Marc Bitzer
WHIRLPOOL CORP /DE/About Marc Bitzer
Marc R. Bitzer is Chairman of the Board and Chief Executive Officer of Whirlpool Corporation; he has served as CEO since 2017, Chairman since 2019, and as a director since 2015 (age 60) . Under his leadership, 2024 was a portfolio-transformative year: Whirlpool completed the Europe transaction with Beko, sold Middle East & Africa, reduced its stake in Whirlpool of India, delivered ~$300M structural cost take-out, repaid $500M of debt, and paid $384M in dividends, while navigating weaker U.S. housing and persistent input cost inflation . 2024 financials: revenue $16.6B (down 14.6% YoY due to divestiture), organic net sales were ~flat (-0.4%), Ongoing EBIT $887M (5.3% margin), Free Cash Flow $385M; GAAP EPS was ($5.95) and Ongoing EPS $12.21 . Total shareholder return value of an initial $100 investment in 2024 was 97 vs peer group 193, reflecting a challenging backdrop and portfolio transition dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Whirlpool Corporation | President & Chief Operating Officer | 2015–2017 | Led global operations prior to CEO role, building execution capacity ahead of portfolio changes . |
| Whirlpool Corporation | Vice Chairman | 2014–2015 | Senior leadership across strategy and operations with M&A exposure . |
| Whirlpool Corporation | President, North America; President, EMEA | 1999–2014 | Drove regional leadership and consumer brands across major geographies . |
| Boston Consulting Group | Vice President | Pre-1999 | Strategy, marketing and consumer products advisory expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BMW Group | Director | Since 2021 | Current public company board service . |
Board Governance
- Board service: Director since 2015; currently combined Chairman & CEO. All other directors are independent and committees are fully independent; a Presiding Director leads executive sessions and oversight .
- Board activity: In 2024, the Board met six times; all directors met at least 75% attendance, with committees covering Audit, Human Resources (Compensation), Finance, and Corporate Governance & Nominating .
- Dual-role implications: The Board affirmed combined Chair/CEO as optimal given Bitzer’s enterprise expertise, balanced by a strong independent Presiding Director (Samuel R. Allen, with succession planning to Greg Creed) and regular executive sessions; this mitigates independence concerns while maintaining strategic continuity .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $1,355,000 [effective Mar 1, 2024] | +3.0% ($40,000) from 2023 . |
| Perquisites (incl. aircraft personal use) | $312,669 | Aircraft personal use methodology disclosed; no tax gross-ups paid; includes $142,402 for outside board meeting travel . |
| Other Perquisites & Benefits | $4,944 | Product discounts, health evaluations . |
| Defined Contribution Contributions | $95,714 | 401(k) and restoration plan contributions . |
| Total “All Other Compensation” | $413,030 | Sum of perquisites/benefits . |
Performance Compensation
Short-Term Incentive (EPEP) – 2024
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Ongoing EBIT ($M) | 50% | 710 | 1,030 | 1,300 | 887 | 68% |
| Free Cash Flow ($M) | 50% | 180 | 460 | 740 | 385 | 73% |
| Company Performance Factor | — | — | — | — | — | 65% (downward adjusted from 70%) |
| CEO Target (% of salary) | 160% | — | $2,168,000 | $4,336,000 | — | — |
| CEO Actual Paid | — | — | — | — | — | $1,409,200 |
Design changes for 2025: weighting shifts to 70% EBIT / 30% FCF and removal of the individual performance factor for all executive officers, emphasizing margin expansion alignment .
