John E. McGlade
GOODYEAR TIRE & RUBBER CO /OH/About John E. McGlade
Independent director of The Goodyear Tire & Rubber Company (GT) since December 5, 2012; age 71. Former Chairman, President and CEO of Air Products and Chemicals, Inc. (retired July 1, 2014), with deep international operations and EHS leadership; designated an audit committee financial expert and serves as Audit Committee Chair. Independent under Nasdaq and company standards; board held nine meetings in 2024 and all incumbent directors attended at least 75% of Board and applicable committee meetings; all directors attended the last annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Products and Chemicals, Inc. | Chairman, President & CEO | March 2008 – July 1, 2014 | Led global operations; responsibility for environment, health, safety, and quality functions; prior roles include Group VP, Chemicals, and President/COO. |
| Air Products and Chemicals, Inc. | Various leadership roles (joined 1976) | 1976 – March 2008 | Progressively senior management roles culminating in COO; global operations experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No public company directorships held since January 1, 2020. |
Board Governance
- Committee assignments: Audit (Chair), Governance (Member), Executive (Member). Independent committees (Audit, Compensation, Governance) are 100% independent; the Board’s independent Chair leads executive sessions at each Board meeting.
- Audit committee responsibilities include oversight of financial reporting, auditor independence, internal controls, IT & cybersecurity, and ESG reporting controls; PwC retained as independent auditor.
- Independence: 83% of director nominees are independent; McGlade is independent under company/Nasdaq standards.
- Attendance and engagement: Board held 9 meetings in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings; all directors attended the last annual meeting.
- Overboarding policy: directors may serve on no more than four public company boards; all directors comply.
- Shareholder engagement: GT met with shareholders representing 67% of outstanding shares; compensation committee chair participated in many meetings.
Committee Assignments and Meeting Cadence (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 6 |
| Governance | Member | 4 |
| Executive | Member | 0 |
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (2024) | $130,000 | Standard outside director cash retainer in 2024. |
| Audit Committee Chair fee | $25,000 | Chair premium for Audit Committee. |
| Meeting fees (if >24 meetings) | $1,700 per additional meeting ($1,000 virtual) | Paid for attendance beyond 24 meetings; none itemized for McGlade. |
| Fees earned or paid in cash (2024) | $155,000 | Reported cash fees for McGlade. |
Performance Compensation (Director Equity)
| Item | Value/Terms | Notes |
|---|---|---|
| Annual RSU grant (2024) | $160,000 | Granted at annual meeting under Directors’ Equity Plan. |
| Vesting/Payment | Paid in shares on the fifth business day of the quarter after leaving the Board | Applies to restricted stock units granted to outside directors. |
| Dividend equivalents | RSUs and share equivalent units receive dividend equivalents converted into additional units | Further aligns director interests with shareholders. |
| Cash retainer deferral | Directors may defer 25–100% of cash retainer into share equivalent units | Enhances alignment via equity-linked deferrals. |
| Non-employee director award limit | $750,000 total (cash + equity grant-date fair value) per calendar year | Limit under the Amended 2022 Performance Plan. |
Other Directorships & Interlocks
| Counterparty | Relationship | Exposure |
|---|---|---|
| None reported | — | No public company boards since 2020; no specific related-party transactions identified for McGlade. |
Expertise & Qualifications
- Audit/financial expertise: Designated audit committee financial expert; prior CEO experience at a publicly traded company.
- Industrial manufacturing and international operations: Extensive leadership in global industrial operations and manufacturing.
- EHS and quality: Past responsibility for environment, health, safety, and quality functions at Air Products.
- Board skills alignment: Skill matrix emphasizes finance/M&A, industrial manufacturing, international, and transformation—areas aligned with McGlade’s background.
Equity Ownership
| Holding Type | Amount | % of Class | Notes |
|---|---|---|---|
| Shares owned directly | 31,408 | <1% | As of Feb 18, 2025. |
| RSUs & deferred share units (director plan) | 116,397 | <1% | As of Feb 18, 2025. |
| Options exercisable | — | — | Directors generally do not receive options under the director plan; none listed for McGlade. |
| Shares outstanding (reference) | 285,114,491 | — | Common stock outstanding at record date. |
| Ownership guideline | 5x annual cash retainer; all directors complied in 2024 | Director stock ownership guidelines met. | |
| Hedging/pledging | Prohibited for directors and officers | Short sales, options, margin/pledging banned under insider trading policy. |
Governance Assessment
- Board effectiveness: As Audit Chair and financial expert, McGlade strengthens oversight of reporting, controls, cybersecurity, and ESG reporting; independent leadership with frequent executive sessions supports robust oversight.
- Independence and attendance: Independent status, committee independence, and documented attendance at Board/committee meetings underpin governance quality and investor confidence.
- Compensation alignment: Balanced cash ($155k) and equity ($160k) pay with equity paid upon board departure; strong director ownership guidelines with 2024 compliance enhance alignment; non-employee director award caps further mitigate pay inflation risk.
- Conflicts/related parties: Company reports ordinary-course transactions with entities linked to some directors, but not material; formal conflict-of-interest policy and disclosure processes in place.
- Risk indicators: Overboarding policy compliance; clawback policy (for officers) exceeds Nasdaq minimums; equity plan prohibits option/SAR repricing and mandates minimum vesting—favorable signals for governance.
- Shareholder sentiment: 2024 say-on-pay approval at 94.9% indicates strong investor support for compensation governance and pay design changes; ongoing shareholder engagement (67% of shares) adds to confidence.
RED FLAGS
- None specific to McGlade identified in the 2025 proxy: no pledging, no hedging, no material related-party transactions, and independent committee leadership.
Watch items
- Equity share reserve increase (Amended 2022 Plan) raises potential dilution to ~9.85% fully diluted overhang if approved, though within industry norms and accompanied by robust plan features (no repricing; minimum vesting).
Section 16 compliance
- Company reports timely filings by directors and officers for 2024; one Form 4 late filing was for an officer (not McGlade).