Joseph R. Hinrichs
GOODYEAR TIRE & RUBBER CO /OH/About Joseph R. Hinrichs
Joseph R. Hinrichs (age 58) has served on Goodyear’s Board since July 25, 2023. He is President and Chief Executive Officer of CSX Corporation and previously led Ford Motor Company’s global automotive operations, bringing deep automotive, manufacturing, and operational expertise to Goodyear’s boardroom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | President, Global Automotive; EVP & President Global Operations; EVP & President Americas; President Asia Pacific & Africa; Chairman & CEO Ford China; President & CEO Ford Canada | Various (prior to Sep 2022) | Led $160B automotive operations; oversight of product development, purchasing, manufacturing, labor, marketing/sales, IT, sustainability; broad operational transformation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CSX Corporation | President & CEO; Director | 2022–present | Rail-based freight transportation leader; ordinary-course GT–CSX commercial relationship assessed as de minimis and did not impair independence (<0.05% of either company’s revenues) |
| Ascend Wellness Holdings | Director | 2021–2022 | Prior public company directorship |
Board Governance
- Committee assignments (2024): Human Capital & Compensation (member; 5 meetings), Corporate Responsibility & Compliance (member; 4 meetings) .
- Independence: Board determined Hinrichs is independent; Goodyear–CSX commercial relationship was de minimis (<0.05% of either company’s consolidated gross revenues) and did not impair independence .
- Board attendance/engagement: Board held 9 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the annual shareholders’ meeting .
- Board leadership: Independent Chairman (Laurette Koellner); executive sessions of independent directors held at each Board meeting; strong independent oversight (83% of nominees independent) .
- Overboarding policy: Directors limited to ≤4 public company boards (including GT); compliance affirmed for all directors .
Fixed Compensation
| Component (Director) | 2024 Amount | 2025 Change | Notes |
|---|---|---|---|
| Annual Cash Retainer | $130,000 | $140,000 | Standard outside director retainer |
| Annual Equity Retainer (RSUs) | $160,000 | $180,000 | Grant date fair value under Directors’ Equity Plan |
| Committee Chair Fees | N/A (not a chair) | N/A | Chair fees: Audit/Comp $25k; CR&C/Finance/Gov $15k, Lead Director $55k; Chairman $200k |
| Meeting Fees (excess) | $1,700 per meeting >24; $1,000 if virtual | — | Applies if attendance exceeds 24 meetings |
| 2024 Actual (Hinrichs) – Fees Earned | $130,000 | — | |
| 2024 Actual (Hinrichs) – All Other Comp | $1,395 | — | Tire program/perks attribution |
| 2024 Actual (Hinrichs) – Total | $291,395 | — | Includes $160,000 equity grant |
Performance Compensation
| Equity Terms (Director RSUs) | 2024 Terms | Details |
|---|---|---|
| Grant Value | $160,000 (annual) | Based on closing price on grant date |
| Vesting/Payout | Paid in shares on the fifth business day of the quarter following the quarter of Board departure | RSUs settle post-service; minimum vesting rules apply under Amended 2022 Plan |
| Dividend Equivalents | Accrue at same rate as common stock; converted into RSUs/share equivalents | Enhances alignment with shareholders |
| Director Award Limit | Combined cash + equity capped at $750,000 per calendar year | Governance safeguard on director pay levels |
Goodyear director compensation is not performance-metric based; equity is time-based RSUs designed for alignment rather than pay-for-performance at the director level .
Other Directorships & Interlocks
| Company | Nature of Relationship | Independence/Conflict Assessment |
|---|---|---|
| CSX Corporation | Ordinary-course commercial dealings with Goodyear | Board determined relationship is de minimis (<0.05% of revenues) and does not impair Hinrichs’s independence; expectation to recuse applies to USW-nominated director, not Hinrichs |
Expertise & Qualifications
- Automotive/industrial operations, supply chain, safety, and efficiency expertise from Ford; current rail logistics leadership at CSX strengthens Board oversight of manufacturing, distribution, and operational risk .
- Skills align with Board’s matrix areas (industrial manufacturing; automotive/supply chain; business model transformation; international) emphasized for oversight of Goodyear Forward .
Equity Ownership
| Category | Amount | Percent of Class |
|---|---|---|
| Direct Common Shares | 0 | <1% |
| Savings Plan Shares | 0 | <1% |
| Exercisable Options | 0 | <1% |
| RSUs/Deferred Share Equivalents (Director) | 19,507 | <1% |
| Pledged/Hedged Shares | Prohibited by insider trading policy (no hedging or pledging) | — |
| Ownership Guidelines (Director) | 5× annual cash retainer; all directors complied in 2024 | — |
Governance Assessment
- Board effectiveness and independence: Hinrichs strengthens Compensation and Corporate Responsibility & Compliance oversight; independent status confirmed despite CSX role due to de minimis commercial relationship, mitigating conflict risk .
- Attendance/engagement: Board and committees met frequently in 2024; incumbents met the ≥75% attendance threshold; executive sessions each meeting support candid oversight .
- Alignment: Director pay mix balanced between cash and equity; post-service RSU settlement and 5× retainer ownership guideline enhance long-term alignment; no hedging/pledging permitted .
- Compensation governance: Director award cap ($750k) and prohibition on repricing support shareholder-friendly pay practices; benchmarking uses same peer group as executives; 2025 increases to retain competitive positioning .
- RED FLAGS: None material disclosed. Potential related-party exposure via CSX assessed as de minimis and independence maintained; no pledging allowed; overboarding policy in place and compliant . Broader governance signals include independent Chair and robust shareholder engagement (say-on-pay approval 94.9% in 2024) supporting investor confidence .