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
Summary Compensation Table
The table below sets forth information regarding the compensation of the CEO, the Chief Financial Officer (the “CFO”), and the persons who were, at December 31, 2025, the other three most highly compensated executive officers of Goodyear (collectively, the “named executive officers”), for services in all capacities to Goodyear and its subsidiaries during 2023, 2024 and 2025.
| NAME ANDPRINCIPALPOSITION · YEAR · SALARY($)1 · BONUS($)2 · STOCKAWARDS($)3 · OPTION AWARDS ($)4 · NON-EQUITYINCENTIVEPLANCOMPENSATION($)5 · CHANGE INPENSIONVALUE ANDNONQUALIFIEDDEFERREDCOMPENSATIONEARNINGS($)6 · ALL OTHERCOMPENSATION($)7 · TOTAL($) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MARK W. STEWARTChief 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. ZAMARROExecutive 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. PHILLIPSSenior 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 METZELAARSenior Vice President, Global Manufacturing and Supply Chain | 2025 | 557,576 | 765,000 | 850,573 | — | 592,442 | — | 197,807 | 2,963,398 | ||||||||
| CHRISTOPHER P. HELSELSenior 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 | |||||||||
(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
| EXECUTIVE COMPENSATION | 49 |
|---|
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:
| CURRENTLY PAYABLE2023-2025 LONG-TERM INCENTIVE · NOT YET PAYABLE2025 PERIOD | ||||||
|---|---|---|---|---|---|---|
| 2025ANNUAL INCENTIVE | 2025 PERIOD | IMPACT OF TSRMODIFIER | IMPACT OFSI 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 |
(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.
| 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 |
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.
| PERQUISITESAND OTHER | PERSONAL USEOF COMPANYAIRCRAFT | CONTRIBUTIONSTO SAVINGSPLAN | CONTRIBUTIONSTO DC EXCESS PLAN | PERFORMANCE-BASEDBENEFIT 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 |
(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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.