DEF 14A of Goodyear Tire & Rubber Co /Oh/, Mar 7, 2024

DEF 14A of Goodyear Tire & Rubber Co /Oh/

Filed Mar 7, 2024 · FY20230001193125-24-061978

Open on EDGAR

  1. PROXY STATEMENT SUMMARY

    | 60 | Grants of Plan-Based Awards | | 62 | Outstanding Equity Awards at Fiscal Year-End | | 64 | Option Exercises and Stock Vested | | 64 | Defined Contribution Plan Benefits | | 65 | Pension Benefits | | 68 | Nonqualified Deferred Compensation | | 68 | Potential Payments Upon Termination or Change-in-Control | | 75 | Director Compensation Table | | 77 | Risks Related to Compensation Policies and Practices | | 77 | Pay Ratio | | 78 | Item 402(v) Pay Versus Performance Table | | 83 | Beneficial Ownership of Common Stock | | 86 | Related Person Transactions | | 87 | Principal Accountant Fees and Services | | 88 | Report of the Audit Committee | | 89 | Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | | 91 | General Information | | 91 | Shares Voting | | 91 | Vote Required | | 92 | Adjourned Meeting | | 92 | Voting Shares Held in Street Name | | 93 | Savings Plan Shares | | 93 | Voting of Proxy | | 93 | Revocability of Proxy | | 94 | Confidentiality | | 94 | Shareholders Sharing the Same Address | | 94 | Form 10-K | | 95 | Costs of Solicitation | | 95 | Submission of Shareholder Proposals and Nominations | | 96 | Other Business | | 97 | Exhibits | | 97 | Exhibit A - Use of Forward-Looking Statements |

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS The Board of Directors has selected the following thirteen nominees recommended by the Governance Committee for election to the Board of Directors. The directors will hold office from their election until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. If any of these nominees for director becomes unavailable, the persons named in the proxy intend to vote for an alternate designated by the current Board of Directors. Mr. Palmore was not nominated for re-election to the Board of Directors due to the retirement age provisions of Goodyear’s Corporate Governance Guidelines, and Mr. Williams is not standing for re-election to the Board. Mr. Palmore and Mr. Williams will be retiring from the Board at the Annual Meeting after nearly 12 years and five years, respectively, of distinguished service. Goodyear and the Board of Directors are deeply grateful to Mr. Palmore and Mr. Williams for their leadership and guidance during their tenures on the Board.

  3. Norma B. Clayton

    Norma B. Clayton

  4. Norma B. Clayton

    | Director Since: November 28, 2022 Committees: Audit Corporate Responsibility and Compliance Age: 65 | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Vice President for Learning, Training and Development of The Boeing Company DESCRIPTION OF BUSINESS EXPERIENCE: Ms. Clayton was Vice President for Learning, Training and Development of The Boeing Company, an aerospace manufacturer, from July 2007 until her retirement in March 2016. Ms. Clayton joined Boeing in February 1995 where she held a variety of leadership roles across engineering, plant operations and optimization, manufacturing excellence, quality and product safety, sourcing, supply chain and procurement, and human resources. Prior to joining Boeing, she spent several years leading plant operations and sourcing at Lockheed Martin, and prior to that, she held management roles in manufacturing and engineering at General Electric, after starting her career at General Motors. | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: Nucor Corporation (2021 – present) Ms. Clayton is also currently the Chair of the Board of Trustees of Tuskegee University. Ms. Clayton’s global leadership experience in manufacturing, operations, technology, innovation and human resources will be valuable to Goodyear and its shareholders as it continues to build its business and enables mobility in a fast-evolving industry. |

  5. Norma B. Clayton

    | | ELECTION OF DIRECTORS |

  6. James A. Firestone

    James A. Firestone

  7. James A. Firestone

    | Director Since: December 3, 2007 Committees: Compensation (Chairman) Finance Strategic and Operational Review Executive Age: 69 | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Executive Vice President and President, Corporate Strategy and Asia Operations of Xerox Corporation DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Firestone was Executive Vice President and President, Corporate Strategy and Asia Operations of Xerox Corporation from January 2014 until his retirement on October 31, 2016. Mr. Firestone was President, Corporate Operations from October 2008 to December 2013 and President of Xerox North America from October 2004 to September 2008. Before joining Xerox in 1998, Mr. Firestone worked for IBM Corporation as general manager of the Consumer Division and for Ameritech Corporation as president of Consumer Services. He began his business career in 1978 with American Express, where during his 15-year tenure he ultimately rose to President, Travelers Cheques. | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: None Mr. Firestone has extensive executive management experience in positions of increasing responsibility, including most recently as a senior executive officer of Xerox Corporation, which is of similar size and global complexity as Goodyear. He also has over 20 years of profit and loss management responsibility, as well as significant international business experience and merger and acquisition experience. These experiences provide him with unique and valuable insights as a director of Goodyear, particularly with respect to operations and finance matters. |

  8. Werner Geissler

    Werner Geissler

  9. Werner Geissler

    | Director Since: February 21, 2011 Committees: Audit Finance Age: 70 | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Vice Chairman, Global Operations of The Procter & Gamble Company Operating Partner of Advent International DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Geissler was Vice Chairman, Global Operations of The Procter & Gamble Company from August 2007 until his retirement on December 31, 2014, and was Group President, Central & Eastern Europe, Middle East and Africa from July 2004 to July 2007. He joined Procter & Gamble in 1979 and held positions of increasing responsibility in various brand and general management and operations roles in Europe, the Middle East, Central Asia, Japan, Africa and the United States. | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: Philip Morris International Inc. (2015 – present) Mr. Geissler, a native of Germany, has deep executive management experience, including as a senior executive officer of Procter & Gamble, where he oversaw Procter & Gamble’s extensive worldwide business operations. He has significant international business experience and profit and loss management responsibility. These experiences provide him with valuable insights as a director of Goodyear, particularly with respect to consumer marketing and international, operations and finance matters. |

  10. Werner Geissler

    | | ELECTION OF DIRECTORS |

  11. Joseph R. Hinrichs

    Joseph R. Hinrichs

  12. Joseph R. Hinrichs

    | Director Since: July 25, 2023 Committees: Compensation Corporate Responsibility and Compliance Age: 57 | CURRENT PRINCIPAL OCCUPATION: President and Chief Executive Officer of CSX Corporation DESCRIPTION OF BUSINESS EXPERIENCE: Prior to joining CSX, a leading supplier of rail-based freight transportation in North America, in September 2022, Mr. Hinrichs served as president of Ford Motor Company’s global automotive business, where he led its $160-billion automotive operations. As part of this role, he oversaw Ford’s global business units and the Ford and Lincoln brands, as well as leading all of Ford’s automotive skill teams, including Product Development, Purchasing, Manufacturing, Labor Affairs, Marketing and Sales, Government Affairs, Information Technology, and Sustainability, Safety and Environmental Engineering. During his tenure at Ford, Mr. Hinrichs also served as executive vice president and president of Global Operations, executive vice president and president of the Americas, president of Asia Pacific and Africa, chairman and chief executive officer of Ford China, and president and chief executive officer of Ford Motor Company, Canada Ltd. | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: CSX Corporation (2022 – present) Ascend Wellness Holdings (2021 – 2022) Mr. Hinrichs brings more than 30 years of experience in the global automotive, manufacturing and energy sectors to the Company’s Board of Directors. He brings an unwavering commitment to operational excellence, extensive experience building global businesses through investment in people and culture and a deep understanding of balancing safety and efficiency. |

  13. Laurette T. Koellner

    Laurette T. Koellner

  14. Laurette T. Koellner

    | Director Since: February 23, 2015 Chairman of the Board Committees: Compensation Governance Executive (Chairman) Age: 69 | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly President of Boeing International and Executive Chairman of International Lease Finance Corporation DESCRIPTION OF BUSINESS EXPERIENCE: Ms. Koellner most recently served as Executive Chairman of International Lease Finance Corporation, formerly an aircraft leasing subsidiary of American International Group, Inc. (“AIG”), from June 2012 until its sale in May 2014. Prior to AIG, she served in a variety of executive roles at The Boeing Company, an aerospace company, including Executive Vice President, Member of the Office of the Chairman, President of Connexion By Boeing, President of Boeing International, and a seven-year membership on Boeing’s most senior leadership team. While at Boeing, she also served as Vice President and General Auditor, Vice President and Corporate Controller, and Chief Human Resources and Administration Officer. | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: Celestica Inc. (2009 – present) Nucor Corporation (2015 – present) Papa John’s International, Inc. (2014 – present) Ms. Koellner has significant senior executive management experience, including extensive international business experience, as well as financial and human resources experience. Her service in leadership positions on several public company boards of directors provides her with the necessary skills to be Chairman and also provides us with important insights on business practices in a variety of industries. |

