TABLE OF CONTENTS

 

		Notice Of 2022 Annual Meeting of Shareholders and Proxy Statement
		Proxy Statement Summary
1		Corporate Governance Principles and Board Matters
2		Board Leadership Structure
3		Board’s Role in Risk Oversight
5		Consideration of Director Nominees
5		Director Selection Guidelines
5		Identifying and Evaluating Nominees for Director
6		Board Structure and Committee Composition
7		Audit Committee
7		Compensation Committee
8		Committee on Corporate Responsibility and Compliance
9		Finance Committee
9		Governance Committee
9		Executive Committee
10		Corporate Responsibility
12		Communications with the Board
12		Board Independence
12		Overboarding Policy
13		Proposal 1 – Election of Directors
19		Proposal 2 – Advisory Vote to Approve the Compensation of Our Named Executive Officers
20		Compensation Discussion and Analysis
20		CD&A Table of Contents
21		Executive Summary
29		Compensation Philosophy
29		Components of Executive Compensation
31		Compensation Decision-Making
33		Role of Compensation Consultant
33		Peer Group Benchmarking of Primary Compensation
34		Target Setting
39		Annual Compensation
46		Long-Term Compensation
56		Retirement and Other Benefits
58		Compensation Policies and Practices
61		Compensation Committee Report

62		Executive Compensation
62		Summary Compensation Table
64		Summary of Realized Pay Earned by Our Chief Executive Officer for 2019, 2020 and 2021
65		Grants of Plan-Based Awards
67		Outstanding Equity Awards at Fiscal Year-End
69		Option Exercises and Stock Vested
69		Defined Contribution Plan Benefits
69		Pension Benefits
72		Nonqualified Deferred Compensation
73		Potential Payments Upon Termination or Change-in-Control
79		Director Compensation Table
81		Risks Related to Compensation Policies and Practices
81		Pay Ratio
82		Beneficial Ownership of Common Stock
84		Related Person Transactions
85		Proposal 3 – Approval of the 2022 Performance Plan
95		Principal Accountant Fees and Services
96		Report of the Audit Committee
97		Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm
99		Proposal 5 – Shareholder Proposal
102		General Information
102		Shares Voting
102		Vote Required
103		Attending the Annual Meeting
103		Adjourned Meeting
104		Voting Shares Held in Street Name
104		Savings Plan Shares
104		Voting of Proxy
105		Revocability of Proxy
105		Confidentiality
105		Shareholders Sharing The Same Address
106		Form 10-K
106		Costs of Solicitation
106		Submission of Shareholder Proposals and Nominations
107		Other Business

 

USE OF FORWARD-LOOKING STATEMENTS

For additional information regarding our use of forward-looking statements in this Proxy Statement, see Exhibit A.

 

CORPORATE GOVERNANCE

PRINCIPLES AND BOARD MATTERS

Goodyear is committed to having sound corporate governance principles. Having such principles is essential to running Goodyear’s business efficiently and to maintaining Goodyear’s integrity in the marketplace. Goodyear’s Corporate Governance Guidelines, Business Conduct Manual, Board of Directors and Executive Officers Conflict of Interest Policy and charters for each of the Audit, Compensation, Corporate Responsibility and Compliance, Finance, and Governance Committees are available at https://corporate.goodyear.com/us/en/investors/governance/documents-charters.html. Please note, however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document. A copy of the committee charters and corporate governance policies may also be obtained upon request to the Goodyear Investor Relations Department.

CURRENT COMMITTEE MEMBERSHIP AND MEETINGS HELD DURING 2021

 

Committees

Independent

Audit

Compensation

Corporate Responsibility & Compliance

Finance

Governance

Executive

Mr. Firestone

CHAIR

MEMBER

MEMBER

Mr. Geissler

MEMBER

MEMBER

Mr. Hellman

MEMBER

MEMBER

Ms. Koellner, Lead Director

MEMBER

MEMBER

CHAIR

Mr. Kramer, Chairman and CEO

MEMBER

Ms. Lewis

CHAIR

MEMBER

MEMBER

Mr. Mahendra-Rajah

MEMBER

MEMBER

Mr. McCollough

MEMBER

MEMBER

Mr. McGlade

CHAIR

MEMBER

MEMBER

Mr. Palmore

MEMBER

CHAIR

MEMBER

Ms. Siu

MEMBER

MEMBER

Ms. Streeter

MEMBER

MEMBER

Mr. Wessel

MEMBER

Mr. Williams

MEMBER

CHAIR

MEMBER

Number of Meetings in 2021

6

8

3

3

4

0

 

		1

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Board Leadership Structure

 

Board Leadership Structure

Mr. Kramer serves as our Chairman, Chief Executive Officer and President and Ms. Koellner was elected by the independent members of the Board to serve as our independent Lead Director, initially effective June 30, 2019 and subsequently each year thereafter. The Board believes that the current Board leadership structure is the most appropriate for the Company and its shareholders at this time. The Board periodically reviews the Board leadership structure and the roles of the Chairman and independent Lead Director, taking into consideration the views expressed by our shareholders.

In order to ensure that the independent and non-management members of the Board maintain proper oversight of management on behalf of our shareholders, the Board has an independent Lead Director who is elected annually by the independent members of the Board. The election of a Lead Director by the independent members of the Board demonstrates the Board’s continuing commitment to strong corporate governance, Board independence and the importance of the role of Lead Director.

Currently, the Board believes that having Mr. Kramer serve as Chairman best positions the Company to compete successfully and advance our shareholders’ interests. His extensive knowledge of the Company and the tire industry, gained through 22 years of experience in positions of increasing authority including Chief Financial Officer and President, North America, is valuable to the Board in his role as Chairman. Mr. Kramer has provided strong and open leadership of the Board as the Company executes its strategy in a highly competitive industry that continues to be challenged by volatile global economic conditions. The current combination of the Chairman and CEO roles enhances the Company’s ability to coordinate the development, articulation and execution of a unified strategy at both the Board and management levels. The Board also believes that having Mr. Kramer serve as Chairman and CEO has facilitated the flow of information to, and discussion among, members of the Board regarding the Company’s business.

The Governance Committee believes that Ms. Koellner is highly qualified to serve as our Lead Director and that she provides strong leadership of the independent and non-management directors and diligently fulfills her duties as Lead Director.

 

 

		2

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Board Leadership Structure

 

Additional duties of our independent Lead Director are set forth in Annex II to our Corporate Governance Guidelines.

In addition to the clearly-delineated and comprehensive oversight responsibilities of our Lead Director, the independent directors have ample opportunity to, and regularly do, assess the performance of the CEO and provide meaningful direction to him. The Board has strong and effective independent oversight of management:

 

•

82% of the Company’s director nominees are independent;

 

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All members of the Audit, Compensation and Governance Committees are independent directors;

 

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Committee Chairs, all of whom are independent, approve agendas for their committee meetings;

 

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Board and Committee agendas are prepared based on discussions with all directors and recommendations from management, and all directors are encouraged to request agenda items, additional information and/or modifications to schedules as they deem appropriate; and

 

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The Board holds executive sessions of the independent directors at each Board meeting that are led by the Lead Director.

The Board’s policy is that, especially in our changing and challenging environment, it must retain the flexibility to determine the most effective Board leadership structure at any particular point in time. As a result, the Board has the responsibility to establish our leadership structure, including in connection with any CEO succession. Some of the factors that the Board has considered, and may consider in the future, in combining or separating the Chairman and CEO roles, include:

 

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The respective responsibilities of the Lead Director, the Chairman of the Board and the CEO;

 

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The effectiveness of the current Board leadership structure, including the Board’s assessment of the performance of the Chairman and CEO and the Lead Director and whether the Board is maintaining strong, independent oversight of management;

 

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Shareholder views on our Board leadership structure;

 

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The Company’s operating and financial performance, including the potential impact of particular leadership structures on the Company’s performance;

 

•

The ability to attract or retain well-qualified candidates for the positions of CEO, Chairman of the Board and Lead Director;

 

•

Practices at other similarly situated U.S. public companies; and

 

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Legislative and regulatory developments.

Board’s Role in Risk Oversight

Management continually monitors the material risks facing the Company, including competitive, strategic, operational, financial (accounting, liquidity and tax), legal, regulatory, and environmental, social and governance risks. The Board as a whole has responsibility for oversight of management’s identification and management of, and planning for, those risks. Reviews of certain areas are conducted by relevant Board Committees that report their deliberations to the Board.

 

		3

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Board’s Role in Risk Oversight

 

The Board and its Committees oversee risks associated with their principal areas of focus, as summarized below. The Board and its Committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board. Board oversight of risk is enhanced by the fact that the Lead Director and Chairman attend virtually all Committee meetings and that Committee reports are provided to the full Board following each Committee meeting. We believe that our leadership structure also enhances the Board’s risk oversight function since our Lead Director regularly discusses the material risks facing the Company with management. The Chairman is also expected to report candidly to his fellow directors on his assessment of the material risks we face, based upon the information he receives as part of his management responsibilities. Both the Lead Director and the Chairman are well-equipped to lead Board discussions on risk issues.

BOARD/COMMITTEE AREAS OF RISK OVERSIGHT

 

 

 

Full Board		•  Strategic, financial and execution risk associated with the annual operating plan and strategic plan (including allocation of capital investments);   •  Major litigation and regulatory matters;   •  Significant acquisitions and divestitures;   •  Diversity and inclusion; and   •  Management succession planning.
Audit Committee		•  Risks associated with financial matters, particularly financial reporting and disclosure, accounting, and internal controls, as well as risks associated with information technology and cybersecurity.
Compensation Committee		•  Risks associated with the establishment and administration of executive compensation, incentive compensation programs, and performance management of officers.
Governance Committee		•  Risks associated with Board effectiveness and organization, corporate governance matters, and director succession planning.
Finance Committee		•  Risks associated with liquidity, pension plans (including investment performance, asset allocation and funded status), tax strategies, currency and interest rate exposures, and insurance strategies.
Committee on Corporate Responsibility and Compliance		•  Risks associated with health, safety and the environment, climate change, sustainability, product quality, and the Company’s legal and ethical compliance program.

 

 

		4

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Consideration of Director Nominees

 

Consideration of Director Nominees

The Governance Committee will consider properly submitted shareholder nominations of candidates for membership on the Board as described below under “Identifying and Evaluating Nominees for Director.” In evaluating nominations, the Governance Committee seeks to address the criteria described below under “Director Selection Guidelines.”

Any shareholder desiring to submit a proposed candidate for consideration by the Governance Committee should send the name of the proposed candidate, together with biographical data and background information concerning the candidate, to the Office of the Secretary, The Goodyear Tire & Rubber Company, 200 Innovation Way, Akron, Ohio 44316-0001.

Director Selection Guidelines

The Board of Directors has approved guidelines for selecting directors as part of our Corporate Governance Guidelines. Criteria considered in the selection of directors include:

 

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Personal qualities and characteristics, including the highest personal and professional integrity, sound judgment, and reputation in the business community or a record of public service;

 

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Substantial business experience or professional expertise and a record of accomplishments;

 

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Experience and stature necessary to be highly effective, working with other members of the Board, in serving the long-term interests of shareholders;

 

•

Ability and willingness to devote sufficient time to the affairs of the Board and the Company and to carry out their duties effectively;

 

•

The needs of the Company at the time of nomination to the Board and the fit of a particular individual’s skills and personality with those of the other directors in building a Board that is effective and responsive to the needs of the Company;

 

•

Diverse business experience, substantive expertise, skills and background, as well as diversity in personal characteristics, such as age, gender and ethnicity; and

 

•

Ability to satisfy Goodyear’s and The Nasdaq Stock Market’s independence standards.

Identifying and Evaluating Nominees for Director

The Governance Committee is responsible for identifying, screening and recommending persons for nomination to the Board. The Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. On occasion, the Committee also retains third-party executive search firms to identify candidates. Mr. Mahendra-Rajah was initially identified as a potential candidate for Board membership by a third-party search firm. In addition, under our prior master labor agreement with the United Steelworkers (the “USW”), the USW had the right to nominate a candidate for consideration for membership on the Board. Mr. Wessel, who became a director in December 2005, was identified and recommended by the USW.

 

		5

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Identifying and Evaluating Nominees for Director

 

Once a prospective nominee has been identified, the Committee makes an initial determination on whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members and the likelihood that the prospective nominee can satisfy the director selection guidelines described above. If the Committee determines, in consultation with the Chairman of the Board, the Lead Director and other Board members as appropriate, that additional consideration is warranted, it may request a third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings to the Committee. The Committee then evaluates the prospective nominee against the standards and qualifications set out in Goodyear’s director selection guidelines. The Committee also considers such other relevant factors as it deems appropriate, including the balance of management and independent directors and the evaluations of other prospective nominees. The Committee seeks to have a diverse Board representing a range of backgrounds, knowledge and skills relevant to the Company’s business and the needs of the Board. We consider the members of our Board to have a diverse set of business and personal experiences, backgrounds and expertise, and to be diverse in terms of age, gender and ethnicity. These diversity characteristics are among the Board’s priorities when evaluating a pool of potential director candidates.

In connection with this evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, the Lead Director, the Chairman of the Committee, one or more other members of the Committee and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Committee makes a recommendation to the full Board as to the persons who should be nominated for election to the Board, and the Board makes its decision after considering the recommendation and report of the Committee.

Board Structure and Committee Composition

As of the date of this Proxy Statement, Goodyear’s Board has fourteen directors, each elected annually, and the following six committees: (1) Audit, (2) Compensation, (3) Corporate Responsibility and Compliance, (4) Finance, (5) Governance, and (6) Executive. The current membership and the function of each of the committees are described below. Each of the committees operates under a written charter adopted by the Board, except for the Executive Committee which is provided for by our Code of Regulations. During 2021, the Board held nine meetings. Each director attended at least 75% of all Board and applicable Committee meetings. Directors are expected to attend annual meetings of Goodyear’s shareholders. All of the directors attended the last annual meeting of shareholders.

 

		6

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Audit Committee

 

 

Audit Committee

 

MEMBERS:   Mr. Geissler   Mr. Hellman   Mr. Mahendra-Rajah   Mr. McGlade (Chairman)   Mr. Palmore   MEETINGS IN 2021: 6   The Board has determined that each member of the Audit Committee is independent within the meaning of Goodyear’s independence standards and applicable Securities and Exchange Commission (“SEC”) rules and regulations, and Mr. Hellman, Mr. Mahendra-Rajah and Mr. McGlade are audit committee financial experts.				KEY RESPONSIBILITIES:   The Audit Committee assists the Board in fulfilling its responsibilities for oversight of the integrity of Goodyear’s financial statements, Goodyear’s compliance with legal and regulatory requirements related to financial reporting, the independent registered public accounting firm’s qualifications and independence, and the performance of Goodyear’s internal auditors and independent registered public accounting firm. The Audit Committee appoints, evaluates and determines the compensation of Goodyear’s independent registered public accounting firm; reviews and approves the scope of the annual audit plan; reviews and pre-approves all auditing services and permitted non-audit services (and related fees) to be performed by the independent registered public accounting firm; oversees investigations into complaints concerning financial matters; reviews policies and guidelines with respect to risk assessment and risk management, including Goodyear’s major financial risk exposures; oversees Goodyear’s information technology and cybersecurity strategy; prepares the Audit Committee report for inclusion in the annual proxy statement; and annually reviews the Audit Committee charter and the Committee’s performance. The Audit Committee works closely with management as well as Goodyear’s independent registered public accounting firm. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from Goodyear for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.   The report of the Audit Committee is on page 96 of this Proxy Statement.

 

 

Compensation Committee

 

MEMBERS:   Mr. Firestone (Chairman)   Ms. Koellner   Mr. McCollough   Ms. Streeter   MEETINGS IN 2021: 8   The Board has determined that each member of the Compensation Committee is independent within the meaning of Goodyear’s independence standards and applicable Nasdaq listing standards.				KEY RESPONSIBILITIES:   The Board of Directors has delegated to the Compensation Committee primary responsibility for establishing and administering Goodyear’s compensation programs for officers and other key personnel. The Compensation Committee oversees Goodyear’s compensation and benefit plans and policies for directors, officers and other key personnel, administers its incentive compensation plans (including reviewing and approving grants to officers and other key personnel), and reviews and approves annually all compensation decisions relating to officers, including the Chief Executive Officer. The Compensation Committee also prepares a report on executive compensation for inclusion in the annual proxy statement, reviews and discusses the Compensation Discussion and Analysis with management and recommends its inclusion in the annual proxy statement, and periodically reviews our talent management strategies and progress. The report of the Compensation Committee is on page 61 of this Proxy Statement.   In performing its duties, the Compensation Committee meets periodically with the CEO to review compensation policies and specific levels of compensation paid to officers and other key personnel, and reports and makes recommendations to the Board regarding executive compensation policies and programs. The Compensation Committee informs the non-management directors of the Board of its decisions regarding compensation for the CEO and other significant decisions related to the administration of its duties. The Compensation

 

		7

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Compensation Committee

 

 

Compensation Committee (continued)

 

				Committee also will consider the results of shareholder advisory votes on executive compensation matters and the changes, if any, to Goodyear’s executive compensation policies, practices and plans that may be warranted as a result of any such vote and reviews an annual risk assessment of Goodyear’s executive compensation policies, practices and plans as part of its role in overseeing management’s identification and management of, and planning for, compensation-related risks. Under its charter, the Compensation Committee may delegate its authority to one or more of its members as appropriate.   The Compensation Committee has the authority to retain outside advisors, including independent compensation consultants, to assist it in evaluating actual and proposed compensation for officers. The Compensation Committee also has the authority to approve, and receive appropriate funding from Goodyear for, any such outside advisor’s fees. Prior to retaining any such advisors, the Compensation Committee considers the independence-related factors identified in applicable securities laws and Nasdaq listing standards. During 2021, the Compensation Committee has retained Frederic W. Cook & Co., Inc. (“F.W. Cook”) and Exequity LLP as its compensation consultants, and has determined that F.W. Cook and Exequity are independent. The Compensation Committee solicits advice from the compensation consultants on executive compensation matters relating to the CEO and other officers. This advice is described in more detail under the heading “Compensation Discussion and Analysis — Role of Compensation Consultant.”

 

 

Committee on Corporate Responsibility and Compliance

 

MEMBERS:   Mr. Geissler   Mr. Mahendra-Rajah   Mr. Palmore (Chairman)   Ms. Siu   Mr. Wessel   MEETINGS IN 2021: 3				KEY RESPONSIBILITIES:   The Committee on Corporate Responsibility and Compliance reviews Goodyear’s legal compliance programs as well as its business conduct policies and practices and its policies and practices regarding its relationships with shareholders, employees, customers, governmental agencies and the general public. The Committee monitors Goodyear’s objectives, policies, programs and performance with respect to ESG matters, including its climate strategy, sustainability initiatives, and compliance with environmental laws and regulations. The Committee also monitors Goodyear’s objectives, policies, programs and performance with respect to workplace health and safety and product quality. The Committee may recommend appropriate new policies to the Board of Directors.

 

		8

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Finance Committee

 

 

Finance Committee

 

MEMBERS:   Mr. Firestone   Mr. Hellman   Ms. Lewis (Chairwoman)   Ms. Siu   Ms. Streeter   Mr. Williams   MEETINGS IN 2021: 3				KEY RESPONSIBILITIES:   The Finance Committee consults with management and makes recommendations to the Board of Directors regarding Goodyear’s capital structure, dividend policy, tax strategies, compliance with terms in financing arrangements, insurance strategies, banking arrangements and lines of credit, pension plan funding, and significant mergers and acquisitions and other business development activities. The Finance Committee also reviews and consults with management regarding policies with respect to interest rate and foreign exchange risk, liquidity management, counterparty risk, derivative usage, credit ratings, and investor relations activities.

 

 

Governance Committee

 

MEMBERS:   Ms. Koellner   Ms. Lewis   Mr. McCollough   Mr. McGlade   Mr. Williams (Chairman)   MEETINGS IN 2021: 4   The Board has determined that each member of the Governance Committee is independent within the meaning of Goodyear’s independence standards.				KEY RESPONSIBILITIES:   The Governance Committee identifies, evaluates and recommends to the Board of Directors candidates for election to the Board. The Committee also develops and recommends appropriate corporate governance guidelines, recommends policies and standards for evaluating the overall effectiveness of the Board of Directors in the governance of Goodyear and undertakes such other activities as may be delegated to it from time to time by the Board of Directors.

 

 

Executive Committee

 

MEMBERS:   Mr. Firestone   Ms. Koellner (Chairwoman)   Mr. Kramer   Ms. Lewis   Mr. McGlade   Mr. Palmore   Mr. Williams   MEETINGS IN 2021: 0				KEY RESPONSIBILITIES:   The Executive Committee is comprised of the Chairperson of each of the Board’s other standing committees, the Chairman of the Board and the Lead Director, who serves as Chairwoman of the Executive Committee. The Executive Committee may transact all business and take any actions that can be done by the Board of Directors, except that it does not have authority to fill any Board or committee vacancies.

 

		9

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Corporate Responsibility

 

Corporate Responsibility

In 2021, we reinforced our corporate responsibility commitment, which includes being a responsible corporate citizen for our communities and the environment and improving the sustainability of our operations. As part of this, we maintained our focus on the health and safety of our employees while serving and meeting the needs of our customers and consumers.

Notably, we recently included a section focused on sustainability in Goodyear’s refreshed strategy roadmap. This illustrates the importance of sustainability factors, consistent with our corporate responsibility framework, Goodyear Better Future. We believe this reinforces our commitment to our high-priority ESG topics and helps position future generations to meet their needs while we work to meet our business goals.

Goodyear Better Future’s governance structure focuses on enhancing the management, transparency and communication of our high-priority ESG topics. The pillars of our corporate responsibility framework are highlighted on the following page.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE CHANGE

As part of our corporate responsibility commitment, Goodyear reinforced its efforts around environmental stewardship over the last year. That’s why we launched our CEO-sponsored climate strategy development in 2021, led by a cross-functional operating committee and supported by external climate expertise. This work will ensure we understand our most significant climate impacts and the key risks and opportunities we face.

As part of our climate strategy, in December 2021 we announced our climate ambition, which features our goal to reach net-zero value chain greenhouse gas (GHG) emissions by 2050, aligned with the Science Based Targets initiative (SBTi) and its new Net-Zero Standard. We also announced our commitment to achieve near-term science-based targets by 2030 and will submit our 2030 and 2050 targets to SBTi for independent validation. Using 2019 as a base year, we are committed to reducing our Scope 1 and 2 emissions by 46% by 2030 and relevant Scope 3 emissions by 28% over the same time frame.

In the next phase of our climate strategy work, we will deliver a comprehensive roadmap, including an action plan to achieve our climate ambition, and will expand our climate reporting to align with the recommendations and supplementary guidance from the Task Force on Climate-related Financial Disclosures (TCFD). Moving forward, we will work to integrate actions to achieve our ambitions into our operating plans and implement new metrics to track our progress across many of the Goodyear Better Future topics outlined below.

BOARD AND MANAGEMENT OVERSIGHT

While our full Board oversees and guides our strategic direction, the Board’s Committee on Corporate Responsibility and Compliance oversees our corporate responsibility and climate strategy objectives and regularly monitors our progress towards achieving them. Functional leaders, including our Vice President and Chief Sustainability Officer; Vice President, Global Quality; Senior Vice President, Global Operations and Chief Technology Officer; and Vice President, Compliance & Ethics, meet with the Committee regularly to align and review our strategy, goals and progress.

 

		10

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Corporate Responsibility

 

BETTER FUTURE FRAMEWORK

The pillars of our framework are highlighted below.

 

 

 

Pillar
Topic		Sustainable Raw Materials and Sourcing Supply Chain Management		Safety and Health Operational Impacts Product Quality End-of-Life Tires (“ELT”) Business Continuity		Advancing Tire Performance Shaping the Mobility Revolution		Compliance and Ethics Health and Wellness Community Engagement Diversity and Inclusion Talent Development
Focus Areas		• Source sustainable natural rubber • Increase sustainable material usage • Pursue raw material traceability • Remove materials of concern • Manage supply chain ESG risks		• Culture of safety and health • Reduce environmental impacts • Produce high-quality products • Drive ELT to beneficial reuse • Risk analysis and mitigation		•  Fuel efficiency, safety, longevity, and comfort •  Fleets, autonomous, connected and electric vehicles		• Demonstrate ethical values • Healthy and well workforce • Global community engagement • Diverse and inclusive culture • Robust talent development

Our Corporate Responsibility Report is typically published in the second quarter of each year. For more information on Goodyear’s commitment to corporate responsibility, please visit www.goodyear.com/responsibility. Please note, however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document.

 

		11

				CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
				Communications with the Board

 

Communications with the Board

As described on Goodyear’s website at https://corporate.goodyear.com/us/en/investors/governance/contact-board.html, shareholders may communicate with the Board or any of the directors (including the Lead Director or the non-management directors as a group) by sending correspondence to the Office of the Secretary, The Goodyear Tire & Rubber Company, 200 Innovation Way, Akron, Ohio 44316-0001. All communications will be compiled by the Secretary and submitted to the Board or the individual directors on a periodic basis.

Board Independence

The Board has determined that nine of the eleven director nominees are independent within the meaning of Goodyear’s independence standards, which are based on the criteria established by The Nasdaq Stock Market and are included as Annex I to Goodyear’s Corporate Governance Guidelines. Mr. Kramer, our Chairman of the Board, Chief Executive Officer and President, is not considered independent. In addition, in light of his relationship with the USW, Mr. Wessel is not considered independent. Further, the Board expects that Mr. Wessel will recuse himself from discussions and deliberations regarding Goodyear’s relationship with the USW. The Board also determined that the nature and size of the ordinary course commercial relationships between Goodyear and Parker-Hannifin Corporation did not impair the independence of Mr. Williams. The relationship was de minimis, constituting approximately three one-hundredths of one percent (0.03%) of either Goodyear’s or Parker-Hannifin’s consolidated gross revenues in the most recent fiscal year.

Overboarding Policy

Our Corporate Governance Guidelines provide that directors may not simultaneously serve on the board of directors of (i) more than four public companies, including the Company, or (ii) in the case of public company executive officers, more than two public companies, including the Company.

The Governance Committee annually reviews each director’s service on and contributions to the Board, including consideration of each director’s public company leadership roles and other outside commitments, prior to recommending a director or nominee for election to the Board. All of our directors are currently in compliance with our overboarding policy.

 

		12

				PMT Insert

 

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board of Directors has selected the following eleven nominees recommended by the Governance Committee for election to the Board of Directors. The directors will hold office from their election until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. If any of these nominees for director becomes unavailable, the persons named in the proxy intend to vote for an alternate designated by the current Board of Directors.

Mr. Peter S. Hellman and Mr. W. Alan McCollough were not nominated for re-election to the Board of Directors due to the retirement age provisions of Goodyear’s Corporate Governance Guidelines and Ms. Stephanie A. Streeter has decided not to stand for re-election to the Board of Directors. Mr. Hellman will be retiring from the Board at the Annual Meeting after nearly 12 years of distinguished service, Mr. McCollough will be retiring after 15 years of distinguished service, including several as our independent Lead Director, and Ms. Streeter will be retiring after nearly 14 years of distinguished service. Goodyear and the Board of Directors are deeply grateful to Mr. Hellman, Mr. McCollough and Ms. Streeter for their leadership and guidance during their tenures on the Board.

James A. Firestone

 

		Director Since: December 3, 2007     Committees: Compensation (Chairman) Finance Executive     Age: 67				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly Executive Vice President and President, Corporate Strategy and Asia Operations of Xerox Corporation   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Firestone was Executive Vice President and President, Corporate Strategy and Asia Operations of Xerox Corporation from January 2014 until his retirement on October 31, 2016. Mr. Firestone was President, Corporate Operations from October 2008 to December 2013 and President of Xerox North America from October 2004 to September 2008. Before joining Xerox in 1998, Mr. Firestone worked for IBM Corporation as general manager of the Consumer Division and for Ameritech Corporation as president of Consumer Services. He began his business career in 1978 with American Express, where during his 15-year tenure he ultimately rose to President, Travelers Cheques.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017: None     Mr. Firestone has extensive executive management experience in positions of increasing responsibility, including most recently as a senior executive officer of Xerox Corporation, which is of similar size and global complexity as Goodyear. He also has over 20 years of profit and loss management responsibility, as well as significant international business experience and merger and acquisition experience. These experiences provide him with unique and valuable insights as a director of Goodyear, particularly with respect to operations and finance matters.

 

		13

				ELECTION OF DIRECTORS

 

Werner Geissler

 

		Director Since: February 21, 2011     Committees: Audit Corporate Responsibility and Compliance     Age: 68				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly Vice Chairman, Global Operations of The Procter & Gamble Company Operating Partner of Advent International   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Geissler was Vice Chairman, Global Operations of The Procter & Gamble Company from August 2007 until his retirement on December 31, 2014, and was Group President, Central & Eastern Europe, Middle East and Africa from July 2004 to July 2007. He joined Procter & Gamble in 1979 and held positions of increasing responsibility in various brand and general management and operations roles in Europe, the Middle East, Central Asia, Japan, Africa and the United States.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   Philip Morris International Inc. (2015 – present)   Mr. Geissler, a native of Germany, has deep executive management experience, including as a senior executive officer of Procter & Gamble, where he oversaw Procter & Gamble’s extensive worldwide business operations. He has significant international business experience and profit and loss management responsibility. These experiences provide him with valuable insights as a director of Goodyear, particularly with respect to consumer marketing and international, operations and finance matters.

Laurette T. Koellner

 

		Director Since: February 23, 2015     Lead Director     Committees: Compensation Governance Executive (Chairwoman)     Age: 67				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly President of Boeing International and Executive Chairman of International Lease Finance Corporation   DESCRIPTION OF BUSINESS EXPERIENCE:   Ms. Koellner most recently served as Executive Chairman of International Lease Finance Corporation, an aircraft leasing subsidiary of American International Group, Inc., from June 2012 until its sale in May 2014. From 1978 until 2007, Ms. Koellner held positions of increasing responsibility at McDonnell Douglas Corporation and The Boeing Company, an aerospace company, including as President of Boeing International, where she oversaw Boeing’s international operations, and President of Connexion by Boeing, which provided satellite-based connectivity services to aircraft and maritime vessels. While at Boeing, Ms. Koellner also served as Vice President and General Auditor, Vice President and Corporate Controller, and Chief Human Resources Officer.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   Celestica Inc. (2009 – present) Nucor Corporation (2015 – present) Papa John’s International, Inc. (2014 – present)   Ms. Koellner has significant senior executive management experience, including extensive international business experience, as well as financial and human resources experience. Her service in leadership positions on several public company boards of directors provides her with the necessary skills to be Lead Director and also provides us with important insights on business practices in a variety of industries.

 

		14

				ELECTION OF DIRECTORS

 

Richard J. Kramer

 

		Director Since: February 22, 2010     Committees: Executive     Age: 58				CURRENT PRINCIPAL OCCUPATION:   Chairman of the Board, Chief Executive Officer and President of Goodyear   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Kramer joined Goodyear in March 2000 as Vice President – Corporate Finance, serving in that capacity as Goodyear’s principal accounting officer until August 2002, when he was elected Vice President, Finance – North American Tire. In August 2003, he was named Senior Vice President, Strategic Planning and Restructuring, and in June 2004 was elected Executive Vice President and Chief Financial Officer. Mr. Kramer was elected President, North American Tire in March 2007 and continued to serve as Chief Financial Officer until August 2007. In June 2009, Mr. Kramer was elected Chief Operating Officer and continued to serve as President, North American Tire until February 2010. He was elected Chief Executive Officer and President effective April 13, 2010 and Chairman effective October 1, 2010. Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, including two years as a partner.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   The Sherwin-Williams Company (2012 – present)   Mr. Kramer has been an executive officer of Goodyear for 22 years and has a critical role in creating our strategy and strengthening our leadership teams as Chief Executive Officer and previously as Chief Financial Officer and as President, North American Tire. Mr. Kramer’s deep knowledge of Goodyear, global markets, manufacturing, finance and accounting provides our Board with valuable perspectives that are necessary to advance Goodyear’s business and the interests of our shareholders.

Karla R. Lewis

 

		Director Since: April 12, 2021     Committees: Finance (Chairwoman) Governance Executive     Age: 56				CURRENT PRINCIPAL OCCUPATION:   President of Reliance Steel & Aluminum Co.   DESCRIPTION OF BUSINESS EXPERIENCE:   Ms. Lewis is currently President of Reliance Steel & Aluminum Co., 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 15, 2021. 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. She was promoted to Senior Vice President in 2000, Executive Vice President in 2002 and Senior Executive Vice President in 2015. For four years prior to joining Reliance, Ms. Lewis was employed by Ernst & Young LLP (Ernst & Whinney) as a certified public accountant.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   Reliance Steel & Aluminum Co. (January 2021 – present)           Ms. Lewis has 30 years of financial management experience from her service as Controller and Chief Financial Officer of Reliance. She also possesses extensive merger and acquisitions and integration experience, having worked on many such transactions during her career at Reliance. These experiences will be valuable to Goodyear and its shareholders in both the near-term and in the years to come.

 

		15

				ELECTION OF DIRECTORS

 

Prashanth Mahendra-Rajah

 

		Director Since: June 11, 2021     Committees: Audit Corporate Responsibility and Compliance     Age: 52				CURRENT PRINCIPAL OCCUPATION:   Senior Vice President, Finance and Chief Financial Officer of Analog Devices, Inc.   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Mahendra-Rajah is currently Senior Vice President, Finance and Chief Financial Officer of Analog Devices, Inc., a global technology company and semiconductor manufacturer, a position he has held since October 2017. From June 2014 to September 2017, he was Chief Financial Officer of WABCO Holdings Inc., a global automotive parts manufacturer and provider of electronic braking, stability and transmission systems for commercial vehicles. Previously, Mr. Mahendra-Rajah held finance positions of increasing responsibility at Applied Materials, Inc. (2012 to 2014), Visa Inc. (2010 to 2012) and United Technologies Corporation (1998 to 2010).		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   None       Mr. Mahendra-Rajah’s expertise in finance, analysis and strategic planning has made him a highly valued leader throughout his career. Among his accomplishments as a senior executive, he has helped position global companies for transformative growth following mergers and acquisitions. His extensive background in technology industries combined with a general-manager mindset will be extremely valuable to Goodyear and its shareholders as the Company focuses on future mobility. Mr. Mahendra-Rajah also has the necessary skills and experience to be an “audit committee financial expert.”

John E. McGlade

 

		Director Since: December 5, 2012     Committees: Audit (Chairman) Governance Executive     Age: 68				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly Chairman, President and Chief Executive Officer of Air Products and Chemicals, Inc.   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. McGlade was Chairman, President and Chief Executive Officer of Air Products and Chemicals, Inc., a global provider of atmospheric, process and specialty gases, from March 2008 until his retirement on July 1, 2014. He joined Air Products in 1976 and held various positions of increasing responsibility, including as Group Vice President, Chemicals Group, and President and Chief Operating Officer.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   Bunge Limited (2014 – 2019)       Mr. McGlade has strong leadership skills and extensive management, international and operating experience. He has also had responsibility for the environment, health, safety and quality function during his career at Air Products. These experiences provide him with unique and valuable insights as a director of Goodyear, particularly with respect to operations matters. Mr. McGlade’s tenure as a Chief Executive Officer of a publicly traded company also provides him the necessary skills to be Chairman of our Audit Committee and to be an “audit committee financial expert.”

 

		16

				ELECTION OF DIRECTORS

 

Roderick A. Palmore

 

		Director Since: August 7, 2012     Committees: Audit Corporate Responsibility and Compliance (Chairman) Executive     Age: 70				CURRENT PRINCIPAL OCCUPATION:   Senior Counsel at Dentons US LLP Formerly Executive Vice President, General Counsel, Chief Compliance and Risk Management Officer, and Secretary of General Mills, Inc.   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Palmore joined General Mills, a global manufacturer and marketer of food products, as Executive Vice President, General Counsel, Chief Compliance and Risk Management Officer, and Secretary in February 2008 and served in that capacity until his retirement on February 16, 2015. Following his retirement from General Mills, he joined Dentons, an international law firm, as senior counsel. From 1996 to 2008, he worked for Sara Lee Corporation in a variety of legal leadership roles, ultimately becoming Executive Vice President, General Counsel and Secretary. Prior to 1996, he worked at the U.S. Department of Justice and in private practice.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   Cboe Global Markets, Inc. (2000 – present) Express Scripts Holding Co. (2014 – 2018)       In his role at General Mills, he was responsible for the company’s worldwide legal activities, corporate ethics, compliance, and corporate security. Notably, Mr. Palmore is also a nationally recognized advocate for diversity in the legal industry and the founding chair of the Leadership Council on Legal Diversity. Through his experience as general counsel of consumer product public companies, in private practice and as an Assistant U.S. Attorney, Mr. Palmore has extensive experience in compliance and ethics matters, diversity, equity and inclusion, and the legal issues facing Goodyear. In addition, his experience provides him with strong risk management skills. This broad business knowledge and public board experience, as well as his strong leadership skills, are valuable assets to the Board of Directors.

Hera K. Siu

 

		Director Since: December 4, 2019     Committees: Corporate Responsibility and Compliance Finance     Age: 62				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly Corporate Vice President and Chief Executive Officer, Greater China, of Cisco Systems, Inc.   DESCRIPTION OF BUSINESS EXPERIENCE:   Ms. Siu was Chief Executive Officer, Greater China, for Cisco Systems, Inc., a leading global technology company, from July 2017 until her retirement on September 28, 2020. She previously served as Chief Operating Officer, Greater China, of Cisco from November 2016 until June 2017.   From February 2014 to June 2016, she served as Senior Vice President and Managing Director, Greater China, for Pearson, LLC, a global education company that leverages technology to enhance teaching and learning. Ms. Siu was employed by SAP, a global software and data processing firm, as Senior Vice President, and then President, of		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   Vallourec SA (June 2021 – present) TeamViewer AG (October 2021 – present)       China and Hong Kong from April 2010 to June 2013, and as Senior Vice President, e-Commerce, Asia Pacific Region, from July 2013 to January 2014. Ms. Siu also previously held positions of increasing responsibility and leadership for companies including Nortel, Inc., Hong Kong Telecom, Ltd., Computer Associates, Inc., and Nokia Telecommunications, Ltd.   Ms. Siu possesses more than 30 years of management experience, with a strong understanding of outcome-based solutions and emerging business models. Her extensive technology background and deep knowledge of the China marketplace will be extremely valuable to Goodyear and its shareholders as Goodyear continues to focus on the future of mobility.

 

		17

				ELECTION OF DIRECTORS

 

Michael R. Wessel

 

		Director Since: December 6, 2005     Committees: Corporate Responsibility and Compliance     Age: 62				CURRENT PRINCIPAL OCCUPATION:   President of The Wessel Group Incorporated   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Wessel has served as President of The Wessel Group Incorporated, a government and political affairs consulting firm, since May 2006. Prior to founding The Wessel Group, he served as Senior Vice President of the Downey McGrath Group, a government affairs consulting firm, from March 1999 to December 2005 and as Executive Vice President from January 2006 to April 2006.   Mr. Wessel is an attorney with over 30 years of experience as an economic and international trade policy advisor in Washington, D.C. Mr. Wessel has acted as an advisor to Congressman Richard Gephardt, both in the U.S. House of Representatives and to his presidential campaigns in 1987-88 and 2003-04, to the Clinton/Gore Transition		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   None   Office in 1992 and 1993, and to Senator John Kerry’s presidential campaign in 2004. Mr. Wessel also serves as a Commissioner on the U.S.-China Economic and Security Review Commission, a position he has held since April 2001.   Mr. Wessel’s extensive experience with public policy matters and his government service, including as an advisor to former Majority Leader Gephardt and as an appointee on government commissions, provides us with valuable perspectives on public policy matters impacting trade, international economic affairs and other matters of importance to Goodyear.

Thomas L. Williams

 

		Director Since: February 26, 2019     Committees: Finance Governance (Chairman) Executive     Age: 63				CURRENT PRINCIPAL OCCUPATION:   Chairman of the Board and Chief Executive Officer of Parker-Hannifin Corporation   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Williams is the Chairman of the Board and Chief Executive Officer of Parker-Hannifin Corporation, a leading worldwide diversified manufacturer of motion and control technologies and systems. He has served as Chief Executive Officer of Parker since February 2015 and Chairman of the Board of Parker since January 2016. From August 2008 to February 2015, Mr. Williams was Executive Vice President and Operating Officer of Parker. Mr. Williams joined Parker in 2003 as Vice President of Operations – Hydraulics Group and became President – Instrumentation Group in 2005 and Senior Vice President – Operating Officer in 2006. Prior to joining Parker, Mr. Williams was employed by General Electric Company for 22 years, where he held various executive operating positions for four different business groups: GE Capital, Aviation, Lighting and Transportation.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2017:   Parker-Hannifin Corporation (2015 – present) Chart Industries, Inc. (2008 – 2019)   Mr. Williams has over 30 years of international operations experience and particular expertise on complex and cyclical businesses, as well as extensive knowledge of manufacturing, distribution, logistics and innovation, through his service in executive-level positions at both Parker and General Electric. He also has a track record of focusing on safety and sustainability. As a global manufacturer, we believe that Mr. Williams will provide valuable perspectives in these areas as a director of Goodyear.

 

 

 

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

 

 

 

		18

				PMT Insert

 

PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are seeking your vote to approve, on an advisory (or non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

Our Compensation Discussion and Analysis (“CD&A”), which starts on page 21, describes our executive compensation program. We encourage you to read the CD&A before casting your vote.

The advisory resolution below, commonly known as a “say-on-pay” proposal, gives you the opportunity to express your views on our executive compensation program for our named executive officers. The “say-on-pay” proposal is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation policies, practices and plans described in this Proxy Statement.

The resolution is required by Section 14A of the Securities Exchange Act of 1934. The resolution is not intended to indicate your approval of the matters disclosed under the heading “Risks Related to Compensation Policies and Practices” or future “golden parachute” payments. We will seek shareholder approval of any “golden parachute” payments at the time of any transaction triggering those payments to the extent required by applicable law.

We ask you to vote “FOR” the following resolution which will be presented by the Board of Directors at the Annual Meeting:

“RESOLVED, that the shareholders of The Goodyear Tire & Rubber Company approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders.”

Although this proposal is an advisory vote that will not be binding on the Compensation Committee or the Board of Directors, the Compensation Committee will consider the results of this shareholder advisory vote and the changes, if any, to our executive compensation policies, practices and plans that may be warranted as a result of this vote. The Board of Directors has determined, consistent with the shareholders’ vote on the matter in 2017, to hold an advisory vote regarding the compensation of our named executive officers every year until the next vote on the frequency of such advisory votes, which is currently expected to occur at the 2023 Annual Meeting of Shareholders.

 

 

 

Your Board of Directors unanimously recommends that shareholders vote FOR the advisory resolution to approve the compensation of our named executive officers (Proposal 2).

 

 

 

 

 

		19

				PMT Insert

 

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

Table of Contents

 

 

USE OF FORWARD-LOOKING STATEMENTS

For additional information regarding our use of forward-looking statements in this Proxy Statement, see Exhibit A.

 

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