Diane Dietz
WHIRLPOOL CORP /DE/About Diane M. Dietz
Independent director at Whirlpool Corporation since 2013; age 59; currently Chair of the Human Resources Committee and member of the Finance Committee. Former CEO of Rodan & Fields (2016–2021), EVP & Chief Marketing Officer at Safeway (2008–2015), and VP/GM of Procter & Gamble’s Oral Care business (1989–2008). Holds a bachelor’s degree in marketing and economics from Northern Illinois University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rodan & Fields, LLC | President & CEO | 2016–2021 | Led global operations and strategy; consumer products leadership |
| Safeway, Inc. | EVP & Chief Marketing Officer | 2008–2015 | Oversaw P&L, marketing, digital, product development, merchandising |
| Procter & Gamble | VP & GM, Oral Care; prior brand leadership | 1989–2008 | Product development, innovation, global consumer brands |
External Roles
| Organization | Role | Public/Private/Nonprofit | Start Year |
|---|---|---|---|
| Nuro, Inc. | Board Member | Private | 2021 |
| UCSF Benioff Children’s Hospital Oakland | Board Member | Nonprofit | Not disclosed |
| Zoosk, Inc. | Board Member | Private | 2014 |
| Other public company boards | None disclosed in WHR proxy | — | — |
Board Governance
- Independence: Board determined all non-employee directors, including Dietz, meet NYSE independence standards; Audit and HR committee members meet enhanced independence requirements .
- Attendance: In 2024 the Board met six times; each director attended at least 75% of Board and committee meetings; all directors attended the annual meeting except one due to illness .
- Committee leadership and expertise: Dietz serves as Chair of the Human Resources Committee (4 meetings in 2024) overseeing CEO/executive pay, equity grants, incentive design, and HCM metrics; she is also a member of the Finance Committee (3 meetings) overseeing capital structure, liquidity, dividends, FX/interest risk and capital allocation during portfolio transformation .
- Pay-for-performance oversight: HR Committee retained independent consultant FW Cook; completed compensation risk assessment and maintains clawback, ownership guidelines, and hedging/pledging restrictions; Committee reduced 2024 Company Performance Factor to 65% despite calculated 70% to align with broader salaried plan; 2022–2024 PSU payout certified at 0% on below-threshold EPS/ROIC .
- Shareholder signals: 2024 Say-on-Pay support at 86%; 2025 EPEP weighting shifted to 70% EBIT/30% FCF and removed individual modifiers for all executives, reinforcing quantitative performance alignment .
Fixed Compensation
Program structure and Dietz’s recent compensation:
| Compensation Element | 2023 Program Value | 2024 Program Value | 2025 Program Value |
|---|---|---|---|
| Annual Cash Retainer (Director) | $150,000 | $150,000 | $150,000 |
| Annual Stock Retainer (Director) | $150,000 (granted in stock) | $150,000 (granted in stock) | $160,000 (granted in stock) |
| HR Committee Chair Cash Retainer | $20,000 | $20,000 | $25,000 |
Dietz’s reported non-employee director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $150,000 | $162,582 |
| Stock Awards ($) | $149,920 | $149,987 |
| All Other Compensation ($) | $14,198 (appliances/benefits) | $4,420 (appliances/benefits) |
| Total ($) | $314,117 | $316,989 |
Additional program notes: Directors may defer retainers; annual stock retainers are granted at the annual meeting price; directors may test Whirlpool products; charitable match up to $10,000; certain legacy insurance benefits for pre-2011 directors (Dietz does not appear to have these) .
Performance Compensation
- No performance-based components for directors; annual stock awards vest immediately and are not tied to performance metrics .
Other Directorships & Interlocks
- Compensation Committee interlocks: None existed during fiscal 2024; no HR Committee members were officers/employees of Whirlpool or former officers; Dietz served as HR Committee member and Chair; no interlocks identified .
- Related person transactions: Corporate Governance & Nominating Committee reviews related party transactions; none identified as impairing independence for non-employee directors .
Expertise & Qualifications
- Senior leadership (CEO experience) and deep sales/marketing/brand management; product development/innovation and human capital management expertise; consumer products domain knowledge; aligns with WHR’s strategic imperatives and talent oversight .
- Education: Bachelor’s in marketing and economics, Northern Illinois University .
Equity Ownership
| Ownership Metric | 2024 (as of Feb 1, 2024) | 2025 (as of Feb 3, 2025) |
|---|---|---|
| Shares Beneficially Owned | 13,427 | 14,848 |
| Deferred Stock Units | — | — |
| Shares Under Exercisable Options | — | — |
| Total | 13,427 | 14,848 |
Additional alignment policies:
- Director stock ownership guideline: 5x annual cash retainer within five years; as of end of 2024, all non-employee directors met or were on track .
- Hedging and pledging: Prohibited for directors under Insider Trading Policy; comprehensive insider trading controls maintained .
Governance Assessment
- Strengths: Independence; consistent attendance; leads HR Committee with strong pay governance (independent consultant, clawbacks, ownership guidelines); disciplined pay outcomes (downward EPEP adjustment; zero PSU payout for underperformance); tightened 2025 incentive design to emphasize EBIT and remove discretion—supports investor confidence in pay-for-performance .
- Alignment: Meaningful share ownership under board guidelines; no hedging/pledging; director equity vests immediately but is part of a balanced cash/stock retainer; testing products policy minimal and disclosed .
- Conflicts/Red Flags: No related-party transactions or compensation committee interlocks; no public company interlocks disclosed for Dietz; no indications of pledging or tax gross-ups; majority voting and resignation policy provides accountability .
- External board roles: Private/nonprofit boards (Nuro, UCSF Children’s Hospital; prior Zoosk) offer technology/consumer insights without apparent WHR supply-chain/customer conflicts based on proxy disclosures .