  15. Laurette T. Koellner

    | | ELECTION OF DIRECTORS |

  16. Karla R. Lewis

    Karla R. Lewis

  17. Karla R. Lewis

    | Director Since: April 12, 2021 Committees: Finance (Chairman) Governance Executive Age: 58 | CURRENT PRINCIPAL OCCUPATION : President and Chief Executive Officer of Reliance, Inc. DESCRIPTION OF BUSINESS EXPERIENCE: Ms. Lewis is currently Chief Executive Officer of Reliance, Inc., a leading global diversified metal solutions provider and the largest metals service center company in North America, a position she was elected to on January 1, 2023. She joined Reliance in 1992 as Corporate Controller and has held various positions of increasing responsibility since then including serving as Chief Financial Officer from 1999 until January 2021 and President from January 2021 until December 2022. While serving as Chief Financial Officer, she was promoted to Senior Vice President in 2000, Executive Vice President in 2002 and Senior Executive Vice President in 2015. For four years prior to joining Reliance, Ms. Lewis was employed by Ernst & Young LLP (Ernst & Whinney) as a certified public accountant. | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: Reliance, Inc. (2021 – present) Ms. Lewis has over 30 years of financial management experience from her service as Controller and Chief Financial Officer of Reliance. She also possesses extensive merger and acquisitions and integration experience, having worked on many such transactions during her career at Reliance. These experiences will be valuable to Goodyear and its shareholders in both the near-term and in the years to come. |

  18. Prashanth Mahendra-Rajah

    Prashanth Mahendra-Rajah

  19. Prashanth Mahendra-Rajah

    | Director Since: June 11, 2021 Committees: Audit Corporate Responsibility and Compliance Age: 54 | CURRENT PRINCIPAL OCCUPATION: Chief Financial Officer of Uber Technologies, Inc. DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Mahendra-Rajah is currently Chief Financial Officer of Uber Technologies, Inc., a technology company that connects consumers with mobility solutions, a position he has held since November 2023. Previously, he was Executive Vice President, Finance and Chief Financial Officer of Analog Devices, Inc., a global technology company and semiconductor manufacturer, from May 2022 until November 2023 and was Senior Vice President, Finance and Chief Financial Officer from October 2017 to May 2022. From June 2014 to September 2017, he was Chief Financial Officer of WABCO Holdings Inc., a global automotive parts manufacturer and provider of electronic braking, stability and transmission systems for commercial vehicles. Previously, Mr. Mahendra-Rajah held finance positions of increasing responsibility at Applied Materials, Inc. (2012 to 2014), Visa Inc. (2010 to 2012) and United Technologies Corporation (1998 to 2010). | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: None Mr. Mahendra-Rajah’s expertise in finance, analysis and strategic planning has made him a highly valued leader throughout his career. Among his accomplishments as a senior executive, he has helped position global companies for transformative growth following mergers and acquisitions. His extensive background in technology industries combined with a general-manager mindset will be extremely valuable to Goodyear and its shareholders as the Company focuses on future mobility. Mr. Mahendra-Rajah also has the necessary skills and experience to be an “audit committee financial expert.” |

  20. Prashanth Mahendra-Rajah

    | | ELECTION OF DIRECTORS |

  21. John E. McGlade

    John E. McGlade

  22. John E. McGlade

    | Director Since: December 5, 2012 Committees: Audit (Chairman) Governance Executive Age: 70 | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Chairman, President and Chief Executive Officer of Air Products and Chemicals, Inc. DESCRIPTION OF BUSINESS EXPERIENCE: Mr. McGlade was Chairman, President and Chief Executive Officer of Air Products and Chemicals, Inc., a global provider of atmospheric, process and specialty gases, from March 2008 until his retirement on July 1, 2014. He joined Air Products in 1976 and held various positions of increasing responsibility, including as Group Vice President, Chemicals Group, and President and Chief Operating Officer. | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: Bunge Limited (2014 – 2019) Mr. McGlade has strong leadership skills and extensive management, international and operating experience. He has also had responsibility for the environment, health, safety and quality function during his career at Air Products. These experiences provide him with unique and valuable insights as a director of Goodyear, particularly with respect to operations matters. Mr. McGlade’s tenure as a Chief Executive Officer of a publicly traded company also provides him the necessary skills to be Chairman of our Audit Committee and to be an “audit committee financial expert.” |

  23. Max H. Mitchell

    Max H. Mitchell

  24. Max H. Mitchell

    | Director Since: July 25, 2023 Committees: Finance Strategic and Operational Review Age: 60 | CURRENT PRINCIPAL OCCUPATION: President and Chief Executive Officer of Crane Company DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Mitchell is President and Chief Executive Officer of Crane Company, a global manufacturer of innovative and technology-led solutions for the aerospace, defense, space and process flow industries, a position he has held since 2014. He will be appointed to the additional role of Chairman in April 2024. Mr. Mitchell joined Crane in 2004, and has served as President and Chief Operating Officer, Executive Vice President and Chief Operating Officer, and President of Crane’s Process Flow Technologies Group. Before joining Crane, Mr. Mitchell served in various senior operating roles within the Danaher Corporation and Pentair. He began his career with the Ford Motor Company in finance and operations. | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: Crane Company (2014 – present) Crane NXT, Co. (2023 – April 2024) Lennox International (2016 – 2022) Mr. Mitchell’s expertise includes developing and driving corporate strategy and optimizing portfolio results, extensive knowledge of, and experience with, global markets, broad international and domestic mergers and acquisitions expertise, and driving a performance-based culture. |

  25. Max H. Mitchell

    | | ELECTION OF DIRECTORS |

  26. Hera Siu

    Hera Siu

  27. Hera Siu

    | Director Since: December 4, 2019 Committees: Corporate Responsibility and Compliance Finance Age: 64 | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Corporate Vice President and Chief Executive Officer, Greater China, of Cisco Systems, Inc. DESCRIPTION OF BUSINESS EXPERIENCE: Ms. Siu was Chief Executive Officer, Greater China, for Cisco Systems, Inc., a leading global technology company, from July 2017 until her retirement in September 2020. She previously served as Chief Operating Officer, Greater China, of Cisco from November 2016 until June 2017. From February 2014 to June 2016, she served as Senior Vice President and Managing Director, Greater China, for Pearson, LLC, a global education company that leverages technology to enhance teaching and learning. Ms. Siu was employed by SAP, a global software and data processing firm, as Senior Vice President, and then President, of | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: Vallourec SA (2021 – present) TeamViewer AG (2021 – present) ASMPT Limited (2022 – present) China and Hong Kong from April 2010 to June 2013, and as Senior Vice President, e-Commerce, Asia Pacific Region, from July 2013 to January 2014. Ms. Siu also previously held positions of increasing responsibility and leadership for companies including Nortel, Inc., Hong Kong Telecom, Ltd., Computer Associates, Inc., and Nokia Telecommunications, Ltd. Ms. Siu possesses more than 30 years of management experience, with a strong understanding of outcome-based solutions and emerging business models. Her extensive technology background and deep knowledge of the China marketplace will be extremely valuable to Goodyear and its shareholders as Goodyear continues to focus on the future of mobility. |

  28. Mark W. Stewart

    Mark W. Stewart

  29. Mark W. Stewart

    | Director Since: January 29, 2024 Committees: Executive Age: 56 | CURRENT PRINCIPAL OCCUPATION: Chief Executive Officer and President of The Goodyear Tire & Rubber Company DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Stewart joined Goodyear in January 2024. Previously, from December 2018 to January 2024, he served as Chief Operating Officer of North America and a member of the Group Executive Council of Stellantis N.V., a leading global automaker and provider of innovative mobility solutions. Previously, Mr. Stewart served as vice president, Customer Fulfillment, at Amazon, serving as the lead executive for customer fulfillment across 200 operations facilities in North America, leading operations, procurement, construction and engineering, and teams dedicated to pursuing automation, artificial intelligence, advanced robotics and conveyance. Prior to Amazon, Mr. Stewart was executive vice president and chief operating officer for ZF TRW Automotive, a role culminating from over two decades of increasing responsibility, starting with plant, production and quality management roles and advancing to lead Tower | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: None Automotive’s Western Europe business as executive vice president, TRW’s North America Passenger Car and Commercial Global Steering business as vice president and general manager and TRW’s Asia Pacific business as vice president. Over the course of his career, Mr. Stewart has overseen diverse manufacturing and fulfillment operations across the globe, and has been based in the U.S., Belgium, Germany and China. Mr. Stewart’s extensive automotive industry experience and knowledge of global markets, manufacturing, operations, fulfillment and technology provides our Board with valuable perspectives that are necessary to advance Goodyear’s business and the interests of our shareholders. As Chief Executive Officer, he will also provide the Board with management’s perspective on important issues that we are facing. |

