Mark W. Stewart
GOODYEAR TIRE & RUBBER CO /OH/About Mark W. Stewart
Mark W. Stewart, 57, is Goodyear’s CEO and President and a director since January 29, 2024. He previously served as COO, North America at Stellantis (2018–2024), held operations leadership at Amazon, and spent over two decades at ZF TRW in global manufacturing and automotive roles, bringing deep execution expertise across operations, fulfillment, and technology . Under Goodyear Forward, 2024 segment operating income rose 36% to $1,318 million and SOI margin expanded 220 bps to 7.0% versus 2023, with the program’s run-rate target raised to $1.5 billion by year-end 2025 . Long-term incentives embed Net Income, CFROC and 3-year margin growth, plus a relative TSR modifier; for the 2022–2024 cycle, TSR ranked at the 17th percentile, reducing payouts via a 0.8x modifier .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Stellantis N.V. | COO, North America; Member, Group Executive Council | Dec 2018–Jan 2024 | Led a major global automaker’s NA operations; deep ops and supply chain execution |
| Amazon | VP, Customer Fulfillment (NA) | Prior to Stellantis | Ran ~200 facilities, driving automation/AI/robotics; scaled fulfillment capabilities |
| ZF TRW Automotive / TRW | EVP/COO and prior plant/quality/production roles; various business unit leadership across regions | ~20+ years | Built global manufacturing excellence; led steering and Asia Pacific businesses |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None | — | No other public board seats disclosed |
Fixed Compensation
| Component | 2024 value | Notes |
|---|---|---|
| Base salary | $1,400,000 | Effective Jan 29, 2024 |
| Target annual incentive % | 160% of base | Target $2,240,000 (prorated target used in AIP table below) |
| Target annual incentive ($) | $2,068,640 | Prorated target used for 2024 AIP payout calculation |
| Actual annual incentive paid | $1,489,421 (72% of target) | Company-wide AIP payout; metric-level detail below |
| Long-term incentive target grant (annual program) | $9,000,000 | Mix: RSUs 30%, PSUs 30%, cash EPUs 40% |
Performance Compensation
Incentive design and weights
| Program | Metric | Weight | 2024 target | 2024 actual/result |
|---|---|---|---|---|
| Annual Incentive Plan | Free Cash Flow (FCF) | 40% | $100mm | $46mm; 78% achievement |
| Annual Incentive Plan | Segment Operating Income (SOI) Margin | 40% | 7.50% | 6.37%; 78% achievement |
| Annual Incentive Plan | Strategic Objectives (TaaS vehicles, GHG, PEC maturity) | 20% | Various | Aggregate 10% payout; GHG (-14% vs 2019) and PEC met, TaaS not met |
| 2024–2026 LTI | Net Income | 40% | $395mm | $302mm (adjusted) |
| 2024–2026 LTI | CFROC | 40% | 0.9% | 0.24% |
| 2024–2026 LTI | 3-year margin growth | 20% | 6.08 pts | Determined at 2026 end |
Annual incentive payout (CEO)
| Metric | Threshold | Target | Max | Actual | % achieved | Weighted payout |
|---|---|---|---|---|---|---|
| SOI Margin | 5.75% | 7.50% | 10.00% | 6.37% | 78% | 31.2% |
| FCF ($mm) | 0 | 100 | 250 | 46 | 78% | 31.2% |
| Strategic Objectives | — | — | — | Partial | — | 10.0% |
| Total (AIP) | — | — | — | — | — | 72% → $1,489,421 |
2024 LTI earnings (one-year performance period portions)
| Award | Aggregate target award | Cash portion | Share portion (#) |
|---|---|---|---|
| 2024–2026 LTI (CEO) | $1,684,886 | $777,600 | 49,382 |
| Replacement PSU 2024 (one-year) | $4,498,725 | — | 331,269 |
| Replacement PSU 2024–2025 (year 1) | $2,441,167 | — | 170,607 |
| Notes | 2024 LTI earnings at 81% for NI/CFROC; subject to TSR modifier and continued service |
TSR modifier impact (context)
- 2022–2024 LTIs net TSR modifier = 0.80x (17th percentile vs comparison group); ESG index added +25 pts to payouts for legacy cycle .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 18, 2025)
| Holder | Direct shares | Savings Plan | Exercisable options | RSUs/Deferred equivalents | % of class |
|---|---|---|---|---|---|
| Mark W. Stewart | 198,732 | — | — | 364,944 | <1% |
- Stock ownership guidelines: CEO required to hold equity equal to 6x base salary; officers must retain 25% of net shares for at least one year after vesting once in compliance; unvested performance shares/options do not count for compliance .
