Board of Directors

The Board of Directors provides effective oversight of the company and represents our shareholders’ interests. Whirlpool Corporation is governed by a highly engaged and diverse Board of Directors and fully independent committees, who meet regularly throughout the year.

Our Board is composed of 13 independent directors, including an independent Presiding Director, and one employee director, our Chairman and CEO Marc Bitzer. Our Board is composed of individuals with experience and demonstrated expertise in many substantive areas that impact our business and align with our strategy. Committees include the Audit Committee, the Corporate Governance and Nominating Committee, the Human Resources Committee, and the Finance Committee. Each Board committee consists solely of independent directors.

Board Refreshment and Diversity

The Board, with the assistance of the Corporate Governance and Nominating Committee, selects potential new Board members using predefined criteria and priorities. We believe it is valuable to have directors with varying lengths of service in order to strike the right balance between continuity and renewal. The four independent directors who joined the Board in the past four years and our new director nominee, Jennifer A. LaClair, bring fresh perspectives to the Board, while our experienced directors have deep knowledge of our operations and the evolution of our strategy.

We believe it is important to have a diverse Board membership reflecting differences in viewpoints, professional experiences, educational background, skills, race, gender, ethnicity, national origin, and age. The Board and Corporate Governance and Nominating Committee is committed to seeking qualified diverse candidates, including diversity of race, gender, and ethnicity in each independent director search, and instructs any search firm that it engages accordingly.

In 2019, the Board of Directors elected Patricia K. Poppe, President and Chief Executive Officer of CMS Energy Corporation, to the Board. Given her extensive experience in consumer-facing industries and environmental stewardship, she brings a valuable perspective to the Board. The Board also nominated Ms. LaClair, Chief Financial Officer of Ally Financial Inc., for election at our 2020 annual meeting. She will bring significant finance, accounting, and capital markets expertise to the Board.

Board and Executive Oversight of ESG

Our Board is committed to overseeing the integration of ESG principles throughout Whirlpool Corporation. The Board reviews and receives updates on our sustainability strategy and key long-term ESG initiatives. In addition, regional business leaders and senior leaders in our product, sourcing, manufacturing, legal, communications, government relations, and technology functions comprise our Sustainability Steering Committee. The committee evaluates our strategic priorities on relevant ESG issues based on results of our ESG Materiality Assessment and input from our ESG task force.