  30. Mark W. Stewart

    | | ELECTION OF DIRECTORS |

  31. Michael R. Wessel

    Michael R. Wessel

  32. Michael R. Wessel

    | Director Since: December 6, 2005 Committees: Corporate Responsibility and Compliance Age: 64 | CURRENT PRINCIPAL OCCUPATION: President of The Wessel Group Incorporated DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Wessel has served as President of The Wessel Group Incorporated, a government and political affairs consulting firm, since May 2006. Prior to founding The Wessel Group, he served as Senior Vice President of the Downey McGrath Group, a government affairs consulting firm, from March 1999 to December 2005 and as Executive Vice President from January 2006 to April 2006. Mr. Wessel is an attorney with over 30 years of experience as an economic and international trade policy advisor in Washington, D.C. Mr. Wessel has acted as an advisor to Congressman Richard Gephardt, both in the U.S. House of Representatives and to his presidential campaigns in 1987-88 and 2003-04, to the Clinton/Gore Transition | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: None Office in 1992 and 1993, and to Senator John Kerry’s presidential campaign in 2004. Mr. Wessel also serves as a Commissioner on the U.S.-China Economic and Security Review Commission, a position he has held since April 2001. Mr. Wessel’s extensive experience with public policy matters and his government service, including as an advisor to former Majority Leader Gephardt and as an appointee on government commissions, provides us with valuable perspectives on public policy matters impacting trade, international economic affairs and other matters of importance to Goodyear. |

  33. Roger J. Wood

    Roger J. Wood

  34. Roger J. Wood

    | Director Since: July 25, 2023 Committees: Audit Strategic and Operational Review Age: 61 | CURRENT PRINCIPAL OCCUPATION: Retired. Former Co-Chief Executive Officer of Tenneco, Inc. DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Wood served as co-chief executive officer of Tenneco, Inc., one of the world’s leading designers, manufacturers and marketers of automotive products for original equipment and aftermarket customers, from 2018 to 2020. Mr. Wood previously served as chairman and chief executive officer of Fallbrook Technologies, a developer of transmission technologies, having joined in January 2018. He also served as president and chief executive officer of Dana Holding Corporation, a leading global supplier of highly engineered driveline, sealing and thermal management technologies for the automotive industry. He joined Dana after a 26-year career with BorgWarner Incorporated, a global product leader in delivering innovative and sustainable mobility solutions, serving most recently as executive vice president and group president for the Engine group. | OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2019: Brunswick Corp, (2012 – present) PHINIA Inc. (2023 – present) Tenneco, Inc. (2016 – 2020) Mr. Wood brings more than three decades of industry leadership and expertise in global operations to Goodyear’s Board. His experience as a CEO of several public manufacturing companies provides unique insight and significant knowledge to the Board in the areas of manufacturing operations, business management, global operations and strategic planning, and also provides him the necessary skills to be an “audit committee financial expert.” |

  35. Roger J. Wood

    Your Board of Directors unanimously recommends that shareholders vote FOR each of the nominees for director named in this Proxy Statement (Proposal 1).

  36. COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

    | 41 | Long-Term Compensation | | 41 | 2023 Grants of Performance-Based Incentives | | 44 | 2023 Financial Performance | | 47 | Impact of TSR Modifier and ESG Index on 2021-2023 Long-Term Incentive Awards | | 48 | 2023 Restricted Stock Unit Grants | | 48 | Retention Award | | 49 | 2024 Chief Executive Officer and President Compensation | | 50 | Retirement and Other Benefits | | 50 | Retirement Benefits | | 52 | Severance and Change-in-Control Benefits | | 52 | Perquisites | | 53 | Executive Deferred Compensation Plan | | 54 | Compensation Policies and Practices | | 54 | Stockholding Guidelines | | 54 | Prohibition on Hedging and Pledging | | 54 | Recovery of Compensation and Claw-Back Policy |

  37. SHAREHOLDER ENGAGEMENT AND RESPONSIVENESS

    | • | Increased the performance requirement for target payout (from 50th percentile to 55th percentile) under the TSR modifier for the 2023-2025 long-term incentive awards |

  38. 2023 PAYOUTS

    2023 PAYOUTS Our 2023 payouts reflect solid execution on improving costs and maintaining our market share position in a weak replacement market, and tight pay-for-performance alignment. For 2023, the payout for overall company performance on our annual incentive plan was 123%, driven by strong performance in our Cost and OE Share metrics. For the completed 2021-2023 performance cycle, the payout for performance on our long-term awards was 99%, including the impact of the TSR modifier of 1.08x and the ESG index which increased payouts by 15 percentage points. Earnings for the 2023 performance period under each of our 2021-2023, 2022-2024 and 2023-2025 long-term awards were approved at 49%, driven by below threshold achievement on our net income metric and near target performance on our cash flow return on capital metric. Actual payouts for the outstanding long-term awards remain subject to continued employment, the TSR modifier and an ESG or Strategic Initiatives (SI) Index, as applicable. Our 2023 payouts reflect the continued rigor of our compensation program goals.

  39. 2023 PAYOUTS

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Compensation Philosophy and Strategy |

  40. 2023 PAYOUTS

    Compensation Philosophy and Strategy The following core principles form the foundation of the compensation program for our executives, including the named executive officers:

  41. 2023 PAYOUTS

    | FIRST, compensation programs should motivate our executives to take actions that are aligned with our short- and long-term strategic objectives, and appropriately balance risk versus potential reward. | SECOND, as executives move to a greater level of responsibility, the percentage of their pay based on performance should increase to ensure the highest level of accountability to shareholders. | | THIRD, performance pay should offer an opportunity for above average compensation when our performance exceeds our goals balanced by the risk of below average compensation when it does not. | FOURTH, the percentage of total compensation paid in the form of equity should also increase as executives have increasing responsibility for corporate performance, thereby more closely aligning their interests with those of our shareholders. |

  42. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT The Compensation Committee has the authority to retain outside advisors, including compensation consultants, to assist it in evaluating actual and proposed compensation for our officers. In August 2021, the Compensation Committee selected Exequity as its independent compensation consultant, and Exequity continued as the Compensation Committee’s independent outside advisor through 2023. As part of their engagement, the compensation consultant reviewed our executive compensation peer group and conducted a competitive analysis of compensation for the named executive officers as well as an analysis of the share usage, dilution and overhang of our equity compensation plan. The compensation consultant also assisted the Compensation Committee with a variety of other issues, including setting CEO compensation, the design and establishment of performance metrics and goals under our variable incentive plans, reviewing our compensation risk analysis and reviewing this Compensation Discussion and Analysis. In addition, the compensation consultant reviewed and provided recommendations regarding our non-management director compensation program and made presentations to the Compensation Committee on trends and regulatory developments in executive compensation. When requested by the Compensation Committee, an Exequity representative attends Compensation Committee meetings and participates in private sessions with the Compensation Committee, and Committee members are free to consult directly with Exequity as desired. The compensation consultant works with Goodyear management only under the direction of the Compensation Committee and does not provide any advice or consulting services to the Company beyond matters involving executive and director compensation.

  43. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP The Compensation Committee annually reviews the pay levels and practices of peer companies in order to assess the competitive positioning of Goodyear’s pay levels and plan designs. For these purposes, the Compensation Committee utilizes the following peer group: FOR 2023 COMPENSATION DECISIONS, THE PEER GROUP CONSISTED OF:

  44. COMPENSATION PEER GROUP

    | Adient plc | Emerson Electric Co. | PPG Industries, Inc. | | Aptiv PLC | Fluor Corporation | Stanley Black & Decker, Inc. | | BorgWarner Inc. | Kimberly-Clark Corporation | Tenneco Inc.(1) | | Cummins Inc. | Lear Corporation | Textron Inc. | | Dana Inc. | PACCAR Inc. | Trane Technologies plc | | Eaton Corporation plc | Parker-Hannifin Corporation | Whirlpool Corporation |

  45. COMPENSATION PEER GROUP

    1 – No longer publicly traded as of November 2022 Our peer group consists of 18 companies selected according to their similarity to our size and complexity, operations, products, revenues, markets, availability of executive pay information, and any other information the Compensation Committee deems appropriate. Such companies are likely to have executive positions comparable in breadth, complexity and scope of responsibility to ours. The peer group does not include other companies in the tire industry because no other U.S.-based tire company is similar in size and complexity to us, and non-U.S.-based tire companies do not publish comparable compensation information.

  46. COMPENSATION PEER GROUP

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Process for Determining Executive Compensation |

  47. COMPENSATION PEER GROUP

    We consider median market levels of compensation when setting total target compensation levels for our officers. The actual positioning of target compensation relative to the median varies based on each executive’s experience and skill set, and generally results in executives who are new in their role being placed lower in the range and those with more experience being placed higher in the range. We emphasize variable compensation because it minimizes fixed expense associated with salary and enables total compensation to fluctuate directly with performance against operating goals, strategic and operational performance objectives and changes in share price. This approach aligns overall costs with performance and provides executives with a leveraged and attractive compensation opportunity that varies based on results. The Compensation Committee, together with our compensation consultant, annually reviews the peer group. For 2023 compensation decisions, the Compensation Committee removed Navistar International Corporation from the peer group because Navistar was acquired in July 2021. The Compensation Committee did not make any additional changes to its peer group for 2023 compensation decisions. Data with respect to comparable elements of total target compensation is compiled for the peer group of companies described above from available sources, including, in most cases, the most recently available annual proxy statements and other SEC filings that address executive compensation matters.

