Richard Kramer
WHIRLPOOL CORP /DE/About Richard J. Kramer
Richard J. Kramer, age 61, joined Whirlpool’s Board in 2024 as an independent director and currently serves on the Audit Committee and the Corporate Governance & Nominating Committee . He is the former Chairman, CEO, and President of The Goodyear Tire & Rubber Company (2010–January 2024) and previously was a partner at PricewaterhouseCoopers LLP, bringing extensive finance, capital structure, M&A, and operating experience to Whirlpool’s board . In 2024, each director attended at least 75% of Board and committee meetings; all directors attended the annual meeting except one due to illness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goodyear Tire & Rubber Company | Chairman, CEO, President (CEO/Chairman 2010–Jan 2024); COO; President North America; EVP & CFO; SVP Strategic Planning | 2000–Jan 2024 (various roles 2000–2024) | Led long‑term strategy, major acquisition; deep finance and capital structure oversight; product/innovation collaboration |
| PricewaterhouseCoopers LLP | Partner, Consumer Products (prior 13 years at PwC) | Pre‑2000 | Public accounting, audit and financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CNH Industrial N.V. | Director | Since 2023 | Current public company directorship |
| The Goodyear Tire & Rubber Company | Director | 2010–2024 | Prior public company board |
| The Sherwin‑Williams Company | Director | 2012–2023 | Prior public company board |
Board Governance
- Committee assignments and activity: Kramer currently serves on the Audit Committee (8 meetings in 2024) and the Corporate Governance & Nominating Committee (3 meetings in 2024), aligning with his finance, strategy, and governance background .
- Independence and expertise: The Board determined all non‑employee directors, including Kramer, are independent under NYSE standards; all Audit Committee members meet enhanced independence and financial literacy requirements (Audit Chair LaClair designated “audit committee financial expert”) .
- Attendance and engagement: In 2024, each director attended at least 75% of Board and applicable committee meetings; all attended the annual meeting except one due to illness . Independent directors meet in executive session at each Board and committee meeting .
- Board refreshment: The CG&N Committee assessed composition and recruited Kramer in 2024 as part of ongoing refreshment aligned to strategic needs .
- Outside board limits: Whirlpool limits directors to four public company boards (two if serving as a public-company executive); waivers require an affirmative Board determination that effectiveness is not impaired .
Fixed Compensation
| Component | 2024 Amount | Detail/Policy |
|---|---|---|
| Annual Cash Retainer | $150,000 | Paid quarterly; directors may elect to defer |
| Annual Stock Retainer | $150,000 (2024); $160,000 (2025) | Granted on annual meeting date; shares determined by closing price; directors may elect to defer |
| Committee Chair Fees | Audit $25,000; CG&N $20,000; Finance $15,000; HR $20,000 (rising to $25,000 in 2025) | Paid to chairs only |
| Presiding Director Fee | $40,000 | Paid to Presiding Director |
| Richard J. Kramer – 2024 Fees Earned | $129,808 | Director-specific cash earned |
| Richard J. Kramer – 2024 Stock Awards (grant-date FV) | $149,987 | Director stock awards vest immediately |
| Richard J. Kramer – 2024 All Other Compensation | $10,880 | Whirlpool product/other benefits |
| Richard J. Kramer – 2024 Total | $290,674 | Sum of above |
Additional program features:
- Deferral: Directors may defer any portion of cash and stock retainers to separation; deferred cash credited to notional funds, and deferred stock paid in shares upon departure .
- Ownership guideline: 5x annual cash retainer within 5 years; all non‑employee directors met or are on track as of 2024 year‑end .
Performance Compensation
- Directors do not have performance‑conditioned incentives; annual equity is a retainer that vests immediately and is not tied to financial or ESG metrics .
- Hedging/pledging: Whirlpool prohibits hedging by any employee or director and prohibits pledging/margin by executives and directors, reinforcing alignment .
- Clawbacks: Whirlpool’s compensation recovery policy applies to executive incentive pay; not applicable to standard director retainers .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | CNH Industrial N.V. (since 2023) |
| Prior public boards | Goodyear (2010–2024); Sherwin‑Williams (2012–2023) |
| Compensation committee interlocks | None in fiscal 2024 (Human Resources Committee interlocks not present) |
| Related‑party transactions | CG&N reviews/approves any related person transactions; no relationships identified that impair independence of non‑employee directors |
Expertise & Qualifications
- Accounting/Finance/Capital Structure; Corporate Strategy & M&A; Product Development/Innovation; global operations leadership; prior CFO experience; public accounting partner background .
- Audit oversight: Member of Audit Committee; all Audit members meet financial literacy; Audit Chair designated as the SEC “financial expert” .
- Adds CEO‑level operating experience from a complex global manufacturer (Goodyear), directly relevant to Whirlpool’s capital allocation, supply chain, and product strategy oversight .
Equity Ownership
| Ownership Element | Amount/Status | As‑of/Source |
|---|---|---|
| Shares Beneficially Owned | 1,421 | Feb 3, 2025; Beneficial Ownership table |
| Deferred Stock Units (DSUs) | — | Feb 3, 2025; Beneficial Ownership table shows “—” for DSUs |
| Ownership as % of shares outstanding | <1% | Feb 3, 2025 table notation and 55,383,933 shares outstanding on Feb 14, 2025 |
| DSUs acquired via deferral | 2,014 units (code “A”) | Apr 15–16, 2025 Form 4; deferral of annual stock award into DSU plan |
| Insider trading/pledging | Hedging prohibited for employees/directors; pledging/margin prohibited for executives/directors |
Insider transactions (Form 4):
- 2025‑04‑15/16: Acquisition of 2,014 DSUs (deferral of annual stock award into Deferred Compensation Plan II for Non‑Employee Directors), filed Apr 16, 2025 .
- 2024‑04‑16: Form 4 filed Apr 17, 2024 (annual director stock award on meeting date); see filing index .
Governance Assessment
Key positives for investor confidence:
- Strong independence and committee placement: Independent director with Audit and CG&N roles; Audit members meet enhanced independence and financial literacy standards .
- Relevant operating and financial expertise: Former CEO/Chairman and CFO with deep capital structure and M&A experience; enhances oversight of risk, capital allocation, and strategic transformation .
- Engagement and attendance: Board‑wide attendance above 75% threshold; independent directors hold executive sessions at every meeting; Kramer was part of 2024 refreshment to align board skills with strategy .
- Alignment mechanisms: 50/50 cash/stock retainer mix, optional deferral into DSUs, 5x ownership guideline, and prohibitions on hedging/pledging support long‑term alignment .
Potential watch items:
- Outside board load: Current policy caps at four boards; Kramer’s current external role (CNH Industrial) is within Whirlpool’s limits and subject to Board review if limits are exceeded .
- Performance linkage: Director equity is not performance‑based (standard market practice), so alignment relies on stock retainer, ownership guidelines, and trading restrictions rather than explicit performance metrics .
Contextual governance signals:
- Say‑on‑Pay support of 86% at the 2024 annual meeting indicates generally positive shareholder sentiment on pay practices; HR Committee employs an independent consultant (FW Cook) and refreshed elements for 2025 .
RED FLAGS
- None disclosed: No related‑party transactions, compensation committee interlocks, or pledging; independence confirmed under NYSE standards; attendance threshold met Board‑wide .