| 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 will be eligible to participate in the Company’s Defined Contribution Excess Benefit Plan to the extent his annual base salary and annual incentive payments exceed IRS limitations and will be eligible for a Performance Based Benefit under that plan. He will also be a participant in the Executive Severance and Change in Control Plan, with a severance multiple of 2.0x salary plus target annual incentive, as well as the other benefit plans and programs that generally are available to the Company’s executive officers and associates.
Mr. Stewart’s compensation arrangements are described in a Letter Agreement, a copy of which is attached hereto as Exhibit 10.1. The description of his compensation arrangements is qualified in its entirety by reference to that exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
