Jennifer LaClair
WHIRLPOOL CORP /DE/About Jennifer A. LaClair
Independent director at Whirlpool Corporation (WHR) since 2020; age 53. She chairs the Audit Committee and serves on the Corporate Governance & Nominating Committee, with deep finance, accounting, technology/cyber, and transformation expertise developed across financial services and payments technology roles . The Board has determined she is independent and qualifies as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ally Financial Inc. | Chief Financial Officer | 2018–2022 | Led finance and transformation; technology exposure via operating roles |
| PNC Financial Services | CFO of all businesses; Head of Business Bank | ~10 years at PNC (dates not individually specified) | Finance leadership across business units; banking operations |
| McKinsey & Company | Consultant | Not disclosed | Strategy and operations advisory |
| World Education; Harvard Institute of International Development | International economic development roles | Not disclosed | International experience; development economics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiserv Inc. | Head of Merchant Solutions | Since Jan 2024 | Leads global payments tech business |
| Fiserv Inc. | Chief Revenue Officer | Jul–Dec 2023 | Revenue growth and go-to-market oversight |
| Federal Reserve Bank of Richmond | Director; Chair, National Information Technology Committee | Not disclosed | Oversees national IT committee; technology governance |
Board Governance
- Committee assignments: Audit (Chair); Corporate Governance & Nominating member .
- Independence and expertise: Board determined she is independent; Audit committee members meet enhanced independence standards; LaClair qualifies as an “audit committee financial expert” and has accounting and financial management expertise .
- Board and committee activity: Board met 6 times in 2024; Audit Committee met 8 times; Corporate Governance & Nominating met 3 times; every director attended at least 75% of Board and committee meetings; executive sessions of independent directors occur at each Board and committee meeting .
- HR Committee context (for governance quality): HR Committee members are all independent; FW Cook serves as the independent compensation consultant; no compensation committee interlocks existed in 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $165,728 | Includes Board retainer and Audit Chair cash fee |
| Stock awards (annual stock retainer) | $149,987 | Director stock retainer; grants vest immediately |
| All other compensation | $1,807 | Whirlpool appliances and other benefits |
| Total | $317,522 | Sum of components |
Director compensation program elements:
- Annual cash retainer: $150,000 (2024 and 2025) .
- Annual stock retainer: $150,000 (2024); $160,000 (2025) .
- Committee chair fees (annual, cash): Audit $25,000; Corporate Governance & Nominating $20,000; Finance $15,000; Human Resources $20,000 (raised to $25,000 in 2025) .
- Presiding Director fee: $40,000 .
- Deferral: Directors may defer cash and stock retainers until they cease Board service .
- Director stock ownership guideline: 5x the annual cash retainer within 5 years of initial election; as of end-2024, all non-employee directors met or were on track .
Performance Compensation
- Directors are not granted performance-based equity (no PSUs/options); annual director equity is a stock retainer that vests immediately, designed for alignment rather than performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for LaClair in WHR proxy |
| Other boards | Federal Reserve Bank of Richmond (non-public); Chair of National Information Technology Committee |
| Shared directorships with WHR competitors/suppliers/customers | None disclosed; Corporate Governance & Nominating Committee reviewed relationships and found no impairments to independence |
| Compensation committee interlocks | None existed in 2024 |
Expertise & Qualifications
- Finance and accounting, audit leadership; SEC “audit committee financial expert” designation .
- Technology and cybersecurity oversight via Fiserv roles and chairing the FRB Richmond National IT Committee .
- Business transformation, legal/regulatory exposure from financial services leadership .
- International experience from global payments leadership and prior international development roles .
Equity Ownership
| Ownership element | Amount |
|---|---|
| Shares beneficially owned | 4,605 |
| Deferred stock units (no voting rights) | 991 |
| Total beneficial + DSUs | 5,596 |
| % of shares outstanding | ~0.010% (5,596 ÷ 55,383,933 shares outstanding) |
| Shares pledged as collateral | None disclosed; hedging and pledging prohibited for directors |
| Director ownership guideline status | All non-employee directors met or were on track by end-2024 |
Governance Assessment
- Strengths: Audit Chair with SEC-designated financial expert status; strong independence; robust oversight of financial reporting, product safety, EHS, cybersecurity, and compliance within Audit remit; executive sessions at every Board and committee meeting; hedging/pledging prohibited and enhanced clawback policy in place .
- Board effectiveness signals: Active committee work (Audit 8 meetings; CG&N 3 meetings), annual strategy and risk oversight; ESG oversight integrated; strong investor engagement and majority voting/resignation policies .
- Shareholder confidence indicators: 2024 Say-on-Pay approval at 86%; FW Cook retained as independent compensation consultant; no HR Committee interlocks .
- Potential conflicts/risks: No related-person transactions or independence impairments identified; time-commitment addressed by WHR’s guideline limiting outside public boards (limit 4; limit 2 if a public company executive) — LaClair’s disclosed roles comply with these limits .
- RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or compensation anomalies for directors .