Mary Ellen Adcock

About Mary Ellen Adcock

Mary Ellen Adcock was appointed to Whirlpool Corporation’s Board of Directors on August 18, 2025, and serves as a non‑employee director on the Audit Committee and the Corporate Governance & Nominating Committee . She is Executive Vice President and Chief Merchant and Marketing Officer at The Kroger Co. (since November 2024), with prior senior leadership roles in retail operations and merchandising; she joined Kroger in 1999 . Adcock holds a business administration degree from Vanderbilt University and an MBA from the University of Colorado . Her tenure on WHR’s board began in 2025; age was not disclosed in company filings .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee member .
• Independence: Appointed as a non‑employee director; formal “independent” designation wasn’t explicitly stated in filings but she is compensated under the non‑employee director program .
• Attendance: Board met 6 times in 2024; each director met at least 75% attendance, but Adcock joined in August 2025—no 2025 attendance disclosed yet .
• Committee activity context (2024): Audit (8 meetings), Corporate Governance & Nominating (3), Human Resources (4), Finance (3) .
• Governance practices relevant to directors: Hedging and pledging/margin trading prohibited for directors; robust clawback policy; double‑trigger change‑in‑control equity vesting; no excise tax gross‑ups .

Fixed Compensation

Performance Compensation

Whirlpool’s pay‑for‑performance framework, clawbacks, and double‑trigger CIC primarily govern executive compensation; directors receive retainer‑based cash and stock with strong ownership alignment practices .

Other Directorships & Interlocks

• Potential conflict monitor: Adcock is a senior executive at Kroger, a large U.S. retailer; while no related‑party transactions are disclosed, her role at a major market participant warrants routine conflict screening and appropriate recusals if any supplier/customer matters arise . No specific related‑party transactions or committee interlocks were disclosed for Adcock in WHR’s 2025 proxy [Search attempted, none found in 2025 proxy: 1].

Expertise & Qualifications

• Domain expertise: Consumer products merchandising and retail operations, with multi‑decade operating experience at Kroger .
• Education: Vanderbilt University (business administration); University of Colorado (MBA) .
• Governance relevance: Service on Audit and Corporate Governance & Nominating Committees leverages operational and merchandising oversight to board risk and governance processes .

Equity Ownership

• Initial equity grant: $160,000 of WHR common stock, granted on annual meeting date, per non‑employee director program .
• Ownership guidelines: Directors must own WHR stock equal to 5× the annual cash retainer within 5 years of initial election; all non‑employee directors were on track or compliant as of year‑end 2024 (Adcock joined in 2025, so tracking begins from her election) .
• Hedging/pledging restrictions: Hedging prohibited for employees and directors; pledging/margin trading restricted for executives and directors .
• Beneficial ownership: Not yet disclosed for Adcock in the Feb 3, 2025 table (her appointment occurred in August 2025) .

Governance Assessment

• Positive signals:

  • Clear committee assignment to Audit and Corporate Governance & Nominating, aligning her operating and merchandising background with financial oversight and board composition/governance processes .
  • Strong alignment structures: fixed cash + equity retainers, immediate vesting stock, robust ownership guidelines (5× cash retainer), and strict hedging/pledging prohibitions .
  • Company‑wide governance practices include double‑trigger change‑in‑control equity vesting and clawbacks exceeding SEC requirements, supporting investor confidence .

• Watch items / potential conflicts:

  • External executive role at Kroger could create perceived conflicts should WHR have material commercial relationships with Kroger; no related‑party transactions disclosed, but ongoing recusal/compliance monitoring is prudent [Search attempted; none found in 2025 proxy: 1].
  • Attendance and ownership levels will need verification in the next proxy cycle given her mid‑year 2025 appointment; ensure trajectory toward 5× guideline within five years .

• Compensation appropriateness:

  • Director compensation structure is standard and market‑based; 2025 increase to stock retainer ($160k) aligns with market review by FW Cook; no meeting fees; chair fees limited to designated chairs (not applicable to Adcock currently) .

• Overall view:

  • Adcock adds relevant retail/merchandising expertise to WHR’s board with appropriate committee placements; governance policies and compensation structures mitigate common alignment risks. Key disclosures to monitor next cycle: her beneficial ownership, attendance, and any committee chair transitions .