  48. TARGET SETTING

    | • | Annual and long-term operating plans |

  49. TARGET SETTING

    | • | Input from its compensation consultant and management |

  50. TARGET SETTING

    The Compensation Committee set the performance metrics, and related weightings and targets, for our 2023 executive compensation program in February 2023. The Compensation Committee believes that the performance metrics it established will focus management’s attention on the key drivers of our business and that the performance targets it established are rigorous, while providing meaningful motivational value to our executives. The achievement of these performance targets would ensure that we continue to meet the significant challenges we face, are a stronger competitor and are positioned for ongoing recovery from volatile economic conditions as well as long-term growth. Generally, the Compensation Committee prefers to set targets that exceed prior years’ results. However, it also understands that this method is not always practical, especially in our highly cyclical industry that can be impacted by external forces beyond the control of management. For a discussion of our annual incentive plan metrics, targets and performance, see “Annual Compensation — Annual Incentive Plan – Annual Incentive Plan Metrics and Targets,” and for a discussion of our long-term incentive plan metrics, targets and performance, see “Long-Term Compensation — 2023 Grants of Performance-Based Incentives — Long-Term Compensation Metrics and Targets.”

  51. TARGET SETTING

    The mix of long-term compensation between cash-based long-term incentives, performance shares and restricted stock units is based, in part, on the market value of our Common Stock, the number of shares available for grant under our shareholder-approved equity compensation plan, and considerations relating to managing the dilutive effect of share-based awards. Annual Compensation

  52. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN ANNUAL INCENTIVE PLAN METRICS AND TARGETS All of our named executive officers are eligible to earn cash incentives under our annual incentive plan. The performance metrics in the annual incentive plan further emphasized the importance of our earnings (as measured by EBIT) and our generation of free cash flow, both on a full-year basis, by increasing their individual weightings from 15% to 20%. The performance metrics also continued to measure our market share, both in consumer and commercial replacement and with OE manufacturers, and our variable manufacturing costs. In addition, the Compensation Committee reduced the weighting of individual strategic objectives from 20% to 10% and continued the use of goals for ESG and New Mobility initiatives, weighted at 10% each. Payouts for corporate officers are based on overall company results and individual performance goals. Payouts for operating unit officers are based 50% on their operating unit’s performance and 50% on overall company results for Share, Cost, Cash and EBIT and on overall company results for ESG and New Mobility, as well as their individual performance goals. We believe these weightings hold our operating unit executives most accountable for financial results in the areas where they have the most control and influence, but also motivate them to work cooperatively with other operating units to maximize results for the entire Company. Actual payouts can range from 0% to 200% of target.

  53. ANNUAL INCENTIVE PLAN

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Annual Compensation |

  54. ANNUAL INCENTIVE PLAN

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Annual Compensation |

  55. ANNUAL INCENTIVE PLAN

    The following table shows our 2023 annual compensation targets compared to our 2022 actual results (dollars in millions, except for variable manufacturing costs and win in OE):

  56. ANNUAL INCENTIVE PLAN

    | Metric | 2023 Target | 2022 Actual(1) | | EBIT | $1,150 | $1,111 | | Free Cash Flow | $425 | $(385) | | Market Share: | | | | Consumer Replacement | 15.2% | 15.4% | | Commercial Replacement | 8.5% | 10.2% | | Win in OE | $8.21 | $8.02 | | Variable Manufacturing Cost Per Tire: | | | | Consumer | $20.04 | $17.54 | | Commercial | $93.27 | $76.52 |

  57. ANNUAL INCENTIVE PLAN

    | 1 | Excluding impact of foreign currency, if applicable. |

  58. ANNUAL INCENTIVE PLAN

    Our EBIT targets for 2023 reflected improvements in profitability of approximately $40 million, or 3.5%, versus 2022. The plan required economic recovery in EMEA and that we offset continued inflation, including nearly $200 million of higher raw material costs and $600 million of other inflationary cost pressures in wages, benefits, transportation and energy, primarily through improvements in price and mix. Our free cash flow target for 2023 reflected improved earnings, stabilized working capital levels that would maintain inventory to support customer service, and capital expenditures of approximately $1 billion. Our replacement Share targets for 2023 required us to hold our market share in consumer and commercial replacement compared to 2022 levels for all key markets in a relatively flat industry. Our 2023 Win in OE metric changed from an increase in the overall win rate for OE bids to target increases in profitability of consumer OE, focusing on short-term profitability and long-term strategic fitments, and required a 2% improvement in our total company margin per tire from 2022. Our 2023 targets were established using the expected volume of new OE fitment opportunities, which fluctuates based on the number of new vehicle model introductions in any given year. Our Cost targets for 2023 were higher than the prior year results and required continuing focus on managing variable manufacturing cost per tire to partially offset significant inflation in energy and labor rates, training costs related to tight skilled labor availability, and product migration to higher rim-sizes that increases weight and cost per tire. ANNUAL INCENTIVE PLAN PAYOUTS In February 2024, the Compensation Committee reviewed actual results for 2023 with respect to achievement of the company-wide and operating unit performance objectives. The table below shows the performance objectives, actual results for 2023 and corresponding payout percentage under our annual incentive plan for the Share, Cost, Cash and EBIT metrics.

  59. ANNUAL INCENTIVE PLAN

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Annual Compensation |

  60. ANNUAL INCENTIVE PLAN

    | | Payout Under Annual Incentive Plan | | | | | | | 50% | 100% | 200% | Actual Results | Payout Percentage | | Overall Company Performance (2023): | | | | | | | Market Share: | | | | | | | Consumer Replacement | 14.8% | 15.2% | 15.5% | 14.2% | 0% | | Commercial Replacement | 8.0% | 8.5% | 8.8% | 8.9% | 200% | | Win in OE | $7.74 | $8.21 | $8.68 | $9.97 | 200% | | Cost: | | | | | | | Consumer | See below | | | 183.0% | 183% | | Commercial | See below | | | 179.0% | 179% | | Free Cash Flow | $175 | $425 | $605 | $406 | 98% | | EBIT | $825 | $1,150 | $1,390 | $965 | 82% |

  61. ANNUAL INCENTIVE PLAN

    The table below shows the payout percentages under our annual incentive plan for each of our operating units.

  62. ANNUAL INCENTIVE PLAN

    | | Payout Percentage | | | | | | Share | Cost | Cash | EBIT | | Americas | 133% | 133% | 198% | 63% | | EMEA | 150% | 183% | 0% | 0% | | Asia Pacific | 133% | 200% | 200% | 184% |

  63. ANNUAL INCENTIVE PLAN

    Our Cost metric is variable manufacturing cost per tire that is based on actual levels of production in our factories. This metric incentivizes our team to manage controllable costs in a variety of operating scenarios. The target for cost is expressed as a range for two reasons. First, our actual production volumes are not known at the outset of the plan period. Second, as output changes in our factories, the variableness of costs also changes. For our operating units, annual attainment is calculated by averaging monthly attainment percentages. Corporate attainment is calculated using the weighted average attainments for each operating unit.

  64. ANNUAL INCENTIVE PLAN

    | | Variable Manufacturing Cost Per Tire Targets | | | | | | 50% | 100% | 200% | Attainment | | Consumer: | | | | | | Americas | $21.16-26.04 | $20.89-25.51 | $20.62-24.99 | 170% | | EMEA | 19.73-24.36 | 19.48-23.86 | 19.22-23.36 | 183% | | Asia Pacific | 7.59-9.18 | 7.51-9.01 | 7.42-8.84 | 200% | | Commercial: | | | | | | Americas | $88.56-109.07 | $87.40-106.83 | $86.24-104.59 | 95% | | EMEA | 78.51-98.90 | 77.36-96.68 | 76.21-94.45 | 183% |

  65. ANNUAL INCENTIVE PLAN

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Annual Compensation |

  66. ANNUAL INCENTIVE PLAN

    “Free cash flow,” as defined in our incentive plans, means the Company’s cash flows from operating activities, less capital expenditures and also excludes rationalization payments and pension contributions and direct payments. Our 2023 “free cash flow” also reflected the impact of certain other items noted in the table below. Our 2023 “free cash flow” for purposes of our incentive plans was calculated as follows:

  67. ANNUAL INCENTIVE PLAN

    | ($ in millions) | 2023 | | Cash flows from operating activities (as reported) | $1,032 | | Capital expenditures | (1,050) | | Proceeds from asset sales and other dispositions | 103 | | Rationalization payments | 99 | | Tupelo storm and Debica fire | 73 | | Pension contributions and direct payments | 54 | | UAW OE strike | 53 | | Foreign exchange | 46 | | Other | (4) | | Free cash flow, as adjusted | $406 |

  68. ANNUAL INCENTIVE PLAN

    “EBIT,” as defined in our incentive plans, means the Company’s earnings before interest and income tax expense and also excludes charges for rationalizations, asset write-offs and accelerated depreciation, goodwill impairment charges, other (income) expense, royalty income, minority shareholders’ net income, and the cumulative effect of accounting changes. Our 2023 “EBIT” also reflected the impact of certain other items noted in the table below. Our 2023 “EBIT” for purposes of our incentive plans was calculated as follows:

  69. ANNUAL INCENTIVE PLAN

    | ($ in millions) | 2023 | | Goodyear net income (loss) (as reported) | $(689) | | Rationalizations, asset write-offs and accelerated depreciation | 538 | | Interest expense | 532 | | Goodwill impairment | 230 | | Other (income) expense | 108 | | Tupelo storm and Debica fire | 97 | | Foreign exchange | 49 | | Goodyear Forward costs | 35 | | Royalty income | 30 | | UAW OE strike | 20 | | U.S. & foreign tax expense | 10 | | Minority shareholders’ net income | 2 | | Other | 3 | | EBIT, as adjusted | $965 |

  70. ANNUAL INCENTIVE PLAN

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Annual Compensation |

  71. ANNUAL INCENTIVE PLAN

    In response to feedback from shareholders in 2022, we reduced the weighting of the individual strategic objectives from 20% to 10%. ESG and New Mobility were retained in the program as separately weighted metrics in 2023, each weighted 10%.

