Karla R. Lewis
GOODYEAR TIRE & RUBBER CO /OH/About Karla R. Lewis
Karla R. Lewis (age 59) has served on Goodyear’s Board since April 12, 2021. She is President and Chief Executive Officer of Reliance, Inc. and a former long-tenured CFO, with CPA training at Ernst & Young. At Goodyear, she chairs the Finance Committee and serves on the Governance and Executive Committees; the Board deems her independent, and each incumbent director attended at least 75% of Board and applicable Committee meetings in 2024, with all directors attending the last annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliance, Inc. | Chief Executive Officer | Jan 1, 2023 – Present | Extensive finance, M&A, integration experience applied to GT Finance oversight |
| Reliance, Inc. | President | Jan 2021 – Dec 2022 | Operational leadership preceding CEO role |
| Reliance, Inc. | Chief Financial Officer | 1999 – Jan 2021 | 30+ years financial management; informs capital structure expertise at GT |
| Reliance, Inc. | Senior Exec VP; Exec VP; Senior VP | 2000–2015 | Progressive leadership across finance and operations |
| Reliance, Inc. | Corporate Controller | 1992 – 1999 | Foundation for financial controls and reporting |
| Ernst & Young (Ernst & Whinney) | Certified Public Accountant | ~1988 – 1992 | CPA; auditing and reporting rigor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reliance, Inc. (public) | Director | 2021 – Present | Public company board service; executive officer |
Board Governance
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Finance | Chair | 4 |
| Governance | Member | 4 |
| Executive | Member | 0 |
- Independence: The Board determined 10 of 12 nominees are independent; exceptions are the CEO (Stewart) and USW nominee (Wessel). Lewis serves on the Governance Committee (independent committee), confirming independence.
- Attendance and engagement: Board held 9 meetings; each incumbent director attended at least 75% of Board and applicable Committee meetings; all directors attended the last annual meeting. Regular executive sessions are held at each Board meeting and led by the independent Chairman.
- Board leadership: Independent Chairman (Laurette T. Koellner); committees for Audit, Compensation, Governance are 100% independent.
- Overboarding policy: Directors limited to serving on ≤4 public boards; public company executive officers limited to ≤2 boards (including GT). The Governance Committee reviews compliance annually; all directors in compliance. Lewis’s roles (Reliance + GT) meet policy.
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | Standard outside director retainer |
| Committee Chair Fee (Finance) | $15,000 | Finance Committee Chair premium |
| Meeting Fees | $0 | Only paid after >24 total meetings; none disclosed for Lewis |
| Annual Equity Retainer (RSUs) | $160,000 | Granted at annual meeting; paid in stock after Board service ends |
| All Other Compensation | $0 | Tire program taxable income is reported if used; none for Lewis |
| Total 2024 Compensation | $305,000 | $145,000 cash + $160,000 equity |
- Change effective 2025 annual meeting: Cash retainer increased to $140,000 and equity retainer increased to $180,000 (Board action after peer benchmarking).
- Directors’ Equity Plan: RSUs granted annually; RSUs (and any deferred share equivalents) are delivered post-service; dividend equivalents accrue into additional units until payout.
Performance Compensation
| Element | Structure | Metrics | Vesting/Delivery |
|---|---|---|---|
| Director Equity (RSUs) | Time-based annual grant | None (no performance metrics for directors) | Paid in Common Stock after leaving Board; minimum one-year restriction applies per plan (exceptions noted) |
- Plan controls and safeguards: Annual director total comp cap at $750,000 (cash + grant-date fair value of awards). Awards subject to Company claw-back policy; awards are non-transferable with limited exceptions. Double-trigger vesting applies to director equity upon change in control if awards are not assumed or service terminates under specified conditions.
Other Directorships & Interlocks
| Relationship | Detail | Governance View |
|---|---|---|
| Executive/Director at Reliance, Inc. | CEO and director | GT disclosed ordinary-course transactions with companies where certain GT directors are directors or executive officers; such transactions were at competitive terms and not material to GT or the other companies. No independence impairment disclosed for Lewis; the Board disclosed one specific de minimis independence review for another director (Hinrichs/CSX). |
Expertise & Qualifications
- 30+ years of financial management; extensive M&A and integration experience from Reliance, aligning with GT’s portfolio optimization and deleveraging priorities overseen by the Finance Committee.
- Skill areas aligned with Board’s matrix: Financial Expert/M&A/Capital Markets; Industrial Manufacturing; Business Model Transformation; International.
- CPA background strengthens oversight of capital structure, liquidity, and investment decisions in Finance Committee remit.
Equity Ownership
| Holder | Direct Shares | Savings Plan | Exercisable Options | RSUs/Deferred Share Equivalents | Percent of Class |
|---|---|---|---|---|---|
| Karla R. Lewis | 0 | 0 | 0 | 50,802 | <1% |
- As of Dec 31, 2024, Lewis held 50,802 RSUs/share equivalents; no direct GT share ownership or options.
- Director stock ownership guidelines: Must hold shares equal to 5x annual cash retainer; RSUs and deferred share equivalents count; all directors complied in 2024. Hedging and pledging of Company securities are prohibited.
Insider Trades
| Year | Section 16(a) Compliance Note | Detail |
|---|---|---|
| 2024 | No late filings disclosed for Lewis | Company reported one late Form 4 for an officer (Delaney) in August 2024; no director-specific delinquencies for Lewis were noted. |
Governance Assessment
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Strengths
- Independent status with leadership role chairing Finance; committee independence and executive sessions support strong oversight.
- Compensation and ownership alignment: Balanced cash/equity ($145k/$160k) with deferral until post-service; complies with 5x retainer guideline; no hedging/pledging permitted.
- Expertise fit: Deep finance/M&A background directly relevant to Finance Committee remit (capital structure, liquidity, risk, investor relations).
-
Watch Items
- Interlocks: As CEO/director at Reliance, monitor any GT–Reliance ordinary-course transactions (Company states such transactions were immaterial and at competitive terms). Continued Governance Committee oversight and annual conflicts questionnaire process mitigate risk.
- Attendance disclosure is at aggregate level (≥75% for incumbents); no director-specific attendance rates published—beneficial to track committee-level attendance trend for Finance chair role (four meetings in 2024).
-
Contextual Shareholder Signals
- Say-on-pay approval (2024) at 94.9% suggests broad investor support for GT’s compensation framework and responsiveness, which underpins overall governance credibility of the Board.
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Overall view: Lewis presents high alignment with GT’s capital and transformation priorities through Finance Committee leadership, is independent and within overboarding thresholds, and maintains strong ownership alignment via RSUs/deferral. Potential related-party exposure is acknowledged via Company-wide immaterial transactions review and ongoing conflict policies.