Samuel Allen
WHIRLPOOL CORP /DE/About Samuel R. Allen
Samuel R. Allen, age 71, is Whirlpool Corporation’s independent Presiding Director, serving on the Board since 2010 and as Presiding Director since 2017; he is slated to retire from the Board in 2026 as part of orderly succession planning . He is the former Chairman and Chief Executive Officer of Deere & Co., with extensive global operations, manufacturing, and human resources leadership experience; he joined Deere in 1975 and held roles across major divisions and geographies (Latin America, China/East Asia, Australia) . He is independent under NYSE standards, with no relationships that impair independence, and serves as Chair of the Corporate Governance & Nominating Committee and as a member of the Human Resources Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Co. | Chairman | 2010–2020 | Led governance and strategy through multiple cycles |
| Deere & Co. | President & CEO | 2009–2010 | Oversaw global manufacturing and operations |
| Deere & Co. | President & COO | Jun–Aug 2009 | Executed operational leadership in transition |
| Deere & Co. | Various leadership roles (Consumer Products, Worldwide Construction & Forestry, John Deere Power Systems, Worldwide Agricultural) | 1975–2009 | Global roles across Latin America, China/East Asia, Australia |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dow Inc. | Director | Since 2019 | Current public company directorship |
| Deere & Co. | Director | 2009–2020 | Prior public company directorship |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Human Resources .
- Presiding Director responsibilities include coordinating agendas with the Chair/CEO, leading executive sessions, serving as focal point for shareholder communications with independent directors, engaging independent advisors, and assisting with CEO performance evaluations; Board intends to elect Greg Creed as future Presiding Director upon Allen’s retirement and shareholder re-election of Creed .
- Independence: Board determined all non-employee directors (including Allen) meet NYSE independence standards; Audit and HR Committees composed solely of independent directors, with required expertise and financial literacy .
- Attendance and engagement: In 2024 the Board met six times; each director attended at least 75% of Board/committee meetings; all directors attended the annual meeting except one due to illness .
- Committee activity in 2024: Corporate Governance & Nominating (3 meetings; led board composition refresh recruiting Richard Kramer); Human Resources (4 meetings; reviewed HCM and insider trading policy) .
Fixed Compensation
| Element | 2024 Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $150,000 | Paid quarterly; 50/50 cash/stock program |
| Presiding Director Additional Cash | $40,000 | Allen is Presiding Director |
| Corporate Governance & Nominating Chair Cash | $20,000 | Allen is Committee Chair |
| Total Cash Fees (Allen) | $210,000 | Sum of retainers and chair/lead fees |
| All Other Compensation (Allen) | $1,807 | Whirlpool product testing and benefits |
- Program updates: For 2025, annual stock retainer increased to $160,000; HR Chair cash retainer increased to $25,000 (Allen is not HR Chair) .
Performance Compensation
| Equity Element | 2024 Amount | Grant Mechanics |
|---|---|---|
| Annual Stock Retainer (Allen) | $149,987 | Granted at annual meeting; shares determined by dividing cash retainer by closing price; vest immediately |
| Stock Retainer Policy | $150,000 (2024); $160,000 (2025) | 50% of total director retainer delivered in stock |
Directors are not granted performance-based equity (e.g., PSUs) as part of regular board compensation; stock awards vest immediately, reinforcing alignment but without performance metrics .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other public boards | Dow Inc. (current); Deere & Co. (prior) |
| Compensation Committee interlocks | None existed during fiscal 2024; all HR Committee members (including Allen) were independent non-employees |
| Related person transactions | Corporate Governance & Nominating Committee oversees; no relationships identified that impair independence of non-employee directors |
Expertise & Qualifications
- Senior leadership at large/complex organizations (Chairman/CEO, Deere & Co.), global manufacturing/operations, corporate governance from service on multiple public company boards .
- Human resources leadership (President, Corporate HR at Deere; Presiding Director assists in CEO evaluation) .
- International operating experience (Latin America, China/East Asia, Australia) supporting Whirlpool’s global scope .
Equity Ownership
| Holder | Shares Beneficially Owned | Deferred Stock Units | Shares Under Exercisable Options | Total | % of Outstanding |
|---|---|---|---|---|---|
| Samuel R. Allen | 20,142 | — | — | 20,142 | <1% |
- Director stock ownership guidelines require 5x the annual cash retainer within five years of joining the Board; as of end of 2024, all non-employee directors had met or were on track to meet the requirement .
- Hedging is prohibited for directors; pledging/margin trading prohibited for executive officers and directors under Insider Trading Policy .
Governance Assessment
- Board effectiveness: As Presiding Director and Corporate Governance Chair, Allen plays a central role in agenda-setting, executive sessions, succession planning (including anticipated leadership transition to Greg Creed), and shareholder engagement—positive signals for independent oversight and continuity .
- Independence and conflicts: Board’s annual review affirmed independence; no HR Committee interlocks or related-party concerns disclosed—supports investor confidence in unbiased compensation and governance oversight .
- Alignment: Director pay split evenly between cash and stock; Allen’s beneficial ownership and guideline framework reinforce alignment, with immediate vesting of stock awards to maintain stake in outcomes .
- Attendance and engagement: Board/committee attendance thresholds met; robust committee cadence; Allen’s roles place him at the center of board refreshment and governance policy—supports board responsiveness amid portfolio transformation .
RED FLAGS
- None disclosed specific to Allen: no pledging/hedging permitted by policy, no committee interlocks, and no related-person transactions impairing independence .
Shareholder engagement context
- Board continues active engagement on strategy, ESG, compensation, and diversity; Allen serves as focal point for communications with independent directors, enhancing investor dialogue .