Rudy Wilson
WHIRLPOOL CORP /DE/About Rudy Wilson
Independent director at Whirlpool Corporation since 2023; age 49. Brings 25+ years in consumer brands with senior leadership in sales, marketing, brand management, product innovation, and global operations at SC Johnson, AT&T, and PepsiCo. Currently serves on the Audit and Finance Committees and is classified as an independent director under NYSE standards. No committee chair roles disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SC Johnson | President, Global Consumer Brands | 2021–2024 | Led consumer brands globally with product development/innovation exposure |
| SC Johnson | Chief Marketing Officer, Consumer Brands Division | 2019–2021 | Senior marketing leadership across category-leading brands |
| SC Johnson | Regional Senior Vice President | 2018–2019 | Regional P&L leadership with global scope |
| AT&T | Brand/Marketing/General Management (roles) | Not disclosed | Consumer-facing brand and marketing roles |
| PepsiCo | Brand/Marketing/General Management (roles) | Not disclosed | Consumer product brand management |
External Roles
- Other public company directorships: None disclosed for Mr. Wilson in the 2025 proxy profile.
- Compensation committee interlocks: Whirlpool disclosed no compensation committee interlocks existed in 2024.
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all non‑employee directors (including Wilson) meet NYSE independence standards; no relationships that impair independence identified. |
| Committee assignments | Audit Committee; Finance Committee. Not a chair. |
| Committee activity (2024) | Audit met 8x; Finance met 3x. Mr. Wilson is listed as a member of both committees. |
| Attendance | Board stated each director attended at least 75% of Board/committee meetings on which they served in 2024; all but one director attended the 2024 annual meeting (illness). |
| Lead independent oversight | Presiding Director structure in place (Samuel R. Allen); independent directors meet in executive session at each Board and committee meeting. |
| Risk/ESG oversight | Audit oversees financial reporting, controls, product safety and cybersecurity; Finance oversees capital structure/liquidity; Board/committees maintain multi‑layered risk oversight; ESG oversight integrated at Board and committee levels. |
Fixed Compensation (Non‑Employee Director Program and Wilson’s 2024 Actuals)
| Compensation Element | 2024 Program | 2025 Program | Notes |
|---|---|---|---|
| Annual Cash Retainer | $150,000 | $150,000 | Paid quarterly |
| Annual Stock Retainer | $150,000 | $160,000 | Granted at annual meeting; shares determined by meeting-date close; stock vests immediately |
| Committee Chair Fees | Audit $25,000; CG&N $20,000; Finance $15,000; HRC $20,000 | Audit $25,000; CG&N $20,000; Finance $15,000; HRC $25,000 | 2025 increase for HRC Chair |
| Presiding Director Fee | $40,000 | $40,000 | Additional annual cash retainer |
| Deferrals | Cash and stock retainers may be deferred until service ends | — | Directors may elect deferral; stock grants may be deferred |
| Ownership Guidelines | 5x cash retainer within 5 years | — | All non‑employee directors met or are on track as of 2024 year‑end |
| Rudy Wilson – 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $150,000 |
| Stock Awards (grant-date value) | $149,987 |
| All Other Compensation (Whirlpool appliances/other benefits) | $12,450 |
| Total | $312,436 |
Director stock awards vest immediately; as of Dec 31, 2024 no non‑employee director had outstanding stock awards due to immediate vesting.
Performance Compensation
- Not applicable for non‑employee directors; compensation consists of fixed cash and equity retainers with immediate vesting; no annual performance metrics, options, or PSUs are part of the director program.
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Tenure |
|---|---|---|---|
| None disclosed | — | — | — |
- No Human Resources Committee interlocks existed at Whirlpool in 2024.
Expertise & Qualifications
- Sales/Marketing/Brand: Senior marketing and brand leadership at SC Johnson; earlier roles at AT&T and PepsiCo.
- Consumer Products: Extensive experience across consumer-facing brands and categories.
- Product Innovation/Development: Managed category-leading brands and new category disruptors.
- Global Operations: Roles with global scope at SC Johnson; international experience.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 1,421 shares (as of Feb 3, 2025) |
| Deferred Stock Units | None disclosed for Wilson |
| Ownership % of outstanding shares | ~0.0026% (1,421 / 55,383,933 shares outstanding) |
| Ownership guideline | Directors must hold stock equal to 5x cash retainer within 5 years; all non‑employee directors met or are on track (as of end 2024) |
| Hedging/Pledging | Prohibited for directors under Insider Trading/Hedging policy |
Governance Assessment
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Strengths
- Independent director with directly relevant consumer/brand and innovation expertise; serves on Audit and Finance during a period of portfolio transformation and capital structure focus.
- Independence affirmed under NYSE standards after annual review; no relationships identified that would impair independence.
- Strong governance architecture: executive sessions each meeting; defined Presiding Director responsibilities; hedging/pledging prohibited; robust director ownership guidelines.
- Shareholder alignment signals: 50/50 cash/stock retainer (2024), immediate vesting, and ownership guideline compliance/on-track status across non‑employee directors.
- 2024 Say‑on‑Pay support at 86%, indicating generally supportive investor sentiment toward pay governance.
-
Potential Watch‑Items / RED FLAGS
- None apparent specific to Wilson in the proxy: no other public company board interlocks disclosed; Human Resources Committee interlocks reported as none in 2024.
- “All Other Compensation” for Wilson ($12,450; Whirlpool products/benefits) is modest but should be monitored for optics if it increases meaningfully.
- Attendance disclosure is aggregate; while Board reports all directors met ≥75%, issuer does not disclose individual director attendance—investors may prefer individual transparency.
-
Related‑Party / Conflicts
- Corporate Governance & Nominating Committee reviews related person transactions; 2024 review indicated transactions in the ordinary course did not exceed NYSE thresholds and did not impair independence of non‑employee directors.
-
Committee Effectiveness Notes
- Audit: 8 meetings in 2024; scope includes financial reporting integrity, compliance, product safety, EHS, cybersecurity, and internal audit oversight. Wilson is a member.
- Finance: 3 meetings in 2024; scope includes capital structure, liquidity, dividends/hedging, and portfolio/debt oversight. Wilson is a member.
Overall, Wilson’s consumer/brand and product innovation background, combined with Audit and Finance committee roles and independence status, support board effectiveness with no disclosed conflicts or interlocks that would undermine investor confidence.