James Loree
WHIRLPOOL CORP /DE/About James M. Loree
Independent director of Whirlpool Corporation (WHR) since 2017; age 66. Currently serves on the Audit and Finance Committees. Former President and CEO of Stanley Black & Decker and, since July 1, 2024, Chief Executive Officer of Serta Simmons Bedding; joined Serta’s board in July 2023 . The Board has determined all non‑employee directors, including Loree, meet NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker, Inc. | President & CEO | 2016 – June 2022 | Led global consumer/industrial products strategy and operations |
| Stanley Black & Decker, Inc. | President & COO | 2013 – 2016 | Operating leadership across supply chain/manufacturing |
| Stanley Black & Decker, Inc. | COO | 2009 – 2013 | Enterprise operations; logistics |
| Stanley Black & Decker, Inc. | EVP & CFO | 2002 – 2009 | Capital allocation, reporting |
| Stanley Black & Decker, Inc. | VP & CFO | 1999 – 2002 | Financial leadership |
| General Electric | Finance/Operating roles | 1980 – 1999 | Increasing responsibility in business/corporate/financial services |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Serta Simmons Bedding, LLC | Chief Executive Officer | Jul 1, 2024 – Present | Director since Jul 2023 |
| United Natural Foods, Inc. | Director | 2023 – Present | Public company board |
| Stanley Black & Decker, Inc. | Director | 2016 – 2022 | Prior public company board |
| Harsco Corporation | Director | 2010 – 2016 | Audit Committee Chair (2012 – 2016) |
Board Governance
- Committee assignments: Audit and Finance; not a chair. Audit (8 meetings in 2024) oversees financial reporting, controls, compliance, cybersecurity, EHS, product safety; Finance (3 meetings in 2024) oversees capital structure, liquidity, allocation, hedging .
- Independence: All non‑employee directors are independent under NYSE standards; all Audit and HR Committee members meet enhanced independence requirements; Audit members have financial literacy; Audit Chair qualifies as “financial expert” .
- Attendance: In 2024, the Board met six times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the annual meeting except one due to illness .
- Executive sessions: Independent directors meet in executive session at each Board and committee meeting; board leadership includes an independent Presiding Director .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $150,000 | Paid quarterly; can defer |
| Annual Stock Retainer | $149,987 | Granted on annual meeting date; shares determined by dividing retainer by closing price; vests immediately |
| All Other Compensation | $3,518 | Whirlpool products for personal use (perquisites) |
| Total | $303,505 | — |
- 2025 program changes: Annual stock retainer increased to $160,000; HR Committee Chair cash retainer increased to $25,000; Presiding Director cash retainer remains $40,000 .
Performance Compensation
| Feature | Details | Governance/Controls |
|---|---|---|
| Performance-based pay | None for non‑employee directors; compensation is cash and stock retainers; equity vests immediately | |
| Equity award type | Annual stock retainer; no director stock options outstanding as of year‑end | |
| Grant timing | Stock retainer granted on annual meeting date; shares based on closing price | |
| Hedging/Pledging | Hedging prohibited for all employees and directors; pledging/margin trading prohibited for executives and directors | |
| Clawbacks | Company maintains clawback provisions exceeding SEC requirements for incentive compensation; applies broadly to variable pay/equity agreements (policy focus is on executives) |
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Compensation Committee interlocks | None existed during fiscal 2024; HR Committee members (including Loree during 2024) were not officers/employees of Whirlpool |
| Board service limits | Updated guidelines: max 4 public boards; max 2 public boards for executive officers of publicly traded companies; waivers require board determination of no impairment to service |
Expertise & Qualifications
- Senior leadership of large public company; finance, accounting, capital allocation; global supply chain/manufacturing/logistics; sustainability leadership in consumer products .
- Committee-relevant experience for Audit (financial literacy) and Finance (capital structure/strategy oversight) .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares Beneficially Owned | 6,519 |
| Deferred Stock Units | 2,462 |
| Shares Under Exercisable Options | — (none disclosed for directors) |
| Total (Beneficial Ownership + DSUs) | 8,981; <1% of class |
- Director stock ownership guidelines: 5× annual cash retainer within five years; all non‑employee directors met or were on track as of end‑2024 .
- Pledging/hedging: Prohibited under Insider Trading Policy, mitigating alignment risk .
- Outstanding director stock awards: None at year‑end due to immediate vesting of director stock grants .
Governance Assessment
-
Strengths:
- Independent director with deep operating and financial credentials; serves on Audit and Finance, aligning skills with oversight needs .
- Strong independence framework, financial literacy on Audit, and robust insider trading/hedging restrictions enhance investor alignment .
- Solid engagement indicators: Board met six times; committee cadence suggests active oversight; all directors met minimum attendance threshold .
- Director pay structure balanced cash/equity; no director options; immediate vesting and ownership guidelines support skin‑in‑the‑game without excessive risk .
-
Watch items:
- Multi‑role commitments: CEO of Serta Simmons plus two public boards (WHR, UNFI); Board policy caps public board service to promote focus—continued monitoring of time commitments advisable, though current roles appear within guidelines (UNFI + WHR; Serta Simmons is private) .
- Related‑party safeguards: The Corporate Governance & Nominating Committee reviews related‑person transactions; 2024 independence review found no relationships impairing independence—maintain monitoring as portfolio changes continue .
-
Signals:
- HR Committee service in 2024 (no interlocks) followed by current focus on Audit/Finance indicates rotation toward financial/risk oversight amid portfolio transformation .
- Board’s enhanced ERM and cybersecurity oversight cadence aligns with Loree’s operational background, supporting board effectiveness during transformation and cost‑takeout initiatives .