DEF 14A of Goodyear Tire & Rubber Co /Oh/
Filed Mar 6, 2026 · FY20250001628280-26-015463
SHAREHOLDER ENGAGEMENT
| EXECUTIVE COMPENSATION HIGHLIGHTS Our executive compensation program is designed to support achievement of our business objectives and to serve the long-term interests of our shareholders and is strongly aligned to Company performance and measurable financial and other metrics, thereby aligning management’s interests with our shareholders’ interests by focusing management on driving increased shareholder value. Our financial and other metrics also continue to be aligned with our strategic objectives, as shown in the table below. | | | | | | | | | STRATEGIC OBJECTIVE | | METRIC | | | | | | | Profitability | | SOI Margin, Net Income and 3-year margin growth aligned with Goodyear Forward | | | | | | | Strong Liquidity | | Free Cash Flow | | | | | | | Return Generated on Investments in Business | | Cash Flow Return on Capital | | | | | | | Superior Shareholder Returns | | Relative TSR Modifier | | | | | | | Specific Drivers of Business | | Strategic Objectives | | | | | | | The resulting compensation for our named executive officers is comprised of a mix of variable and fixed compensation that is strongly linked to our performance. For 2025, our compensation metrics were: | | | | | | | | | | INCENTIVE PROGRAM | | METRICS | | | WEIGHTING | | | ANNUAL INCENTIVES | Annual Incentive Plan | | Free Cash Flow | | | | 40% | | | | | Segment Operating Income (SOI) Margin | | | | 40% | | | | | Strategic Objectives (Reduction in Greenhouse Gas Emissions, People Environment Care Maturity and Individual Strategic Objectives) | | | | 20% | | LONG-TERM AWARDS | Performance-Based Awards (Paid out in Equity and Cash) | | 2025 - 2027 Awards 2025 Performance Period Financial Metrics | | | | | | | | | Net Income | 40% | Three-year Relative TSR Modifier + /– 20% | | | | | | | Cash Flow Return on Capital | 40% | | | | | | | | 3-Year Margin Growth | 20% | | | | | | Restricted Stock Units | | Three-year ratable vesting | | | | |
SHAREHOLDER ENGAGEMENT
| Nonqualified Deferred Compensation | | 56 | | Potential Payments Upon Termination or Change-in-Control | | 57 | | Director Compensation Table | | 62 | | Risks Related to Compensation Policies and Practices | | 64 | | Pay Ratio | | 64 | | Item 402(v) Pay Versus Performance Table | | 65 | | Compensation Recovery Determination | | 68 | | Principal Accountant Fees and Services | | 69 | | Report of the Audit Committee | | 70 | | | Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | 71 | | Beneficial Ownership of Common Stock | | 72 | | Related Person Transactions | | 74 | | General Information | | 75 | | Shares Voting | | 75 | | Vote Required | | 75 | | Attending the Virtual Annual Meeting | | 76 | | Adjourned Meeting | | 76 | | Voting Shares Held in Street Name | | 76 | | Savings Plan Shares | | 77 | | Voting of Proxy | | 77 | | Revocability of Proxy | | 77 | | Confidentiality | | 77 | | Shareholders Sharing the Same Address | | 78 | | Form 10-K | | 78 | | Costs of Solicitation | | 78 | | Submission of Shareholder Proposals and Nominations | | 79 | | Other Business | | 79 | | Exhibits | | 80 | | Exhibit A - Use of Forward-Looking Statements | | 80 | | Exhibit B - Use of Non-GAAP Financial Measures | | 82 |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | 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. Ms. Clayton served as the Chair of the Board of Trustees of Tuskegee University from 2022 through 2025. 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 in a fast-evolving industry. | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Vice President for Learning, Training and Development of The Boeing Company OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: Nucor Corporation (2021 – present) | | NORMA B. CLAYTON Director Since: November 28, 2022 Committees: •Compensation •Corporate Responsibility and Compliance (Chairperson) •Executive Age: 67 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | 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. 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. | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Executive Vice President and President, Corporate Strategy and Asia Operations of Xerox Corporation OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: None | | JAMES A. FIRESTONE Director Since: December 3, 2007 Committees: •Compensation (Chairperson) •Corporate Responsibility and Compliance •Executive Age: 71 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | DESCRIPTION OF BUSINESS EXPERIENCE: Ms. Hamilton was Chief Commercial and Global Sales Officer of Diageo PLC, a multinational premium branded spirits company, from August 2019 through September 2023. From 1996 to 2019, Ms. Hamilton held various positions of increasing responsibility at The Coca-Cola Company, including serving as Senior Vice-President, Chief Customer and Commercial Leadership Officer from 2014 to 2019. Earlier in her career, she held roles at Anheuser-Busch, Inc. and an advertising agency. Ms. Hamilton is an experienced global leader with over 30 years of experience in global commercial strategy, customer development, sales leadership, business transformation and branded consumer products. Ms. Hamilton’s experience will be valuable to Goodyear in the near- and long-term as we pursue our vision of being the leading choice of consumers for tires and service. | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Chief Commercial & Global Sales Officer of Diageo PLC OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: Imperial Brands PLC (2024 – present) Ontex Group NV (May 2025 – present) | | JULIE M. HAMILTON New Director Nominee Age: 60 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Hinrichs served as President and Chief Executive Officer of CSX Corporation, a leading supplier of rail-based freight transportation in North America, from September 2022 to September 2025. Prior to joining CSX, 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. 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. | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly President and Chief Executive Officer of CSX Corporation OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: CSX Corporation (2022 – September 2025) Ascend Wellness Holdings (2021 – 2022) | | JOSEPH R. HINRICHS Director Since: July 25, 2023 Committees: •Compensation •Governance Age: 59 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | 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. 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. | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly President of Boeing International and Executive Chairman of International Lease Finance Corporation OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: Nucor Corporation (2015 – present) Papa John’s International, Inc. (2014 – present) Celestica Inc. (2009 – January 2025; October 2025 – present) | | LAURETTE T. KOELLNER Director Since: February 23, 2015 Chairman of the Board Committees: •Compensation •Governance (Chairperson) •Executive (Chairperson) Age: 71 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | 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. Ms. Lewis has over 30 years of financial management experience from her service as Controller and Chief Financial Officer of Reliance, including audit, investor relations and capital markets. 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. | CURRENT PRINCIPAL OCCUPATION: President and Chief Executive Officer of Reliance, Inc. OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: Reliance, Inc. (2021 – present) | | KARLA R. LEWIS Director Since: April 12, 2021 Committees: •Compensation •Governance Age: 60 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | 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 was 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 Danaher Corporation and Pentair. He began his career with the Ford Motor Company in finance and operations. 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. Mr. Mitchell’s experience as a Chief Executive Officer of a publicly traded company also provides him the necessary skills to be an “audit committee financial expert.” | CURRENT PRINCIPAL OCCUPATION: Chairman of the Board, President and Chief Executive Officer of Crane Company OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: Crane Company (2014 – present) Crane NXT, Co. (2023 – 2024) Lennox International (2016 – 2022) | | MAX H. MITCHELL Director Since: July 25, 2023 Committees: •Audit •Governance Age: 62 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | 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 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 expanding its business. | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Corporate Vice President and Chief Executive Officer, Greater China, of Cisco Systems, Inc. OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: Vallourec SA (2021 – present) ASMPT Limited (2022 – present) TeamViewer AG (2021 – June 2025) | | HERA SIU Director Since: December 4, 2019 Committees: •Audit •Corporate Responsibility and Compliance Age: 66 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | 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 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. | CURRENT PRINCIPAL OCCUPATION: Chief Executive Officer and President of The Goodyear Tire & Rubber Company OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: None | | MARK W. STEWART Director Since: January 29, 2024 Committees: •Executive Age: 58 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | 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 Office in 1992 and 1993, and to Senator John Kerry’s presidential campaign in 2004. Mr. Wessel also served as a Commissioner on the U.S.-China Economic and Security Review Commission from April 2001 to December 2024. 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. | CURRENT PRINCIPAL OCCUPATION: President of The Wessel Group Incorporated OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: None | | MICHAEL R. WESSEL Director Since: December 6, 2005 Committees: •Corporate Responsibility and Compliance Age: 66 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | DESCRIPTION OF BUSINESS EXPERIENCE: Mr. Winkler is currently executive vice president and chief financial officer of Motorola Solutions, Inc., a safety and security technology company. Since joining Motorola in 2001, Mr. Winkler has held numerous financial leadership positions across investor relations, global channel management, mergers and acquisitions, and product operations. He also led finance for the company’s product and sales organization as senior vice president. In his current role, Mr. Winkler oversees Motorola Solutions’ financial strategy and leads its finance, supply chain and information technology functions. He has helped drive significant transformation at the company with growth, margin expansion and balance sheet improvements that have contributed to strong shareholder returns. Prior to Motorola, he worked at Oracle and Hewitt Associates, now AON. Mr. Winkler has over 25 years of financial management and leadership experience. He has extensive experience with business transformation, having worked on transformation initiatives during his tenure at Motorola Solutions. Mr. Winkler’s experience as CFO of a publicly traded company also provides him the necessary skills to be an “audit committee financial expert.” | CURRENT PRINCIPAL OCCUPATION: Executive Vice President and Chief Financial Officer, Motorola Solutions, Inc. OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: None | | JASON J. WINKLER Director Since: May 15, 2025 Committees: •Audit •Corporate Responsibility and Compliance Age: 51 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| | 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. 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.” | CURRENT PRINCIPAL OCCUPATION: Retired. Formerly Co-Chief Executive Officer of Tenneco, Inc. OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2021: Brunswick Corp, (2012 – present) PHINIA Inc. (2023 – present) | | ROGER J. WOOD Director Since: July 25, 2023 Committees: •Audit (Chairperson) •Governance •Executive Age: 63 | | |
BOARD/COMMITTEE AREAS OF RISK OVERSIGHT
| Long-Term Compensation | 34 | | 2025 Grants of Performance-Based Incentives | 34 | | 2025 Financial Performance | 36 | | Impact of TSR Modifier and SI Index on 2023-2025 Long-Term Incentive Awards | 39 | | 2025 Restricted Stock Unit Grants | 40 | | Retirement and Other Benefits | 41 | | Retirement Benefits | 41 | | Severance and Change-in-Control Benefits | 42 | | Perquisites and Other Benefits | 42 | | Executive Deferred Compensation Plan | 43 | | Agreements With Our Named Executive Officers | 44 | | Mr. Metzelaar’s Offer Letter | 44 | | Compensation Policies and Practices | 45 | | Stockholding Guidelines | 45 | | Insider Trading Policy | 45 | | Prohibition on Hedging and Pledging | 45 | | Recovery of Compensation and Claw-Back Policy | 45 |
USE OF FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES
| 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. |
2025 NEO'S PRIMARY COMPENSATION
