Jeff Fettig

About 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

External Roles

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

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

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

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)

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.