Hera Siu
GOODYEAR TIRE & RUBBER CO /OH/About Hera Siu
Independent director of The Goodyear Tire & Rubber Company since December 4, 2019; age 65; serves on the Corporate Responsibility & Compliance Committee and the Finance Committee. Formerly Corporate Vice President and CEO, Greater China, at Cisco; prior senior roles at Pearson and SAP; brings 30+ years of technology and Asia leadership experience, with deep China market expertise . The Board determined she is independent under Nasdaq and company standards; in 2024 each incumbent director attended at least 75% of Board and applicable committee meetings, and all directors attended the annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | CEO, Greater China | Jul 2017 – Sep 2020 | Led regional strategy and operations |
| Cisco Systems, Inc. | COO, Greater China | Nov 2016 – Jun 2017 | Operations leadership |
| Pearson LLC | SVP & Managing Director, Greater China | Feb 2014 – Jun 2016 | Tech-enabled education growth |
| SAP | SVP; then President, China & Hong Kong | Apr 2010 – Jun 2013 | Regional P&L leadership |
| SAP | SVP, e‑Commerce, Asia Pacific | Jul 2013 – Jan 2014 | Digital commerce initiatives |
| Nortel; Hong Kong Telecom; Computer Associates; Nokia Telecommunications | Various leadership roles | Not disclosed | Telecom/software operations experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Vallourec SA | Director | 2021 – present | Energy/industrial tubes; no GT related-party transactions disclosed |
| ASMPT Limited | Director | 2022 – present | Semiconductor equipment; no GT related-party transactions disclosed |
| TeamViewer AG | Director | 2021 – Feb 2025 | Software; no GT related-party transactions disclosed |
Board Governance
| Item | Detail |
|---|---|
| Committees | Corporate Responsibility & Compliance; Finance |
| Chair roles | None (member only) |
| 2024 meetings held (committee) | Corporate Responsibility & Compliance: 4; Finance: 4 |
| Independence | Independent director; 83% of nominees independent; Audit, Compensation, Governance fully independent |
| Attendance | Each incumbent director ≥75% of Board and applicable committees; all directors attended last annual meeting |
| Executive sessions | Independent directors meet in executive session at each Board meeting led by the independent Chair |
| Overboarding policy | Max 4 public boards (incl. GT); all directors compliant |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Standard for non‑management directors in 2024 |
| Committee chair fees | $0 | Not a chair; chair fees: $15,000–$25,000 depending on committee (structure) |
| Stock award (RSUs) | $160,000 | Annual grant under Directors’ Equity Plan |
| Meeting fees | Not disclosed | $1,700 per meeting above 24 ($1,000 virtual), if applicable |
| Other compensation | $617 | Tire program perquisites |
| Total (2024) | $290,617 | Fees + RSUs + other |
| Component (2025 change, effective at annual meeting) | New Amount | Prior Amount |
|---|---|---|
| Annual cash retainer | $140,000 | $130,000 |
| Annual equity retainer (RSUs) | $180,000 | $160,000 |
Performance Compensation
| Component | Metric | Weighting | Vesting | Notes |
|---|---|---|---|---|
| Director RSUs (equity retainer) | None (time‑based) | n/a | RSUs convert to stock after director leaves the Board; accrue dividend equivalents; payment schedule per plan | Annual RSU grant sized to retainer |
| RSU vesting (executive reference for terms) | n/a | n/a | Example terms for RSUs: three‑year ratable vesting for executive RSUs; directors paid post‑service |
Directors do not have performance‑based (financial) metrics in their compensation; equity retainer aligns incentives with shareholder value via stock price exposure .
Other Directorships & Interlocks
| External Board | Potential interlock with GT | Related‑party exposure |
|---|---|---|
| Vallourec SA | Industrial supply chain adjacency; no specific disclosed transactions with GT | Company reports ordinary‑course transactions with companies linked to some directors; not material; none specifically tied to Siu disclosed |
| ASMPT Limited | No disclosed ties to GT | Same as above |
| TeamViewer AG | No disclosed ties to GT | Same as above |
Expertise & Qualifications
- Technology leadership and outcome‑based solutions experience; senior roles at Cisco and SAP .
- Extensive international and China market knowledge; prior regional P&L and operations leadership .
- Board skills matrix emphasizes technology and international expertise across the Board, aligning with Siu’s background .
Equity Ownership
| Category (as of Feb 18, 2025) | Amount | Ownership form |
|---|---|---|
| Common shares owned directly | 0 | Direct |
| Savings Plan shares | 0 | Plan |
| Exercisable options | 0 | Options exercisable by Apr 19, 2025 |
| Deferred share equivalents + RSUs | 72,384 | Directors’ Equity Plan units/RSUs |
| Percent of class | <1% | Footnote indicates less than 1% |
Stockholding guidelines for directors: 5× annual cash retainer; directors count RSUs and share equivalents; all directors complied in 2024 . Hedging and pledging of company securities by directors are prohibited .
Insider Trades
| Date | Form | Description |
|---|---|---|
| Apr 16, 2025 | Form 4 | Filing by Hera K. Siu (details available via EDGAR/issuer filings) |
| 2025 (multiple issuer Form 4s) | Form 4 | GT issuer filings page lists Form 4 filings; director filings accessible therein |
| Reference page | Aggregated insider activity | Siu Hera K insider trading page (aggregation site) |
Section 16 compliance: GT reports timely filings in 2024, except one Form 4 filed one day late by an officer (not Siu) .
Governance Assessment
- Alignment and independence: Siu is an independent director with technology and Asia expertise, positioned on Corporate Responsibility & Compliance (ESG, safety, product quality) and Finance (capital structure, M&A) committees—both key oversight areas for GT’s transformation and risk management . Independence and executive sessions at every Board meeting bolster oversight quality .
- Engagement and attendance: Board held 9 meetings in 2024; each incumbent director met ≥75% attendance; all directors attended the annual meeting—supports engagement .
- Compensation alignment: Director pay is balanced (cash + RSUs) with equity retainer linking value to stock performance; perquisites modest (tire program). 2025 increases to cash and equity retainers are moderate and benchmarked to peers .
- Ownership and conduct: RSU/deferred units held; no direct share ownership or options; directors comply with 5× retainer stockholding guidelines; hedging/pledging prohibited—favorable alignment and risk controls .
- Conflicts and related parties: GT discloses ordinary‑course transactions involving companies associated with certain directors; not material; no specific related‑party transactions tied to Siu disclosed—low conflict risk .
- Shareholder signals: 2024 say‑on‑pay approval at 94.9% indicates strong investor support for compensation practices overseen by the Board, indirectly affirming governance confidence .
Red flags: None disclosed specific to Siu (no pledging/hedging; no attendance shortfall; no related‑party transactions). Ongoing monitoring is warranted for external board service load relative to GT’s overboarding policy (currently compliant) .