James A. Firestone
GOODYEAR TIRE & RUBBER CO /OH/About James A. Firestone
Independent director of The Goodyear Tire & Rubber Company since December 3, 2007; age 70. Former Xerox senior executive, including EVP & President, Corporate Strategy & Asia Operations (2014–Oct 31, 2016), President, Corporate Operations (2008–2013), and President, Xerox North America (2004–2008). Earlier leadership roles at IBM (GM, Consumer Division), Ameritech (President, Consumer Services), and a 15‑year career at American Express culminating as President, Travelers Cheques. Currently retired; no other public company directorships disclosed since January 1, 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xerox Corporation | EVP & President, Corporate Strategy & Asia Operations | Jan 2014 – Oct 31, 2016 | Senior operator at a company of similar size/complexity to GT . |
| Xerox Corporation | President, Corporate Operations | Oct 2008 – Dec 2013 | P&L and global operations leadership . |
| Xerox Corporation | President, Xerox North America | Oct 2004 – Sep 2008 | Commercial leadership, P&L . |
| IBM Corporation | GM, Consumer Division | Not disclosed | Consumer product leadership . |
| Ameritech Corporation | President, Consumer Services | Not disclosed | Telecom consumer services leadership . |
| American Express | President, Travelers Cheques | 15‑year tenure culminating in President | Early‑career financial services leadership . |
External Roles
| Type | Organization | Role | Tenure/Notes |
|---|---|---|---|
| Public company boards | — | — | “Other public company directorships held since January 1, 2020: None” . |
Board Governance
- Current GT committee assignments: Human Capital & Compensation Committee (Chair), Finance Committee (Member), Executive Committee (Member) .
- Committee meeting cadence (2024): Audit 6; Human Capital & Compensation 5; Corporate Responsibility & Compliance 4; Finance 4; Governance 4; Executive 0 .
- Independence: The Board determined all Compensation Committee members (including Chair Firestone) are independent under GT and Nasdaq standards .
- Attendance/engagement: In 2023, the Board held 15 meetings and each director attended at least 75% of Board and applicable committee meetings; all then‑serving directors attended the 2023 annual meeting .
- Board leadership: Independent Chairman; executive sessions of independent directors at each Board meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (Firestone) | $155,000 | Includes $130,000 annual cash retainer and $25,000 chair fee for Human Capital & Compensation Committee . |
| Stock awards (RSUs) (Firestone) | $160,000 | Annual RSU grant under Directors’ Equity Plan . |
| All other compensation (Firestone) | $2,095 | Value of up to two sets of tires per year provided to directors . |
| Total (Firestone) | $317,095 | Sum of components above for 2024 . |
| Program changes effective 2025 annual meeting | Cash retainer: $140,000; Equity retainer: $180,000 | Approved increases after Compensation Committee benchmarking . |
| Committee chair fees (program) | HCCC Chair: $25,000; Finance Chair: $15,000; Governance Chair: $15,000; Audit Chair: $25,000; Corporate Responsibility & Compliance Chair: $15,000 | Applies to relevant committee chairs . |
| Additional meeting fees (program) | $1,700 per meeting >24 (or $1,000 if virtual/phone) | Applies if a director attends more than 24 Board/committee meetings . |
Performance Compensation
- Director equity structure: Annual RSUs with grant date fair value set by the Board (2024: $160,000; 2025: $180,000), generally delivered in Common Stock after Board service ends (5th business day of the quarter following departure); annual deferral election available under the Directors’ Equity Plan .
- Executive incentive framework overseen by Human Capital & Compensation Committee (Chaired by Firestone):
- Annual Incentive metrics and weights (2023): Market Share 15%, Cost 15%, Free Cash Flow 20%, EBIT 20%, New Mobility 10%, ESG 10%, Individual Strategic Objectives 10% .