Long-Term Incentive (SEP) – 2024 Grants and Structure
| Element | Grant Detail | Vesting / Term | Performance Metrics |
|---|---|---|---|
| 2024 SEP Target (CEO) | $11,000,000; 70% PSUs / 30% options | PSUs vest Mar 1, 2027; options vest in 3 equal annual installments (Mar 1) over 3 years; 10-year option term | PSUs: 50% Cumulative Ongoing EPS, 50% 3-year avg ROIC; payout 0–200% . |
| 2024 PSUs (CEO) | 71,190 target units | Vest Mar 1, 2027 (subject to performance) | EPS/ROIC as above . |
| 2024 Options (CEO) | 137,214 options @ $108.16 (2/19/2024) | Vest in equal tranches on Mar 1 2025/2026/2027; 10-year term | Stock price appreciation . |
PSU outcomes (prior cycle): 2022–2024 PSUs paid 0% (Cumulative Ongoing EPS $48.01 vs $50 threshold; 3-year avg ROIC 8.1% vs 10% threshold), signaling strict pay-for-performance discipline .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 209,586 | Direct/indirect beneficial ownership as of Feb 3, 2025 . |
| Deferred Stock Units (DSUs) | 67,049 | No voting rights; payable upon separation . |
| Exercisable Options | 401,013 | Within 60 days of Feb 3, 2025 . |
| Total (Shares + DSUs + Exercisable Options) | 677,648 (1.22% of class) | % of 55,383,933 shares outstanding at record date . |
| RSUs (CEO legacy retirement units) | 25,400 [Market value $2,907,792 at 12/31/2024 close] | Vests and distributes upon qualified retirement; dividend equivalents accrue until distribution . |
| Ownership Guidelines | 7x salary (CEO) | All NEOs met or are on track within 5 years . |
| Hedging/Pledging | Prohibited by policy for executives/directors | Insider Trading Policy restricts hedging; pledging/margin trading banned . |
| Option Moneyness (as of 12/31/2024) | All outstanding exercisable NEO options “underwater” | Reduces near-term exercise-driven selling pressure . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Contracts | Generally none in U.S.; case-by-case where required by local law . |
| Clawback Policy | Recoup cash/equity if restatement, misconduct, restrictive covenant violations, or other detrimental conduct; applies beyond SEC minimums . |
| Non-Compete/Non-Solicit | Restrictive covenants apply; violations may trigger clawback/forfeiture . |
| Change-in-Control (CIC) | Double-trigger agreements; CEO receives 3x base salary and 3x target bonus; others 2x; continued health/life benefits (18 months); “best-net” approach (no excise tax gross-ups) . |
| CIC Equity | Accelerated vesting or conversion subject to award terms; no single-trigger automatic acceleration in plan design . |
| Retirement Eligibility (as of 12/31/2024) | CEO eligible; options accelerate (exercise window up to 5 years); PSUs pay pro-rata based on performance; legacy RSUs vest at retirement . |
| Potential Payments on Retirement (illustrative at 12/31/2024) | Total $19,413,246 (short-term incentive $1,409,200; PSUs $14,229,062 assuming target for open cycles; options $867,192; RSUs $2,907,792) . |
Compensation Structure Analysis
- Pay mix and market benchmarking: 91% of CEO total target compensation is variable (short- and long-term) with targets set near market median; comparator group refreshed in 2024 to align scale/industry complexity .
- 2024 outcomes: Short-term incentive paid 65% of target on below-target EBIT/FCF; 2022–2024 PSUs paid 0%, evidencing tight linkage to multi-year performance .
- 2025 program shift: Introduction of time-based RSUs (30% of LTI) replacing options and increasing EBIT weighting to 70% in EPEP, which lowers personal equity risk while sharpening margin focus; no options repricing and no dividends paid on unvested PSUs/RSUs .
- Governance controls: Independent HR Committee advised by FW Cook; prohibitions on hedging/pledging; robust clawbacks; no excise tax gross-ups; no single-trigger CIC acceleration .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay (for 2023 program) approval: 86% support, informing 2025 design updates (higher EBIT weight; remove individual modifier) .
- Ongoing investor engagement on compensation metrics and governance, with Board considering feedback in program adjustments .
Performance Compensation (Detailed Table)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| EPEP Ongoing EBIT ($M) | 50% | 1,030 | 887 | 68% | Annual cash (2024) |
| EPEP Free Cash Flow ($M) | 50% | 460 | 385 | 73% | Annual cash (2024) |
| Company Performance Factor | — | — | — | 65% | Applies to EPEP payout |
| PSUs 2022–2024 | 50% EPS / 50% ROIC | EPS $50; ROIC 10% (thresholds) | EPS $48.01; ROIC 8.1% | 0% | Vested per cycle; 0% paid |
| PSUs 2024–2026 | 50% EPS / 50% ROIC | 100% target payout midpoints | In progress | 0–200% range | Vest Mar 1, 2027 |
Equity Awards & Vesting Calendar (CEO)
| Award | Quantity/Price | Key Dates |
|---|---|---|
| 2024 Options | 137,214 @ $108.16 (granted 2/19/2024) | Vesting on Mar 1, 2025/2026/2027; 10-year term . |
| 2024 PSUs | 71,190 target units | Performance period 2024–2026; vest Mar 1, 2027, subject to performance . |
| Legacy RSUs | 25,400 units (retirement RSUs) | Vests upon qualified retirement; dividend equivalents accrue . |
Investment Implications
- Alignment and risk: Underwater options reduce near-term exercise and selling pressure; hedging/pledging prohibitions and 7x salary ownership guideline enhance alignment; strict clawbacks mitigate misconduct risk .
- Incentive signal: Zero PSU payout for 2022–2024 and below-target EPEP in 2024 show robust pay-performance calibration; 2025 shift to RSUs increases retention stability but modestly lowers performance leverage, while increased EBIT weighting elevates margin execution focus .
- Governance: Combined Chair/CEO balanced by strong independent Presiding Director and fully independent committees; structured investor engagement supports responsive program design .
- Transaction/CIC economics: CEO CIC severance at 3x salary+bonus and equity vesting mechanics could be material in a sale or break-up scenario; no excise tax gross-ups and “best-net” approach contain tax leakage .
- Retention watch: CEO retirement eligibility and vesting features (retirement RSUs; option acceleration) could be a timing consideration for equity delivery and leadership transition planning; Board succession process in place .