Jason J. Winkler
GOODYEAR TIRE & RUBBER CO /OH/About Jason J. Winkler
Jason J. Winkler was elected to Goodyear’s Board of Directors effective May 15, 2025; his term expires at the 2026 Annual Meeting. He was appointed to the Audit Committee and the Committee on Corporate Responsibility and Compliance. Winkler is Executive Vice President and Chief Financial Officer of Motorola Solutions, where he oversees finance, supply chain, and IT, and previously held senior roles in investor relations, channel management, M&A, and product operations. He holds a B.S. in Business Administration from Valparaiso University and an MBA from the University of Chicago Booth School of Business.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motorola Solutions | Executive Vice President & Chief Financial Officer; prior senior finance leadership (IR, channels, M&A, product ops) | 2001–present (CFO current) | Led finance, supply chain and IT; drove growth, margin expansion and balance sheet improvements contributing to strong shareholder returns |
| Oracle | Finance/Business roles (not specified) | Not disclosed | Pre-Motorola experience |
| Hewitt Associates (now Aon) | Finance/Business roles (not specified) | Not disclosed | Pre-Motorola experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Motorola Solutions | Executive Vice President & CFO | Current | Oversees financial strategy; leads finance, supply chain, IT |
No other public company directorships are disclosed in GT filings at the time of his election.
Board Governance
- Committee memberships: Audit Committee; Corporate Responsibility and Compliance Committee (no chair roles disclosed).
- Non-employee director compensation applies to Winkler per Board determination.
- Director equity plan and compensation framework updated for 2025: cash retainer increased to $140,000 and annual equity retainer increased to $180,000 at the 2025 annual meeting; chair fees and meeting add-ons detailed below.
- Director ownership guidelines: hold shares equal in value to 5x annual cash retainer; RSUs and deferred share equivalents count toward compliance. (Compliance status for Winkler not yet disclosed.)
- Compensation consultant: Exequity serves as independent advisor to the Human Capital & Compensation Committee and reviews non-management director pay and governance trends.
- Shareholder sentiment: 2025 say‑on‑pay support was 94.0% of votes cast.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $140,000 | Effective at the 2025 annual meeting; previously $130,000 in 2024 |
| Annual Equity Retainer (RSUs) | $180,000 grant-date fair value | Effective at the 2025 annual meeting; previously $160,000 in 2024 |
| Chair Fees – Audit | $25,000 | If applicable |
| Chair Fees – Human Capital & Compensation | $25,000 | If applicable |
| Chair Fees – Corporate Responsibility & Compliance | $15,000 | If applicable |
| Chair Fees – Finance | $15,000 | If applicable |
| Chair Fees – Governance | $15,000 | If applicable |
| Meeting Add-on | $1,700 per meeting over 24 (in-person); $1,000 if virtual/phone | Travel & lodging reimbursed |
Winkler “will receive the compensation established from time to time for non‑employee directors,” implying eligibility for the 2025 program and any pro‑rata treatment applicable to mid‑year elections under the Directors’ Equity Plan.
Performance Compensation
| Feature | Detail |
|---|---|
| Director RSUs | Annual grant under the Directors’ Equity Plan; for directors elected other than at an annual meeting, grant is made based on the effective date of election (grant-date value methodology applies) |
| Deferral Options | Directors may defer 25%, 50%, 75%, or 100% of cash retainers/fees into share equivalent units; dividend equivalents accrue on RSUs and share equivalents |
| Vesting & Plan Guardrails | Minimum one-year vesting for equity settled awards; prohibition on option/SAR repricing without shareholder approval; annual cap on total director compensation (cash + equity grant-date value) of $750,000 |
GT’s Amended 2022 Performance Plan (approved April 14, 2025) codifies director award limits and anti‑repricing provisions, reinforcing alignment and governance discipline.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Potential |
|---|---|---|
| None disclosed | — | No related party transactions or interlocks disclosed in GT filings at time of election |
Expertise & Qualifications
- Finance leadership: CFO of Motorola Solutions; deep experience across investor relations, channels, M&A, product operations; oversight of finance, supply chain, IT.
- Education: B.S. Business Administration (Valparaiso University); MBA (Chicago Booth).
- Strategic transformation: Credited with contributing to growth, margin expansion, and balance sheet improvements at Motorola Solutions, aligning with GT’s “Goodyear Forward” focus on margin expansion and deleveraging.
Equity Ownership
| Item | Status |
|---|---|
| Beneficial Ownership at GT | Not included in GT’s Feb 18, 2025 beneficial ownership table (elected May 2025) |
| Initial RSU Grant | Director RSU grants for off‑cycle elections are made on effective date; 2025 annual equity retainer set at $180,000 grant-date value (specific Winkler grant details not yet disclosed) |
| Director Ownership Guidelines | 5x annual cash retainer; RSUs and share equivalents count toward compliance (Winkler compliance status not yet disclosed) |
Governance Assessment
- Board effectiveness: Appointment to Audit Committee strengthens financial oversight; Corporate Responsibility & Compliance assignment adds ethics and compliance coverage—both salient for investor confidence as GT executes cost, margin, and deleveraging initiatives under Goodyear Forward.
- Independence and alignment: Non‑employee director pay structure with increased equity retainer and strict anti‑repricing/minimum vesting supports alignment; director award cap ($750k) curbs pay inflation risk.
- Compensation process quality: Use of independent consultant (Exequity) for director pay benchmarking and governance practices is a positive indicator of process rigor.
- Shareholder signals: Strong 2025 say‑on‑pay support (94.0% of votes cast) indicates investor confidence in compensation governance; continued monitoring warranted as new equity plan share pool was expanded.
- RED FLAGS: None disclosed regarding related‑party transactions, pledging, tax gross‑ups, or option repricing; attendance data for Winkler is not yet available due to his mid‑year election.
Appendix: Shareholder Votes (Context)
| Proposal | For | Against | Abstain | Outcome |
|---|---|---|---|---|
| 2025 Director Elections (12 nominees) | 95.8%–98.1% support across nominees | 1.7%–4.0% | ~0.2% | All elected |
| 2025 Say‑on‑Pay | 195,685,184 (94.0% of votes cast) | 12,515,531 | 720,999 | Approved |
| 2025 Amended 2022 Performance Plan | 200,649,200 | 7,467,714 | 804,800 | Approved |
Note: Winkler’s election occurred May 15, 2025; director‑specific compensation and ownership disclosures for him should appear in subsequent filings (e.g., next proxy statement), including any RSU grant details and guideline compliance status.