | | | | 10,894(4) | 1,326,562 | | 2023 | | | | | | | | 15,206(5) | 1,851,635 |

  158. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 50 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  159. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | | | OPTION AWARDS | | | | | STOCK AWARDS | | | | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Carey L. Martin | | | | | | | | | | | Stock Options | | | | | | | | | | | 2015 | 786 | — | | 213.23 | 2/16/2025 | | | | | | 2019 | 7,510 | — | | 139.36 | 2/18/2029 | | | | | | 2020 | 12,799 | — | | 152.16 | 2/17/2030 | | | | | | 2021 | 5,526 | 2,763 | | 199.93 | 2/15/2031 | | | | | | 2022 | 2,855 | 5,711 | | 196.62 | 2/14/2032 | | | | | | 2023 | — | 13,581 | | 145.00 | 2/20/2033 | | | | | | PSUs | | | | | | | | | | | 2021 | | | | | | 4,971(3) | 605,319 | | | | 2022 | | | | | | | | 5,404(4) | 658,045 | | 2023 | | | | | | | | 8,206(5) | 999,245 | | RSUs | | | | | | | | 12,000(8) | 1,461,240 | | Gilles Morel | | | | | | | | | | | Stock Options | | | | | | | | | | | 2019 | 2,103 | — | | 134.47 | 04/01/2029 | | | | | | 2020 | 5,962 | — | | 152.16 | 2/17/2030 | | | | | | 2021 | 5,463 | 2,731 | | 199.93 | 2/15/2031 | | | | | | 2022 | 2,605 | 5,210 | | 196.62 | 2/14/2032 | | | | | | 2023 | — | 10,599 | | 145.00 | 2/20/2033 | | | | | | PSUs | | | | | | | | | | | 2021 | | | | | | 4,914(3) | 598,378 | | | | 2022 | | | | | | | | 4,930(4) | 600,326 | | 2023 | | | | | | | | 6,404(5) | 779,815 | | Ava Harter | | | | | | | | | | | Stock Options | | | | | | | | | | | 2021 | 4,767 | 2,384 | | 199.93 | 2/15/2031 | | | | | | 2022 | 2,445 | 4,891 | | 196.62 | 2/14/2032 | | | | | | 2023 | — | 12,846 | | 145.00 | 2/20/2033 | | | | | | PSUs | | | | | | | | | | | 2021 | | | | | | 4,288(3) | 522,150 | | | | 2022 | | | | | | | | 4,628(4) | 563,552 | | 2023 | | | | | | | | 7,762(5) | 945,179 | | RSUs | | | | | | | | 17,000(9) | 2,070,090 |

  160. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) These awards represent grants from 2021, 2022, and 2023. As of the last day of our 2023 fiscal year, (i) the awards granted in 2021 have one vesting date remaining: March 1, 2024; (ii) the awards granted in 2022 have two vesting dates remaining: March 1, 2024 and March 1, 2025, and (iii) the awards granted in 2023 have three vesting dates remaining: March 1, 2024, March 1, 2025, and March 1, 2026. |

  161. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 51 |

  162. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Represents unvested RSUs or PSUs multiplied by the closing price of our common stock ($121.77) on December 29, 2023, the last trading day of the year. The ultimate value of the awards will depend on the value of our common stock on the actual vesting date, and in the case of PSUs, the extent to which the performance objectives are achieved. |

  163. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Represents earned but unvested PSUs granted in 2021 with a performance period from 2021-2023. Share amounts were determined on February 19, 2024, and vested on March 1, 2024. The value of the PSU awards vesting on March 1, 2024 are as follows: Mr. Bitzer, $3,868,832; Mr. Peters, $1,031,588; Ms. Martin, $527,714; Mr. Morel, $533,836; and Ms. Harter, $460,488. |

  164. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Represents PSUs granted in 2022, with a performance period of 2022-2024, reported at the target level of performance. Final award determination will be made after the completion of the performance period. |

  165. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Represents PSUs granted in 2023, with a performance period of 2023-2025, reported at the target level of performance. Final award determination will be made after the completion of the performance period. |

  166. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) For Mr. Bitzer, represents RSUs that will vest and be distributed in shares of common stock upon a qualified retirement. Units vesting upon retirement are credited with dividend equivalents until distribution. |

  167. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) For Mr. Peters, represents PSUs that will not vest due to the performance measure of a cumulative ongoing EBIT goal for the 2021-2023 performance period not being met. |

  168. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) For Ms. Martin, represents RSUs that will vest and be distributed in shares of common stock according to the following schedule: 3,500 vest on December 15, 2024; 5,000 vest on August 1, 2026 and 3,500 vest on December 15, 2026. |

  169. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) For Ms. Harter, represents RSUs that will vest and be distributed in shares of common stock according to the following schedule: 3,500 vest on December 15, 2024; 10,000 vest on February 15, 2025; and 3,500 vest on December 15, 2026. |

  170. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 52 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  171. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The table below summarizes the value received from option exercises in 2023, and the value of PSUs and RSUs that vested in 2023.

  172. 2023 OPTION EXERCISES AND STOCK VESTED

    | Name | OPTION AWARDS | | STOCK AWARDS | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | | Marc R. Bitzer | — | — | 91,998 | 12,564,167 | | James W. Peters | — | — | 22,954 | 3,134,828 | | Carey L. Martin | — | — | 16,476 | 2,283,677 | | Gilles Morel | — | — | 8,020 | 1,166,028 | | Ava Harter | — | — | 5,000 | 739,200 |

  173. 2023 OPTION EXERCISES AND STOCK VESTED

    | (1) Reflects gross number of shares (before reduction for tax withholding) received upon the vesting of PSU and RSU awards as shown in the table below. |

  174. 2023 OPTION EXERCISES AND STOCK VESTED

    | (2) The dollar value realized represents the pre-tax value received by each NEO upon the vesting of the PSU and RSU awards. The value realized is based on the closing stock price of Whirlpool stock on the NYSE on the vesting date. |

  175. 2023 OPTION EXERCISES AND STOCK VESTED

    | | Payout of 2020-2022 PSU Awards | RSU Awards | Total Shares Vested | | Marc R. Bitzer | 91,998 | — | 91,998 | | James W. Peters | 22,954 | — | 22,954 | | Carey L. Martin | 11,476 | 5,000 | 16,476 | | Gilles Morel | 8,020 | — | 8,020 | | Ava Harter | — | 5,000 | 5,000 |

  176. 2023 OPTION EXERCISES AND STOCK VESTED

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 53 |

  177. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS

  178. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    2023 NON-QUALIFIED DEFERRED COMPENSATION The following table provides information about the non-qualified defined contribution deferred compensation plans in which our U.S.-based NEOs participate. Our U.S.-based NEOs participate in the Whirlpool Corporation Executive Deferred Savings Plan II (EDSP II). EDSP II became effective January 1, 2005, to comply with the requirements of Section 409A of the Internal Revenue Code. EDSP II includes two components: the traditional component (EDSP II) and the added component (the Whirlpool Executive Restoration Plan or the 401(k) Restoration Plan). The traditional EDSP II is designed to provide executives with pre-tax deferral opportunities beyond those offered by the Whirlpool 401(k) Retirement Plan and the 401(k) Restoration Plan. Eligible executives may elect to contribute up to 75% of their short-term incentive payouts and long-term cash and RSU incentives under this component. For our NEOs, the 401(k) Restoration Plan allows base salary as the only form of compensation eligible for deferral under the plan.

  179. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 55 |

  180. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    Once an executive’s salary reaches the IRS income limit, deferrals – and Company contributions – to the 401(k) Retirement Plan will be suspended (if not previously limited by the IRS deferral limit), and future deferrals and Company contributions will be directed to the 401(k) Restoration Plan. A participant in EDSP II generally may select among the following post-termination distribution options: a lump sum payable seven months following termination; a lump sum payable in April following the first anniversary of termination; or in ten annual installments commencing seven months following termination. EDSP II (including both the traditional component and the 401(k) Restoration Plan component) is an unfunded non-qualified plan that is secured by our general assets. Amounts deferred are credited to record-keeping accounts for participants and the record-keeping balances are credited with earnings and losses measured by investments generally similar to those selected by executives and available in the Whirlpool 401(k) Retirement Plan. Participants may not make withdrawals during their employment, except in the event of hardship, as approved by the Committee.

  181. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (4) ($) | | Marc R. Bitzer | | | | | | | EDSP II | — | — | — | — | — | | 401(k) Restoration | 43,833 | 61,367 | 220,331 | — | 1,867,939 | | Total | 43,833 | 61,367 | 220,331 | — | 1,867,939 | | James W. Peters | | | | | | | EDSP II | — | — | (59,116) | — | 618,805 | | 401(k) Restoration | 25,521 | 35,729 | 53,414 | — | 438,665 | | Total | 25,521 | 35,729 | (5,702) | — | 1,057,470 | | Carey L. Martin | | | | | | | EDSP II | 1,147,734 | — | (176,920) | — | 2,129,837 | | 401(k) Restoration | 17,000 | 23,800 | 68,042 | — | 502,191 | | Total | 1,164,734 | 23,800 | (108,878) | — | 2,632,028 | | Ava Harter | | | | | | | EDSP II | — | — | — | — | — | | 401(k) Restoration | — | 10,050 | 22,164 | — | 157,257 | | Total | — | 10,050 | 22,164 | — | 157,257 |

  182. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | (1) The amount of the contributions made by each NEO, as reported above, is also included in each NEO’s compensation reported under the 2023 Summary Compensation Table, either as “Salary,” “Non-Equity Incentive Plan Compensation,” or “Stock Awards.” |

  183. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | (2) Represents the amount of the contributions made by Whirlpool to each NEO under the 401(k) Restoration Plan. These amounts are also reflected in the “All Other Compensation” column of the 2023 Summary Compensation Table. |

  184. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | (3) The aggregate earnings (and losses) are not reported in the 2023 Summary Compensation Table as they do not represent above market or preferential earnings. |

  185. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | (4) The aggregate balance at December 31, 2023, as reported in this column, reflects amounts that are either currently reported, were previously reported, or would have been reported if the NEO was an NEO in the applicable reporting year as compensation in the Summary Compensation Table for 2023 or prior years, except for the aggregate earnings on deferred compensation. |

  186. Change in Control

    | PAY RATIO DISCLOSURE |

  187. IDENTIFICATION OF MEDIAN EMPLOYEE AND CALCULATION OF COMPENSATION

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on (4 ) : | | | | | | Year (1) | Summary Compensation Table Total for PEO (2 ) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (3) | Whirlpool TSR | Index TSR (5) | GAAP Net Income ($M) | Ongoing EBIT ($M) (6) | Free Cash Flow ($M) (6) | | 2023 | 13,504,801 | 1,116,310 | 3,086,982 | 640,170 | 96 | 182 | 481 | 1,191 | 366 | | 2022 | 11,940,033 | (19,255,228) | 3,263,242 | (2,889,294) | 106 | 117 | (1,519) | 1,360 | 820 | | 2021 | 18,751,901 | 42,472,540 | 5,542,092 | 9,718,714 | 169 | 159 | 1,783 | 2,379 | 1,651 | | 2020 | 17,051,409 | 27,814,626 | 4,741,027 | 6,454,001 | 126 | 118 | 1,075 | 1,768 | 1,246 |

  188. IDENTIFICATION OF MEDIAN EMPLOYEE AND CALCULATION OF COMPENSATION

    | (3) To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Bitzer and for the average of the other NEOs is set forth following the footnotes to this table. |

