Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay Versus Performance Disclosure The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our NEOs, as calculated in accordance with SEC disclosure rules:
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PAY VERSUS PERFORMANCE TABLE |
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$100 Investment Based
on : |
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| 2024 |
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13,917,347 |
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12,838,899 |
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4,039,248 |
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3,596,064 |
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97 |
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193 |
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672 |
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887 |
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| 2023 |
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13,504,801 |
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4,329,344 |
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3,086,982 |
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1,170,520 |
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96 |
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182 |
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481 |
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1,191 |
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| 2022 |
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11,940,033 |
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(19,255,228 |
) |
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3,263,242 |
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(2,889,294 |
) |
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106 |
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117 |
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(1,519 |
) |
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1,360 |
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| 2021 |
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18,751,901 |
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42,472,540 |
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5,542,092 |
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9,718,714 |
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169 |
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159 |
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1,783 |
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2,379 |
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| 2020 |
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17,051,409 |
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27,814,632 |
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4,741,027 |
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6,454,001 |
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126 |
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118 |
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1,075 |
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1,768 |
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(1) |
Mr. Bitzer served as the Principal Executive Officer (PEO) for the entirety of 2024, 2023, 2022, 2021 and 2020 and the Company’s other NEOs for the applicable years were as follows: | 2024: Messrs. Peters, Perucchetti, Puente, and Morel and Mses. Martin and Harter. 2023: Messrs. Peters and Morel and Mses. Martin and Harter. 2022: Messrs. Peters, Joseph T. Liotine, Morel, and João C. Brega. 2021: Messrs. Peters, Liotine, Morel, and Brega. 2020: Messrs. Peters, Liotine, Morel, and Samuel Wu.
(2) |
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Bitzer and (ii) the average of the total compensation reported in the Summary Compensation Table for the NEOs listed in footnote 1 for each applicable year. |
(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. In the prior proxy certain performance awards were erroneously included at target and have been updated to reflect the probable outcome of performance conditions at fiscal year end 2023 in accordance with Item 402(v)(2)(iii)(C)(3). |
(4) |
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in (i) our common stock and (ii) the S&P 500 Household Durables Index where applicable. Historical stock price performance is not necessarily indicative of future stock price performance. |
(5) |
Peer group total shareholder return reflects the S&P 500 Household Durables Index. |
(6) |
Given its use in the short-term incentive program as a key indicator of profitability and driver of shareholder value, the Committee selected Ongoing EBIT as the Company Selected Measure. 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; for 2024, it excludes the impact of M&A transactions, intangible asset impairment, legacy EMEA legal matters, and restructuring expense (including with respect to our equity method investments); for 2023, it excludes the impact of M&A transactions and legacy EMEA legal matters; for 2022, it excludes the impact of M&A transactions, impairment of goodwill, intangibles and other assets, and substantial liquidation of a subsidiary; for 2021, it excludes the impact of M&A transactions, restructuring expense, gain on previously held equity interest, and product warranty and liability reserve release; for 2020, it excludes restructuring expense, product warranty and liability reserve release, gain on sale and disposal of business, and sale leaseback, real estate and receivable adjustments. Please see Appendix B for a reconciliation of Ongoing EBIT to its most equivalent GAAP measure for certain prior years. | RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS
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Year |
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Summary
Compensation
Table Total |
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(Minus)
Change in
Accumulated
Benefits
Under
Defined
Benefit and
Actuarial
Pension
Plans |
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Plus Service
Costs Under
Defined
Benefit and
Actuarial
Pension
Plans ($) |
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Value of
Stock Option
and Stock
Awards
Granted in
Fiscal Year
($) |
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Plus Fair
Value at
Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) |
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Plus/(Minus)
Change in
Fair Value of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Prior Fiscal
Years |
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Fair Value
at Vesting of
Stock
Option and Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year
($) |
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Plus/
(Minus)
Change in
Fair Value
as of
Vesting
Date of
Stock
Option and
Stock
Awards
Granted in Prior Years
for which
Applicable
Vesting
Conditions
Were
Satisfied
During
Fiscal Year
($) |
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(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
($) |
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Equals
Compensation
Actually Paid
($) |
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| 2024 |
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13,917,347 |
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(1,059,620 |
) |
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538,504 |
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(9,687,164 |
) |
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12,140,135 |
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(1,954,731 |
) |
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— |
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(1,055,572 |
) |
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— |
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12,838,899 |
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| 2023 |
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13,504,801 |
