GOODYEAR TIRE & RUBBER CO /OH/
For the period ended Apr 13, 2026. Filed Mar 6, 2026.
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Apr 13, 2026 · Filed Mar 6, 2026
Contents
Retirement Programs
| 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:
| DEFINED BENEFIT | DEFINED CONTRIBUTION | ||||||
| NAME | SALARIED PLAN(FROZEN) | SUPPLEMENTARYPLAN | SAVINGS PLAN RETIREMENTCONTRIBUTION | SAVINGS PLANCOMPANY MATCH | DC EXCESS PLAN | PERFORMANCE-BASED BENEFIT | |
|---|---|---|---|---|---|---|---|
| STEWART | |||||||
| METZELAAR | |||||||
| HELSEL | |||||||
(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.
| 54 | EXECUTIVE COMPENSATION |
2025 NONQUALIFIED DEFERRED COMPENSATION
| NAME | EXECUTIVECONTRIBUTIONS IN LAST FY($) | REGISTRANT CONTRIBUTIONS IN LAST FY(1) ($) | AGGREGATEEARNINGS IN LAST FY ($)(2) | AGGREGATEWITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATEBALANCE AT LAST FYE(3) ($) |
|---|---|---|---|---|---|
| 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 | — |
(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.
| EXECUTIVE COMPENSATION | 55 |
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SUPPLEMENTARY PLAN
| NAME | EARLIEST ELIGIBILITY FOR BENEFIT COMMENCEMENT |
|---|---|
| ZAMARRO | January 1, 2027 |
| PHILLIPS | November 1, 2030 |
| HELSEL | Currently eligible |
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.
| NAME · PLAN NAME · NUMBER OFYEARSCREDITED SERVICE(#) · PRESENT VALUE OFACCUMULATED BENEFIT($)(1) · PAYMENTSDURING LASTFISCAL 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 | — | |||
(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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