Form 4: Goodyear Executive David Phillips Reports Acquisition of Performance Share Units and Restricted Stock Units

David Phillips, Sr VP and General Counsel of Goodyear Tire & Rubber Co, reports the acquisition of performance share units and restricted stock units under the company's 2022 Performance Plan.

Summary

• On February 24, 2025, David Phillips, Sr VP and General Counsel of Goodyear Tire & Rubber Co, reported the acquisition of 55,158 performance share units and 55,158 restricted stock units.
• The performance share units were granted under the 2022 Performance Plan and are contingently payable in shares of common stock in February 2028.
• The number of units paid can range from 0% to 200% of the reported units, depending on the attainment of certain performance goals over a 3-year period ending December 31, 2027.
• The number of units is subject to increase or decrease of up to 20% based on the company's total shareholder return vs. a peer group over the 3-year period ending December 31, 2027.
• The restricted stock units were granted under the 2022 Performance Plan and will vest and convert into shares of common stock in 33% increments over three years commencing on March 1, 2026.

Sentiment

Score: 6

Explanation: The document is a routine regulatory filing related to executive compensation. It doesn't contain any particularly positive or negative news, but the alignment of executive incentives with company performance is generally viewed favorably.

Positives

• The grant of performance share units aligns executive compensation with company performance and shareholder returns.
• The vesting schedule of the restricted stock units encourages long-term commitment from the executive.

Risks

• The actual value of the performance share units is uncertain and depends on the company's performance over the next three years.
• The value of the restricted stock units is subject to market fluctuations.

Future Outlook

The value of the performance share units will depend on Goodyear's performance over the next three years, ending December 31, 2027, and the vesting of the restricted stock units will occur in increments starting March 1, 2026.

Industry Context

Executive compensation packages often include a mix of salary, stock options, and performance-based incentives to align management's interests with those of shareholders. This Form 4 filing reflects a standard practice of granting stock-based compensation to key executives.

Comparison to Industry Standards

• Companies like Bridgestone and Michelin also utilize performance-based equity compensation for their executives.
• The specific metrics used for performance share units (e.g., total shareholder return vs. peer group) are common in the automotive and tire industry.
• Vesting schedules for restricted stock units, such as the 33% annual vesting over three years, are also standard practice.

Stakeholder Impact

• Shareholders may view the performance-based compensation favorably as it aligns executive interests with shareholder value.
• Employees may see the executive compensation package as a reflection of the company's commitment to rewarding performance.

Key Dates