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(990,731 |
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497,384 |
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(10,017,499 |
) |
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8,812,913 |
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(6,828,081 |
) |
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— |
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(649,443 |
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— |
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4,329,344 |
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| 2022 |
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11,940,033 |
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0 |
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617,053 |
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(10,376,353 |
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7,139,678 |
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(23,361,198 |
) |
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— |
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(5,214,441 |
) |
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— |
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(19,255,228 |
) |
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| 2021 |
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18,751,901 |
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(3,070,010 |
) |
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557,425 |
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(9,951,671 |
) |
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13,101,263 |
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21,136,895 |
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— |
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1,946,737 |
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— |
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42,472,540 |
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| 2020 |
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17,051,409 |
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(1,957,677 |
) |
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378,024 |
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(9,457,983 |
) |
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13,915,585 |
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8,110,763 |
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— |
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(225,489 |
) |
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— |
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27,814,632 |
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Other NEOs (Average) |
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| 2024 |
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4,039,248 |
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(87,453 |
) |
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49,399 |
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(1,930,529 |
) |
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2,429,582 |
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(494,170 |
) |
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— |
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(144,013 |
) |
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(265,999 |
) |
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3,596,064 |
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| 2023 |
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3,086,982 |
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(168,955 |
) |
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81,272 |
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(1,772,232 |
) |
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1,559,120 |
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(1,546,154 |
) |
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— |
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(69,513 |
) |
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— |
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1,170,520 |
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| 2022 |
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3,263,242 |
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0 |
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111,431 |
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(2,254,423 |
) |
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1,551,201 |
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(4,534,750 |
) |
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— |
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(1,025,995 |
) |
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— |
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(2,889,294 |
) |
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| 2021 |
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5,542,092 |
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(695,763 |
) |
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99,925 |
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(2,335,696 |
) |
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3,052,625 |
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3,700,214 |
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— |
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355,316 |
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— |
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9,718,714 |
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| 2020 |
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4,741,027 |
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(466,613 |
) |
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104,209 |
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(1,842,922 |
) |
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2,740,241 |
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1,189,075 |
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— |
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(11,016 |
) |
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— |
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6,454,001 |
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(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. |
(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. |
(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. |
(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. |
(5) |
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock 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. |
(6) |
Represents the change in fair value during the indicated fiscal year of each stock 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. In the prior proxy certain performance awards were erroneously included at target and have been updated to reflect the probable outcome of performance conditions at fiscal year 2023 in accordance with Item 402(v)(2)(iii)(C)(3). |
(7) |
Represents the fair value at vesting of the stock 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. |
(8) |
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock 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. |
(9) |
Represents the fair value as of the last day of the prior fiscal year of the stock 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. |
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| Company Selected Measure Name |
Ongoing EBIT
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| Named Executive Officers, Footnote |
(1) |
Mr. Bitzer served as the Principal Executive Officer (PEO) for the entirety of 2024, 2023, 2022, 2021 and 2020 and the Company’s other NEOs for the applicable years were as follows: | 2024: Messrs. Peters, Perucchetti, Puente, and Morel and Mses. Martin and Harter. 2023: Messrs. Peters and Morel and Mses. Martin and Harter. 2022: Messrs. Peters, Joseph T. Liotine, Morel, and João C. Brega. 2021: Messrs. Peters, Liotine, Morel, and Brega. 2020: Messrs. Peters, Liotine, Morel, and Samuel Wu.
