GOODYEAR TIRE & RUBBER CO /OH/

The Compensation Committee considers the following factors when establishing performance metrics and targets, including the related threshold and maximum target levels:

•Corporate strategy, including the Goodyear Forward transformation plan

•Macroeconomic and tire industry environment

•Annual and long-term operating plans

•Performance history

•Input from its compensation consultant and management

•Difficulty of the targets in light of the above factors

The Compensation Committee set the performance metrics, and related weightings and targets, for our 2025 executive compensation program in the beginning of March 2025. The Compensation Committee believes that the performance metrics it established will focus management’s attention on the key drivers of our business, including execution of our Goodyear Forward plan, and that the performance targets it established are rigorous, while providing meaningful motivational value to our executives. The achievement of these performance targets would ensure that we continue to deliver on our Goodyear Forward plan, meet the significant challenges we face and are positioned for long-term growth. Generally, the Compensation Committee prefers to set targets that exceed prior years’ results. However, it also understands that this method is not always practical, especially in our highly cyclical industry that can be impacted by external forces beyond the control of management.

For 2025, the Compensation Committee excluded the impact of the divestiture of our off-the-road (OTR) tire business, contemplated as part of our Goodyear Forward plan, when setting targets in order to measure achievement on a constant basis year-over-year. This resulted in targets lower than the prior year’s targets in some instances. We completed the sale of our OTR tire business effective as of February 3, 2025.

For replacement awards, the Compensation Committee set the performance metrics and related weightings at the time of an employment offer to correspond with the metrics and weightings of awards held by other executive officers. For a discussion of Mr. Metzelaar’s replacement awards, see “Agreements with Our Officers — Mr. Metzelaar’s Offer Letter.”

Given the mercurial nature of tariffs imposed by the U.S. and reciprocal tariffs by its trading partners, the Compensation Committee determined in advance to exclude any incremental impact of increased tariff rates versus the annual operating plan assumptions when measuring financial performance for 2025. The Compensation Committee believes that the exclusion incentivizes management’s continued focus on execution of our Goodyear Forward transformation plan and controlling variables within their control.

For a discussion of our annual incentive plan metrics, targets and performance, see “Annual Compensation — Annual Incentive Plan – Annual Incentive Plan Metrics and Targets,” and for a discussion of our long-term incentive plan metrics, targets and performance, see “Long-Term Compensation — 2025 Grants of Performance-Based Incentives — Long-Term Compensation Metrics and Targets.”