| What We Do | What We Don’t Do | | Pay for performance Align executive compensation with stockholder returns through long-term incentives Cap TSR Modifier on long-term incentives at 1.0x if absolute TSR is negative Require above median (55th percentile) TSR performance to achieve a target (1.0x) modifier Require a shareholder advisory vote for cash severance payments exceeding 2.99x an executive’s base salary plus target annual bonus Maintain robust stock ownership requirements, including stock retention provisions Use an appropriate peer group when setting compensation Regularly assess compensation programs to mitigate undue risk taking by executives Mandate “double-trigger” provisions for all change-in-control scenarios, and no walk-away rights Maintain a robust clawback policy with a detrimental conduct provision Retain an independent compensation consultant Compensation Committee consists of only independent Board members | No hedging or pledging of Goodyear stock No tax gross-ups, except for relocation expenses No repricing of options without shareholder approval No dividends or dividend equivalents on unearned performance-based equity awards No guaranteed annual salary increases No granting of discounted or reload stock options No one-time awards absent truly extraordinary circumstances No pension credit for newly hired executives and no new entrants into the Supplementary Pension Plan No new one-time awards tied to the Supplementary Pension Plan |
2025 NEO'S PRIMARY COMPENSATION
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:
2025 NEO'S PRIMARY COMPENSATION
| FOR 2025 COMPENSATION DECISIONS, THE PEER GROUP CONSISTED OF: | | | | Adient plc | Emerson Electric Co. | PPG Industries, Inc. | | Aptiv PLC | Fluor Corporation | Stanley Black & Decker, Inc. | | BorgWarner Inc. | Kimberly-Clark Corporation | Textron Inc. | | Cummins Inc. | Lear Corporation | Trane Technologies plc | | Dana Inc. | PACCAR Inc. | Whirlpool Corporation | | Eaton Corporation plc | Parker-Hannifin Corporation | |
2025 NEO'S PRIMARY COMPENSATION
Our peer group consists of 17 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. 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. The Compensation Committee did not make any changes to the peer group for 2025 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. TARGET SETTING The Compensation Committee considers the following factors when establishing performance metrics and targets, including the related threshold and maximum target levels: •Corporate strategy, including the Goodyear Forward transformation plan •Macroeconomic and tire industry environment •Annual and long-term operating plans •Performance history •Input from its compensation consultant and management •Difficulty of the targets in light of the above factors
2025 NEO'S PRIMARY COMPENSATION
The Compensation Committee set the performance metrics, and related weightings and targets, for our 2025 executive compensation program in the beginning of March 2025. The Compensation Committee believes that the performance metrics it established will focus management’s attention on the key drivers of our business, including execution of our Goodyear Forward plan, 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 deliver on our Goodyear Forward plan, meet the significant challenges we face and are positioned for 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 2025, the Compensation Committee excluded the impact of the divestiture of our off-the-road (OTR) tire business, contemplated as part of our Goodyear Forward plan, when setting targets in order to measure achievement on a constant basis year-over-year. This resulted in targets lower than the prior year’s targets in some instances. We completed the sale of our OTR tire business effective as of February 3, 2025. For replacement awards, the Compensation Committee set the performance metrics and related weightings at the time of an employment offer to correspond with the metrics and weightings of awards held by other executive officers. For a discussion of Mr. Metzelaar’s replacement awards, see “Agreements with Our Officers — Mr. Metzelaar’s Offer Letter.” Given the mercurial nature of tariffs imposed by the U.S. and reciprocal tariffs by its trading partners, the Compensation Committee determined in advance to exclude any incremental impact of increased tariff rates versus the annual operating plan assumptions when measuring financial performance for 2025. The Compensation Committee believes that the exclusion incentivizes management’s continued focus on execution of our Goodyear Forward transformation plan and controlling variables within their control. 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 — 2025 Grants of Performance-Based Incentives — Long-Term Compensation Metrics and Targets.”
2025 NEO'S PRIMARY COMPENSATION
| | COMPONENT AND PRIMARY PURPOSE | KEY CHARACTERISTICS | | | Annual Compensation | Base Salary To provide a market competitive level of fixed compensation necessary to attract and retain talent and to recognize and rewards skills, competencies, experience, leadership and individual contribution. | Fixed compensation component. | | | | Annual Incentive Plan To motivate and reward attainment of key performance goals across total company and operating units, and achievement of strategic objectives. | Variable compensation component. The 2025 program metrics were: | | | | | | 40% SOI Margin 40% Free Cash Flow 20% Strategic Objectives | | Long-Term Incentive Compensation | Long-Term Incentive Awards 2025 grant mix: | | | | | Performance-Based Awards (Performance Share Units and Executive Performance Units) To motivate and reward performance of key corporate financial goals and relative TSR modifier over a 3-year period, facilitate retention of key talent, align management and shareholders’ interests, and reinforce long-term value creation on an absolute and relative basis. | Vest and payout at the end of a three-year period. Payouts based on achievement of financial goals that are subject to a 3-year relative TSR modifier | | | | Restricted Stock Units (RSUs) To link long-term realized compensation to stock price, facilitate retention, build executive stock ownership, and align management and shareholders’ interests. | Subject to 3-year ratable vesting | | | Retirement and Other Benefits | Health/Welfare and Retirement Benefits To attract and retain employees by providing competitive benefits, promote employee health, and provide for retirement replacement income, thereby facilitating an orderly succession of talent. | •Competitive healthcare plans •Retirement benefits | | | | Perquisites and Other Benefits To assure protection of officers and enable officers to focus on company business with minimal disruption. | •Tire program •Financial planning and tax preparation services •Annual physical exams •Security program •Limited personal use of company aircraft •Relocation expense reimbursement | |
2025 NEO'S PRIMARY COMPENSATION
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.
2025 NEO'S PRIMARY COMPENSATION
(1)Base salary increases were effective May 1, 2025. Excludes Ms. Zamarro’s stipend for her interim service as head of EMEA. 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. For 2025, the Compensation Committee retained the existing performance metrics to focus on key drivers of our Goodyear Forward transformation plan. The performance metrics in the annual incentive plan continued to emphasize the importance of our profitability by including Segment Operating Income Margin (SOI Margin) at a 40% weighting and our generation of cash by including Free Cash Flow (FCF) at a 40% weighting. In addition, the metrics include strategic objectives at a 20% weighting, including company-wide strategic objectives tied to important, measurable, non-financial business priorities, and individualized objectives to promote strong execution of our company-wide objectives and differentiation based on individual contributions. Payouts for corporate officers are based on overall company results. Payouts for operating unit officers are based 50% on their operating unit’s performance and 50% on overall company results for SOI Margin and FCF and on overall company results for strategic objectives. 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.
2025 NEO'S PRIMARY COMPENSATION
Our SOI Margin target for 2025 is aligned with our Goodyear Forward transformation plan and our goal to expand margin. The target for 2025 reflects an improvement of more than 100 basis points over our 2024 SOI Margin, despite significant forecasted raw material inflation. Our Free Cash Flow target for 2025 reflects a significant improvement over our 2024 FCF and supports cash needs of the Goodyear Forward plan and our goal to deliver positive cash flow. ANNUAL INCENTIVE PLAN PAYOUTS In February 2026, the Compensation Committee reviewed actual results for 2025 with respect to achievement of the company-wide performance objectives. The table below shows the performance objectives, actual results for 2025 and corresponding payout percentage under our annual incentive plan for the SOI Margin and FCF metrics.
2025 NEO'S PRIMARY COMPENSATION
| | TOTAL COMPANY RESULTS UNDER ANNUAL INCENTIVE PLAN | | | | | | | | 50% | 100% | 200% | ACTUAL RESULT | % ACHIEVED | WEIGHTED PAYOUT PERCENTAGE | | Overall Company Performance (2025): | | | | | | | | SOI Margin | 5.84% | 6.91% | 7.76% | 6.12% | 67% | 26.8% | | Free Cash Flow | $100 | $450 | $625 | $467 | 109% | 44.5% |
2025 NEO'S PRIMARY COMPENSATION
| METRIC | GOALS | THRESHOLD 50% | TARGET 100% | MAXIMUM 200% | ACTUAL | WEIGHTED PAYOUT PERCENTAGE | | Greenhouse Gas (GHG) Emissions | 27% reduction of manufacturing Scope 1 and Scope 2 GHG emissions versus our 2019 baseline | 26.5% | 27.0% | 29.0% | 39.9% | 10% | | People/Environment/Care Maturity | PEC maturity attainment of 1.50 by year end 2025. The PEC Management system utilizes global standards and metrics to reduce risk and help prevent serious injuries. | 1.25 | 1.50 | 1.75 | 1.60 | 7% | | Individual Objectives | Key individual strategic objectives by NEO are outlined below | Progress | Achieved | Over-Achieved | See below | |
2025 NEO'S PRIMARY COMPENSATION
| NAME | FOCUS AREA(S) | KEY ACCOMPLISHMENTS | WEIGHTED PAYOUT % | | STEWART | All | •Delivered Goodyear Forward cost savings targets •Substantially exceeded $2.0 billion goal for proceeds from strategic asset sales •Strengthened retail operations and returned to profitable growth •Successfully implemented a global operating model and enhanced organizational capability through leadership team realignment | 10% | | ZAMARRO | Deliver AOP & Goodyear Forward | •Led delivery of $772 million in cost savings under Goodyear Forward in 2025 •Substantially exceeded $2.0 billion goal for proceeds from strategic asset sales •Successfully completed key capital structure projects, including significant debt reductions | 12% | | METZELAAR | Deliver AOP & Goodyear Forward | •Executed planned footprint-related initiatives to deliver the approved business cases •Reduced cost per tire to specified benchmarks | 8% | | | Grow 18”+ Faster than the Industry | •Achieved key milestones on global production systems, including establishment of global program and roll-out in additional plants | | | PHILLIPS | Deliver AOP & Goodyear Forward | •Completed global IP mapping and assessment •Identified opportunities to utilize global business services to enhance efficiency of legal services | 10% | | | Act as One Global Team | •Launched Government Affairs Charter •Completed necessary resource identification for government engagement | | | HELSEL | Grow 18”+ Faster than the Industry | •Exceeded targets on release of new product SKUs •Enabled product performance leadership | 17% | | | Optimize Volume and Profitability of <18” | •Exceeded cost savings and release targets in 2025 | |
2025 NEO'S PRIMARY COMPENSATION
LONG-TERM COMPENSATION On February 24, 2025, 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 30% of the target opportunity, and (c) cash-settled performance units (EPUs) constituting approximately 40% of the target opportunity. The following table summarizes the target award values for our executives in accordance with our annual long-term program:
2025 NEO'S PRIMARY COMPENSATION
| | 2023 | 2024 | 2025 | 2026 | 2027 | | 2023-2025 | Year 1 1/3 | Year 2 1/3 | Year 3 1/3 | | | | | 3-Year Relative TSR | | | | | | | 3-Year SI Index | | | | | | 2024-2026 | | Year 1 ∼26.6% | Year 2 ∼26.6% | Year 3 ∼26.6% | | | | | 3-Year SOI Margin Growth 20% | | | | | | | 3-Year Relative TSR | | | | | 2025-2027 | | | Year 1 ∼26.6% | Year 2 ∼26.6% | Year 3 ∼26.6% | | | | | 3-Year SOI Margin Growth 20% | | | | | | | 3-Year Relative TSR | | |
2025 NEO'S PRIMARY COMPENSATION
| Financial Performance Metrics are set annually and have a maximum payout opportunity of 150% of target for each one-year performance period for 2023-2025 and 200% of target for each one-year or three-year performance period, as applicable, for 2024-2026 and 2025-2027. | 3-Year Relative TSR Modifier | 3-Year SI Index | | | 0.8x to 1.2x and covers the full 3-year performance period. | Can add up to 25% at the end of the 3-year performance period. Measurement is based on specific, measurable goals. |
Relative Total Shareholder Return (TSR) Modifier
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 or a broad-based market index like the S&P 500. 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.
