Form 4: Goodyear Executive Nicole Gray Reports Acquisition of Performance Share Units and Restricted Stock Units

Nicole Gray, Senior VP & Chief HR Officer 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, Nicole Gray, Senior VP & Chief HR Officer of Goodyear Tire & Rubber Co, reported the acquisition of 36,772 Performance Share Units and 36,772 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 Performance Share Units paid will depend on the attainment of certain performance goals over a 3-year period ending December 31, 2027, and is subject to increase or decrease based on the company's total shareholder return vs. a peer group over the same period.
• The Restricted Stock Units were also granted under the 2022 Performance Plan and will vest in 33% increments over three years, starting on March 1, 2026.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, indicating a positive outlook for the company's leadership and performance incentives. It is neither overly positive nor negative, but rather a routine disclosure.

Positives

• The grant of Performance Share Units and Restricted Stock Units aligns executive compensation with company performance and shareholder value.
• 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 dependent on Goodyear's future performance and shareholder return, which are subject to market risks and company-specific challenges.

Future Outlook

The document outlines future vesting and payout schedules for the granted equity, contingent on performance and continued employment.

Industry Context

Equity grants are a common practice in the corporate world to incentivize executives and align their interests with those of shareholders. The specific terms of the grant, such as performance metrics and vesting schedules, are tailored to the company's strategic goals.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies, including Goodyear's competitors in the tire and rubber industry such as Michelin and Bridgestone.
• Vesting schedules of three years are typical for restricted stock units, aligning with industry norms for long-term incentive plans.
• The use of total shareholder return (TSR) as a performance metric is also a standard practice, as it directly reflects the value delivered to shareholders.

Stakeholder Impact

• Shareholders may view the equity grants as a positive sign, aligning executive interests with shareholder value creation.
• Employees may see the grants as a sign of confidence in the company's future performance.

Next Steps

• The executive will need to continue meeting the vesting requirements for the Restricted Stock Units.
• The company's performance will be monitored to determine the payout of the Performance Share Units in February 2028.

Key Dates