John Liu
WHIRLPOOL CORP /DE/About John Liu
John D. Liu, age 56, has served as an independent director of Whirlpool Corporation since 2010. He is Finance Committee Chair and a member of the Audit Committee, bringing deep finance, M&A, and investment management expertise; he is CEO of Essex Equity Capital Management and Managing Partner of Richmond Hill Investments since 2008. Liu holds an MBA from Wharton and a bachelor’s degree from Harvard; earlier roles include Greenhill & Co. (CFO and Co-Head of U.S. M&A), Wolfensohn & Co., and DLJ; he is also a director of Amkor Technology, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essex Equity Capital Management | Chief Executive Officer | Since 2008 | Leads investment strategy and governance oversight . |
| Richmond Hill Investments | Managing Partner | Since 2008 | Investment management leadership; global strategy . |
| Greenhill & Co., Inc. | CFO; Co-Head U.S. M&A | 12 years prior to 2008 | Finance leadership, M&A execution, regulatory experience . |
| Wolfensohn & Co.; Donaldson, Lufkin & Jenrette | Early career roles | Not disclosed | Foundational finance/analyst experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amkor Technology, Inc. | Director | Since Dec 2024 | Board-level oversight (semiconductor packaging) . |
| Greenhill & Co., Inc. | Director (prior) | 2017–2023 | Governance, finance oversight . |
Board Governance
- Committee assignments: Finance Committee Chair; Audit Committee member .
- Committee activity (2024): Audit met 8 times; Finance met 3 times; Board met 6 times .
- Attendance: Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting except one due to illness .
- Independence: Board determined all non‑employee directors (including Liu) meet NYSE independence standards; all committees are composed solely of independent directors .
- Board leadership: Combined Chair/CEO with independent Presiding Director; independent directors hold executive sessions at each Board and committee meeting .
- ESG & risk oversight: Audit oversees financial reporting, compliance, cybersecurity; Finance oversees capital structure, liquidity, hedging and capital allocation .
Fixed Compensation
| Element | Amount (2024) | Notes |
|---|---|---|
| Annual Cash Retainer | $150,000 | Paid quarterly; half of total retainer in cash . |
| Finance Committee Chair Cash Retainer | $15,000 | Additional annual chair fee . |
| Annual Stock Retainer | $150,000 | Granted at annual meeting; vests immediately . |
| Presiding Director Retainer (if applicable) | N/A | $40,000 for Presiding Director; not applicable to Liu . |
| John D. Liu – Fees Earned (Cash) | $165,000 | Base plus Finance Chair retainer . |
| John D. Liu – Stock Awards | $149,987 | Annual stock retainer value . |
| John D. Liu – All Other Compensation | $18,425 | Life insurance premiums $9,288; appliances/other $9,137 . |
| John D. Liu – Total | $333,412 | Sum of compensation elements . |
| 2025 Stock Retainer (Board-approved) | $160,000 | Increase effective 2025 . |
Performance Compensation
- Whirlpool does not use performance-based pay for non-employee directors; annual stock retainers vest immediately with no performance metrics .
Other Directorships & Interlocks
| Company | Relationship to WHR | Potential Interlock/Conflict |
|---|---|---|
| Amkor Technology, Inc. (current) | Unrelated industry (semiconductor packaging) | No related-person transactions disclosed; independence affirmed . |
| Greenhill & Co., Inc. (prior) | Unrelated to consumer appliances | No interlocks with WHR compensation committee; none in FY2024 . |
Expertise & Qualifications
- Finance and accounting expertise; former public-company CFO; capital structure experience .
- Corporate strategy and M&A leadership; global business exposure .
- Legal/regulatory awareness from investment banking and fund management work .
- Education: MBA (Wharton), BA (Harvard); Rotary Foundation Scholar (Hong Kong) .
Equity Ownership
| Metric (as of Feb 3, 2025) | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 2,421 | Direct/indirect ownership . |
| Deferred Stock Units | 17,245 | Payable upon leaving Board; no voting rights . |
| Options (Exercisable/Unexercisable) | — | None disclosed for directors . |
| Total (Shares + DSUs + Options) | 19,666 | Aggregate beneficial and deferred holdings . |
| Ownership % of Outstanding | * | Less than 1% . |
| Director Stock Ownership Guideline | 5x annual cash retainer | Compliance met or on-track for all non-employee directors . |
| Hedging/Pledging | Prohibited | Hedging restrictions for directors; pledging/margin trading restricted for executives/directors under policy . |
Insider Trades
| Date | Form | Description | Source |
|---|---|---|---|
| Apr 16, 2025 | Form 4 | Statement of changes in beneficial ownership (routine filing) | |
| Sep 25, 2025 | Form 4 | Dividend Equivalent Units accrued upon dividend paid Sep 23, 2025 |
Governance Assessment
- Board effectiveness: As Finance Committee Chair and Audit member, Liu is central to capital allocation, liquidity, hedging oversight, and financial reporting integrity—roles critical during WHR’s portfolio transformation and deleveraging .
- Independence and conflicts: NYSE independence affirmed; no related-person transactions impairing independence; no HR compensation committee interlocks in 2024—reducing conflict risk .
- Engagement: Committee activity and Board-level attendance thresholds met; governance structure with independent executive sessions supports robust oversight .
- Compensation alignment: Director pay is balanced between cash and stock, with ownership guidelines at 5x cash retainer; Liu holds shares/DSUs and is within policy—positive alignment signals .
- Shareholder signals: 2024 Say-on-Pay support at 86% and ongoing investor engagement reinforce governance stability; clawback, insider trading, and anti-hedging/pledging policies further strengthen investor confidence .