Form 4: Goodyear Executive Ryan Waldron Reports Acquisition of Performance Shares and Restricted Stock Units

Ryan Waldron, President of Americas at Goodyear Tire & Rubber Co, reports the acquisition of performance shares and restricted stock units under the company's 2022 Performance Plan.

Summary

• On April 19, 2024, Ryan Waldron, President of Americas at Goodyear Tire & Rubber Co, reported the acquisition of 22,727 performance shares and 11,153 restricted stock units.
• The performance share units were granted under the 2022 Performance Plan and are contingently payable in common stock in February 2027.
• The number of units paid can range from 0% to 200% of the reported units, depending on the achievement of performance goals over a three-year period ending December 31, 2026.
• The number of units is also subject to an increase or decrease of up to 20% based on the company's total shareholder return compared to a peer group over the same three-year period.
• The restricted stock units, each equivalent to a share of common stock, were also granted under the 2022 Performance Plan.
• These restricted stock units vest and convert into shares of common stock in 33% increments each year, starting one year after the grant date.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, indicating alignment of management interests with shareholders. The sentiment is neutral to slightly positive as it suggests confidence in future performance.

Positives

• The grants of performance shares and restricted stock units align 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 shares is uncertain and depends on the company's future performance.
• The executive may not receive the full 200% of the performance shares if performance goals are not fully met.

Future Outlook

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

Industry Context

Equity grants are a common practice in the industry to incentivize and retain key executives, aligning their interests with those of shareholders.

Comparison to Industry Standards

• Equity compensation practices vary across the tire and rubber industry, but generally include a mix of stock options, restricted stock units, and performance-based awards.
• Companies like Michelin and Bridgestone also utilize similar long-term incentive plans to motivate their executives.
• The specific terms of these plans, such as vesting schedules and performance metrics, can differ significantly based on company-specific goals and industry benchmarks.

Stakeholder Impact

• Shareholders: The equity grants aim to align executive interests with shareholder value creation.
• Employees: The grants may serve as a motivational tool for other employees, demonstrating the company's commitment to rewarding performance.
• Executive: The grants provide a long-term incentive for the executive to contribute to the company's success.

Next Steps

• The restricted stock units will vest in 33% increments annually.
• The performance share units will be evaluated based on performance goals achieved by December 31, 2026, and paid out in February 2027.

Key Dates