  72. ANNUAL INCENTIVE PLAN

    | Metric | Goals | Achievement | % Payout | | ESG | Environmental goal to manufacture and go to market with a tire made of 70% sustainable materials in 2023 Diversity and inclusion goals include expanding our diversity hiring practices enterprise-wide by expanding diverse slate requirements to executive feeder pool groups while sustaining the existing strategy for executive level roles | Achieved Achieved | 100% 100% | | New Mobility | Execute on pilot programs for new mobility initiatives | Achieved | 100% |

  73. ANNUAL INCENTIVE PLAN

    Individual strategic objectives are established annually and include measurable goals tied to strategic initiatives as well as financial and non-financial metrics. The establishment of strategic and operational performance goals drives more rigor in our goal setting, while also building accountability for non-financial objectives. In 2023, these objectives included operational excellence, capital expenditures, senior leadership succession, value creation and long-term strategy. The Compensation Committee evaluated the CEO’s performance against his individual strategic objectives, and the CEO evaluated each other named executive officer’s performance against their respective individual strategic objectives and made a recommendation to the Compensation Committee for its consideration. Based on its evaluation of the CEO, and its consideration of the CEO’s recommendation for the other NEOs, the Compensation Committee determined that each of the NEOs would receive a payout at 100% of target for their performance against their individual strategic objectives. Their individual accomplishments are summarized below:

  74. ANNUAL INCENTIVE PLAN

    | Name | Key Accomplishments | | Kramer | • Met key milestones on major capital expenditure projects • Supported the Goodyear Forward transformation plan development | | Zamarro | • Achieved key milestones for sustainability reporting and enhanced the reporting process • Led process resulting in the development of the Goodyear Forward transformation plan | | Wells | • Met key milestones on strategic projects • Developed digital strategy to align with strategic growth initiatives | | McClellan | • Met key milestones on major capital expenditure projects • Completed Cooper Tire business integration • Achieved initiatives on footprint and plant optimization | | Delaney | • Achieved value creation initiatives, including new mobility and footprint optimization targets • Exceeded fleet solutions expansion targets |

  75. ANNUAL INCENTIVE PLAN

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Annual Compensation |

  76. ANNUAL INCENTIVE PLAN

    The Compensation Committee established an aggregate incentive pool for all officers and determined the calculated payout for each officer. Then, the CEO assessed the officer’s contributions towards Company goals and made his recommendations with respect to individual payout amounts to the Compensation Committee, which considered the CEO’s recommendations and determined the final payouts. The Compensation Committee undertook the same process for the CEO and made the determination as to the final payout amount for the CEO. The Compensation Committee approved the following awards for our named executive officers under our annual incentive plan:

  77. ANNUAL INCENTIVE PLAN

    | Name | Target Award ($) | Actual Award ($) | Actual Award as a % of Target Award | | Kramer | $2,320,000 | $2,853,600 | 123% | | Zamarro | 725,000 | 891,750 | 123% | | Wells | 850,000 | 1,045,500 | 123% | | McClellan | 845,250 | 1,098,825 | 130% | | Delaney | 790,000 | 837,400 | 106% |

  78. ANNUAL INCENTIVE PLAN

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Long-Term Compensation |

  79. ANNUAL INCENTIVE PLAN

    Long-Term Compensation In February 2023, the Compensation Committee made long-term incentive awards to executive officers. The target long-term incentive grants were composed of three components: (a) restricted stock units (RSUs) constituting approximately 30% of the target opportunity, (b) stock-settled performance units (PSUs) constituting approximately 20% of the target opportunity, and (c) cash-settled performance units (EPUs) constituting approximately 50% of the target opportunity. The following table summarizes the target award values for our executives in accordance with our annual long-term program:

  80. ANNUAL INCENTIVE PLAN

    | | | | Performance-Based Awards | | | | | Stock-Settled Awards | | | | Name | Aggregate Target Award | 2023-2025 RSUs(1) | 2023-2025 PSUs(2) | 2023-2025 EPUs | | Kramer | $10,650,000 | $3,195,000 | $2,130,000 | $5,325,000 | | Zamarro | 2,250,000 | 675,000 | 450,000 | 1,125,000 | | Wells | 3,200,000 | 960,000 | 640,000 | 1,600,000 | | McClellan | 2,900,000 | 870,000 | 580,000 | 1,450,000 | | Delaney | 2,900,000 | 870,000 | 580,000 | 1,450,000 |

  81. ANNUAL INCENTIVE PLAN

    | 1 | See the “Grants of Plan-Based Awards” Table at page 60 for information regarding the target number of restricted stock units actually granted, which was determined by dividing the amount in this column by the closing market price of our Common Stock on the date of grant. |

  82. ANNUAL INCENTIVE PLAN

    | 2 | See the “Grants of Plan-Based Awards” Table at page 60 for information regarding the target number of performance shares actually granted, which was determined by dividing the amount in this column by the closing market price of our Common Stock on the date of grant. |

  83. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    | • | The payout is based on our consolidated results over a three-year performance cycle, with financial performance targets for each year of the three-year period established at the beginning of each year, weighted one-third for each year in the three-year performance cycle. |

  84. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    | • | The payout based on financial performance can range from 0% to 150% for the 2023-2025 performance cycle based on actual results on the financial metrics. |

  85. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    | • | The payout for the financial metrics is subject to a modifier (0.8x to 1.2x) based on three-year relative total shareholder return (TSR) versus peer companies over the entire three-year performance cycle ending December 31, 2025. Performance at the 55th percentile is required to achieve a 1.0x modifier, with the modifier capped at 1.0x if absolute TSR is negative over the three-year period, regardless of relative performance. |

  86. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    | • | The resulting calculated payout can increase by up to 25% based on our performance against our three-year Strategic Initiatives Index, which is comprised of specific, measurable environmental and social goals regarding reducing greenhouse gas emissions and structural cost actions over the entire three-year period ending December 31, 2025. |

  87. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Long-Term Compensation |

  88. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    | • | The overall maximum payout is 200% of target. |

  89. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Long-Term Compensation |

  90. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    Our 2023 net income target was set marginally lower than our 2022 actual results, reflecting improvements in EBIT of approximately $40 million that were more than offset by increased pension and finance expenses. Our net income target for 2023, like our EBIT targets, required that we offset continued inflation, including nearly $200 million of higher raw material costs and $600 million of other inflationary cost pressures in wages, benefits, transportation and energy, primarily through improvements in price and mix. Our 2023 CFROC target was higher than our 2022 actual results, reflecting improved cash flows from higher earnings and stable working capital and capital expenditure levels. Relative Total Shareholder Return (TSR) Modifier To add further rigor to the long-term awards and ensure executives are focused on Goodyear’s stock price performance and aligned with our shareholders, the Compensation Committee also provided that the awards will be modified based on Goodyear’s relative total shareholder return performance versus an index of 20 highly relevant peer companies. This modifier is designed to assess Goodyear’s success in creating shareholder value relative to other capital-intensive automotive and cyclical industrial companies with comparable leverage and strong correlations to Goodyear’s Common Stock performance. This group of companies better reflects our relative success in enhancing shareholder value than would comparisons to the peer companies used for benchmarking executive pay (which are chosen primarily due to their positioning as executive talent competitors) or a broad-based market index like the S&P 500, which we used prior to 2022. This approach has the further benefit of creating greater comparability throughout economic cycles. The Compensation Committee believes this reflects the understanding investors have of risk and reward in making investment decisions. THE COMPARISON GROUP CONSISTS OF:

  91. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    The TSR modifier measures the relative performance of our Common Stock versus the TSR peer group over the three-year performance cycle of our long-term incentive awards and is calculated based on the trailing two-month average closing price for our Common Stock and the TSR peer group (as in existence at the end of the period), assuming the reinvestment of

  92. 2023 GRANTS OF PERFORMANCE-BASED INCENTIVES

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Long-Term Compensation |

  93. 2023 FINANCIAL PERFORMANCE

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Long-Term Compensation |

  94. 2023 FINANCIAL PERFORMANCE

    “Net income,” as defined in our long-term incentive plans, means the Company’s net income, excluding charges (after-tax and minority interest) for rationalizations, certain asset write-offs and accelerated depreciation, goodwill impairment charges, certain pension curtailment and settlement charges, charges relating to the refinancing of debt, changes in tax valuation allowances and other discrete tax items, and the cumulative effect of accounting changes. Our 2023 “net income” also excluded the impact of certain other items noted in the table below. Our 2023 “net income” for purposes of our long-term incentive plans was calculated as follows:

  95. 2023 FINANCIAL PERFORMANCE

    “Cash flow return on capital,” as defined in our long-term incentive plans, means free cash flow from operations divided by the sum of average net fixed assets and average working capital. See also the reconciliation of “free cash flow” on page 38. Our 2023 cash flow return on capital for purposes of our long-term incentive plans was calculated as follows:

  96. 2023 FINANCIAL PERFORMANCE

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Long-Term Compensation |

  97. 2023 FINANCIAL PERFORMANCE

    Based on the results during the 2023 performance period, the Compensation Committee approved earnings on the long-term incentive awards for that period in an amount equal to 49% of the target amount for each of the 2021-2023, 2022-2024 and 2023-2025 awards. The table below shows amounts earned by each of the named executive officers in respect of their long-term incentive grants for the 2023 performance period for each of the 2021-2023, 2022-2024 and 2023-2025 awards, which represents one-third of the respective target award opportunity:

  98. 2023 FINANCIAL PERFORMANCE

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Long-Term Compensation |

  99. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS Our stock was at the sixtieth percentile of companies in the S&P 500 during the three-year period ended December 31, 2023, resulting in a TSR modifier of 1.08 times. See pages 43 and 44 for more information on the calculation of the TSR modifier. To determine achievement on the ESG Index, the Compensation Committee evaluated performance of the ESG Index goals during the three-year period ended December 31, 2023. The Compensation Committee determined that the Company achieved two of the three goals resulting in an ESG Index of plus 15 percentage points. The goals and achievements are summarized below:

  100. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    | Metric | Goals | Achievement | | Greenhouse Gas Emissions | Reduction in global greenhouse gas emissions (Scope 1 and Scope 2) by 25% | 38% Reduction Achieved | | Rolling Resistance | Reduction in average rolling resistance globally by 15% | 15% Reduction Achieved | | Diversity & Inclusion | Attain 50% increase in women and persons of color in executive leadership positions | Increased 46% and 50%, respectively Not Achieved |

  101. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    The Compensation Committee approved the payout of shares of Common Stock and cash to the named executive officers with respect to the 2021-2023 performance cycle as follows.

  102. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    | | Cash Award ($) | | | | | | | | Performance Period | | | | | | | Name | 2021 (1) | 2022 (2) | 2023 | Impact of TSR Modifier | Impact of ESG Index | Total Payout of 2021-2023 Awards | | Kramer | $2,662,500 | $603,500 | $869,800 | $330,700 | $798,900 | $5,265,400 | | Zamarro | 102,600 | 23,200 | 33,500 | 12,800 | 30,700 | 202,800 | | Wells | 725,100 | 164,322 | 236,800 | 90,178 | 217,500 | 1,433,900 | | McClellan | 675,000 | 153,000 | 220,500 | 83,800 | 202,500 | 1,334,800 | | Delaney | 675,000 | 153,000 | 220,500 | 83,800 | 202,500 | 1,334,800 |

  103. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    | 1 | Previously reported, to the extent applicable, in the Proxy Statement dated March 11, 2022. |

  104. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    | 2 | Previously reported, to the extent applicable, in the Proxy Statement dated March 13, 2023. |

  105. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    | | Shares Award (# of Shares) | | | | | | | | Performance Period | | | | | | | Name | 2021 (1) | 2022 (2) | 2023 | Impact of TSR Modifier | Impact of ESG Index | Total Payout of 2021-2023 Awards | | Kramer | 63,355 | 14,360 | 20,695 | 7,872 | 19,007 | 125,289 | | Zamarro | 2,439 | 552 | 796 | 303 | 732 | 4,822 | | Wells | 17,251 | 3,910 | 5,635 | 2,144 | 5,175 | 34,115 | | McClellan | 16,062 | 3,640 | 5,246 | 1,997 | 4,818 | 31,763 | | Delaney | 16,062 | 3,640 | 5,246 | 1,997 | 4,818 | 31,763 |

  106. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    | 1 | Previously reported, to the extent applicable, in the Proxy Statement dated March 11, 2022. |

  107. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    | 2 | Previously reported, to the extent applicable, in the Proxy Statement dated March 13, 2023. |

  108. IMPACT OF TSR MODIFIER AND ESG INDEX ON 2021 – 2023 LONG-TERM INCENTIVE AWARDS

    | | COMPENSATION DISCUSSION AND ANALYSIS | | | Long-Term Compensation |

  109. 2023 RESTRICTED STOCK UNIT GRANTS

    2023 RESTRICTED STOCK UNIT GRANTS Restricted stock units granted in 2023 to the named executive officers have the following terms:

  110. 2023 RESTRICTED STOCK UNIT GRANTS

    | • | restricted stock units vest and convert into shares of Common Stock three years from the grant date, contingent on continued service to the vesting date or, for retirement-eligible officers, to December 31, 2023; and |

  111. 2023 RESTRICTED STOCK UNIT GRANTS

    | • | restricted stock units accrue dividend equivalents, if any, that are subject to the same vesting requirements as the underlying restricted stock units. |

  112. 2023 RESTRICTED STOCK UNIT GRANTS

    The portion of long-term compensation provided in the form of restricted stock units grants each year is determined based on the availability of Common Stock under our equity compensation plans, as well as market data on long-term compensation. The table below shows the aggregate grant date fair value and the number of restricted stock units granted to each of our named executive officers in 2023.

  113. 2023 RESTRICTED STOCK UNIT GRANTS

    | Name | Aggregate Grant Date Fair Value ($) | Number of Restricted Stock Units (#)(1) | | Kramer | $3,194,994 | 280,017 | | Zamarro | 1,924,980 | 145,186 | | Wells | 959,992 | 84,136 | | McClellan | 869,990 | 76,248 | | Delaney | 869,990 | 76,248 |

  114. 2023 RESTRICTED STOCK UNIT GRANTS

    | 1 | Includes RSUs granted to Ms. Zamarro as part of the retention award made in December 2023. |

  115. RETENTION AWARD

    RETENTION AWARD In consideration of Ms. Zamarro’s criticality to the successful execution of the Goodyear Forward transformation plan, particularly in light of the retirements of Mr. Kramer and Mr. Wells in early 2024, the Compensation Committee determined that this confluence of events constituted extraordinary circumstances and approved a $2.5 million retention award for her. The Compensation Committee determined the amount and terms of the retention award provided to Ms. Zamarro based on a review of her total compensation over the next two years and an assessment of the retentive elements already contained within the Company’s executive compensation program, in conjunction with an analysis of the value sufficient to address retention risk through the implementation period for the Goodyear Forward plan. The retention award is comprised of (1) a $1.25 million restricted stock unit grant that was made on December 13, 2023 and will cliff-vest on December 13, 2026 and (2) a $1.25 million cash grant that was made on January 1, 2024 and is payable 10% on July 1, 2024, 20% on December 31, 2024, 30% on July 1, 2025 and 40% on December 31, 2025, subject in each case to her continued employment with the Company through those vesting dates.

  116. RETENTION AWARD

    2024 Chief Executive Officer and President Compensation On January 29, 2024, Mark Stewart became our Chief Executive Officer and President and a member of the Board of Directors, succeeding Mr. Kramer. Mr. Stewart receives an annual base salary of $1,400,000 and participates in our annual incentive plan, with a target annual incentive of 160% of his annual base salary, and our long-term incentive program, with a 2024 grant value of $9,000,000. In replacement of forfeited awards at his prior employer, Mr. Stewart also received (1) a one-time signing bonus of $8,560,000, paid 50% in cash and 50% in fully-vested Common Stock, for awards from his prior employer that would have been payable or fully vested in early 2024, and (2) a one-time long-term incentive award with a grant value of $11,415,000, delivered $9,805,000 in performance share units and $1,610,000 in restricted stock units, for long-term awards from his prior employer that would have been payable or fully vested over the next three years. Mr. Stewart will be required to repay these amounts if his prior employer pays any portion of these values to him. The long-term incentive replacement awards approximate the value of and vest on the same schedule as the forfeited awards and were made on the following terms:

  117. RETENTION AWARD

    | | Vesting Date | Value | Metrics | | 2024 Performance Share Units | 5/12/2025 | $4,830,000 | 50% CFROC and 50% Net Income with a 1-year TSR modifier | | 2024-2025 Performance Share Units | 5/15/2026 | 4,975,000 | 50% CFROC and 50% Net Income for each year with a 2-year TSR modifier | | 2024 Restricted Stock Units | 5/15/2025 | 1,610,000 | Time-based vesting |

  118. RETENTION AWARD

    Mr. Stewart is eligible to participate in our defined contribution Excess Benefit Plan to the extent his annual base salary and annual incentive payments exceed Internal Revenue Service limitations and is eligible for a performance-based benefit under that plan. He is also be a participant in the Executive Severance and Change in Control Plan (the “Executive Severance Plan”), with a severance multiple of 2.0x base salary plus target annual incentive, as well as the other benefit plans and programs that generally are available to our executive officers and associates.