Relative Total Shareholder Return (TSR) Modifier
“Net Income,” as defined in our long-term incentive plans, means Goodyear net income, excluding charges (after-tax and minority interest) for rationalizations, certain asset write-offs and accelerated depreciation, goodwill and intangible asset 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 2025 Net Income excluded any incremental impact of increased tariff rates, as discussed above. Our 2025 Net Income also excluded the impact of certain other items noted in the table below. Our 2025 Net Income for purposes of our long-term incentive plans was calculated as follows:
Relative Total Shareholder Return (TSR) Modifier
“Cash flow return on capital” or “CFROC,” as defined in our long-term incentive plans, means free cash flow, as adjusted, divided by the sum of average net fixed assets and average working capital. See also the reconciliation of “free cash flow” on page 32. Our 2025 cash flow return on capital for purposes of our long-term incentive plans was calculated as follows:
Relative Total Shareholder Return (TSR) Modifier
| ($ IN MILLIONS) | 2025 | | Free cash flow, as adjusted for annual incentive plan | $467 | | Foreign exchange | 63 | | Free cash flow, as adjusted for long-term incentive plans | 530 | | Average working capital + average net fixed assets | 10,600 | | CFROC | 5.0% |
Relative Total Shareholder Return (TSR) Modifier
(1)The aggregate target award is the sum of the target cash award and the target share award. (2)Payable contingent on continued service through December 31, 2025 for the 2023 - 2025 award, December 31, 2026 for the 2024 - 2026 award, and December 31, 2027 for the 2025 - 2027 award, and subject to a three-year relative TSR modifier for each award and a three-year Strategic Initiatives Index for the 2023-2025 award. The CEO Replacement Award is payable contingent on continued service through May 15, 2026 for the 2024-2025 PSU, and subject to a two-year relative TSR modifier.
Relative Total Shareholder Return (TSR) Modifier
(1)Previously reported, to the extent applicable, in the Proxy Statement dated March 10, 2025. (2)Payable contingent on service through May 15, 2026. 2025 RESTRICTED STOCK UNIT GRANTS Restricted stock units granted in 2025 to the NEOs have the following terms: •the restricted stock units ratably vest and convert into shares of Common Stock each year during the three years following the grant date, contingent on continued service to the vesting date, and •restricted stock units accrue dividend equivalents, if any, that are subject to the same vesting requirements as the underlying restricted stock units. 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 NEOs in 2025. Since we do not award partial shares, the aggregate grant date fair value may differ slightly from the target values set forth on page 34.
Relative Total Shareholder Return (TSR) Modifier
| NAME | AGGREGATE GRANT DATE FAIR VALUE ($) | NUMBER OF RESTRICTED STOCK UNITS (#) | | | STEWART | $3,149,991 | | 321,756 | | ZAMARRO | 1,124,998 | | 114,913 | | PHILLIPS | 539,997 | | 55,158 | | METZELAAR1 | 699,993 | | 75,994 | | HELSEL | 359,998 | | 36,772 |
Relative Total Shareholder Return (TSR) Modifier
| PLAN | DESCRIPTION | ELIGIBILITY & PARTICIPATION | | Tax Qualified Plans | | | | Goodyear Salaried Pension Plan (“Salaried Plan”) | Provides a tax-qualified defined benefit calculated based on an age and years of service formula (multiplied by the 5-year average compensation above and below a break-point). Accruals in the Salaried Plan were frozen effective December 31, 2008. | U.S.-based salaried employees hired before January 1, 2005. Mr. Helsel is eligible for benefits under the Salaried Plan. | | Goodyear Employee Savings Plan for Salaried Employees (“Savings Plan”) | Provides a tax-qualified defined contribution benefit to U.S. salaried employees. Each participant receives a Company retirement contribution each pay period equal to a percentage of compensation and a company matching contribution, if applicable, with compensation held to the qualified plan limit under the Code. | The Savings Plan company match is available to all U.S. salaried employees, including, as of January 1, 2009, Salaried Plan participants. All NEOs receive allocations under the retirement contributions feature of the Savings Plan. | | Non-Qualified Retirement Plans Prior to January 1, 2022 | | | | Goodyear Supplementary Pension Plan (“Supplementary Plan”) | Provides a supplemental benefit to executives who retire with 30 years of service, after the age of 55 with at least ten years of service or after the age of 65 with at least five years of service. The annuity benefit is based on a percentage of five-year average compensation and service. See “Pension Benefits” for additional information. The Supplementary Plan was closed to new participants effective December 31, 2021. | Eligible executives hired before January 1, 2022. Helsel is currently eligible to receive a benefit from the Supplementary Plan. Ms. Zamarro and Mr. Phillips participate in the Supplementary Plan and are eligible to receive benefits, respectively, on January 1, 2027 and November 1, 2030. | | Defined Contribution Excess Benefit Plan (“DC Excess Plan”) | Provides employees with company match benefits substantially equal to those they would have received in the Savings Plan but were not able to because of Internal Revenue Code limitations. | Mr. Stewart and Mr. Metzelaar are eligible to receive accruals under the DC Excess Plan. Ms. Zamarro and Mr. Phillips are also eligible to receive benefits under the DC Excess Plan through December 31, 2026 and October 31, 2030, respectively. | | Non-Qualified Retirement Plans Effective January 1, 2022 | | | | DC Excess Plan – Performance-Based Benefit | Effective January 1, 2022, the DC Excess Plan provides a performance-based benefit to designated participants, pursuant to which contributions are equal to the participant’s annual base salary paid during the applicable performance period, limited to twelve (12) months, plus the award to be payable under the annual incentive plan, if any, multiplied by the applicable percentage (7% for threshold performance; 14% for target performance, and 28% for maximum performance) based on company-wide achievement under the annual incentive plan. | Eligible executives hired after January 1, 2022. Mr. Stewart and Mr. Metzelaar participate in the DC Excess Plan - Performance-Based Benefit. |
Relative Total Shareholder Return (TSR) Modifier
SEVERANCE AND CHANGE-IN-CONTROL BENEFITS Our Executive Severance and Change in Control Plan (the “Executive Severance Plan”) provides for the payment of severance benefits to our officers, including all of the NEOs, 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. The Executive Severance Plan also provides severance benefits to our officers, including each of the NEOs, 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 57. PERQUISITES AND OTHER BENEFITS We provide certain executives, including our NEOs, with certain personal benefits and perquisites, as described below and in footnote 7 to the Summary Compensation Table at page 48. The Compensation Committee has reviewed and approved the perquisites described below. The Compensation Committee recognizes that these perquisites are an important factor in protecting our executive officers and in enabling them to focus on our business with minimal disruption. We generally do not provide any tax reimbursements to our executive officers for any of the perquisites we provide them, except as required by our company-wide relocation policy. Safety and Security. We maintain a comprehensive security policy, and as a component of this policy, we may determine that in appropriate circumstances, certain executive officers should be required to have personal security protection. Under our security policy, we require that the executive accept such personal security protection because we believe it is in the best interests of the Company and its shareholders that the executive not be vulnerable to security threats to the executive or his or her family members. We pay for the cost of home security systems for a limited number of executive officers in order to enhance their safety and protect our investment in them. We cover the cost of installation, monitoring and maintenance for these systems. In addition, the Compensation Committee has approved the use of our corporate aircraft for personal travel in connection with our overall security program. Tire Program. We offer our executive officers and Board members the opportunity to receive up to two sets of tires per year at our expense, including the cost of tires, mounting, balancing and disposal fees.
Relative Total Shareholder Return (TSR) Modifier
AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS The Company typically provides written offer letters to employees which provide for an “at will” employment arrangement but include certain binding obligations on both the Company and the employee. MR. METZELAAR’S OFFER LETTER The hiring of a Senior Vice President, Global Manufacturing and Supply Chain, was a critical strategic hire that enabled us to centralize manufacturing leadership to drive operational consistency, efficiency and performance across our worldwide operations. On January 13, 2025, Mr. Metzelaar became our Senior Vice President, Global Manufacturing and Supply Chain. Mr. Metzelaar receives an annual base salary of $575,000 and participates in our annual incentive plan, with a target annual incentive of 85% of his annual base salary, and our long-term incentive program, with a 2025 grant value of $700,000. In replacement of forfeited awards at his prior employer, Mr. Metzelaar received in 2025 (1) cash payments totalling $765,000 for awards from his prior employer that would have been payable or fully vested in 2025, (2) a one-time $400,000 RSU grant for long-term awards from his prior employer that would have been payable or fully vested over the next two years, and (3) a $300,000 long-term incentive award, comprised of 40% EPUs, 30% PSUs and 30% RSUs, for long-term awards from his prior employer that would have been payable or fully vested over the next three years. He will also receive in 2026 a cash payment of $600,000 for a forfeited cash retention award from his prior employer that would have been paid on July 31, 2026. Mr. Metzelaar will be required to repay these amounts if he leaves Goodyear within one-year of the payment dates. These replacement awards approximate the value of and vest on the same schedule as the forfeited awards and were made on the following terms:
Relative Total Shareholder Return (TSR) Modifier
| | VESTING DATE | VALUE | DETAILS | | 2025 Restricted Stock Units | 1/13/2027 | $400,000 | Prior employer LTI award vesting Aug/Dec 2026 | | 2025-2027 Additional LTIP Performance metrics and vesting schedule are identical to the annual LTIP | Varies | $300,000 | Prior employer LTI award vesting December 2027 |
Relative Total Shareholder Return (TSR) Modifier
Mr. Metzelaar is eligible to participate in our DC Excess Plan and is eligible for a performance-based benefit under that Plan. He is also a participant in other benefit plans and programs that generally are available to our executive officers and associates.
Relative Total Shareholder Return (TSR) Modifier
| COMPENSATION DISCUSSION AND ANALYSIS | | 45 |
Relative Total Shareholder Return (TSR) Modifier
COMPENSATION POLICIES AND PRACTICES STOCKHOLDING GUIDELINES In keeping with our objective of aligning our executives’ interests with our shareholders’ interests, we require our executives to hold equity in the Company equal in value to a designated multiple of their base salaries. Under the Company’s stockholding guidelines, officers must hold 100% of the net shares issued to them until they achieve the required stock ownership level, unless they demonstrate a need to sell shares due to a financial hardship. The required ownership values for our NEOs vary based on the executive’s level of responsibility as follows:
Relative Total Shareholder Return (TSR) Modifier
| TITLE | REQUIRED OWNERSHIP AS A MULTIPLE OF BASE SALARY | | Chief Executive Officer | 6x | | President, Executive Vice President or Senior Vice President | 3x |
Relative Total Shareholder Return (TSR) Modifier
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 is 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 2025, each of our NEOs complied with our stockholding guidelines and satisfied, or is working towards satisfying, their stockholding requirement. INSIDER TRADING POLICY We have adopted an insider trading policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers, employees and related persons that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. We comply with all applicable securities laws when transacting in our own securities. PROHIBITION ON HEDGING AND PLEDGING We have adopted, as part of our insider trading policy, prohibitions on the short sale of our Common Stock and other securities and the issuance, purchase or sale of, or trading or dealing in, puts, calls or other options or rights relating to our Common Stock and other securities. These provisions prohibit our directors, officers and employees from hedging the risk of their ownership of our Common Stock. We also prohibit our directors, officers and employees from holding our Common Stock and other securities in a margin account or otherwise pledging them as collateral for a loan. RECOVERY OF COMPENSATION AND CLAW-BACK POLICY
Other Recovery of Compensation
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.
KARLA R. LEWIS
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)1 | BONUS ($)2 | STOCK AWARDS ($)3 | OPTION AWARDS ($)4 | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)5 | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)6 | ALL OTHER COMPENSATION ($)7 | TOTAL ($) | | MARK W. STEWART Chief Executive Officer and President | 2025 | $1,400,000 | $— | $7,128,093 | $— | $4,899,200 | $— | $1,175,096 | $14,602,389 | | | 2024 | 1,299,487 | 4,280,000 | 16,798,406 | — | 2,267,021 | — | 1,145,050(8) | 25,789,964 | | CHRISTINA L. ZAMARRO Executive Vice President and Chief Financial Officer | 2025 | 1,038,333 | 875,000 | 2,029,041 | — | 2,446,933 | 878,532 | 68,010 | 7,335,849 | | | 2024 | 840,000 | 375,000 | 1,661,518 | — | 1,374,541 | 845,392 | 87,765 | 5,184,216 | | | 2023 | 725,000 | — | 2,122,986 | — | 1,189,350 | 435,273 | 113,175 | 4,585,784 | | DAVID E. PHILLIPS Senior Vice President and Chief Legal Officer | 2025 | 738,333 | — | 1,010,096 | — | 1,552,400 | 441,226 | 41,920 | 3,783,975 | | | 2024 | 715,000 | — | 964,258 | — | 1,140,959 | 493,689 | 20,575 | 3,334,481 | | | 2023 | 633,333 | 100,000 | 678,585 | — | 1,160,426 | 419,492 | 14,504 | 3,006,340 | | DON METZELAAR Senior Vice President, Global Manufacturing and Supply Chain | 2025 | 557,576 | 765,000 | 850,573 | — | 592,442 | — | 197,807 | 2,963,398 | | CHRISTOPHER P. HELSEL Senior Vice President and Chief Technical Officer | 2025 | 680,000 | — | 724,472 | — | 1,370,633 | 491,562 | 44,759 | 3,311,426 | | | 2024 | 680,000 | — | 871,853 | — | 990,361 | 1,176,777 | 61,276 | 3,780,267 |
KARLA R. LEWIS
(1)Includes Ms. Zamarro’s monthly stipend of $25,000 for her service as interim head of EMEA. (2)These amounts reflect payments made in 2025 pursuant to Ms. Zamarro’s retention award associated with Goodyear Forward, as disclosed in the Proxy Statement dated March 7, 2024, and Mr. Metzelaar’s offer letter. See “Agreements with Our Executive Officers — Mr. Metzelaar’s Offer Letter.” (3)Represents the aggregate grant date fair value as of the respective grant date for each award, excluding forfeitures. Because the grant date for a performance-based unit occurs when performance targets are approved, the values in this column include for 2025, 1/3 of the 2023-2025 awards, the portion of the 2024 - 2026 awards with respect to the one-year performance period ended December 31, 2025, and the portion of the 2025 - 2027 awards with respect to the one-year performance period ended December 31, 2025 and the 3-year performance period ending December 31, 2027. This column also includes a portion of Mr. Stewart’s 2024-2025 replacement PSU award. The awards remain subject to continued service, TSR modifiers and SI Index, as applicable. The grant date values in this table do not necessarily correspond to the actual value that will be received by the named executive officers. The maximum amount to be awarded with respect to the equity portion of our long-term incentive awards for each of the named executive officers is shown in the Grants of Plan-Based Awards Table in the column “Estimated Future Payouts Under Equity Incentive Plan Awards — Maximum.” The assumptions made in valuing stock awards reported in this column are discussed in Note to the Consolidated Financial Statements No. 1, “Accounting Policies” under “Stock-Based Compensation” and Note to the Consolidated Financial Statements No. 19, “Stock Compensation Plans” included in Goodyear’s Annual Report for the year ended December 31, 2025. For additional information regarding such grants, see “Compensation
KARLA R. LEWIS
| EXECUTIVE COMPENSATION | | 49 |
KARLA R. LEWIS
Discussion and Analysis — Long-Term Compensation — 2025 Grants of Performance-Based Incentives.” See also “Grants of Plan-Based Awards” below. (4)Represents the aggregate grant date fair value as of the respective grant date for each award. The assumptions made in valuing option awards reported in this column, if any, are discussed in Note to the Consolidated Financial Statements No. 1, “Accounting Policies” under “Stock-Based Compensation” and Note to the Consolidated Financial Statements No. 19, “Stock Compensation Plans” included in Goodyear’s Annual Report for the year ended December 31, 2025. No stock options were granted to any of the named executive officers in 2025, 2024 or 2023. (5)Represents amounts awarded under our annual and long-term incentive compensation plans, including replacement awards, as applicable. For additional information regarding annual cash incentive awards in 2025, see “Compensation Discussion and Analysis — Annual Compensation — Annual Incentive Plan.” Amounts awarded under our long-term incentive compensation plans are, for 2025, in respect of the one-year performance period ended December 31, 2025 for the 2023 - 2025, 2024 - 2026 and 2025 - 2027 awards. The 2024 - 2026 awards and the 2025 - 2027 awards remain subject to the named executive officer’s continued service through December 31, 2026 or December 31, 2027, respectively, and TSR modifiers. For additional information regarding long-term incentive awards, see “Compensation Discussion and Analysis — Long-Term Compensation — 2025 Grants of Performance-Based Incentives,” “— 2025 Financial Performance,” and “— Impact of TSR Modifier and SI Index on 2023 - 2025 Long-Term Incentive Awards.” The following table provides further information on the amounts payable, or earned but not yet payable, for performance periods ending on December 31, 2025 with respect to awards under our long-term incentive plan:
KARLA R. LEWIS
| | | | CURRENTLY PAYABLE 2023-2025 LONG-TERM INCENTIVE | | | NOT YET PAYABLE 2025 PERIOD | | | | 2025 ANNUAL INCENTIVE | | 2025 PERIOD | IMPACT OF TSR MODIFIER | IMPACT OF SI INDEX | 2024-2026 LONG- TERM INCENTIVE | 2025-2027 LONG- TERM INCENTIVE | | STEWART | | $2,195,200 | $— | $— | $— | $1,248,000 | $1,456,000 | | ZAMARRO | | 875,000 | 468,800 | (162,800) | 281,400 | 464,533 | 520,000 | | PHILLIPS | | 661,500 | 312,500 | (108,300) | 187,500 | 249,600 | 249,600 | | METZELAAR | | 453,775 | — | — | — | — | 138,667 | | HELSEL | | 606,900 | 296,900 | (103,100) | 178,200 | 225,333 | 166,400 |
KARLA R. LEWIS
(6)Represents total change in pension value for each named executive officer, which reflects both the accrual of additional benefits and changes in the assumptions used to value the benefits. Messrs. Stewart and Metzelaar do not participate in the Salaried Plan or the Supplementary Plan. The discount rate used to calculate the Supplementary Plan pension value decreased from 5.40% to 4.72% and the interest rate used to determine the lump sum value of the Supplementary Plan benefit increased from 2.75% to 3.25% on December 31, 2024 and December 31, 2025, respectively. These changes in assumptions accounted for a portion of the total change in pension value for each of the named executive officers. The table below allocates the total change in pension value between the actual increase in accrued benefits, including the growth in pension value due to the passage of time, and assumption changes.
KARLA R. LEWIS
| | CHANGE IN PENSION VALUE | | | | | DUE TO BENEFIT ACCRUAL | DUE TO ASSUMPTION CHANGES | TOTAL | | ZAMARRO | $854,475 | $24,057 | $878,532 | | PHILLIPS | 361,889 | 79,337 | 441,226 | | HELSEL | 696,283 | (204,721) | 491,562 |
KARLA R. LEWIS
No nonqualified deferred compensation earnings are required to be reported because neither the Deferred Compensation Plan nor the DC Excess Plan provide for “above-market” or preferential earnings as defined in applicable SEC rules and regulations. (7)The table below provides details on All Other Compensation for our named executive officers. Perquisites available to our officers are detailed on page 42. The Perquisites and Other category includes personal security expenses, relocation expenses and related tax gross-ups, the provision of up to two sets of automobile tires per year, personal financial planning services, annual physical exams, dues for club memberships and increases in the value of retiree medical benefits. Personal security services with a value of $204,944, and relocation expenses and related tax gross-ups under our global relocation policy with a value of $26,771 and $12,084, respectively, were provided to Mr. Stewart. Relocation expenses and related tax gross-ups under our global relocation policy with a value of $17,795 and $7,958, respectively, were provided to Mr. Metzelaar. The aggregate incremental cost to the Company for the personal use of company aircraft is determined based on the average direct operating costs of the aircraft allocable to personal use.
KARLA R. LEWIS
| | PERQUISITES AND OTHER | PERSONAL USE OF COMPANY AIRCRAFT | CONTRIBUTIONS TO SAVINGS PLAN | CONTRIBUTIONS TO DC EXCESS PLAN | PERFORMANCE-BASED BENEFIT ACCRUAL | TOTAL | | STEWART | $265,444 | $243,026 | $21,000 | $152,365 | $493,261 | $1,175,096 | | ZAMARRO | 35,209 | 11,801 | 21,000 | — | — | 68,010 | | PHILLIPS | 8,140 | 19,780 | 14,000 | — | — | 41,920 | | METZELAAR | 33,706 | — | 11,592 | 12,455 | 140,054 | 197,807 | | HELSEL | 23,759 | — | 21,000 | — | — | 44,759 |
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(8)Mr. Stewart’s 2024 All Other Compensation has been increased by $35,300 to reflect accruals made under the DC Excess Plan for the year ended December 31, 2024 and $48,625 to reflect additional personal use of company aircraft.
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| 50 | | EXECUTIVE COMPENSATION |
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GRANTS OF PLAN-BASED AWARDS The following table summarizes grants of plan-based awards made to the named executive officers during 2025.
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| NAME | GRANT DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($) | | | | THRESHOLD ($) | | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | STEWART | 2/24/2025 | | 2,100,000 | 4,200,000 | 8,400,000 | | | | | | | | 2/24/2025 | | | | | 30,482 | 60,965 | 121,930 | | 564,536(4) | | | 2/24/2025 | | | | | 75,076 | 150,153 | 300,306 | | 1,581,111(5) | | | 2/24/2025 | | | | | 105,313 | 210,627 | 421,254 | | 1,832,455(6) | | | 2/24/2025 | | | | | | | | 321,756 | 3,149,991 | | ZAMARRO | 2/24/2025 | | 750,000 | 1,500,000 | 3,000,000 | | | | | | | | 2/24/2025 | | | | | 6,573 | 13,146 | 26,292 | | 129,225(7) | | | 2/24/2025 | | | | | 11,346 | 22,693 | 45,386 | | 210,137(4) | | | 2/24/2025 | | | | | 26,813 | 53,626 | 107,252 | | 564,681(5) | | | 2/24/2025 | | | | | | | | 114,913 | 1,124,998 | | PHILLIPS | 2/24/2025 | | 360,000 | 720,000 | 1,440,000 | | | | | | | | 2/24/2025 | | | | | 4,382 | 8,764 | 17,528 | | 86,150(7) | | | 2/24/2025 | | | | | 6,096 | 12,193 | 24,386 | | 112,907(4) | | | 2/24/2025 | | | | | 12,869 | 25,740 | 51,480 | | 271,042(5) | | | 2/24/2025 | | | | | | | | 55,158 | 539,997 | | METZELAAR | 1/13/2025 | | | | | | | | 45,351 | 399,996 | | | 2/24/2025 | | 200,000 | 400,000 | 800,000 | | | | | | | | 2/24/2025 | | | | | 7,150 | 14,300 | 28,600 | | 150,580(5) | | | 2/24/2025 | | | | | | | | 30,643 | 299,997 | | HELSEL | 2/24/2025 | | 240,000 | 480,000 | 960,000 | | | | | | | | 2/24/2025 | | | | | 4,163 | 8,326 | 16,652 | | 81,845(7) | | | 2/24/2025 | | | | | 5,504 | 11,008 | 22,016 | | 101,934(4) | | | 2/24/2025 | | | | | 8,580 | 17,160 | 34,320 | | 180,695(5) | | | 2/24/2025 | | | | | | | | 36,772 | 359,998 |
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(1)Grants of the cash portion of our long-term incentive awards were made under the 2022 Performance Plan. For additional information regarding such awards, see “Compensation Discussion and Analysis — Long-Term Compensation — 2025 Grants of Performance-Based Incentives”. For Mr. Metzelaar, awards are inclusive of the cash portion of his replacement award, see “Agreements with Our Executive Officers — Mr. Metzelaar’s Offer Letter”. (2)Grants of performance share units were made under the 2022 Performance Plan. For additional information regarding such grants, see “Compensation Discussion and Analysis — Long-Term Compensation — 2025 Grants of Performance-Based Incentives”. For Mr. Metzelaar, awards are inclusive of the performance share portion of his replacement award, see “Agreements with Our Executive Officers — Mr. Metzelaar’s Offer Letter”. (3)Grants of restricted stock units were made under the 2022 Performance Plan. For additional information regarding such grants, see “Compensation Discussion and Analysis — Long-Term Compensation — 2025 Restricted Stock Unit Grants.” Mr. Metzelaar’s grant includes restricted stock units as part of his replacement award, see “Agreements with Our Executive Officers — Mr. Metzelaar’s Offer Letter”. (4)Represents the grant date fair value of the 2025 performance period for the 2024 - 2026 performance cycle. (5)Represents the grant date fair value of the one-year 2025 performance period and the three-year 2025 - 2027 performance period for the 2025 - 2027 performance cycle. (6)Represents the grant date fair value of the 2025 performance period for the 2024-2025 CEO PSU replacement award. (7)Represents the grant date fair value of the 2025 performance period for the 2023 - 2025 performance cycle.
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| EXECUTIVE COMPENSATION | | 51 |
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information about outstanding equity awards held by the named executive officers as of December 31, 2025.
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| | OPTION AWARDS | | | | STOCK AWARDS | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | | OPTION EXERCISE PRICE ($)(2) | OPTION EXPIRATION DATE | SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | | EQUITY INCENTIVE PLAN AWARDS: UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | | | NAME | EXERCISABLE (#)(1) | UNEXERCISABLE (#) | | | NUMBER (#)(3) | MARKET VALUE ($)(4) | NUMBER (#)(5) | MARKET VALUE ($)(4) | | STEWART | | | | | 1,069,883 | $9,372,175 | 342,642 | $3,001,544 | | | — | — | — | — | | | | | | ZAMARRO | | | | | 404,548 | $3,543,840 | 123,980 | $1,086,065 | | | 25,000 | — | $10.12 | 2/25/2030 | | | | | | PHILLIPS | | | | | 169,926 | $1,488,552 | 61,786 | $541,245 | | | 150,000 | — | $10.12 | 2/25/2030 | | | | | | METZELAAR | | | | | 86,617 | $758,765 | 22,471 | $196,846 | | | — | — | — | — | | | | | | HELSEL | | | | | 137,730 | $1,206,515 | 46,228 | $404,957 | | | 150,000 | — | $10.12 | 2/25/2030 | | | | |
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(1)Because the options in this column were fully vested as of December 31, 2025, the vesting schedules for these options are not reported. (2)The exercise price of each option granted under our equity compensation plans is equal to 100% of the per share fair market value of the Common Stock on the date granted (calculated as the closing market price for such date). The option exercise price and/or withholding tax obligations may be paid by delivery of shares of Common Stock valued at the fair market value on the date of exercise. (3)Figures in this column include the following earned performance share units, subject to a TSR modifier, and time-based restricted stock units for each of the named executive officers:
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| VEST DATE | AWARD TYPE | STEWART | ZAMARRO | PHILLIPS | METZELAAR | HELSEL | | December 31, 2026 | 2024-2026 performance share units | 128,636 | 47,881 | 25,726 | — | 23,226 | | December 31, 2027 | 2025-2027 performance share units | 111,542 | 39,837 | 19,121 | 10,623 | 12,747 | | February 27, 2026 | Restricted Stock Units, 2023 Grant | — | 59,158 | 39,439 | — | 37,467 | | March 1, 2026 | Restricted Stock Units, 2024 Grant | 76,206 | 28,366 | 15,241 | — | 13,759 | | | Restricted Stock Units, 2025 Grant | 107,252 | 38,305 | 18,386 | 10,215 | 12,258 | | March 1, 2027 | Restricted Stock Units, 2024 Grant | 76,206 | 28,365 | 15,241 | — | 13,759 | | | Restricted Stock Units, 2025 Grant | 107,252 | 38,304 | 18,386 | 10,214 | 12,257 | | March 1, 2028 | Restricted Stock Units, 2025 Grant | 107,252 | 38,304 | 18,386 | 10,214 | 12,257 | | Varies | Incremental Grants | 355,537 | 86,028 | — | 45,351 | — |
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For incremental grants, the amount shown for Mr. Stewart includes his 2024-2025 PSU replacement award vesting on May 15, 2026. The amount shown for Ms. Zamarro includes her grant of restricted stock units vesting on December 13, 2026. The amount shown for Mr. Metzelaar includes his restricted stock unit replacement award vesting on January 13, 2027. (4)Calculated by multiplying $8.76, the closing market price of our Common Stock on December 31, 2025, by the number of restricted stock units or performance share units that are not vested or are unearned at December 31, 2025. (5)Unearned performance share units that will vest on December 31, 2026 or December 31, 2027, subject to the achievement of the respective performance goals and TSR modifier. Restricted stock units do not have any voting rights but receive dividend equivalents that vest and are payable in shares of Common Stock at the same time and subject to the same conditions as the underlying restricted stock units. Earned and unearned, but unvested, performance share units do not have any voting rights and are not entitled to receive dividend equivalents. For additional information regarding the terms of the performance share units, see “Compensation Discussion and Analysis — Long-Term Compensation — 2025 Grants of Performance-Based Incentives.”
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| 52 | | EXECUTIVE COMPENSATION |
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OPTION EXERCISES AND STOCK VESTED The following table sets forth certain information regarding option exercises by, and the vesting of stock awards for, the named executive officers during 2025.
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| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | STEWART | — | $— | 477,547 | $5,150,950(2) | | ZAMARRO | — | — | 74,763 | 680,510(3) | | PHILLIPS | — | — | 67,474 | 620,297(4) | | METZELAAR | — | — | — | — | | HELSEL | — | — | 60,381 | 554,134(5) |
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(1)Represents the difference between the exercise price and the fair market value of our Common Stock on the date of exercise. (2)Represents the total value realized upon the vesting of 265,015 performance share awards for 2024, which were paid 100% in shares of Common Stock, and the total value realized upon the vesting of 212,532 restricted stock units. (3)Represents the total value realized upon the vesting of 37,682 performance share awards for 2023-2025, which were paid 100% in shares of Common Stock, and the total value realized upon the vesting of 37,081 restricted stock units. (4)Represents the total value realized upon the vesting of 25,119 performance share awards for 2023-2025, which were paid 100% in shares of Common Stock, and the total value realized upon the vesting of 42,355 restricted stock units. (5)Represents the total value realized upon the vesting of 23,865 performance share awards for 2023-2025, which were paid 100% in shares of Common Stock, and the total value realized upon the vesting of 36,516 restricted stock units.
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| EXECUTIVE COMPENSATION | | 53 |
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RETIREMENT PROGRAMS Over two decades ago, the Company closed its primary defined benefit plan for salaried employees in the United States, the Salaried Plan, to new entrants. Accruals in the Salaried Plan were frozen effective December 31, 2008. Mr. Helsel, our only named executive officer who participated in the Salaried Plan, was eligible for immediate commencement of the benefit as of December 31, 2025. In connection with the Salaried Plan freeze, Mr. Helsel became eligible to receive allocations under the retirement contributions feature of the Savings Plan on January 1, 2009. Goodyear also maintains the Supplementary Plan, a non-qualified plan which provides additional retirement benefits to U.S.-based executive officers hired prior to December 31, 2021, when the plan was closed to new entrants. Executives hired after December 31, 2021 receive a “performance-based benefit” under our DC Excess Plan. Our named executive officers participated in different retirement programs during 2025 based on their eligibility as follows:
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| | DEFINED BENEFIT | | DEFINED CONTRIBUTION | | | | | NAME | SALARIED PLAN (FROZEN) | SUPPLEMENTARY PLAN | SAVINGS PLAN RETIREMENT CONTRIBUTION | SAVINGS PLAN COMPANY MATCH | DC EXCESS PLAN | PERFORMANCE-BASED BENEFIT | | STEWART | | | | | | | | ZAMARRO1 | | | | | | | | PHILLIPS1 | | | | | | | | METZELAAR | | | | | | | | HELSEL | | | | | | |
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(1)Ms. Zamarro and Mr. Phillips are eligible to receive benefits under the DC Excess Plan until they are eligible for commencement of benefits under the Supplementary Plan. DEFINED CONTRIBUTION PLANS The Savings Plan is a tax-qualified defined contribution plan that permits eligible employees, including all of the named executive officers, to contribute 1% to 50% of their compensation to their Savings Plan account, subject to an annual contribution ceiling ($23,500 in 2025) and an annual compensation limit ($350,000 in 2025), whichever occurs first. Savings Plan participants who are age 50 or older and contributing at the maximum plan limits or at the annual contribution ceiling are entitled to make “catch-up” contributions annually of an additional 25% of their compensation up to a specified amount ($7,500 in 2025). Participants in the Savings Plan are eligible to receive Company retirement contributions, equal to a percentage of pay regardless of the participants’ contributions, and matching contributions in addition to the other retirement benefits described in this section. Savings Plan participants are also eligible to make after-tax contributions subject to limits imposed by the Internal Revenue Code of 1986, as amended (the “Code”). Contributions are invested, at the direction of the participant, in any one or more of the fifteen available funds and/or in mutual funds under a self-directed account. The DC Excess Plan is a defined contribution plan in which participants accrue a company match benefit substantially equal to those they would have received in the Savings Plan but were not able to because of Internal Revenue Code limitations. Effective January 1, 2022, the DC Excess Plan provides a performance-based benefit to designated participants, pursuant to which the company makes defined contributions based on a formula tied to company performance, as measured under the annual incentive plan. Company contributions are equal to the participant’s annual base salary paid during the applicable performance period, limited to twelve (12) months, plus the award to be payable under the annual incentive plan, if any, multiplied by the applicable percentage (7% for threshold performance; 14% for target performance, and 28% for maximum performance) based on company-wide achievement under the annual incentive plan. Amounts included in the table below relate to the DC Excess Plan and the performance-based benefit as of December 31, 2025. Aggregate account balances disclosed below include both vested and unvested contributions made by the Company. The contributions represented in the above table are unfunded, notional amounts credited by book entry to the participants’ accounts. Funds are notionally invested at a market interest rate equal to 120% of the quarterly APR and compounded monthly.
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| 54 | | EXECUTIVE COMPENSATION |
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2025 NONQUALIFIED DEFERRED COMPENSATION
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| NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) | REGISTRANT CONTRIBUTIONS IN LAST FY(1) ($) | AGGREGATE EARNINGS IN LAST FY ($)(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE(3) ($) | | STEWART | N/A | $645,626 | $22,963 | N/A | $986,974 | | ZAMARRO | N/A | — | — | N/A | — | | PHILLIPS | N/A | — | — | N/A | — | | METZELAAR | N/A | 152,509 | 130 | N/A | 152,639 | | HELSEL | N/A | — | — | N/A | — |
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(1)Amounts shown are reflected in the Summary Compensation Table. (2)None of the amounts shown are reflected in the Summary Compensation Table. (3)Mr. Stewart had $316,422 in registrant contributions reported in the Summary Compensation Table for 2024. The aggregate earnings in 2024 for Mr. Stewart were $1,963. DEFINED BENEFIT PLANS Goodyear’s Salaried Plan is a defined benefit plan qualified under the Code in which U.S.-based salaried employees hired before January 1, 2005 participate. 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. 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 ($88,050 in 2025), 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. The chart below indicates the date at which each eligible named executive officer is or will be eligible to receive a benefit from the Supplementary Plan.
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| EXECUTIVE COMPENSATION | | 55 |
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SUPPLEMENTARY PLAN
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| NAME | EARLIEST ELIGIBILITY FOR BENEFIT COMMENCEMENT | | ZAMARRO | January 1, 2027 | | PHILLIPS | November 1, 2030 | | HELSEL | Currently eligible |
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The Pension Benefits table below shows for the eligible named executive officers the number of years of credited service, present value of accumulated benefit, and payments during the last fiscal year, for each defined benefit plan. The “Present Value of Accumulated Benefit” is the lump sum value as of December 31, 2025 of the expected pension benefit payable at age 62 that was earned as of December 31, 2025. That is, the benefit reflects service and compensation only through 2025, not projected for future years. The benefit payment at age 62 is assumed to be the lump sum form. The present value is measured using the same assumptions used for financial reporting purposes (and which are set forth following the Pension Benefits Table), with the exception of the commencement age. The commencement age is assumed to be 62 because that is the age at which the Supplementary Plan benefit is payable with no reduction for early retirement. If a participant would not have 10 years of service at age 62, then the benefit is assumed to be payable at the age when 10 years of service would be attained. If a participant has announced their intention to retire as of December 31, 2025, then the benefit is assumed to be payable at their age on their expected retirement date. None of the named executive officers have received any additional years of credited service. The Compensation Committee has adopted a policy prohibiting the grant of additional service credit to participants in the Supplementary Plan.
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| NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(1) | PAYMENTS DURING LAST FISCAL YEAR ($) | | ZAMARRO | Supplementary Pension Plan | 18.17 | $3,256,884 | $— | | PHILLIPS | Supplementary Pension Plan | 14.50 | 2,374,863 | — | | HELSEL | Supplementary Pension Plan | 29.58 | 5,540,065 | — | | | Salaried Pension Plan | 12.58 | 80,235 | — |
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(1)All amounts shown are estimates as of December 31, 2025; the actual benefits to be paid to the named executive officers will be based on their credited service, compensation, and other factors at the time of their retirement. The amounts set forth in the table above are based on the following assumptions: •the measurement date is December 31, 2025 •the form of payment is a lump sum •the interest rate used to calculate the Supplementary Plan lump sum payment for benefits commencing in 2026 or later: 3.25% •the interest rate used to calculate the Salaried Plan lump sum payment for benefits commencing in 2026 or later: 5.28% (Mr. Helsel) •the mortality assumptions used to calculate the lump sum are those set forth in Code Section 417(e) for the Salaried Plan and those set forth in UP-1984 Mortality for the Supplementary Plan •the discount rate used to determine the present value of the accumulated benefit is 4.72% for the Supplementary Plan and 5.28% for the Salaried Plan •the benefit commencement age is the later of age 62 and the age at which 10 years of service is attained (or, if older, age at the measurement date) •the accumulated benefit is calculated based on credited service and pay as of December 31, 2025 (for the Salaried Plan, credited service and pay as of December 31, 2008).
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| 56 | | EXECUTIVE COMPENSATION |
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NONQUALIFIED DEFERRED COMPENSATION The Deferred Compensation Plan is a non-qualified deferred compensation plan that provides named executive officers and certain other highly compensated employees the opportunity to defer their base salary, annual incentive, and cash-based long-term incentive payments. Deferred amounts may be invested in one of five investment alternatives or, with respect to annual incentive payments, Goodyear stock units. Four of these investment alternatives are funds managed by The Northern Trust Company, and currently include a money market fund, an equity index fund, a bond fund, and a balanced fund. The average interest rate payable with respect to funds invested in the Northern Trust money market fund was 4.13% for the year ended December 31, 2025. The fifth investment vehicle is a growth fund managed by American Century Investments. Investment elections among the five investment alternatives may be changed daily. Deferrals of annual incentive payments into Goodyear stock units will result in a 20% premium paid in stock units that will vest in one year. There is no guaranteed return associated with any deferred amounts, and deferred amounts are subject to the claims of creditors in the event of our bankruptcy. Distribution of deferred amounts may begin after separation of service or in a selected number of years ranging from one to 20. Payment of deferred amounts will be in a lump sum or up to 15 annual installments, as elected at the time of deferral. Redeferral of amounts originally deferred prior to January 1, 2005 is allowed only if elected one year prior to the scheduled payout. Any stock units are converted to shares of Common Stock and distributed to the participant on March 31 of the fourth year following the end of the plan year under which the award was earned. None of our NEOs are currently participants in the Deferred Compensation Plan.
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| EXECUTIVE COMPENSATION | | 57 |
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL We provide for the payment of severance and certain other benefits to our named executive officers upon certain types of terminations of employment, as described below. EXECUTIVE SEVERANCE PLAN The Executive Severance Plan provides severance benefits to the Company’s officers, including all of the named executive officers, as follows: (1)If a participant’s employment is terminated by the Company and its affiliates other than for Cause (as such term is defined below), death or disability (and other than in connection with a change-in-control, as described in paragraph (2) below), such participant will generally receive: (i) earned but unpaid base salary and annual incentive compensation and accrued paid vacation, sick leave, sabbatical, holiday and other paid time off; (ii) a pro-rated annual incentive payment based on actual performance for the entire fiscal year in an amount not to exceed the participant’s target annual incentive; (iii) a cash severance payment equal to the sum of the participant’s base salary and target annual incentive at the time of severance multiplied by the participant’s severance multiple, which is established by the Compensation Committee and currently ranges from 1.0x to 2.0x; (iv) if the sum of the participant’s age plus years of credited service is equal to or greater than 75, vesting of the participant’s benefit under the Supplementary Plan; (v) continued health care coverage for a number of years equal to the participant’s severance multiple; and (vi) outplacement services in an amount not to exceed $25,000. Mr. Stewart’s severance multiple is 2.0x and each of the other named executive officers’ severance multiple is 1.5x. (2)If a participant’s employment is terminated involuntarily other than for Cause, death, disability or mandatory retirement or by the participant for Good Reason during the pendency of, and for ninety days following the cessation of, a Potential Change in Control (as such term is defined below) or within two years following a Change in Control (as such term is defined below), such participant will generally receive: (i) earned but unpaid base salary and annual incentive compensation and accrued paid vacation, sick leave, sabbatical, holiday and other paid time off; (ii) a pro-rated annual incentive payment based on the participant’s target annual incentive; (iii) a cash severance payment equal to twice the sum of the participant’s base salary and target annual incentive; (iv) if the participant has at least five years of service, vesting of the participant’s Supplementary Plan benefit; (v) continued health care coverage for up to two years; and (vi) outplacement services in an amount not to exceed $25,000 and reimbursement for certain legal fees incurred in connection with certain claims made under the Executive Severance Plan. To be eligible to receive the benefits described above, the participant must execute a release and agree, among other things, to certain confidentiality, non-disparagement, non-solicitation and non-competition covenants. The Executive Severance Plan has been effective since February 28, 2013 and now renews for one-year periods unless the Company provides notice, at least 90 days prior to the end of the current term, of its intent not to renew the Executive Severance Plan. The Executive Severance Plan automatically renewed for an additional one-year period ending on February 28, 2026. As used in the Executive Severance Plan: “Cause” means (1) the continued failure by an eligible employee to substantially perform the employee’s duties with the Company (other than any such failure resulting from the employee’s incapacity due to physical or mental illness), (2) the engaging by the employee in conduct which is demonstrably injurious to the Company, monetarily or otherwise, (3) the employee committing any felony or any crime involving fraud, breach of trust or misappropriation or (4) any breach or violation of any agreement relating to the employee’s employment with the Company where the Company, in its discretion, determines that such breach or violation materially and adversely affects the Company. A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (1)any person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any
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| 58 | | EXECUTIVE COMPENSATION |
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securities acquired directly from the Company other than securities acquired by virtue of the exercise of a conversion or similar privilege or right unless the security being so converted or pursuant to which such right was exercised was itself acquired directly from the Company) representing 20% or more of (A) the then outstanding shares of Common Stock of the Company or (B) the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or (2)the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board of Directors (the “Incumbent Board”): individuals who, on February 28, 2013, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, without limitation, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on February 28, 2013 or whose appointment, election or nomination for election was previously so approved or recommended; or (3)there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation pursuant to which (A) the voting securities of the Company outstanding immediately prior to such merger or consolidation will continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than 50% of the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, (B) no person will become the beneficial owner, directly or indirectly, of securities of the Company or such surviving entity or any parent thereof representing 20% or more of the outstanding shares of common stock or the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to such merger or consolidation) and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation (or any parent thereof) resulting from such merger or consolidation; or (4)the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, (A) more than 50% of the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of which (or of any parent of such entity) is owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, (B) in which (or in any parent of such entity) no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the outstanding shares of common stock resulting from such sale or disposition or the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to such sale or disposition) and (C) in which (or in any parent of such entity) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors. “Good Reason” means the occurrence during the pendency of, and for ninety days following the cessation of, a Potential Change in Control or within two years following a Change in Control, without the affected eligible employee’s written consent, of any of the following: (1)the assignment to the employee of duties that are materially inconsistent with the employee’s authority, duties or responsibilities immediately prior to a Potential Change in Control or, in the absence thereof, a Change in Control (other than pursuant to a transfer or promotion to a position of equal or enhanced responsibility or authority) or any other action by the Company which results in a material diminution in such authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the employee, provided, however, that any such material diminution that is primarily a result of the Company no longer being a publicly traded entity or becoming a subsidiary or division of another entity shall not be deemed “Good Reason” for purposes of the Executive Severance Plan, except that an employee shall have Good Reason if the Company is no longer a publicly traded entity and, immediately before the Change in Control that caused the Company no longer to be a publicly traded entity, substantially all of the employee’s duties and responsibilities related to public investors or government agencies that regulate publicly traded entities; (2)a change in the location of such employee’s principal place of business by more than 50 miles when compared to the employee’s principal place of business immediately before a Potential Change in Control or, in the absence thereof, a Change in Control;
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(3)a material reduction in the Employee’s annual base salary or target annual incentive opportunity from that in effect immediately before a Potential Change in Control or, in the absence thereof, a Change in Control; and (4)the failure by any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform the Executive Severance Plan in the same manner and to the same extent that the Company would be required to perform it if no succession had taken place. A “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (1)the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (2)the Company or any person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (3)any person becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company other than securities acquired by virtue of the exercise of a conversion or similar privilege or right unless the security being so converted or pursuant to which such right was exercised was itself acquired directly from the Company) representing 20% or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the Company’s then outstanding voting securities; or (4)the Board adopts a resolution to the effect that a Potential Change in Control has occurred. The description above is meant only to be a summary of the provisions of the Executive Severance Plan. The Executive Severance Plan was an exhibit to a Form 8-K filed with the SEC on March 6, 2013. QUANTIFICATION OF TERMINATION BENEFITS The table below shows amounts that would be payable to each of the named executive officers, as of December 31, 2025, upon the termination of their employment in the circumstances indicated in each row of the table. The amounts shown are calculated on the assumption that the triggering event occurred on December 31, 2025. For the other named executive officers, we have assumed that, if a named executive officer resigned or was terminated for Cause, the Compensation Committee would have exercised its discretion to cancel any outstanding awards in respect of the performance cycles ending on December 31, 2025 prior to the payment of those awards in February 2026. Other assumptions used to determine the amounts shown are described below. Cash Severance. The amounts shown in the rows captioned “Termination Without Cause” and “Involuntary Termination Within Two Years of Change in Control” are calculated in accordance with the terms of the Executive Severance Plan. (See “Executive Severance Plan” above.) Cash severance is not payable in any other circumstance. Annual and Long-Term Cash Incentives. The amounts shown in the table for annual and long-term cash incentives are the amounts earned for the annual or three-year performance cycles ended December 31, 2025. The amounts shown in the row captioned “Death/Disability” also include (a) the amounts earned but not yet payable for completed performance periods and (b) the pro-rated unearned target amounts for incomplete performance periods under the 2024-2026 and 2025-2027 long-term cash incentive awards. For retirement eligible officers, the row captioned “Retirement” also includes the amounts earned but not yet payable for completed performance periods under the 2024-2026 and 2025-2027 long-term cash incentive awards. The amounts shown in the row captioned “Involuntary Termination Within Two Years of Change in Control” also include (a) the amounts earned but not yet payable for completed performance periods and (b) the unearned amounts at the target amount of the award opportunity for uncompleted performance periods under the 2024-2026 and 2025-2027 long-term cash incentive awards. Equity. The amounts shown in the table for equity with respect to restricted stock units in the rows captioned “Death/Disability” and “Retirement” reflect pro-rata vesting, and in the row captioned “Involuntary Termination Within Two Years of Change in Control” reflect the full vesting, of the restricted stock units upon the occurrence of those events. In each case, the amounts shown are calculated based on a per share price of $8.76, the closing market price of our Common Stock on December 31, 2025. The amounts shown in the table for equity with respect to performance share awards are the amounts earned for the three-year performance cycle ended December 31, 2025. The amounts shown in the row captioned “Death/Disability” also include (a) the amounts earned but not yet payable for completed performance periods and (b) pro-rated unearned target
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amounts for incomplete performance periods under the 2024-2026 and 2025-2027 performance share awards. For retirement eligible officers, the amounts shown in the row captioned “Retirement” also include the amounts earned but not yet payable for completed performance periods under the 2024-2026 and 2025-2027 performance share awards. The amounts shown in the row captioned “Involuntary Termination Within Two Years of Change in Control” also include (a) the amounts earned but not yet payable for completed performance periods and (b) the unearned amounts at the target amount of the award opportunity for uncompleted performance periods under the 2024-2026 and 2025-2027 performance share awards. In each case, the amounts shown are calculated based on a per share price of $8.76, the closing market price of our Common Stock on December 31, 2025. Our equity compensation plans provide that unexercised stock options terminate automatically if the optionee ceases to be an employee of Goodyear or one of its subsidiaries for any reason, except that (a) upon retirement or disability of the optionee more than six months after the grant date, each stock option will become immediately exercisable and remain exercisable until the earlier of five years or its expiration date, (b) in the event of the death of the optionee more than six months after the grant date, each stock option will become immediately exercisable and remain exercisable until the earlier of three years after the date of death of the optionee or its expiration date, and (c) in the event of the termination of the optionee’s employment by us other than for cause, each vested stock option will remain exercisable for 90 days following the date of termination of their employment. Additional Retirement Benefits. The table below shows the additional retirement benefits, if any, that would be payable to the named executive officer if the named executive officer’s employment was terminated on December 31, 2025, and that named executive officer was vested in the benefit as of that date. Mr. Stewart and Mr. Metzelaar have accrued regular and performance-based benefits in the DC Excess Plan, but are not yet vested in those benefits. Mr. Helsel is vested in his Supplementary Plan benefit and will receive benefits upon retirement. Ms. Zamarro and Mr. Phillips are not yet vested in a Supplementary Plan benefit, and would instead receive substantially smaller benefits from the DC Excess Plan. The Supplementary Plan and Salaried Plan amounts shown in the Pension Benefits table are the present values at December 31, 2025 of benefits that would be payable in lump sum form at the later of age 62 and the age at which 10 years of service is attained (or age at December 31, 2025, if older than 62). The amounts shown in the table below are the additional amounts that would be payable, together with the amounts shown in the Pension Benefits table, in lump sum form after termination of employment at December 31, 2025. The additional amounts are solely due to differences in the assumptions used to value the benefit as of December 31, 2025. See “Compensation Discussion and Analysis — Retirement and Other Benefits — Retirement Benefits” for more information. In the event of an “Involuntary Termination Within Two Years of Change in Control,” Ms. Zamarro’s and Mr. Phillips’ benefits under the Supplementary Plan will become vested since they each have five years of credited service. For Ms. Zamarro, the difference between the amount payable from the Supplementary Plan upon a triggering event ($4,055,679) and the value presented in the Pension Benefits table ($3,256,884) is solely due to differences in the assumptions used in the calculations. For Mr. Phillips, the difference between the amount payable from the Supplementary Plan upon a triggering event ($2,718,377) and the value presented in the Pension Benefits table ($2,374,863) is solely due to differences in the assumptions used in the calculations. Mr. Helsel is already vested in the Supplementary Plan benefit, so there is no additional retirement benefit in the event of a change in control. Under the terms of the DC Excess Plan, Mr. Stewart and Mr. Metzelaar would receive all of the compensation accrued under the performance-based benefit of that plan ($790,344 and $140,054, respectively) in the event of a change in control. All Other Benefits. The amounts shown for all other benefits for each scenario include the payment of accrued vacation as of December 31, 2016. In addition, the amounts shown in the row captioned “Termination Without Cause” include reimbursement of COBRA payments and payments for outplacement services (capped at $25,000), and the amounts shown in the row captioned “Involuntary Termination Within Two Years of Change in Control” include reimbursement of COBRA payments, payments for outplacement services (capped at $25,000), and reimbursement for legal fees, if any (assumed to be $0 for purposes of the table below). For purposes of the table below, resignations, terminations without cause, and involuntary terminations upon a change in control are treated like a retirement if the employee is eligible for retirement as of the date of termination. Mr. Helsel was eligible for retirement on December 31, 2025.
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| NAME | TRIGGERING EVENT | CASH SEVERANCE | ANNUAL AND LONG-TERM CASH INCENTIVES | EQUITY | ADDITIONAL RETIREMENT BENEFITS | ALL OTHER BENEFITS | TOTAL | | STEWART | Death/Disability | $— | $6,437,019 | $8,143,894 | $— | $— | $14,580,913 | | | Retirement | — | 2,195,200 | — | — | — | 2,195,200 | | | Termination Without Cause | 7,280,000 | 2,195,200 | — | — | 48,896 | 9,524,096 | | | Involuntary Termination Within Two Years of Change in Control | 7,280,000 | 10,436,800 | 12,373,719 | 790,344 | 48,896 | 30,929,759 | | ZAMARRO | Death/Disability | — | 3,502,722 | 3,168,543 | — | 2,945 | 6,674,210 | | | Retirement | — | 1,950,000 | 330,094 | — | 2,945 | 2,283,039 | | | Termination Without Cause | 2,625,000 | 1,950,000 | 330,094 | — | 42,116 | 4,947,210 | | | Involuntary Termination Within Two Years of Change in Control | 3,500,000 | 4,949,307 | 4,960,000 | 4,055,679 | 46,839 | 17,511,825 | | PHILLIPS | Death/Disability | — | 2,176,964 | 1,478,432 | — | 27,404 | 3,682,800 | | | Retirement | — | 1,378,200 | 220,042 | — | 27,404 | 1,625,646 | | | Termination Without Cause | 2,137,500 | 1,378,200 | 220,042 | — | 72,467 | 3,808,209 | | | Involuntary Termination Within Two Years of Change in Control | 2,850,000 | 2,896,920 | 2,249,840 | 2,718,377 | 79,154 | 10,794,291 | | METZELAAR | Death/Disability | — | 1,219,109 | 440,424 | — | — | 1,659,533 | | | Retirement 1 | — | 453,775 | — | — | — | 453,775 | | | Termination Without Cause 1 | 1,595,625 | 453,775 | — | — | 42,922 | 2,092,322 | | | Involuntary Termination Within Two Years of Change in Control | 2,127,500 | 1,485,775 | 955,611 | 140,054 | 48,896 | 4,757,836 | | HELSEL | Death/Disability | — | 1,938,540 | 1,254,801 | 878,442 | 29,750 | 4,101,533 | | | Retirement | — | 1,938,540 | 1,254,801 | 878,442 | 29,750 | 4,101,533 | | | Termination Without Cause | 1,887,000 | 1,938,540 | 1,254,801 | 878,442 | 82,650 | 6,041,433 | | | Involuntary Termination Within Two Years of Change in Control | 2,516,000 | 2,475,167 | 1,820,529 | 878,442 | 91,950 | 7,782,088 |
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(1)In addition to the amounts listed above, Mr. Metzelaar’s replacement awards paid during 2025 would be subject to repayment in the aggregate amount of $765,000 if he is terminated without cause due to their 1-year clawback periods. See additional details in the “Agreements with Our Named Executive Officers” section on page 44.
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DIRECTOR COMPENSATION TABLE The table below sets forth information regarding the compensation paid to our non-management directors during 2025.
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| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)1 | ALL OTHER COMPENSATION ($)2 | TOTAL ($) | | CLAYTON | $152,143 | $180,000 | $— | $332,143 | | FIRESTONE | 162,143 | 180,000 | 2,316 | 344,459 | | GEISSLER | 137,143 | 180,000 | 2,425 | 319,568 | | HINRICHS | 137,143 | 180,000 | — | 317,143 | | KOELLNER | 352,143 | 180,000 | 2,294 | 534,437 | | LEWIS | 152,143 | 180,000 | — | 332,143 | | MAHENDRA-RAJAH3 | 5,417 | — | 1,569 | 6,986 | | MCGLADE | 145,316 | 180,000 | — | 325,316 | | MITCHELL | 137,143 | 180,000 | 1,952 | 319,095 | | SIU | 137,143 | 180,000 | — | 317,143 | | WESSEL | 137,143 | 180,000 | — | 317,143 | | WINKLER | 88,077 | 164,712 | 1,137 | 253,926 | | WOOD | 153,970 | 180,000 | — | 333,970 |
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| YEAR | SUMMARY COMPENSATION TABLE (SCT) TOTAL FOR PEO11 | COMPENSATION ACTUALLY PAID TO PEO12 | SUMMARY COMPENSATION TABLE (SCT) TOTAL FOR PEO21 | COMPENSATION ACTUALLY PAID TO PEO2 | AVERAGE SCT TOTAL FOR NON-PEO NEOs1 | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs3 | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (IN MILLIONS)5 | SOI (COMPANY- SELECTED MEASURE) (IN MILLIONS)5,6 | | | | | | | | | TSR | PEER GROUP TSR4 | | | | 2025 | $14,602,389 | $16,345,262 | | | $4,348,662 | $3,865,410 | $80.29 | $79.56 | $(1,700) | $1,057 | | 2024 | 25,789,964 | 21,086,164 | $18,256,958 | $10,045,072 | 4,752,047 | 2,555,429 | 82.49 | 68.86 | 35 | 1,302 | | 2023 | | | 14,740,302 | 16,802,641 | 5,336,338 | 5,688,099 | 131.26 | 88.96 | (731) | 943 | | 2022 | | | 10,317,348 | (11,700,294) | 3,264,573 | (2,598,280) | 93.03 | 89.00 | 202 | 1,274 | | 2021 | | | 21,415,578 | 39,794,054 | 6,743,039 | 11,818,873 | 195.42 | 120.99 | 780 | 1,288 |
COMPENSATION ACTUALLY PAID AND COMPANY TSR
COMPENSATION ACTUALLY PAID AND COMPANY TSR
COMPENSATION ACTUALLY PAID AND COMPANY TSR
| | CEO CAP | | Non-CEO CAP | | TSR |
COMPENSATION ACTUALLY PAID AND COMPANY TSR
The following table illustrates the value of our CEO and other NEOs’ CAP and net income:
COMPENSATION ACTUALLY PAID AND NET INCOME
COMPENSATION ACTUALLY PAID AND NET INCOME
COMPENSATION ACTUALLY PAID AND NET INCOME
| | CEO CAP | | Non-CEO CAP | | Net Income |
COMPENSATION ACTUALLY PAID AND NET INCOME
The following table illustrates the value of our CEO and other NEOs’ CAP and the Company’s SOI (Company-Selected Measure):
COMPENSATION ACTUALLY PAID AND SOI
COMPENSATION ACTUALLY PAID AND SOI
COMPENSATION ACTUALLY PAID AND SOI
| | CEO CAP | | Non-CEO CAP | | SOI |
COMPENSATION ACTUALLY PAID AND SOI
The following table compares the Company’s TSR to the Peer Group TSR: