Laurette T. Koellner
GOODYEAR TIRE & RUBBER CO /OH/About Laurette T. Koellner
Laurette T. Koellner is the independent Chairman of the Board at The Goodyear Tire & Rubber Company, serving as a director since February 23, 2015 and Chairman since January 29, 2024, after previously serving as Lead Director from June 30, 2019 through January 29, 2024 . She is 70 years old and brings senior executive experience from Boeing and International Lease Finance Corporation (ILFC), with extensive international, financial, and human resources expertise . As Chairman, her responsibilities include presiding over Board and executive sessions of independent directors, setting agendas, interviewing Board candidates, and coordinating committee leadership and CEO evaluation with the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Lease Finance Corporation (AIG subsidiary) | Executive Chairman | June 2012 – May 2014 | Led governance and oversight during period culminating in sale; senior leadership transition |
| The Boeing Company | Executive Vice President; Member of Office of the Chairman; President, Connexion By Boeing; President, Boeing International; Vice President & General Auditor; Vice President & Corporate Controller; Chief Human Resources & Administration Officer | Not disclosed | Broad operational, financial controls, international expansion, HR leadership; seven-year membership on Boeing’s most senior leadership team |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Nucor Corporation | Director | 2015 – present | Public company board service |
| Papa John’s International, Inc. | Director | 2014 – present | Public company board service |
| Celestica Inc. | Director | 2009 – January 2025 | Ended service January 2025 |
Board Governance
- Leadership: Independent Chairman since Jan 29, 2024; previously Lead Director (Jun 30, 2019 – Jan 29, 2024). Duties include presiding at Board and executive sessions, approving Board schedules and materials, interviewing board candidates, recommending committee chairs, and co-evaluating CEO performance with the Compensation Committee .
- Committee assignments (2024):
- Governance Committee: Chair
- Executive Committee: Chair (comprised of committee chairs, CEO, Chairman; 0 meetings in 2024)
- Human Capital & Compensation Committee: Member
- Independence: Board is 83% independent; Audit, Compensation, and Governance Committees are 100% independent; Koellner is among independent nominees (CEO Stewart and USW director Wessel are not independent) .
- Attendance: Board held 9 meetings in 2024; each incumbent director attended at least 75% of all Board and applicable committee meetings; all directors then serving attended the last annual meeting .
- Executive sessions: Regular executive sessions of independent directors; led by the Chairman .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $329,766 | Reflects base retainer, Chairman stipend and any applicable chair/meeting fees |
| 2024 Stock Awards (RSUs) | $160,000 | Annual RSU grant under Directors’ Equity Plan |
| All Other Compensation | $— | Perquisite summary applies generally; tires, financial planning, etc., but none disclosed for Koellner in 2024 |
| 2024 Total | $489,766 | Sum of cash and equity |
| Standard Director Compensation (effective 2024) | Cash retainer $130,000; annual equity retainer $160,000; Non-Executive Chairman stipend $200,000; Chair fees: Audit $25,000; Compensation $25,000; Governance $15,000; Finance $15,000; Corporate Responsibility $15,000; Meeting fee $1,700 per meeting over 24 (or $1,000 if virtual/phone) | Program detail |
| Planned Change (effective at 2025 annual meeting) | Cash retainer $140,000; annual equity retainer $180,000 | Benchmarking led to increases |
Performance Compensation
| Element | Design | Metrics/Terms |
|---|---|---|
| Directors’ Equity Plan RSUs | Annual grant (e.g., $160,000 in 2024) | RSUs are paid in Common Stock on the fifth business day of the quarter following the quarter in which the director leaves the Board; directors may annually elect to defer 25/50/75/100% of cash retainer/fees into share equivalent units; dividends accrue as additional RSUs or share equivalents |
Directors do not have performance-based (metric-driven) incentives; equity compensation is time/service-based via RSUs under the Directors’ Equity Plan .
Other Directorships & Interlocks
- Ordinary-course transactions: Company reports ordinary-course transactions with corporations where directors serve, at competitive prices and terms, and immaterial to Goodyear and those corporations; annual questionnaires and a Board conflicts policy govern potential conflicts and require disclosure and, if needed, Board-approved waivers .
- Independence perspective: Board determined the commercial relationship with CSX (where director Hinrichs is CEO) was de minimis (<0.05% of revenues) and did not impair independence; similar framework applies to assessing director interlocks generally .
Expertise & Qualifications
- Senior executive and board leadership experience across aerospace and leasing; deep international business, finance, and human resources expertise; seven-year service on Boeing’s most senior leadership team; multi-industry public company board roles .
- As Chairman, provides leadership to independent directors and coordinates governance effectiveness, committee structure, and CEO evaluation, enhancing oversight rigor .
Equity Ownership
| Holder | Direct Common Shares | RSUs/Deferred Units | Savings Plan | Exercisable Options | Percent of Class |
|---|---|---|---|---|---|
| Laurette T. Koellner (Feb 18, 2025) | 26,000 | 118,551 | — | — | <1% |
- Director stockholding guidelines: Directors must hold shares equal in value to five times the annual cash retainer; RSUs and share equivalents count toward compliance; all directors complied during 2024 .
- Hedging/pledging: Company prohibits hedging and pledging of Goodyear securities by directors, officers, and employees .
Insider Trades
| Date | Transaction | Shares | Price | Ownership Form | Notes |
|---|---|---|---|---|---|
| Aug 12, 2024 | Purchase | 26,000 | $7.90 | Indirect (Trust) | Executed in multiple trades ($7.875–$7.93 weighted average); attorney-in-fact signed for Koellner |
Governance Assessment
- Board effectiveness: Separation of Chairman and CEO roles since Jan 2024, with Koellner as independent Chairman; strong independent oversight (83% independent directors; independent leadership of core committees) and regular executive sessions led by the Chairman bolster investor confidence .
- Committee influence: As Governance Chair and Compensation Committee member, Koellner shapes board composition and pay governance; the Board engaged with shareholders representing 67% of outstanding shares in 2024, with the Compensation Chair participating in many meetings, and implemented feedback (e.g., streamlined incentive metrics, adjusted weightings) .
- Pay alignment signals: 2024 say‑on‑pay approved by 94.9% of shareholders, reflecting support for compensation design; the program includes financial rigor and TSR modifiers for executives, while director pay remains primarily cash plus time‑based equity—consistent with governance best practices .
- Ownership alignment: Koellner’s insider open‑market purchase in Aug 2024 and compliance with director stockholding guidelines demonstrate alignment; corporate policies prohibit hedging and pledging to preserve long‑term orientation .
- Conflicts control: Annual D&O questionnaires, a formal conflicts policy, and immaterial related‑party transactions disclosed reduce conflict risk; independence determinations consider commercial ties and materiality thresholds .
Red Flags to monitor
- Multiple external boards: Within Goodyear’s overboarding policy (≤4 public boards; Koellner currently at GT, Nucor, Papa John’s; Celestica ended Jan 2025), but continued monitoring is prudent as responsibilities evolve .
- Executive Committee: Centralizes authority among committee chairs, CEO, Chairman; no meetings in 2024, but activity levels should be tracked if circumstances change .
Overall, Koellner’s independent chairmanship, committee leadership, ownership alignment, and shareholder‑responsive governance posture support board effectiveness with low observed conflict risk.