- Long‑Term Incentive (2023–2025 cycle): 50% Net Income, 50% Cash Flow Return on Capital (CFROC); three‑year Relative TSR modifier 0.8x–1.2x with performance at 55th percentile = 1.0x and cap at 1.0x if absolute TSR is negative; Strategic Initiatives Index can add up to +25 percentage points (GHG reduction and structural cost actions); overall cap 200% .
| Program | Metric | Weight/Modifier | Details |
|---|---|---|---|
| Annual Incentive (2023) | Market Share | 15% | Consumer & Commercial replacement share and OE win profitability . |
| Annual Incentive (2023) | Cost | 15% | Variable manufacturing cost/ tire by region; attainment ranges by unit . |
| Annual Incentive (2023) | Free Cash Flow | 20% | Cash from ops – capex, adjusted; 2023 “as adjusted” $406M . |
| Annual Incentive (2023) | EBIT | 20% | 2023 “as adjusted” EBIT $965M . |
| Annual Incentive (2023) | New Mobility | 10% | Pilot program execution . |
| Annual Incentive (2023) | ESG | 10% | Sustainable materials tire milestone; D&I hiring expansions . |
| LTI (2023–2025) | Net Income | 50% | Year‑by‑year targets within 3‑year cycle . |
| LTI (2023–2025) | CFROC | 50% | Free cash flow / (avg working capital + net fixed assets) . |
| LTI Modifier | 3‑yr Relative TSR | 0.8x–1.2x | 55th percentile = 1.0x; cap at 1.0x if absolute TSR negative . |
| LTI SI Index | GHG reduction; Structural cost | +0–25 ppts | Up to +25 ppts; cap still 200% payout . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None since January 1, 2020 . |
| Interlocks / related party exposure | GT disclosed ordinary‑course transactions with corporations where certain directors serve as directors/executives; not material, and governed by a conflicts policy and annual D&O questionnaires. No specific Firestone‑related transactions were identified in the disclosure . |
| Overboarding policy | Directors limited to ≤4 public company boards (including GT); all directors compliant . |
Expertise & Qualifications
- Executive management across multiple Fortune 500s with >20 years P&L responsibility; international operations; M&A experience — deemed to provide “unique and valuable insights” in operations and finance matters for GT .
- As Compensation Chair, oversees executive pay design, risk assessment, and consultant engagement; Exequity LLP serves as independent compensation consultant; Compensation Committee determined Exequity to be independent .
Equity Ownership
| Measure (Feb 18, 2025) | Firestone | Notes |
|---|---|---|
| Shares owned directly | 0 | Beneficial ownership table . |
| Shares in Savings Plan | 0 | Beneficial ownership table . |
| Shares subject to exercisable options | 0 | Beneficial ownership table . |
| Restricted Stock Units (RSUs) | 159,677 | As of Dec 31, 2024 . |
| Deferred Share Equivalent Units | 4,337 | As of Dec 31, 2024 . |
| Total share equivalents (RSUs + DSEUs) | 164,014 | Counted as beneficial ownership as equivalents; less than 1% of class . |
| Hedging/pledging | Prohibited for directors, officers, and employees under insider trading policy . |
Governance Assessment
- Strengths: Long‑tenured independent Compensation Chair with deep operating/P&L, M&A and international experience; no other public boards (lower overboarding/conflict risk); Compensation Committee uses an independent consultant (Exequity) and maintains rigorous design (TSR cap when absolute TSR negative; added SI Index; reduced discretionary weight), responding to investor feedback; say‑on‑pay support improved to 88% in 2023 after program changes .
- Alignment: Director pay is balanced between cash and equity; Firestone’s 2024 pay: $155,000 cash and $160,000 RSUs with minimal perqs; program increases for 2025 are modest and benchmarked; equity delivered post‑service aligns interests; anti‑hedging/pledging bolsters alignment .
- Attendance/engagement: Committee chairing and membership across Compensation, Finance, and Executive; Board reported at least 75% attendance by all directors in 2023; Board holds executive sessions each meeting under independent Chair structure .
- Conflicts/red flags: No specific related‑party transactions disclosed involving Firestone; GT notes any director‑related ordinary‑course transactions were not material and are subject to a formal conflicts policy; overboarding policy in place and directors compliant .
- Watch items: Very long tenure (director since 2007) — balanced by recent Board refreshment and independent Chairman structure; Firestone’s beneficial ownership is primarily via RSUs/deferred equivalents with no directly owned shares, which some investors view as weaker “skin‑in‑the‑game,” though this is consistent with GT’s director equity program design .