Jeff Fettig
SHERWIN WILLIAMSAbout Jeff M. Fettig
Former Chairman and CEO of Whirlpool with 37 years of operating leadership; currently Lead Independent Director at Sherwin-Williams (since 2023). Age 68; SHW director since 2019. Designated audit committee financial expert; brings deep global manufacturing, sales, and governance expertise to SHW’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | Executive Chairman | 2017–2018 | Led board during transition; governance and oversight |
| Whirlpool Corporation | Chairman & CEO | 2004–2017 | Drove global operations, manufacturing, marketing, distribution |
| Whirlpool Corporation | President & COO | 1999–2004 | Senior operating leadership |
| Whirlpool Corporation | EVP; President Whirlpool Europe & Asia | 1994–1999 | International operations leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Dow Inc. (NYSE: DOW) | Director | Current | Public company directorship |
| Kohler Company | Director | Current | Private company board |
| Indiana University Foundation | Director | Current | Non-profit governance |
Board Governance
- Independence: Affirmed independent; SHW board has majority independent directors .
- Lead Independent Director: Serves as Lead Director since 2023; chairs executive sessions; sets agendas with Chair; liaises with shareholders; empowered to call meetings and retain advisors .
- Committee assignments:
- 2025: Audit Committee member; Nominating & Corporate Governance Committee member .
- 2024: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Attendance and engagement:
- Board met 6 times in 2024; Audit 9; Comp 5; Nominating 4; each director attended at least 75% of meetings; executive sessions of non-management directors after each regular meeting, chaired by Fettig .
- Board met 6 times in 2023; similar attendance and executive sessions chaired by Fettig .
- Succession involvement: Quoted as Lead Director in November 2025 CFO succession announcement, signaling active oversight of talent and capital allocation .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 184,519 | 193,819 |
| Stock Awards ($) | 164,938 | 181,235 |
| All Other Compensation ($) | 7,000 | 7,000 |
| Total ($) | 356,457 | 382,054 |
Program structure:
- Annual cash retainer $135,000 in 2024; Lead Director retainer $50,000; committee chair retainers: Audit $30,000; Compensation $25,000; Nominating $25,000; meeting fees for >12 meetings .
- Equity: annual RSU grant ~ $180,000 in 2024; RSUs vest one-third annually over three years; accelerated vesting upon death/disability/change in control; retirement continues vesting on schedule .
- 2023 structure similar with lower amounts (retainer $130,000; Lead Director $35,000; RSUs ~ $170,000) .
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics apply to director pay. Annual RSU grants per director:
- 711 RSUs granted in 2023 to most directors (Fettig included) .
- 594 RSUs granted in 2024 to each non-management director .
- Vesting schedule: one-third annually over three years (no performance conditions) .
Other Directorships & Interlocks
| Company | Relationship to SHW | Potential Interlock/Conflict |
|---|---|---|
| Dow Inc. | Chemicals sector; potential supplier/customer adjacency | No related person transactions disclosed; independence affirmed . |
| Kohler Company | Private; customer/supplier adjacency possible | No related person transactions disclosed . |
| Indiana University Foundation | Non-profit | Not material to independence per SHW standards . |
Policies mitigating conflicts: robust Director Independence Standards, related-person transaction review by Nominating Committee; no related person transactions in 2024 or 2023 .
Expertise & Qualifications
- Audit committee financial expert; financial literacy; extensive risk oversight experience (ERM, cybersecurity oversight via Audit Committee) .
- Global manufacturing, operations, sales/marketing, distribution expertise from Whirlpool tenure .
- Lead Director governance responsibilities include agenda setting, executive session leadership, shareholder engagement, and retention of independent advisors .
Equity Ownership
| Metric | 2024 (Record date: Feb 20, 2024) | 2025 (Record date: Feb 19, 2025) |
|---|---|---|
| Shares of Common Stock | 4,700 | 5,311 |
| Shares Acquirable within 60 days | — | — |
| Total Beneficial Ownership | 4,700 | 5,311 |
| Ownership % of Outstanding | <1% | <1% (out of 251,510,149 shares) |
Stock ownership alignment:
- Director ownership guidelines: minimum 7x annual cash retainer; must hold shares received upon RSU vesting until guideline met; all directors either met or are on track .
- Anti-hedging and anti-pledging policies for directors .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-02-20 | 2025-02-18 | Award (A) | 517 | 6,461 | |
| 2024-02-15 | 2024-02-13 | Award (A) | 594 | 5,944 |
Note: Additional Form 4 records exist in 2020–2025 period; above shows most recent award events and post-holdings from SEC filings.
Governance Assessment
- Strengths:
- Experienced Lead Independent Director with prior Audit Chair role; strong risk oversight and governance capabilities .
- Board independence and committee independence; robust governance practices including majority voting, proxy access, overboarding limits, executive sessions, and stock ownership guidelines .
- No related person transactions disclosed; anti-hedging/pledging policy enhances alignment .
- Active in succession planning and investor-facing governance communications (CFO transition) .
- Watch items:
- External board at Dow Inc. creates industry adjacency; monitor for any related-party dealings (none disclosed) and workload vs. overboarding thresholds (policy allows up to four boards for non-executive directors) .
- Rotation from Audit Chair (2024) to member (2025) appears planned; ensure continuity of financial oversight remains strong under new chair .
Notes and References
- Board, committee meetings and attendance; independence; governance practices .
- Committee memberships and roles .
- Lead Director responsibilities and risk oversight .
- Director compensation details and program .
- Security ownership .
- Related person transactions policy and disclosures .
- Insider trade filings from SEC EDGAR as cited above.