  119. RETIREMENT BENEFITS

    | CEO Payout Scenarios | | | | | Change in Long-Term Interest Rate | Potential Retention Benefit Value | Decrease in Pension Benefit Obligation | New Net Cost to Company | | 0.00% | $0 | $0 | $0 | | 1.00% | 3,300,000 | (3,300,000) | 0 | | 2.00% | 6,600,000 | (6,600,000) | 0 | | 3.00% | 9,100,000 | (9,100,000) | 0 | | 4.00% | 11,300,000 | (11,300,000) | 0 |

  120. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    SEVERANCE AND CHANGE IN CONTROL BENEFITS Our Executive Severance Plan provides for the payment of severance benefits to our officers, including all of the named executive officers, if their employment is terminated under certain circumstances during certain periods before or within two years following a change-in-control of the Company. The Executive Severance Plan does not provide for any excise tax gross-ups or walk-away rights. The Executive Severance Plan is designed to attract, retain and motivate officers, provide for stability and continuity in the event of an actual or threatened change-in-control, and ensure that our officers are able to devote their full time and attention to the Company’s operations in the event of an actual or threatened change-in-control. The Executive Severance Plan and the related change-in-control triggers (commonly referred to as “double triggers”) generally provide for the payment of severance benefits if employment is terminated under certain circumstances during certain periods before or within two years following a change-in-control of the Company. The change-in-control triggers in our equity compensation plans are substantially similar to those in the Executive Severance Plan. We selected the specific change-in-control triggers used in the Executive Severance Plan and our equity compensation plans, such as the acquisition of 20% or more of Goodyear’s Common Stock, a significant change in the composition of the Board of Directors or the acquisition of actual control of Goodyear, based upon our review of market practices, including provisions included in similar agreements of other public companies. Based upon that review, we determined that the terms and conditions of the Executive Severance Plan, including the specific change-in-control triggers, were consistent with market practices. The Executive Severance Plan also provides severance benefits to our officers, including each of the named executive officers, if their employment is terminated by us other than for Cause (as defined in the Executive Severance Plan), death or disability, and other than in connection with a change-in-control. To be eligible to receive benefits under the Executive Severance Plan, an officer must execute a release and agree, among other things, to certain confidentiality, non-disparagement, non-solicitation and non-competition covenants. The Compensation Committee believes that our severance benefits are in the best interests of the Company and our shareholders, are a necessary component of a competitive compensation program, and are in line with severance benefits in place at other companies. For additional information regarding the terms of the Executive Severance Plan and benefits payable under that plan, see “Potential Payments Upon Termination or Change-in-Control” at page 68.

  121. STOCKHOLDING GUIDELINES

    All shares of Common Stock owned outright by officers (or their spouses) and held by them in the Goodyear stock fund of the Savings Plan, shares of restricted stock or restricted stock units, and share equivalent units held in our deferred compensation plan are counted as ownership in assessing compliance with the guidelines. Unvested performance shares and unexercised stock options are not counted toward compliance with the guidelines. The stock price used in assessing compliance with the guidelines as of May 1st of each year will be the average closing stock price for the prior 200-day period. If an officer has met their stockholding requirement, they are required to retain 25% of the net shares received from any vested shares of Common Stock or any exercised options for at least one year from the date of vesting or exercise and may only sell or otherwise dispose of shares to the extent they will still meet their stockholding requirement following that sale or disposition. During 2023, each of our named executive officers complied with our stockholding guidelines and satisfied their stockholding requirement.

  122. RECOVERY OF COMPENSATION AND CLAW-BACK POLICY

    of incentive compensation erroneously awarded to certain current and former officers (“covered officers”) during the prior three fiscal years if the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Subject to limited exceptions, the amount subject to recovery equals the excess that the covered officer received over the amount that would have paid to the covered officer after taking into account the accounting restatement. The claw-back policy applies to incentive compensation received on or after October 2, 2023. In addition, our claw-back policy goes beyond the minimum requirements of the Nasdaq listing standards by providing the Compensation Committee discretion to recover additional amounts paid to elected officers, in the event of misconduct that results in a violation of law or Company policy that causes significant financial or reputational harm to the Company. The Compensation Committee will determine the method for recouping incentive compensation under the claw-back policy, which may include, without limitation, requiring reimbursement of compensation paid; seeking recovery of any gain realized on the vesting, exercise, sale, settlement, transfer or other disposition of equity-based awards; offsetting amounts from compensation otherwise owed; and/or cancelling outstanding vested or unvested awards. Other Recovery of Compensation If the Compensation Committee determines that an officer has engaged in conduct detrimental to the Company, the Compensation Committee may take a range of actions to remedy this conduct, prevent its recurrence and impose appropriate discipline. Discipline would vary depending on the facts and circumstances, and may include (1) termination of employment, (2) cancelling or reducing any outstanding compensatory grants or awards, (3) initiating an action for breach of fiduciary duty or fraud which could include recovery of any unjustly obtained incentive compensation, and (4) requiring reimbursement of compensation or other payments in accordance with provisions of the Sarbanes-Oxley Act of 2002, our claw-back policy described above or the terms of the relevant compensation plan. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities. In addition, under our equity compensation plans, the Compensation Committee may require a plan participant who engages in competition with us within 18 months after their termination of employment to return or forfeit the realized value of all awards under those plans during such period of time that the Compensation Committee determines. Our Executive Severance Plan also provides for the recovery or forfeiture of severance payments if a person receiving payments pursuant to the plan violates certain confidentiality, non-disparagement, non-solicitation and non-competition covenants.

  123. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Richard J. Kramer(6) | 2023 | $1,433,333 | $0 | $4,915,483 | $0 | $6,592,600 | $1,666,533 | $132,353 | $14,740,302 | | Chairman of the Board, | 2022 | 1,366,667 | 0 | 5,658,051 | 0 | 3,109,500 | 0 | 183,130 | 10,317,348 | | Chief Executive Officer | 2021 | 1,300,000 | 0 | 10,688,026 | 0 | 9,068,900 | 199,123 | 159,529 | 21,415,578 | | and President | | | | | | | | | | | Christina Zamarro | 2023 | 725,000 | 0 | 2,122,986 | 0 | 1,189,350 | 435,273 | 78,596 | 4,551,205 | | Executive Vice President and | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | Darren R. Wells | 2023 | 845,000 | 2,000,000(7) | 1,458,594 | 0 | 2,104,578 | 800,238 | 65,081 | 7,273,491 | | Executive Vice President and | 2022 | 823,333 | 0 | 1,614,371 | 0 | 1,089,900 | 97,016 | 124,475 | 3,749,095 | | Chief Administrative Officer | 2021 | 800,000 | 0 | 3,408,666 | 0 | 2,857,250 | 412,158 | 122,342 | 7,600,416 | | Stephen R. McClellan | 2023 | 796,667 | 0 | 1,324,749 | 0 | 2,071,225 | 659,383 | 89,091 | 4,941,115 | | President, Americas | 2022 | 770,000 | 0 | 1,471,271 | 0 | 1,011,698 | 0 | 103,882 | 3,356,851 | | | 2021 | 750,000 | 0 | 3,112,012 | 0 | 2,668,050 | 309,082 | 95,476 | 6,934,620 | | Christopher R. Delaney | 2023 | 781,667 | 0 | 1,324,749 | 0 | 1,809,800 | 633,472 | 29,853 | 4,579,541 | | President, Europe, Middle | 2022 | 760,000 | 0 | 1,471,271 | 0 | 951,128 | 173,290 | 24,789 | 3,380,478 | | East and Africa | 2021 | 750,000 | 0 | 3,112,012 | 0 | 2,578,800 | 532,135 | 24,555 | 6,997,502 |

  124. EXECUTIVE COMPENSATION

    | No nonqualified deferred compensation earnings are required to be reported because the Deferred Compensation Plan does not provide for “above-market” or preferential earnings as defined in applicable SEC rules and regulations. |

  125. EXECUTIVE COMPENSATION

    | Name | Year | Salary ($)(1) | Annual Incentive ($)(2) | Long Term Incentive Cash Payout ($)(3) | Stock Option Exercises ($)(4) | Long Term Incentive Equity Vesting ($)(5) | Total Realized Pay ($) | | Kramer | 2023 | $1,433,333 | $2,853,600 | $5,265,400 | — | $3,161,970 | $12,714,303 | | | 2022 | 1,366,667 | 2,307,200 | 4,032,800 | — | 4,219,217 | 11,925,884 | | | 2021 | 1,300,000 | 3,452,800 | 4,586,600 | $7,417,253 | 3,897,790 | 20,654,443 |