  189. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

  190. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | Year | Summary Compensation Table Total (1) | (Minus) Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($) (2 ) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($) (3 ) | (Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($) (4) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) (5) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) (6 ) | Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (7 ) | Plus/ (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) (8) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (9) | Equals Compensation Actually Paid ($) | | Marc Bitzer | | | | | | | | | | | | 2023 | 13,504,801 | (990,731) | 497,384 | (10,017,499) | 8,812,913 | (10,041,115) | 0 | (649,443) | 0 | 1,116,310 | | 2022 | 11,940,033 | 0 | 617,053 | (10,376,353) | 7,139,678 | (23,361,198) | 0 | (5,214,441) | 0 | (19,255,228) | | 2021 | 18,751,901 | (3,070,010) | 557,425 | (9,951,671) | 13,101,263 | 21,136,895 | 0 | 1,946,737 | 0 | 42,472,540 | | 2020 | 17,051,409 | (1,957,677) | 378,024 | (9,457,983) | 13,915,585 | 8,110,763 | 0 | (225,489) | 0 | 27,814,626 | | Other NEOs (Average) | | | | | | | | | | | | 2023 | 3,086,982 | (168,955) | 81,272 | (1,772,232) | 1,559,120 | (2,076,504) | 0 | (69,513) | 0 | 640,170 | | 2022 | 3,263,242 | 0 | 111,431 | (2,254,423) | 1,551,201 | (4,534,750) | 0 | (1,025,995) | 0 | (2,889,294) | | 2021 | 5,542,092 | (695,763) | 99,925 | (2,335,696) | 3,052,625 | 3,700,214 | 0 | 355,316 | 0 | 9,718,714 | | 2020 | 4,741,027 | (466,613) | 104,209 | (1,842,922) | 2,740,241 | 1,189,075 | 0 | (11,016) | 0 | 6,454,001 |

  191. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (1) For Mr. Bitzer, represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. |

  192. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (2) Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. |

  193. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (3) Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  194. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (4) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the date of grant. |

  195. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (5) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the date of grant. |

  196. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (6) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  197. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (7) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  198. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (8) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  199. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (9) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  200. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 63 |

  201. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS The following is a list of financial performance measures , whic h in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2023. Ongoing EBIT and Free Cash Flow are the two primary measures (each weighted 50%) in our short-term incentive program. Cumulative Ongoing EPS and ROIC are the two primary measures (each weighted 50%) in the PSUs granted as part of our long-term incentive program. In addition to the metrics noted below, the Company’s short-term incentive program also incorporates individual objectives relating to business results, strategic/project impact (such as resegmentation, process improvements), organization and talent (such as employee engagement, talent development, inclusion and diversity) and My Leadership and Values (demonstration of leadership model behaviors). Please see the Compensation Discussion & Analysis section for a further description of the metrics used in the Company’s executive compensation program.

  202. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | Most Important Performance Measures Used to Link Compensation Actually Paid to Company Performance: | | | Ongoing EBIT (Company Selected Measure) | Return on Invested Capital | | Free Cash Flow (Company Selected Measure) | Stock Price | | Cumulative Ongoing Earnings Per Share | |

  203. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 65 |

  204. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | ITEM 2 – COMPENSATION ADVISORY VOTE |

  205. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    Item 2 – Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934 enable our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this proxy statement. As discussed in detail above under “Compensation Discussion and Analysis,” we are focused on delivering superior stockholder value. To achieve our objectives, we employ a pay-for-performance philosophy based on the following guiding principles:

  206. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Compensation should be incentive-driven with both a short-term and long-term focus; |

  207. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | A significant portion of pay should be performance-based, with the proportion varying in direct relation to an executive’s level of responsibility; |

  208. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Components of compensation should be linked to the drivers of stockholder value over the long term; and |

  209. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Components of compensation should be tied to an evaluation of business results and individual performance. |

  210. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    In support of our pay-for-performance philosophy, performance-based compensation in the form of short-term and long-term incentives constituted 91% of 2023 total target compensation for our CEO and 78% of 2023 total target compensation for our other NEOs. Our policies and provisions that are intended to support best practices in executive compensation include, among others:

  211. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | No “golden parachute” excise tax gross-ups; |

  212. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Adoption of double-trigger change-in-control equity vesting; |

  213. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Insider Trading Policy provisions prohibiting hedging by any employee or director and pledging or trading on margin for executive officers and directors; |

  214. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Adoption of robust stock ownership guidelines to reinforce the link between the interests of our NEOs (7x salary for our CEO) and those of stockholders; |

  215. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Adoption of compensation recovery policy to adhere to the listing standards of the NYSE and the rules of the SEC, and claw-back provisions in both our short-term and long-term incentive plans under which the repayment of awards may be required in certain circumstances; and |

  216. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Decision-making by a fully independent compensation committee advised by an independent compensation consultant, FW Cook. |

  217. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    For the reasons discussed above, we are asking our stockholders to indicate their support for our NEO compensation as described in this proxy statement by voting “FOR” the following resolution. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this proxy statement. RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Whirlpool Corporation’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2023 Summary Compensation Table, and the other related tables and disclosure. This vote is advisory, and therefore not binding on Whirlpool, the Board, or the Human Resources Committee. The Board and the Human Resources Committee value the opinions of our stockholders and, to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider such stockholders’ concerns and the Human Resources Committee will evaluate whether any actions are necessary to address those concerns. At the 2023 annual meeting of stockholders, a majority of the Company’s stockholders voted in favor of holding advisory votes on the Company’s executive compensation on an annual basis, and, in light of this vote, the Board adopted a policy of holding such advisory votes annually. Unless the Board determines otherwise, we will continue to hold advisory votes on the Company’s executive compensation on an annual basis, and the next advisory vote on the frequency of holding advisory votes will be held at the 2029 annual meeting of stockholders.

  218. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | The Board of Directors recommends a vote FOR Item 2 for the approval of the compensation of Whirlpool Corporation’s NEOs, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. |

  219. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | 66 | • | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  220. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | EQUITY COMPENSATION PLAN INFORMATION |

  221. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    Equity Compensation Plan Information The following table presents information as of December 31, 2023, with respect to Whirlpool Corporation compensation plans under which equity securities are authorized for issuance.

  222. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (1) | | Equity compensation plans approved by security holders | 2,002,735(2) | 169.01(3) | 3,637,205 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 2,002,735 | 169.01 | 3,637,205 |

  223. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | (1) Excluding securities in the “Number of securities to be issued upon exercise of outstanding options, warrants and rights” column. Represents shares available under the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan. Plan shares covering outstanding equity awards are debited on a one-for-one basis for each stock option awarded, on a 2.5-to-one basis for each restricted stock unit awarded, and on a 2.5-to-one basis for each performance stock unit awarded. Performance stock units are debited assuming a maximum award payout (200%) under the plan. Any shares subject to an award that are forfeited, terminated, or canceled (including shares subject to performance stock unit awards that do not vest based on performance) will again become available for issuance under the plan, with the number of shares determined based on the share-deduction ratio used to debit such shares from the plan. |

  224. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | (2) This amount includes 950,602 shares subject to outstanding stock options with a weighted average remaining contractual term of 1.5 years, and 1,052,133 shares subject to outstanding restricted stock units and performance stock units granted under the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan, Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan and the Whirlpool Corporation Amended and Restated 2010 Omnibus Stock and Incentive Plan. |

  225. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | (3) The weighted-average exercise price information does not include any outstanding restricted stock units or performance stock units. |

  226. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | • | 67 |

  227. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | MATTERS RELATING TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  228. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    Matters Relating to Independent Registered Public Accounting Firm