Julie Whalen

About Julie Whalen

Julie P. Whalen is an independent director of Ecolab Inc., appointed August 6, 2025, and serves on the Audit and Finance Committees. She is a former CFO of Expedia Group (2022–2025) and Williams‑Sonoma (2012–2022), a Certified Public Accountant, and holds a B.S. and J.D. from Pepperdine University; she previously served on the board of Expedia Group (2019–2024) including as Audit Committee Chair. Age: 54 at appointment. Independence: affirmed by Ecolab at appointment, with no related‑party transactions requiring disclosure under Item 404(a).

Past Roles

Organization	Role	Tenure	Committees/Impact
Expedia Group, Inc.	EVP & Chief Financial Officer	2022–2025	Led complex global finance organization in technology/hospitality; retired 2025.
Williams‑Sonoma, Inc.	EVP & Chief Financial Officer	2012–2022	Advanced from Corporate Controller to Treasurer to CFO after joining in 2001.
Williams‑Sonoma, Inc.	Corporate Finance leadership (FP&A, Controller, Treasurer)	2001–2012	Progressive finance leadership roles prior to CFO.

External Roles

Organization	Role	Tenure	Committees/Impact
Expedia Group, Inc.	Director	2019–2024	Audit Committee Chair; stepped off board in 2024.
—	—	—	No other current public company directorships disclosed at appointment.

Board Governance

Item	Detail
ECL committee assignments	Audit Committee; Finance Committee.
Independence status	Appointed as an independent director; no Item 404(a) related‑party transactions.
Years of service (ECL)	Appointed Aug 6, 2025 (new director).
Attendance/engagement	2025 individual attendance not yet disclosed; Board reported 100% attendance for all directors in 2024; executive sessions occur at every meeting.
Lead Independent Director	David W. MacLennan; robust enumerated duties (agenda approval, shareholder engagement, exec sessions).
Committee structures	Five standing committees; Audit met 6x in 2024; Finance met 5x; all members of Audit and Finance are independent.

Fixed Compensation (Director Program; Ms. Whalen to receive non‑employee director terms)

Component	Amount	Notes
Base annual director compensation	$315,000	Excludes lead/committee retainers; within median of peer group.
Cash retainer (included in base)	$125,000	Annual retainer; directors may defer under 2001 Plan.
Stock units (DSUs) (included in base)	$135,000	Credited quarterly in 25% installments; prorated for partial quarters; paid in shares after service.
Stock options (included in base)	$60,000	Granted after annual meeting; 10‑year term; vest 25% at 3/6/9/12 months.
Lead Independent Director retainer	$40,000	Supplemental.
Committee chair retainers	$25,000 (Audit); $20,000 (Comp, Finance, Governance, SH&E)	Supplemental.
Audit Committee member retainer	$10,000	Supplemental.
Proration mechanics	DSUs prorated for partial quarters; directors appointed after annual meeting receive a pro‑rata option grant after the next annual meeting based on days in service.
Plan & deferrals	2001 Non‑Employee Director Stock Option and Deferred Compensation Plan; cash retainers may be deferred to interest or stock unit accounts.

Upon appointment, Ms. Whalen is entitled to director compensation commensurate with non‑employee directors. Actual 2025 amounts will be pro‑rated per plan mechanics.

Performance Compensation (Directors)

Award type	Performance metric	Vesting / terms	Grant value reference
DSUs	None (time‑based; not performance‑conditioned)	Credited quarterly; paid in shares after service ends.	Target $135,000 annual value.
Stock options	None (time‑based)	25% vesting at 3/6/9/12 months; 10‑year term.	Target $60,000 grant‑date value.

Other Directorships & Interlocks

Current public boards: None disclosed at appointment beyond Ecolab.
Prior public boards: Expedia Group, Director (2019–2024), Audit Chair.
Interlocks/related parties: Ecolab reports no related‑person transactions requiring disclosure concerning Ms. Whalen; Compensation Committee reports no interlocks or insider participation.

Expertise & Qualifications

Deep CFO experience across retail (Williams‑Sonoma) and technology/hospitality (Expedia), with public company board and audit chair experience.
CPA; B.S. and J.D. (Pepperdine); strong fit for Audit and Finance oversight, capital allocation, and financial reporting controls.
Sector exposure aligned to Ecolab end‑markets (hospitality) and digital/technology ecosystems.

Equity Ownership

Topic	Detail
Stock ownership guidelines (directors)	Required to own Company stock with market value ≥ 5x annual retainer.
Retention policy	Until guideline is met, expected to retain 100% of net shares from option exercises; DSUs count; options do not.
Hedging/pledging	Prohibited from pledging shares or entering hedging/derivative transactions outside company plans.
Beneficial ownership	Not disclosed for Ms. Whalen in 2025 proxy (appointment occurred after proxy date).

Governance Assessment

Positive signals
- Strong audit/finance credentials (former public company CFO; prior Audit Chair) matched with Audit and Finance Committee roles; independence affirmed with no related‑party transactions.
- Director pay structure emphasizes equity alignment (DSUs and options) with robust ownership guidelines (5x retainer) and strict anti‑hedging/pledging policies.
- Board governance practices include executive sessions each meeting, 100% board/committee attendance in 2024, and independent committee leadership.
Potential risks/red flags
- None identified specific to Ms. Whalen at appointment; company disclosed no Item 404 related‑party transactions and maintains prohibitions on pledging/hedging.
Implications for investors
- Ms. Whalen’s finance and audit expertise should enhance oversight of financial reporting, capital allocation, and risk management, supporting investor confidence in board effectiveness. Committee placements align with her skillset, suggesting meaningful engagement on audit, controls, and financial policy matters.