Christina L. Zamarro
GOODYEAR TIRE & RUBBER CO /OH/About Christina L. Zamarro
Executive Vice President and Chief Financial Officer of Goodyear since January 1, 2023; joined Goodyear in 2007 after finance roles at Ford (1998–2006). Education: MBA (Vanderbilt University) and BA in Economics (Ohio Wesleyan University). Age 53 (senior management profile) and currently also leading the EMEA business unit on an interim basis in addition to CFO duties . Under her finance leadership, Goodyear delivered 2024 segment operating income of $1,318 million (+36% YoY) and expanded SOI margin to 7.0%; long-term incentive TSR modifier for the 2022–2024 cycle was 0.8x (17th percentile) reflecting challenging equity returns despite operational improvements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goodyear | Executive Vice President & CFO | 2023–present | Leads global finance (treasury, IR, accounting, planning, audit) and interim EMEA leadership; aligns incentives to Goodyear Forward |
| Goodyear | VP Finance & Treasurer; VP Investor Relations | 2007–2022 | Strengthened capital markets, financial strategy, and investor communications |
| Ford Motor Company | Corporate/operating finance (treasury; FP&A) | 1998–2006 | Manufacturing and financial services finance roles; global operating exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| L3Harris Technologies | Director | Current | Board service alongside CFO duties |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 725,000 | 840,000 |
| Stock Awards ($) | 2,122,986 | 1,661,518 |
| Non-Equity Incentive Plan Compensation ($) | 1,189,350 | 1,374,541 |
| Change in Pension Value ($) | 435,273 | 845,392 |
| All Other Compensation ($) | 113,175 | 87,765 |
| Total ($) | 4,585,784 | 5,184,216 |
2024 base and annual incentive specifics:
| Component | Value |
|---|---|
| Base Salary ($) | 840,000 |
| Target Annual Incentive ($) | 1,340,000 |
| Actual Annual Incentive Paid ($) | 688,800 |
| Actual Award as % of Target (%) | 82% |
Performance Compensation
Annual Incentive Plan (2024 design and outcomes):
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Segment Operating Income Margin (%) | 40% | 7.50% | 6.37% | Overall company payout for metrics = 78% each, leading to aggregate 72% for corporate officers; Zamarro paid 82% of target reflecting individual adjustment |
| Free Cash Flow ($mm) | 40% | 100 | 46 | Same as above |
| Strategic Objectives (New Mobility, GHG, PEC) | 20% | See goals | 10% aggregate achieved | New Mobility 0%; GHG 5%; PEC 5% |
2024 Long-Term Incentive Program (grant mix and targets):
| Component | 2024 Target Value ($) | Notes |
|---|---|---|
| RSUs (time-based) | 1,005,000 | Three-year ratable vesting |
| PSUs (stock-settled) | 1,005,000 | Metrics: Net Income (40%), CFROC (40%), 3-year margin growth (20%); TSR modifier 0.8–1.2x capped at 1.0x if absolute TSR negative |
| EPUs (cash-settled) | 1,340,000 | Same financial metrics and weights as PSUs |
Long-Term Incentive results for the 2024 performance period:
| Award Cycle | Metric Period | Earnings Approved | Zamarro Cash Earned ($) | Zamarro Shares Earned (#) |
|---|---|---|---|---|
| 2022–2024 | 2024 year (1/3 of cycle) | 81% of target | 60,800 | 1,568 |
| 2023–2025 | 2024 year (1/3 of cycle) | 81% of target | 303,800 | 10,648 |
| 2024–2026 | 2024 year (Net Income/CFROC) | 81% of target | 289,441 | 18,381 |
Payout modifiers and ESG index for completed 2022–2024 cycle:
| Element | Value |
|---|---|
| 3-year Relative TSR Modifier | 0.80x (17th percentile) |
| ESG Index (adds to payout) | +25 percentage points (achieved both goals) |
| Zamarro 2022–2024 total cash paid ($) | 154,800 |
| Zamarro 2022–2024 total shares paid (#) | 3,992 |
Upcoming vesting schedule (earned PSUs and RSUs):
| Instrument | Quantity | Vest Date | Conditions |
|---|---|---|---|
| Earned PSUs | 17,090 | Dec 31, 2025 | Subject to TSR/SI Index as applicable |
| Earned PSUs | 18,381 | Dec 31, 2026 | Subject to TSR modifier |
| RSUs | 8,715 | Feb 28, 2025 | Time-based |
| RSUs | 28,366 | Mar 1, 2025 | Time-based |
| RSUs | 59,158 | Feb 27, 2026 | Time-based |
| RSUs | 28,366 | Mar 1, 2026 | Time-based |
| RSUs | 86,028 | Dec 13, 2026 | Time-based |
| RSUs | 28,365 | Mar 1, 2027 | Time-based |
Equity Ownership & Alignment
| Ownership Category | Amount | Notes |
|---|---|---|
| Shares owned directly | 32,940 | As of Feb 18, 2025 |
| Shares in Savings Plan | 550 | As of Feb 18, 2025 |
| Exercisable Options | 25,000 | Exercise price $10.12; exp. 2/25/2030 |
| Deferred share equivalents & RSUs | 238,998 | As of Feb 18, 2025 |
| Percent of Class | <1% | Rule 13d-3 basis |
- Stock ownership guidelines: EVP/SVP required ownership = 3x base salary; officers must hold 100% of net shares until compliance; retain 25% of net shares for at least 1 year post-vesting/exercise once compliant; all NEOs complied or were working toward compliance during 2024 .
- Pledging/hedging: Prohibited for directors, officers, employees; margin accounts disallowed under insider trading policy .
