Gerri Elliott
WHIRLPOOL CORP /DE/About Gerri T. Elliott
Independent director of Whirlpool Corporation since 2014; age 68. Elliott brings global sales and marketing experience and extensive technology and cybersecurity expertise from senior executive roles at Cisco, Juniper Networks, Microsoft, and 22 years at IBM, including Asia Pacific leadership. The Board has determined she is independent under NYSE standards, and she serves on the Finance and Human Resources Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Executive Vice President and Chief Customer and Partner Officer | 2018–2022 | Led global customer and partner engagement; technology and cybersecurity oversight experience |
| Juniper Networks | Executive Vice President, Strategic Advisor, and Chief Customer Officer; earlier roles 2009–2014 | 2013–2014 (advisor/CCO); employed 2009–2014 | Strategic advisory; customer leadership in high-performance networking |
| Microsoft Corporation | Corporate Vice President, Worldwide Public Sector Organization | 2004–2008 | Global public sector strategy and sales leadership |
| IBM Corporation | Senior executive positions (U.S. and internationally, including Asia Pacific operations) | ~22 years | Global operations, international work experience; Asia Pacific leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marqeta, Inc. | Director (prior) | 2021–2024 | Payments technology experience; no current WHR interlock disclosed |
| Marvell Technology Group Ltd. | Director (prior) | 2017–2018 | Semiconductor/cybersecurity oversight (prior) |
| Mimecast Limited | Director (prior) | 2017–2018 | Email security governance (prior) |
| Imperva, Inc. | Director (prior) | 2015–2018 | Application/data security governance (prior) |
| Bed Bath & Beyond, Inc. | Director (prior) | 2014–2017 | Consumer retail board experience (prior) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent under NYSE standards; all non‑employee directors meet independence standards |
| Board Committees (2024) | Human Resources (4 meetings) and Finance (3 meetings); Elliott is a member (not Chair) of both |
| Chair Roles | None (HR Committee Chair: Diane M. Dietz; Finance Committee Chair: John D. Liu) |
| Attendance & Engagement | Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting except one due to illness |
| Lead Independent/Presiding Director | Presiding Director: Samuel R. Allen; succession planning to appoint Greg Creed (subject to re‑election) |
| Executive Sessions | Independent directors meet in executive session at each board and committee meeting |
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $150,000 | Paid quarterly |
| Annual Stock Retainer | $149,987 | Granted at annual meeting; number of shares based on closing price; vests immediately |
| Committee Chair Fees | $0 | Not a chair; HR Chair = $20,000 (raised to $25,000 for 2025), Finance Chair = $15,000 |
| Presiding Director Fee | $0 | $40,000 applies only to Presiding Director |
| All Other Compensation | $3,165 | Whirlpool appliances/benefits; no life insurance premiums shown for Elliott |
| Total 2024 Compensation | $303,152 | Sum of fees, stock awards, other comp |
Program updates: For 2025, annual stock retainer increased to $160,000; HR Chair cash retainer increased to $25,000 (no impact unless she becomes chair). Deferrals permitted for cash and stock retainers until departure from the Board. Directors can test Whirlpool products; charitable contributions matched up to $10,000 annually.
Performance Compensation (Director)
| Element | Structure | Metrics/Vesting |
|---|---|---|
| Equity (annual stock retainer) | Fixed-value stock grant (50% of total 2024 director retainer) | Vests immediately; no performance metrics; deferral election available |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Elliott in 2025 WHR proxy summary; other WHR directors list current boards where applicable |
| Prior public company boards | Marqeta (2021–2024), Marvell (2017–2018), Mimecast (2017–2018), Imperva (2015–2018), Bed Bath & Beyond (2014–2017) |
| Compensation committee interlocks | None existed during fiscal 2024; Elliott served on HR Committee (independent) |
Expertise & Qualifications
- Global sales/marketing; technology and cybersecurity; international operations (IBM Asia Pacific); corporate governance and sustainability; aligns with Board’s focus on strategy, risk, and ESG oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Deferred Stock Units | Exercisable Options | Total | % of Outstanding |
|---|---|---|---|---|---|
| Gerri T. Elliott | 11,221 | — | — | 11,221 | <1% |
| Shares outstanding (record date) | 55,383,933 | — | — | — | — |
Ownership alignment and policies:
- Director Stock Ownership Guideline: 5x annual cash retainer within 5 years; as of end‑2024, all non‑employee directors met or were on track.
- Hedging/Pledging: Prohibited for executive officers and directors under Insider Trading Policy; margin trading also restricted.
Compensation Structure Analysis
- Mix: Balanced cash and immediate‑vesting stock (50/50 in 2024), fostering alignment without short‑term meeting fees.
- Governance features: Deferral elections available; no excise tax gross‑ups; hedging/pledging banned; robust clawbacks on variable pay apply to executives; director equity is fixed retainer (no options).
- 2025 changes: Modest lift in stock retainer; HR Chair cash retainer increased, consistent with market benchmarking via FW Cook.
Related Party Transactions (and Conflicts)
- Independence review found no relationships impairing independence of non‑employee directors; related person transaction oversight sits with Corporate Governance & Nominating Committee under written procedures. No RPTs involving Elliott disclosed.
Risk Indicators & RED FLAGS
- Legal/SEC issues: None disclosed relating to Elliott.
- Hedging/Pledging: Prohibited for directors (alignment positive).
- Committee interlocks: None in 2024 (mitigates conflict risk).
- Attendance: Board/committee attendance thresholds met at aggregate level (engagement positive).
- RED FLAGS: None identified from disclosed materials specific to Elliott.
Compensation Peer Group (Benchmarking context for WHR pay practices)
3M; Carrier Global; Colgate‑Palmolive; Cummins; Eaton; Emerson; Fortune Brands Innovations; Goodyear; Illinois Tool Works; Johnson Controls; Kellanova; Kimberly‑Clark; Lear; Masco; Mohawk Industries; Newell Brands; Parker Hannifin; Stanley Black & Decker; Textron; Trane Technologies.
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 86% of votes cast supported WHR’s program (excluding abstentions and broker non‑votes).
- 2025 agenda includes advisory vote to approve executive compensation (Item 2).
- Ongoing investor engagement on compensation metrics and governance disclosed.
Governance Assessment
- Committee roles and expertise: Elliott’s technology/cybersecurity and global operations background complements service on Finance (capital allocation, liquidity, risk) and Human Resources (executive pay, HCM) committees; enhances oversight of capital structure and talent strategy without chair responsibilities.
- Alignment: Independent status, stock ownership guideline framework, and anti‑hedging/pledging policies reinforce investor alignment; beneficial ownership disclosed with no options/pledges.
- Engagement and attendance: Board‑level attendance thresholds met; executive sessions each meeting; strong governance infrastructure (majority voting, presiding director responsibilities, third‑party board evaluations).
- Conflicts: No related‑party transactions or compensation committee interlocks; no disclosed conflicts tied to Elliott’s prior board roles.
Overall, disclosures support confidence in Elliott’s independence and board effectiveness, with relevant technology and cybersecurity expertise benefitting WHR’s oversight amid digital initiatives and risk management.