John Morikis

About John G. Morikis

John G. Morikis (age 61) joined Whirlpool Corporation’s Board on February 17, 2025, as an independent director with a 40-year consumer products and operations background at The Sherwin-Williams Company, including service as Chairman and CEO . He currently serves on Whirlpool’s Corporate Governance & Nominating and Human Resources Committees, bringing global operations, supply chain/logistics, and consumer products expertise to the board . Whirlpool’s board has determined all non-employee directors meet NYSE independence standards and conduct executive sessions at each board and committee meeting .

Past Roles

External Roles

Board Governance

• Committee assignments: Corporate Governance & Nominating; Human Resources (member) .
• Committee chairs: Corporate Governance & Nominating chaired by Samuel R. Allen; Human Resources chaired by Diane M. Dietz .
• Independence: Board determined all non-employee directors satisfy NYSE independence; committees comprised solely of independent directors .
• Executive sessions: Independent directors meet in executive session at each board and committee meeting .
• Board/committee cadence: In 2024, Board met 6 times; Audit 8; Corporate Governance & Nominating 3; Human Resources 4; Finance 3; each director attended at least 75% of meetings; all directors attended the annual meeting except one due to illness (Morikis joined in 2025) .
• Election support: 2025 shareholder vote for Morikis—For: 39,053,555; Against: 941,359; Abstain: 261,574; Broker Non-Votes: 8,686,741 .

Fixed Compensation

Other director program features:

• Deferrals permitted for cash and stock retainers; cash deferrals can accrue interest or be allocated to notional investments; stock grants payable upon board departure .
• Perquisites: product testing for home use; charitable match up to $10,000; life insurance and travel accident insurance for eligible directors; reimbursement for board-related travel and qualified director education .
• Director stock ownership guideline: Own Whirlpool stock equal to 5x annual cash retainer within five years; directors reviewed annually for progress .

Performance Compensation

• Non-employee directors do not receive performance-conditioned pay (no PSUs/options tied to metrics for director compensation; annual stock retainer vests immediately) .

Other Directorships & Interlocks

Expertise & Qualifications

• Senior leadership at large global enterprise; COO experience in global supply chain/manufacturing/logistics .
• Deep consumer products insight; board experience across multiple consumer companies .
• Strategic and operational credibility in U.S. homebuilder market and resilient supply chains (as noted by Whirlpool’s CEO) .

Equity Ownership

Governance Assessment

• Independence and committee placement: Morikis is independent and placed on governance and compensation committees, aligning his global operations and human capital expertise with board oversight needs .
• Shareholder confidence signals: Strong 2025 election support for Morikis (39.05M for) and advisory “Say-on-Pay” support (For: 37,081,099; Against: 2,827,537; Abstain: 347,852; Broker Non-Votes: 8,686,741) indicate investor confidence in board composition and compensation oversight .
• Director compensation structure: Balanced cash/equity retainers, immediate vesting of stock, robust ownership guideline (5x retainer), and hedging/pledging prohibitions support alignment without encouraging short-termism .
• Related-party/conflicts: Corporate Governance & Nominating Committee reviews related person transactions; independence affirmed with no relationships impairing non-employee director independence; 2024 Human Resources Committee reported no interlocks (Morikis joined in 2025) .
• Board effectiveness: Executive sessions at every meeting, defined presiding director responsibilities, committee-level risk oversight (including compensation risk assessment and ESG monitoring) enhance governance quality .

RED FLAGS and Watch Items:

• Early-tenure ownership is modest (1,650 shares; ~0.003% of outstanding), but consistent with new appointment and subject to five-year guideline; monitor accumulation toward guideline .
• External board commitments: Sherwin-Williams board service through April 2025 and General Mills require time management; Whirlpool updated guidelines limit total public boards to four, with board discretion to waive if no impairment—monitor for overboarding risk if roles change .
• Equity plan expansion: 2025 approval of Amendment No. 2 increased share pool for incentive awards (adds 3,277,000 shares), relevant for dilution considerations and long-term alignment (director stock retainer funded from plan) .

Director Election and Shareholder Votes (2025)

Committee Structure and 2024 Cadence (Context)

Notes on Appointment and Compensation Disclosure

• Appointment: Board appointed Morikis January 17, 2025; effective immediately; press release February 17, 2025 .
• Committee service: Corporate Governance & Nominating and Human Resources .
• Director pay specifics: Annual cash retainer $150,000 and annual equity (Whirlpool common stock) $160,000, consistent with other non-employee directors .