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| Peer Group Issuers, Footnote |
Peer group total shareholder return reflects the S&P 500 Household Durables Index.
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| PEO Total Compensation Amount |
$ 13,917,347
|
$ 13,504,801
|
$ 11,940,033
|
$ 18,751,901
|
$ 17,051,409
|
| PEO Actually Paid Compensation Amount |
$ 12,838,899
|
4,329,344
|
(19,255,228)
|
42,472,540
|
27,814,632
|
| Adjustment To PEO Compensation, Footnote |
RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS
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Year |
|
Summary
Compensation
Table Total |
|
|
(Minus)
Change in
Accumulated
Benefits
Under
Defined
Benefit and
Actuarial
Pension
Plans |
|
|
Plus Service
Costs Under
Defined
Benefit and
Actuarial
Pension
Plans ($) |
|
|
Value of
Stock Option
and Stock
Awards
Granted in
Fiscal Year
($) |
|
|
Plus Fair
Value at
Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) |
|
|
Plus/(Minus)
Change in
Fair Value of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Prior Fiscal
Years |
|
|
Fair Value
at Vesting of
Stock
Option and Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year
($) |
|
|
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
($) |
|
|
(Minus)
Fair Value
as of Prior
Fiscal Year-
End of
Stock
Option and
Stock
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
($) |
|
|
Equals
Compensation
Actually Paid
($) |
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| |
| |
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| |
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| 2024 |
|
|
13,917,347 |
|
|
|
(1,059,620 |
) |
|
|
538,504 |
|
|
|
(9,687,164 |
) |
|
|
12,140,135 |
|
|
|
(1,954,731 |
) |
|
|
— |
|
|
|
(1,055,572 |
) |
|
|
— |
|
|
|
12,838,899 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
|
13,504,801 |
|
|
|
(990,731 |
) |
|
|
497,384 |
|
|
|
(10,017,499 |
) |
|
|
8,812,913 |
|
|
|
(6,828,081 |
) |
|
|
— |
|
|
|
(649,443 |
) |
|
|
— |
|
|
|
4,329,344 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
|
11,940,033 |
|
|
|
0 |
|
|
|
617,053 |
|
|
|
(10,376,353 |
) |
|
|
7,139,678 |
|
|
|
(23,361,198 |
) |
|
|
— |
|
|
|
(5,214,441 |
) |
|
|
— |
|
|
|
(19,255,228 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
|
18,751,901 |
|
|
|
(3,070,010 |
) |
|
|
557,425 |
|
|
|
(9,951,671 |
) |
|
|
13,101,263 |
|
|
|
21,136,895 |
|
|
|
— |
|
|
|
1,946,737 |
|
|
|
— |
|
|
|
42,472,540 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
|
17,051,409 |
|
|
|
(1,957,677 |
) |
|
|
378,024 |
|
|
|
(9,457,983 |
) |
|
|
13,915,585 |
|
|
|
8,110,763 |
|
|
|
— |
|
|
|
(225,489 |
) |
|
|
— |
|
|
|
27,814,632 |
|
| |
Other NEOs (Average) |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
|
4,039,248 |
|
|
|
(87,453 |
) |
|
|
49,399 |
|
|
|
(1,930,529 |
) |
|
|
2,429,582 |
|
|
|
(494,170 |
) |
|
|
— |
|
|
|
(144,013 |
) |
|
|
(265,999 |
) |
|
|
3,596,064 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
|
3,086,982 |
|
|
|
(168,955 |
) |
|
|
81,272 |
|
|
|
(1,772,232 |
) |
|
|
1,559,120 |
|
|
|
(1,546,154 |
) |
|
|
— |
|
|
|
(69,513 |
) |
|
|
— |
|
|
|
1,170,520 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
|
3,263,242 |
|
|
|
0 |
|
|
|
111,431 |
|
|
|
(2,254,423 |
) |
|
|
1,551,201 |
|
|
|
(4,534,750 |
) |
|
|
— |
|
|
|
(1,025,995 |
) |
|
|
— |
|
|
|
(2,889,294 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
|
5,542,092 |
|
|
|
(695,763 |
) |
|
|
99,925 |
|
|
|
(2,335,696 |
) |
|
|
3,052,625 |
|
|
|
3,700,214 |
|
|
|
— |
|
|
|
355,316 |
|
|
|
— |
|
|
|
9,718,714 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
|
4,741,027 |
|
|
|
(466,613 |
) |
|
|
104,209 |
|
|
|
(1,842,922 |
) |
|
|
2,740,241 |
|
|
|
1,189,075 |
|
|
|
— |
|
|
|
(11,016 |
) |
|
|
— |
|
|
|
6,454,001 |
|
(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. |
(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. |
(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. |
(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. |
(5) |
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock 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. |
(6) |
Represents the change in fair value during the indicated fiscal year of each stock 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. In the prior proxy certain performance awards were erroneously included at target and have been updated to reflect the probable outcome of performance conditions at fiscal year 2023 in accordance with Item 402(v)(2)(iii)(C)(3). |
(7) |
Represents the fair value at vesting of the stock 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. |
(8) |
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock 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. |
(9) |
Represents the fair value as of the last day of the prior fiscal year of the stock 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. |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 4,039,248
|
3,086,982
|
3,263,242
|
5,542,092
|
4,741,027
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 3,596,064
|
1,170,520
|
(2,889,294)
|
9,718,714
|
6,454,001
|
| Adjustment to Non-PEO NEO Compensation Footnote |
RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Year |
|
Summary
Compensation
Table Total |
|
|
(Minus)
Change in
Accumulated
Benefits
Under
Defined
Benefit and
Actuarial
Pension
Plans |
|
|
Plus Service
Costs Under
Defined
Benefit and
Actuarial
Pension
Plans ($) |
|
|
Value of
Stock Option
and Stock
Awards
Granted in
Fiscal Year
($) |
|
|
Plus Fair
Value at
Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) |
|
|
Plus/(Minus)
Change in
Fair Value of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Prior Fiscal
Years |
|
|
Fair Value
at Vesting of
Stock
Option and Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year
($) |
|
|
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
($) |
|
|
(Minus)
Fair Value
as of Prior
Fiscal Year-
End of
Stock
Option and
Stock
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
($) |
|
|
Equals
Compensation
Actually Paid
($) |
|
| |
| |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
|
13,917,347 |
|
|
|
(1,059,620 |
) |
|
|
538,504 |
|
|
|
(9,687,164 |
) |
|
|
12,140,135 |
|
|
|
(1,954,731 |
) |
|
|
— |
|
|
|
(1,055,572 |
) |
|
|
— |
|
|
|
12,838,899 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
|
13,504,801 |
|
|
|
(990,731 |
) |
|
|
497,384 |
|
|
|
(10,017,499 |
) |
|
|
8,812,913 |
|
|
|
(6,828,081 |
) |
|
|
— |
|
|
|
(649,443 |
) |
|
|
— |
|
|
|
4,329,344 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
|
11,940,033 |
|
|
|
0 |
|
|
|
617,053 |
|
|
|
(10,376,353 |
) |
|
|
7,139,678 |
|
|
|
(23,361,198 |
) |
|
|
— |
|
|
|
(5,214,441 |
) |
|
|
— |
|
|
|
(19,255,228 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
|
18,751,901 |
|
|
|
(3,070,010 |
) |
|
|
557,425 |
|
|
|
(9,951,671 |
) |
|
|
13,101,263 |
|
|
|
21,136,895 |
|
|
|
— |
|
|
|
1,946,737 |
|
|
|
— |
|
|
|
42,472,540 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
|
17,051,409 |
|
|
|
(1,957,677 |
) |
|
|
378,024 |
|
|
|
(9,457,983 |
) |
|
|
13,915,585 |
|
|
|
8,110,763 |
|
|
|
— |
|
|
|
(225,489 |
) |
|
|
— |
|
|
|
27,814,632 |
|
| |
Other NEOs (Average) |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
|
4,039,248 |
|
|
|
(87,453 |
) |
|
|
49,399 |
|
|
|
(1,930,529 |
) |
|
|
2,429,582 |
|
|
|
(494,170 |
) |
|
|
— |
|
|
|
(144,013 |
) |
|
|
(265,999 |
) |
|
|
3,596,064 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
|
3,086,982 |
|
|
|
(168,955 |
) |
|
|
81,272 |
|
|
|
(1,772,232 |
) |
|
|
1,559,120 |
|
|
|
(1,546,154 |
) |
|
|
— |
|
|
|
(69,513 |
) |
|
|
— |
|
|
|
1,170,520 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
|
3,263,242 |
|
|
|
0 |
|
|
|
111,431 |
|
|
|
(2,254,423 |
) |
|
|
1,551,201 |
|
|
|
(4,534,750 |
) |
|
|
— |
|
|
|
(1,025,995 |
) |
|
|
— |
|
|
|
(2,889,294 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| 2021 |
|
|
5,542,092 |
|
|
|
(695,763 |
) |
|
|
99,925 |
|
|
|
(2,335,696 |
) |
|
|
3,052,625 |
|
|
|
3,700,214 |
|
|
|
— |
|
|
|
355,316 |
|
|
|
— |
|
|
|
9,718,714 |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
|
4,741,027 |
|
|
|
(466,613 |
) |
|
|
104,209 |
|
|
|
(1,842,922 |
) |
|
|
2,740,241 |
|
|
|
1,189,075 |
|
|
|
— |
|
|
|
(11,016 |
) |
|
|
— |
|
|
|
6,454,001 |
|
(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. |
(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. |
(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. |
(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. |
(5) |
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock 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. |
(6) |
Represents the change in fair value during the indicated fiscal year of each stock 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. In the prior proxy certain performance awards were erroneously included at target and have been updated to reflect the probable outcome of performance conditions at fiscal year 2023 in accordance with Item 402(v)(2)(iii)(C)(3). |
(7) |
Represents the fair value at vesting of the stock 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. |
(8) |
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock 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. |
(9) |
Represents the fair value as of the last day of the prior fiscal year of the stock 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. |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Chart 2: CEO and Average NEO Compensation Actually Paid vs. Total Shareholder Return and Year-end Stock Price
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
Chart 1: CEO and Average NEO Compensation Actually Paid vs. Financial Performance
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
Chart 1: CEO and Average NEO Compensation Actually Paid vs. Financial Performance
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
Chart 2: CEO and Average NEO Compensation Actually Paid vs. Total Shareholder Return and Year-end Stock Price
|
|
|
|
|
| Tabular List, Table |
PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2024. Ongoing EBIT is the Company’s selected measure. 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, organizational effectiveness) 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.
|
|
|
| |
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 |
|
Stock Price |
| |
|
| Cumulative Ongoing Earnings Per Share |
|
|
|
|
|
|
|
| Total Shareholder Return Amount |
$ 97
|
96
|
106
|
169
|
126
|
| Peer Group Total Shareholder Return Amount |
193
|
182
|
117
|
159
|
118
|
| Net Income (Loss) |
$ 672,000,000
|
$ 481,000,000
|
$ (1,519,000,000)
|
$ 1,783,000,000
|
$ 1,075,000,000
|
| Company Selected Measure Amount |
887,000,000
|
1,191,000,000
|
1,360,000,000
|
2,379,000,000
|
1,768,000,000
|
| PEO Name |
Mr. Bitzer
|
|
|
|
|
| Measure:: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Ongoing EBIT (Company Selected Measure)
|
|
|
|
|
| Non-GAAP Measure Description |
Given its use in the short-term incentive program as a key indicator of profitability and driver of shareholder value, the Committee selected Ongoing EBIT as the Company Selected Measure. 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; for 2024, it excludes the impact of M&A transactions, intangible asset impairment, legacy EMEA legal matters, and restructuring expense (including with respect to our equity method investments); for 2023, it excludes the impact of M&A transactions and legacy EMEA legal matters; for 2022, it excludes the impact of M&A transactions, impairment of goodwill, intangibles and other assets, and substantial liquidation of a subsidiary; for 2021, it excludes the impact of M&A transactions, restructuring expense, gain on previously held equity interest, and product warranty and liability reserve release; for 2020, it excludes restructuring expense, product warranty and liability reserve release, gain on sale and disposal of business, and sale leaseback, real estate and receivable adjustments. Please see Appendix B for a reconciliation of Ongoing EBIT to its most equivalent GAAP measure for certain prior years.
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Free Cash Flow
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Cumulative Ongoing Earnings Per Share
|
|
|
|
|
| Measure:: 4 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Return on Invested Capital
|
|
|
|
|
| Measure:: 5 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Stock Price
|
|
|
|
|
| PEO | Change In Accumulated Benefits Under Defined Benefit And Actuarial Pension Plans [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ (1,059,620)
|
$ (990,731)
|
$ 0
|
$ (3,070,010)
|
$ (1,957,677)
|
| PEO | Plus Service Costs Under Defined Benefit And Actuarial Pension Plans [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
538,504
|
497,384
|
617,053
|
557,425
|
378,024
|
| PEO | Grant Date Fair Value Of Stock Option And Stock Awards Granted In Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(9,687,164)
|
(10,017,499)
|
(10,376,353)
|
(9,951,671)
|
(9,457,983)
|
| PEO | Plus Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Option And Stock Awards Granted In Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
12,140,135
|
8,812,913
|
7,139,678
|
13,101,263
|
13,915,585
|
| PEO | Fair Value Of Outstanding And Unvested Stock Option And Stock Awards Granted In PFY [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(1,954,731)
|
(6,828,081)
|
(23,361,198)
|
21,136,895
|
8,110,763
|
| PEO | Fair Value At Vesting Of Stock Option And Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
0
|
| PEO | Fair Value As Of Vesting Date Of Stock Option And Stock Awards Granted In Prior Years For Which Applicable Vesting Conditions Were Satisfied During FY [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(1,055,572)
|
(649,443)
|
(5,214,441)
|
1,946,737
|
(225,489)
|
| PEO | Fair Value As Of Prior Fiscal Yearend Of Stock Option And Stock Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During FY [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
0
|
| Non-PEO NEO | Change In Accumulated Benefits Under Defined Benefit And Actuarial Pension Plans [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(87,453)
|
(168,955)
|
0
|
(695,763)
|
(466,613)
|
| Non-PEO NEO | Plus Service Costs Under Defined Benefit And Actuarial Pension Plans [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
49,399
|
81,272
|
111,431
|
99,925
|
104,209
|
| Non-PEO NEO | Grant Date Fair Value Of Stock Option And Stock Awards Granted In Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(1,930,529)
|
(1,772,232)
|
(2,254,423)
|
(2,335,696)
|
(1,842,922)
|
| Non-PEO NEO | Plus Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Option And Stock Awards Granted In Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
2,429,582
|
1,559,120
|
1,551,201
|
3,052,625
|
2,740,241
|
| Non-PEO NEO | Fair Value Of Outstanding And Unvested Stock Option And Stock Awards Granted In PFY [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(494,170)
|
(1,546,154)
|
(4,534,750)
|
3,700,214
|
1,189,075
|
| Non-PEO NEO | Fair Value At Vesting Of Stock Option And Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
0
|
| Non-PEO NEO | Fair Value As Of Vesting Date Of Stock Option And Stock Awards Granted In Prior Years For Which Applicable Vesting Conditions Were Satisfied During FY [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(144,013)
|
(69,513)
|
(1,025,995)
|
355,316
|
(11,016)
|
| Non-PEO NEO | Fair Value As Of Prior Fiscal Yearend Of Stock Option And Stock Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During FY [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ (265,999)
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|