  126. EXECUTIVE COMPENSATION

    | | EXECUTIVE COMPENSATION | | | Grants of Plan-Based Awards |

  127. EXECUTIVE COMPENSATION

    | | EXECUTIVE COMPENSATION | | | Grants of Plan-Based Awards |

  128. EXECUTIVE COMPENSATION

    | | EXECUTIVE COMPENSATION | | | Outstanding Equity Awards at Fiscal Year-End |

  129. EXECUTIVE COMPENSATION

    | | EXECUTIVE COMPENSATION | | | Outstanding Equity Awards at Fiscal Year-End |

  130. EXECUTIVE COMPENSATION

    | | EXECUTIVE COMPENSATION | | | Option Exercises and Stock Vested |

  131. EXECUTIVE COMPENSATION

    | | EXECUTIVE COMPENSATION | | | Pension Benefits |

  132. EXECUTIVE COMPENSATION

    Pension Benefits Goodyear’s Salaried Pension Plan is a defined benefit plan qualified under the Code in which U.S.-based salaried employees hired before January 1, 2005 participate, including Mr. Kramer and Mr. McClellan. Accruals in the Salaried Plan were frozen effective December 31, 2008. The Salaried Plan was designed to provide tax-qualified pension benefits for most Goodyear salaried employees. The Salaried Plan contains formulas based on age and service. These formulas are multiplied by five-year average compensation below and above a breakpoint ($51,000 in 2008, the year the Salaried Plan was frozen), with the result representing a lump sum benefit under the plan. Compensation is held to the qualified plan limit under the Code, which was $230,000 for 2008. A portion of the benefit may be paid by employee contributions. Effective December 31, 2007, all active participants in the Salaried Plan became vested and are entitled to a benefit upon any termination of employment. Benefits are available on a five-year certain and continuous annuity basis at age 65, by converting the lump sum to an annuity. Annuity benefits payable to a participant who retires prior to age 65 are subject to a reduction for each month retirement precedes age 65. Benefits under the Salaried Plan are funded by an irrevocable tax-exempt trust. Participation in the Salaried Plan was frozen effective December 31, 2004. Subsequent hires, including Ms. Zamarro, Mr. Wells and Mr. Delaney participate in the retirement contributions feature of the Savings Plan. Under the Savings Plan, each participant receives an allocation each pay period equal to a percentage of compensation, with compensation held to the qualified plan limit under the Code. Effective January 1, 2009, Salaried Plan participants, including Mr. Kramer and Mr. McClellan, also began receiving allocations under the retirement contributions feature of the Savings Plan. Goodyear also maintains the Supplementary Plan, a non-qualified plan which provides additional retirement benefits to our officers, including all of the named executive officers. The Supplementary Plan was closed to new entrants effective December 31, 2021. The Supplementary Plan provides pension benefits to participants who retire with at least 30 years of service, retire after age 55 with at least ten years of service or retire after age 65 with at least five years of service. The formula for an annuity benefit is based on a percentage determined using credited service (22% with 10 years, 38% with 20 years, 48% with 30 years and 54% with 40 years) times five-year average compensation above the breakpoint ($80,100 in 2023), with compensation inclusive of base salary and annual incentive payments. The five-year average compensation uses the highest five calendar years, not necessarily consecutive, out of the last ten years. Benefits are offset for the Salaried Plan, the retirement contributions feature of the Savings Plan, applicable non-U.S. benefits and certain prior employer benefits. Under the Supplementary Plan, benefits payable to a participant who retires prior to age 62 are subject to a reduction of 0.4% for each month retirement precedes age 62. All benefits from the Supplementary Plan will be paid in a lump sum. For participants considered to be among the top 50 wage earners of the Company, benefits cannot be distributed prior to six months after separation of service. Mr. Kramer, Mr. Wells and Mr. McClellan are vested in their Supplementary Plan benefits. Mr. Kramer and Mr. McClellan are eligible for immediate commencement of the benefit from the Salaried Plan as of December 31, 2023. Ms. Zamarro, Mr. Wells and Mr. Delaney are not participants in the Salaried Plan. The chart below indicates the date at which each named executive officer is or will be eligible to receive a benefit from the Supplementary Plan.

  133. EXECUTIVE COMPENSATION

    | | EXECUTIVE COMPENSATION | | | Pension Benefits |

  134. EXECUTIVE COMPENSATION

    | | EXECUTIVE COMPENSATION | | | Pension Benefits |

  135. EXECUTIVE COMPENSATION

    | | EXECUTIVE COMPENSATION | | | Nonqualified Deferred Compensation |

  136. EXECUTIVE SEVERANCE PLAN

    | | EXECUTIVE COMPENSATION | | | Potential Payments Upon Termination or Change-in-Control |

  137. EXECUTIVE SEVERANCE PLAN

    | | EXECUTIVE COMPENSATION | | | Potential Payments Upon Termination or Change-in-Control |

  138. EXECUTIVE SEVERANCE PLAN

    | | EXECUTIVE COMPENSATION | | | Potential Payments Upon Termination or Change-in-Control |

  139. EXECUTIVE SEVERANCE PLAN

    | | EXECUTIVE COMPENSATION | | | Potential Payments Upon Termination or Change-in-Control |

  140. QUANTIFICATION OF TERMINATION BENEFITS

    | | EXECUTIVE COMPENSATION | | | Potential Payments Upon Termination or Change-in-Control |

  141. QUANTIFICATION OF TERMINATION BENEFITS

    | | EXECUTIVE COMPENSATION | | | Potential Payments Upon Termination or Change-in-Control |

  142. QUANTIFICATION OF TERMINATION BENEFITS

    | | EXECUTIVE COMPENSATION | | | Director Compensation Table |

  143. QUANTIFICATION OF TERMINATION BENEFITS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Clayton | $142,011 | $218,739 | — | $360,750 | | Firestone | 172,800 | 243,956 | $2,390 | 419,146 | | Geissler | 130,000 | 243,956 | 1,254 | 375,210 | | Hinrichs(3) | 56,521 | 113,407 | — | 169,928 | | Koellner | 206,200 | 243,956 | — | 450,156 | | Lewis | 160,800 | 243,956 | — | 404,756 | | Mahendra-Rajah | 130,000 | 243,956 | 1,374 | 375,330 | | McGlade | 171,800 | 243,956 | — | 415,756 | | Mitchell(3) | 56,521 | 113,407 | — | 169,928 | | Palmore | 150,000 | 243,956 | — | 393,956 | | Siu | 130,000 | 243,956 | 814 | 374,770 | | Wessel | 130,000 | 243,956 | 1,076 | 375,032 | | Williams | 171,600 | 243,956 | 926 | 416,482 | | Wood(3) | 56,521 | 113,407 | — | 169,928 |

  144. QUANTIFICATION OF TERMINATION BENEFITS

    | | EXECUTIVE COMPENSATION | | | Director Compensation Table |

  145. QUANTIFICATION OF TERMINATION BENEFITS

    | | EXECUTIVE COMPENSATION | | | Director Compensation Table |

  146. QUANTIFICATION OF TERMINATION BENEFITS

    | | EXECUTIVE COMPENSATION | | | Item 402(v) Pay Versus Performance Table |

  147. QUANTIFICATION OF TERMINATION BENEFITS

    | 2 | The following table sets forth the adjustments made to the SCT Total for PEO during 2023 to determine compensation actually paid (CAP) to PEO, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period: |

  148. QUANTIFICATION OF TERMINATION BENEFITS

    | | EXECUTIVE COMPENSATION | | | Item 402(v) Pay Versus Performance Table |

  149. QUANTIFICATION OF TERMINATION BENEFITS

    | | EXECUTIVE COMPENSATION | | | Item 402(v) Pay Versus Performance Table |

  150. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR During the covered years, the CAP to the CEO and other NEOs moved in parallel to the Company’s TSR.

  151. Compensation Actually Paid and Company TSR

    | | EXECUTIVE COMPENSATION | | | Item 402(v) Pay Versus Performance Table |

  152. Compensation Actually Paid and Company TSR

    The following table illustrates the value of our CEO and other NEOs’ CAP and net income:

  153. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income Our CEO and other NEOs’ annual CAP moved in the same direction as our net income during the covered years, except for 2023 primarily due to higher rationalization charges and a non-cash goodwill impairment charge. During the covered years, our long-term incentive plans included net income, adjusted to exclude certain items. The following table illustrates the value of our CEO and other NEOs’ CAP and the Company’s EBIT (Company-Selected Measure):

  154. Compensation Actually Paid and EBIT

    Compensation Actually Paid and EBIT Our CEO and other NEOs’ annual CAP moved in parallel to EBIT, except for 2022. Although the Company achieved higher EBIT in 2022 than in 2021, the results were below the target set by the Compensation Committee under our annual incentive plan, which included Cooper Tire for the first time.

  155. Compensation Actually Paid and EBIT

    | | EXECUTIVE COMPENSATION | | | Item 402(v) Pay Versus Performance Table |

  156. Compensation Actually Paid and EBIT

    The following table compares the Company’s TSR to the Peer Group TSR: