Goodyear Files 8-K on Officer Changes, Compensation

TL;DR

**Goodyear just reported executive changes and new pay deals, signaling potential shifts ahead.**

AI Summary

The Goodyear Tire & Rubber Company filed an 8-K on January 18, 2024, to report changes in its executive leadership and compensation arrangements. This filing indicates potential shifts in the company's strategic direction or operational focus, which could impact its future performance and, consequently, the value of its stock for investors.

Why It Matters

Changes in leadership and executive compensation can signal new strategies or a response to performance issues, directly influencing investor confidence and the company's future trajectory.

Risk Assessment

Risk Level: medium — Changes in leadership can introduce uncertainty regarding future company strategy and performance, posing a moderate risk to investors.

Analyst Insight

A smart investor would monitor subsequent filings or company announcements for details on the specific personnel changes and new compensation structures, as these will provide more clarity on the strategic direction and potential impact on the company's future performance.

Key Players & Entities

• Goodyear Tire & Rubber Company (company) — the registrant filing the 8-K
• January 18, 2024 (date) — date of earliest event reported and filing date
• Ohio (company) — state of incorporation for Goodyear
• Akron (company) — city of principal executive offices for Goodyear
• GT (company) — trading symbol for Goodyear's Common Stock
• The Nasdaq Stock Market LLC (company) — exchange where Goodyear's Common Stock is registered

Forward-Looking Statements

• Goodyear's stock (GT) may experience short-term volatility as investors digest the implications of executive changes. (GT) — medium confidence, target: 2024-03-18

FAQ

Key Financial Figures

• $1,400,000 — t will receive an annual base salary of $1,400,000 and will participate in the Company's E
• $9,000,000 — ive program, with a 2024 grant value of $9,000,000. Mr. Stewart will also receive (1) a
• $8,560,000 — receive (1) a one-time signing bonus of $8,560,000, paid 50% in cash and 50% in fully-vest
• $11,415,000 — m incentive award with a grant value of $11,415,000, delivered $9,805,000 in performance sh
• $9,805,000 — a grant value of $11,415,000, delivered $9,805,000 in performance share units and $1,610,0
• $1,610,000 — ,805,000 in performance share units and $1,610,000 in restricted stock units, in replaceme

Filing Documents

• d733884d8k.htm (8-K) — 26KB
• d733884dex101.htm (EX-10.1) — 26KB
• d733884dex991.htm (EX-99.1) — 25KB
• g733884img001.jpg (GRAPHIC) — 15KB
• g733884snap1.jpg (GRAPHIC) — 7KB
• 0001193125-24-009655.txt ( ) — 238KB
• gt-20240118.xsd (EX-101.SCH) — 3KB
• gt-20240118_lab.xml (EX-101.LAB) — 17KB
• gt-20240118_pre.xml (EX-101.PRE) — 11KB
• d733884d8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 18, 2024, The Goodyear Tire & Rubber Company (the "Company") announced that Mark Stewart will become Chief Executive Officer and President and a member of the Board of Directors of the Company (the "Board"), effective January 29, 2024. Mr. Stewart succeeds Richard J. Kramer, who will become Senior Advisor to the CEO, also effective January 29, 2024 until his retirement on July 31, 2024. In addition, Mr. Kramer will retire as a Director and Chairman of the Board and Ms. Laurette T. Koellner, the Board's independent Lead Director, has been elected Chairman of the Board, all effective January 29, 2024. Mr. Stewart, 56, joins the Company from Stellantis N.V., a leading global automaker and provider of innovative mobility solutions, where he served as Chief Operating Officer of North America and a member of the Group Executive Council from December 2018 to January 2024. A copy of the news release announcing these changes, which includes some additional biographical information about Mr. Stewart, is attached hereto as Exhibit 99.1. Mr. Stewart will receive an annual base salary of $1,400,000 and will participate in the Company's Executive Annual Incentive Plan, with a target annual incentive of 160% of his annual base salary, and the Company's long-term incentive program, with a 2024 grant value of $9,000,000. Mr. Stewart will also receive (1) a one-time signing bonus of $8,560,000, paid 50% in cash and 50% in fully-vested Company common stock and (2) a one-time long-term incentive award with a grant value of $11,415,000, delivered $9,805,000 in performance share units and $1,610,000 in restricted stock units, in replacement of forfeited awards at his prior employer. Mr. Stewart will be required to repay these amounts if his prior employer pays any portion of these values to him. Mr. Stewart

Financial Statements and Exhibits

Financial Statements and Exhibits. 10.1 Letter Agreement, dated December 14, 2023, between the Company and Mark Stewart 99.1 News release, dated January 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE GOODYEAR TIRE & RUBBER COMPANY Date: January 18, 2024 By /s/ Daniel T. Young Daniel T. Young Secretary

View Full Filing

View this 8-K filing on SEC EDGAR