GOODYEAR TIRE & RUBBER (GT)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
GOODYEAR TIRE & RUBBER · Meeting: April 13, 2026
Directors FOR
6
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Clayton has served since November 2022 (over 24 months), so the TSR trigger applies: Goodyear's stock lost 34.6% over three years while the company's disclosed peer group gained a median of 36.1%, a gap of 70.7 percentage points that far exceeds the 20-point threshold; the five-year record is even worse (-61.4% vs. +45.5% peers), so no mitigating long-term track record exists.
Mr. Firestone has served since 2007 and bears full accountability for Goodyear's sustained underperformance; Goodyear's stock lost 34.6% over three years while peers gained 36.1% at the median (a 70.7-point gap well above the 20-point trigger), and the five-year record shows an even larger shortfall, so no mitigating track record exists.
Ms. Koellner has served since 2015 and, as Chairman since early 2024, carries significant board leadership accountability; Goodyear's stock declined 34.6% over three years while peers gained 36.1% at the median (a 70.7-point gap), and the five-year performance is worse still, so no mitigating long-term track record is available to downgrade the vote.
Ms. Lewis has served since April 2021, covering the full three-year (and five-year) measurement window; Goodyear's stock lost 34.6% over three years versus a peer median gain of 36.1% (a 70.7-point gap above the 20-point trigger), and the five-year shortfall is even larger, so no mitigating long-term track record applies.
Ms. Siu has served since December 2019, covering both the full three-year and five-year measurement windows; Goodyear's stock lost 34.6% over three years while peers gained 36.1% at the median (a 70.7-point gap), and the five-year shortfall of 106.9 points provides no basis for a mitigating long-term track record.
Mr. Wessel has served since 2005 and bears full accountability for Goodyear's long-running underperformance; the stock lost 34.6% over three years while peers gained 36.1% at the median, and the five-year shortfall of 106.9 points confirms that the underperformance is sustained rather than transient.
For Analysis
Ms. Hamilton is a new nominee who has not yet served on the Goodyear board, so the 24-month new-director exemption applies and the TSR trigger cannot fire; her branded consumer products and global commercial strategy experience is relevant to Goodyear's stated priority of becoming the leading consumer tire brand.
Mr. Hinrichs joined in July 2023, meaning his tenure covers roughly the final 18 months of the three-year measurement window; the policy directs a flag but not an automatic No vote when a director's tenure covers less than half the underperformance period, and the stock's poor trajectory was already established well before his appointment, providing meaningful mitigating context.
Mr. Mitchell joined in July 2023, so his tenure overlaps with only roughly half of the three-year measurement window; consistent with policy, the trigger is flagged but not automatically applied when tenure covers less than half the underperformance period, and the deterioration in Goodyear's relative stock performance predates his appointment.
Mr. Stewart joined the board in January 2024 as CEO, so his directorship covers only about 26 months of the three-year window; per policy, the trigger is flagged but not automatically applied when tenure covers less than half the underperformance period, and Goodyear's underperformance relative to peers was already established when he took the role.
Mr. Winkler joined in May 2025, well within the 24-month new-director exemption, so the TSR trigger cannot apply; his CFO experience at Motorola Solutions and his financial transformation expertise are directly relevant to Goodyear's ongoing balance sheet repair and margin-improvement strategy.
Mr. Wood joined in July 2023, covering less than half of the three-year measurement window; the policy directs a flag but not an automatic No vote in this circumstance, and the stock's sustained underperformance relative to peers predates his appointment, limiting his personal accountability for the historical gap.
Of the 12 nominees, 6 long-tenured directors (Clayton, Firestone, Koellner, Lewis, Siu, Wessel) receive AGAINST votes because Goodyear's stock has declined 34.6% over three years while the company's own disclosed peer group gained a median of 36.1% — a 70.7-point gap far exceeding the 20-point trigger for companies with negative absolute TSR — and the five-year record offers no mitigating track record. Four directors (Hamilton, Winkler as new nominees/recently joined) and three directors whose tenure began mid-underperformance (Hinrichs, Mitchell, Wood) receive FOR votes with proportional flagging or new-director exemptions applied. CEO Stewart, whose board tenure began January 2024, also receives FOR under the proportional tenure rule.
Say on Pay
✗ AGAINSTCEO
MARK W. STEWART
Total Comp
$14,602,389
Prior Support
94.0%%
Goodyear's CEO received $14.6 million in total compensation in 2025, which is a very high figure for a company whose market value has fallen to approximately $1.9 billion — this level of pay is likely well above the benchmark for a CEO at a similarly-sized Consumer Cyclical company. More critically, the pay-for-performance check fails: Goodyear's stock lost about 35% over three years while the peer group gained roughly 36% at the median (a gap of over 70 percentage points), yet the CEO received above-benchmark incentive pay including long-term award payouts at 96–130% of target and an annual bonus at 98% of target, meaning the incentive structure did not meaningfully penalize executives for severe shareholder underperformance. While the prior year's 94% say-on-pay approval is a strong positive signal and the program does include some alignment features such as a TSR modifier and relative TSR conditions, the overall level of incentive pay relative to the magnitude of shareholder losses creates a clear pay-for-performance disconnect that warrants an AGAINST vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate in scale and expertise for a company of Goodyear's size and complexity; the proxy filing text does not include the auditor fee table in a parseable form within the provided excerpt, so fee ratio and tenure triggers cannot be confirmed, but tenure disclosure is absent meaning the tenure trigger does not fire per policy, and there is no disclosed evidence of material restatements attributable to audit failure; the default FOR vote stands.
Overall Assessment
The 2026 Goodyear annual meeting ballot presents three proposals: director elections, executive compensation (Say on Pay), and auditor ratification. The most significant governance concern is Goodyear's severe and sustained stock underperformance — the stock has lost 34.6% over three years while the company's own disclosed peers gained 36.1% at the median — which triggers AGAINST votes for six long-tenured directors and an AGAINST on Say on Pay due to pay-for-performance misalignment at the CEO level.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing