Christopher P. Helsel
GOODYEAR TIRE & RUBBER CO /OH/About Christopher P. Helsel
Senior Vice President and Chief Technology Officer at Goodyear (GT). Leads global product design and innovation, R&D operations, product lifecycle optimization, product quality, complexity optimization and intelligent tire solutions; joined Goodyear in 1996 after engineering roles at Babcock & Wilcox. Holds a B.S. Mechanical Engineering (Cleveland State University) and M.S. Mechanical Engineering (University of Akron); serves on Exascale Computing Project Industry Council and is a lead executive partner with Sandia National Laboratories . Company performance metrics guiding executive pay in 2024: segment operating income (SOI) rose to $1,318mm (+36.2% YoY) and SOI margin reached 7.0% (+2.2 pts YoY); Net Sales used for incentive plans were $18,940mm, with SOI margin for plan purposes at 6.37% . Relative TSR for 2022–2024 was at the 17th percentile, applying a 0.80x TSR modifier to LTI awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Goodyear Tire & Rubber Company | SVP, Chief Technical Officer; previously SVP Global Operations & CTO; technology director roles (NA Commercial, Global Off-Highway); led global technology development at Innovation Centers (Akron, Colmar-Berg) | 1996–present | Leads innovation and product/R&D operations; focuses on intelligent tire solutions, new architectures, and connectivity to support Goodyear’s mobility strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exascale Computing Project Industry Council | Council member | n/a | Contributes industry perspective to advanced computing initiatives . |
| Sandia National Laboratories | Lead executive partner | n/a | Partners on advanced R&D solutions for security and technology innovation . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | — | — | $680,000 |
| Target Annual Incentive ($) | — | — | $578,000 |
| Actual Annual Incentive Paid ($) | — | — | $416,160 |
| All Other Compensation ($) | — | — | $61,276 (perqs $23,326; savings plan contrib. $37,950) |
Notes:
- Annual bonus target percentage was not explicitly disclosed; target dollar and actual payout provided .
- Perquisites include financial planning/tax services, tire program, annual physical exams, limited aircraft use/security, and club membership (dues paid; primarily for business use) .
Performance Compensation
| Program | Metric | Weighting | Target | Actual/Result | Payout Modifier | 2024 Payout/Impact |
|---|---|---|---|---|---|---|
| Annual Incentive Plan | Free Cash Flow (as defined) | 40% | Not disclosed | $46mm for plan (adjusted) | — | Contributed to 72% total AIP payout for Helsel ($416,160) |
| Annual Incentive Plan | SOI Margin | 40% | Not disclosed | 6.37% for plan (SOI $1,206mm / Net Sales $18,940mm) | — | Contributed to 72% total AIP payout |
| Annual Incentive Plan | Strategic Objectives (TaaS vehicles, GHG reduction, PEC Maturity) | 20% | As set by committee | Achieved 10% of 20% (GHG 14% reduction achieved; PEC achieved; TaaS not achieved) | — | Included in AIP payout |
| Long-Term Incentive (2024–2026 cycle, 2024 perf period) | Net Income | 40% | Set annually | Company earned 81% of target for 2024 perf period | TSR modifier 0.8x over full 3-year cycle | Helsel earned $140,401 cash and 8,916 shares (portion of stock-settled PSUs/RSUs for 2024 perf period) |
| Long-Term Incentive (2024–2026 cycle, 2024 perf period) | CFROC | 40% | Set annually | CFROC 0.24% (FCF adj $26mm / avg capital $10.9bn) | TSR modifier 0.8x over full 3-year cycle | Part of 81% earned; see award amounts above |
| Long-Term Incentive (2024–2026 cycle, 2024–2026) | 3-Year Margin Growth | 20% | Multi-year | Determined at end of 3-year period | TSR modifier applies; capped at 1.0x if absolute TSR negative | N/A for 2024 perf period |
| Long-Term Incentive (2022–2024 cycle, 2024 perf period) | Financial metrics + ESG Index | N/A | N/A | Earned cash $158,600 and shares 4,094; ESG Index +25 ppts; TSR modifier −20% (0.80x) | TSR 0.80x; ESG +25 ppts | Included in 2024 LTI payout |
| Long-Term Incentive (2023–2025 cycle, 2024 perf period) | Financial metrics | N/A | N/A | Earned cash $192,400 and shares 6,744 | TSR modifier applies for 3-year cycle | Included in 2024 LTI payout |
2024 LTI program structure: RSUs 30%, stock-settled PSUs 30% (increased from 20% in 2023), cash-settled EPUs 40%; payout range 0–200% of target; TSR modifier 0.8–1.2x based on 3-year relative TSR, capped at 1.0x if absolute TSR negative .
Equity Ownership & Alignment
| Ownership Component | Amount | Details |
|---|---|---|
| Shares Owned Directly | 69,611 | Beneficial ownership at Feb 18, 2025 |
| Savings Plan Shares | — | None disclosed for Helsel |
| Exercisable Options | 150,000 | Exercise price $10.12; expiration 2/25/2030 |
| Deferred Share Equivalents & RSUs | 101,501 | Deferred share equivalents and RSUs |
| Percent of Class | <1% | Less than 1% |
| Unvested RSUs (market value) | 121,240 units ($1,091,160) | Valued at $9.00/sh as of 12/31/2024 |
| Unearned PSUs (market/payout value) | 38,596 units ($347,364) | Subject to performance goals and TSR/SI modifiers |
Stockholding guidelines: Senior Vice Presidents must hold equity equal to 3× base salary; executives must hold 100% of net shares until reaching guideline; after compliance, must retain 25% of net shares from vesting/exercise for at least one year. Unvested PSUs and unexercised options do not count. Executives complied or are working toward compliance; hedging and pledging are prohibited .
Option and Vesting Schedules (Insider supply/pressure indicators)
| Instrument | Key Terms / Schedule |
|---|---|
| Stock Options | 150,000 options @ $10.12 expiring 2/25/2030 (fully vested) |
| Earned PSUs | 10,823 vest 12/31/2025; 8,916 vest 12/31/2026 (subject to TSR/SI modifiers) |
| RSUs | 22,756 vest 2/28/2025; 13,760 vest 3/1/2025; 37,467 vest 2/27/2026; 13,759 vest 3/1/2026; 13,759 vest 3/1/2027 |
Insider selling pressure analysis:
- Multiple RSU tranches vest in 2025–2027, likely prompting sales to cover withholding taxes; however, retention rules require holding 25% of net shares for one year post-vesting for executives meeting guidelines .
- Hedging and pledging are outright prohibited, reducing alignment risk from collateralized borrowing .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance ($) | Annual & LT Cash Incentives ($) | Equity ($) | Additional Retirement Benefits ($) | All Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | 1,269,361 | 984,912 | 771,442 | 29,750 | 3,055,465 |
| Retirement | — | 1,269,361 | 984,912 | 771,442 | 29,750 | 3,055,465 |
| Termination Without Cause | 1,887,000 | 1,269,361 | 984,912 | 771,442 | 82,922 | 4,995,637 |
| Involuntary Termination Within Two Years of Change in Control | 2,516,000 | 1,983,527 | 1,532,349 | 771,442 | 92,312 | 6,895,630 |
Observations:
- Cash severance amounts imply ~1.5× (salary + target bonus) for termination without cause and ~2.0× (salary + target bonus) under double-trigger CIC for Helsel (based on $680,000 salary and $578,000 target bonus) .
- Helsel was eligible for immediate commencement under the Salaried Pension Plan as of 12/31/2024; Supplementary Plan shows present value $5,056,070 and credited service of 28.58 years; Salaried Plan present value $72,668 and 12.58 years of service .
Multi-Year Compensation (as disclosed)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | — | — | 680,000 |
| Bonus ($) | — | — | — (none paid) |
| Stock Awards ($) | — | — | 871,853 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan Compensation ($) | — | — | 990,361 |
| Change in Pension Value ($) | — | — | 1,176,777 |
| All Other Compensation ($) | — | — | 61,276 |
| Total ($) | — | — | 3,780,267 |
Note: Prior-year (2022–2023) Helsel entries are not listed in the 2025 proxy’s Summary Compensation Table; 2024 values shown .
Pension and Deferred Compensation
| Plan | Status | Key Helsel Data |
|---|---|---|
| Salaried Pension Plan (qualified) | Frozen; participants hired before 1/1/2005 | Present value $72,668; credited service 12.58 yrs; eligible to commence as of 12/31/2024 |
| Supplementary Pension Plan (non-qualified) | Closed to new entrants (12/31/2021) | Present value $5,056,070; credited service 28.58 yrs; currently eligible |
| Deferred Compensation Plan | Allows deferral of base, annual incentive, cash LTI | No executive contributions by Helsel in 2024; aggregate balance $0 |
Governance and Policies (alignment/risk)
- Clawback: Company maintains a robust recovery policy for accounting restatements and detrimental conduct .
- Insider trading: Prohibits hedging (puts/calls/derivatives) and pledging/margin accounts for directors/officers/employees .
- Stock ownership guidelines: SVP requirement 3× salary; retention requirement of 25% of net shares for at least one year post-vesting/exercise once compliant; NEOs complied or are working toward compliance in 2024 .
Investment Implications
- Pay-for-performance linkage: AIP and LTI metrics are tied to FCF, SOI margin, Net Income, CFROC, and multi-year margin expansion with TSR modifiers, aligning compensation with value creation drivers in GT’s Goodyear Forward plan . AIP payout for Helsel at 72% reflects challenging industry dynamics offset by SOI improvements and partial strategic objectives achievement .
- Near-term supply of shares: Multiple RSU and PSU vesting events in 2025–2027 may create technical selling to cover taxes; retention requirement mitigates full monetization, and hedging/pledging prohibitions reduce misalignment risks .
- Severance/CIC economics: Implied 1.5× severance and 2.0× CIC multiple on cash (salary + target bonus) with equity and pension components suggest meaningful protection; double-trigger CIC reduces abrupt acceleration risk while still creating potential event-driven payouts .
- Retirement eligibility: Current eligibility under pension plans (with significant Supplementary Plan value) could increase medium-term transition risk; however, continued technology leadership and alignment policies support retention .
- TSR headwind: 2022–2024 TSR at 17th percentile applied a 0.80x modifier to LTI, dampening payouts; improvement in operational metrics (SOI margin) and CFROC targets will be crucial for future LTI realizations .