Employment Terms
Executive Severance and Change-in-Control economics:
- Severance multiple: CFO at 1.5x for termination without cause; 2.0x (twice salary+target bonus) upon qualifying CIC termination; no excise tax gross-ups; double-trigger structure; continued healthcare per multiple; outplacement up to $25,000; plan auto-renews annually (current term through Feb 28, 2026) .
- Non-compete, non-solicit, confidentiality, non-disparagement required as condition for benefits; clawback and forfeiture provisions apply on violations .
Quantified benefits for Zamarro (assuming event on Dec 31, 2024):
| Scenario | Cash Severance ($) | Annual & LT Cash Incentives ($) | Equity ($) | Additional Retirement Benefits ($) | All Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | 2,122,240 | 1,672,015 | — | 2,827 | 3,797,082 |
| Retirement | — | 843,600 | 35,928 | — | 2,827 | 882,355 |
| Termination without Cause | 2,520,000 | 843,600 | 35,928 | — | 42,372 | 3,441,900 |
| Involuntary Termination within 2 Years of CIC | 3,360,000 | 3,853,307 | 3,186,099 | 2,984,034 | 47,221 | 13,430,661 |
Performance & Track Record
- Interim EMEA leadership: Zamarro assumed ongoing interim leadership of EMEA unit following departure of EMEA President (Delaney) in April 2025, indicating operational breadth beyond finance .
- 2024 operations: Net sales $18,878 million; segment operating income $1,318 million; SOI margin 7.0% (+220 bps YoY) supported by Goodyear Forward execution; $480 million of 2024 plan improvements; raised 2025 exit run-rate benefits to $1.5 billion .
- Pay-for-performance alignment: Corporate AIP payout approved at 72% (company-wide below-target FCF and SOI margin), with Zamarro receiving 82% of target based on individual assessment; long-term awards earned at 81% for 2024 period; 2022–2024 TSR modifier at 0.8x; ESG Index +25pp .
- Shareholder support: 2024 say-on-pay approval at 94.9%; program simplified and further aligned to Goodyear Forward metrics per engagement feedback .
Compensation Structure Analysis
- Shift toward equity-settled long-term awards: 2024 mix increased stock-settled PSUs to 30% (from 20%) and decreased cash EPUs to 40%, improving alignment with shareholder returns .
- Annual plan simplification: Fewer metrics; strategic objectives reduced to 20%; stronger emphasis on profitability (SOI margin) and cash generation (FCF) .
- Rigor introduced in LTI: Added 3-year margin growth (20%) with cyclical adjustment logic; TSR peer comparison centered on relevant capital-intensive cyclicals; modifier capped if absolute TSR negative .
- Clawback: SEC/Nasdaq-compliant clawback, plus discretionary recovery for misconduct causing significant harm .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited, mitigating alignment risk .
- Option profile: 25,000 options exercisable (strike $10.12; expiry 2/25/2030), potentially creating exercise/monetization decisions depending on price levels .
- Upcoming vesting: Multiple RSU and PSU vestings through 2027 (see schedule), implying periodic potential selling pressure around vesting dates .
- Governance strength: Independent Compensation Committee; independent consultant (Exequity); double-trigger CIC terms; no tax gross-ups—reducing shareholder-unfriendly features .
Compensation Peer Group (Benchmarking)
Peer set (17 companies) used for competitive positioning includes Adient, Aptiv, BorgWarner, Cummins, Dana, Eaton, Emerson, Kimberly-Clark, PACCAR, Parker-Hannifin, PPG, Stanley Black & Decker, Textron, Trane, Whirlpool; target pay generally set around market median with variable pay emphasis .
Say-on-Pay & Shareholder Feedback
| Topic | Company Response |
|---|---|
| High support for Goodyear Forward | Simplified AIP; added SOI margin and 3-year margin growth metrics; increased equity proportion in LTI |
| Preference for equity over cash LTI | Raised PSU weighting; lowered EPUs |
| AIP strategic weighting concerns | Reduced strategic objectives to 20% |
| Disclosure clarity (CEO sign-on) | Enhanced detail in proxy |
Expertise & Qualifications
- Deep automotive and industrial finance background; seasoned treasurer; strong investor-facing credibility .
- Education: Vanderbilt MBA; Ohio Wesleyan BA (Economics) .
- Board service: L3Harris director, adding defense/technology oversight experience .
Employment Terms
- Severance multiples: 1.5x (without cause); 2.0x (CIC); double-trigger vesting under equity plans; covenants required; plan auto-renewed through Feb 28, 2026 .
- Pension/SERP: Participant in Supplementary Pension Plan (not yet vested as of 12/31/24); change-in-control triggers vesting with ≥5 years credited service; present value $2,378,352 with CIC payable difference $2,984,034 due to assumptions .
Investment Implications
- Alignment: Strong via 3x salary ownership guideline, broad PSU/RSU mix, and anti-pledging/hedging policy; no excise gross-ups or single-trigger benefits .
- Retention risk: Material unvested PSUs/RSUs vesting through 2027 and sizeable CIC payouts suggest retention incentives are robust; interim EMEA leadership expands scope, indicating reliance on her operational finance leadership .
- Performance levers: Compensation tightly linked to SOI margin, FCF, CFROC, and 3-year margin growth—directly connected to Goodyear Forward; pay outcomes already reflect lower-than-target FCF and margin, reinforcing discipline .
- Trading signals: Upcoming vesting dates could coincide with incremental supply from share deliveries; options at $10.12 strike and earned PSU tranches (Dec 2025/Dec 2026) are calendar markers for potential insider-related liquidity events, subject to trading windows and holding requirements .