- Hedging/pledging: Prohibited for directors, officers, and employees; no margin pledging allowed .
- Insider Section 16 compliance: Company reports timely filings in 2024 except one late Form 4 for a different executive (not Stewart) .
Outstanding and vesting schedule (CEO, as of Dec 31, 2024)
| Instrument | Vest date | Shares | Notes |
|---|---|---|---|
| Earned PSU (Replacement 2024) | May 15, 2025 | 265,015 | Subject to one-year TSR modifier applied; payout disclosed |
| Earned PSU (Replacement 2024–2025, yr1) | May 15, 2026 | 170,607 | Subject to two-year TSR modifier |
| PSU (2024–2026, yr1 earned) | Dec 31, 2026 | 49,382 | Subject to three-year TSR modifier; employment condition |
| RSU (annual program) | Mar 1, 2025 | 76,207 | Time-based vesting |
| RSU (replacement) | May 15, 2025 | 136,325 | Time-based vesting |
| RSU (annual program) | Mar 1, 2026 | 76,206 | Time-based vesting |
| RSU (annual program) | Mar 1, 2027 | 76,206 | Time-based vesting |
| Total unvested stock awards (incl. RSUs) | — | 849,948 | Market value $7,649,532 at $9.00/share |
| Unearned PSUs (not yet vested) | — | 378,279 | Market/payout value $3,404,511 at $9.00/share |
- 2024 vesting realized: 291,156 shares vested immediately as part of replacement award; value realized $4,279,993 .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | CEO and President effective Jan 29, 2024; director since same date |
| Severance multiple | 2.0x base salary + target annual incentive (CEO plan participation) |
| Change-in-control | Double-trigger; equity plan triggers substantially similar to plan; no excise tax gross-ups; no “walk-away” right |
| Restrictive covenants | Eligibility contingent on execution of release and agreement to confidentiality, non-disparagement, non-solicit, and non-compete covenants |
| Clawback policy | Adopted Oct 2023; mandatory recovery for restatements over prior 3 years; discretionary recovery for significant misconduct causing financial/reputational harm; methods include reimbursement or cancellation/offset |
| Stockholding & trading | CEO 6x salary ownership requirement; retain 25% of net vested shares; hedging/shorts/options and pledging/margin prohibited |
| Perquisites | Personal security ($559,912), relocation $75,487 with $24,184 tax gross-up, aircraft personal use included in “All Other Compensation”; total “All Other Compensation” $1,061,125 |
| Deferred/excess benefit plans | Eligible for defined contribution Excess Benefit Plan with performance-based contributions tied to AIP results (0–28%) |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since Jan 29, 2024; member of Executive Committee |
| Independence | Not independent (as CEO); 83% of nominees independent; all Audit, Compensation, Governance members independent |
| Chairman structure | Independent Chair (Laurette T. Koellner); roles separated since Jan 29, 2024 |
| Committee roles | Stewart serves on Executive Committee; not on Audit/Comp/Gov |
| Attendance | Board held 9 meetings in 2024; each incumbent attended at least 75% of Board/committee meetings |
| Director compensation (CEO) | No additional compensation for service as a director (applies to Stewart and Kramer) |
| Outside director pay (program) | 2024 retainer $130,000; RSU grant $160,000; chair stipends; increased to $140,000 cash and $180,000 equity beginning with 2025 annual meeting |
| Director ownership guideline | 5x annual cash retainer; directors complied in 2024 |
Compensation Structure Analysis
- Pay-for-performance alignment: Nearly 90% of CEO target compensation is at-risk and ~70% performance-based; 2024 AIP simplified to FCF/SOI margin with strategic objectives reduced to 20% .
- Equity mix shift: Increased stock-settled PSUs to 30% and reduced cash EPUs to 40% vs prior mix, responding to shareholder preference for more equity-based LTI .
- Make-whole awards: Replacement awards totaling $11.415 million in PSUs/RSUs and $8.56 million paid 50% cash/50% stock to offset forfeited compensation at prior employer; robust disclosure added per investor feedback .
- TSR rigor: Relative TSR modifier 0.8–1.2x with cap at 1.0x if absolute TSR is negative; 2022–2024 realized a 0.80x, providing downside for underperformance .
Ownership & Liquidity Pressure Indicators
- Upcoming vesting events: Significant PSUs vesting May 15, 2025 (265,015 shares) and May 15, 2026 (170,607 shares), plus multiple RSU tranches in 2025–2027; potential selling pressure around vest dates, moderated by retention requirements (retain 25% of net shares for one year) and ownership guidelines .
- Pledging/hedging: Explicitly prohibited; reduces alignment risk from collateralization or hedges .
- Section 16 signals: No company-reported delinquency for Stewart in 2024; monitor future Forms 4 for net share settlements and 10b5-1 usage (not disclosed here) .
Performance & Track Record
- 2024 operating execution: SOI +36% YoY to $1,318mm; margin +220 bps to 7.0%; raised Goodyear Forward run-rate benefits target to $1.5bn by year-end 2025 .
- Portfolio optimization: Completed OTR business sale (Feb 3, 2025), Dunlop brand sale (May 7, 2025), and Chemical business sale (Oct 31, 2025) with total gross proceeds ≈$2.2bn aimed at deleveraging .
- 2025 YTD updates: Segment operating income benefits of $195mm in Q2 and $185mm in Q3 from Goodyear Forward; adjusted net income pressured by raw materials/volume and non-recurring items; continued deleveraging narrative .
Compensation Peer Group & Say-on-Pay
- Peer group (executive comp benchmarking): 17 industrials and autos including BorgWarner, Eaton, PACCAR, PPG, Parker-Hannifin, Lear, etc.; targeting median market levels with increased variable pay weight for higher responsibility roles .
- Say-on-Pay: 94.9% approval at 2024 annual meeting; program changes aligned to shareholder feedback (simplified metrics, more equity) .
Equity Grants Detail (2024)
| Grant | Type | Target/Grant detail | Metrics / vesting |
|---|---|---|---|
| Annual LTI (2024–2026) | RSUs $2.7m; PSUs $2.7m; EPUs $3.6m | Standard annual program | PSUs: 40% NI, 40% CFROC, 20% 3-yr margin growth; TSR modifier 0.8–1.2x, overall cap 200% |
| Replacement awards (make-whole) | PSUs $9.805m; RSUs $1.610m | 2024 PSU $4.83m (1-yr TSR); 2024–2025 PSU $4.975m (2-yr TSR); RSU time-based | Designed to mirror forfeited prior-employer awards; vest on parallel schedules |
| RSU grants (2024 count/value) | 364,944 RSUs; $4,309,989 aggregate | Includes replacement RSUs and annual RSUs | Three-year ratable vesting; dividend equivalents accrue subject to same vesting |
Director Service Considerations (Dual Roles)
- Dual role: CEO and director; not independent under Board standards; independent Chair and fully independent key committees mitigate independence concerns; Stewart participates on the Executive Committee alongside independent chairs .
- Director cash/equity program: Not applicable to Stewart; no additional director compensation .
- Board attendance: Overall attendance discipline noted; executive sessions held at each Board meeting under independent Chair .
Investment Implications
- Alignment and incentives: High at-risk and performance-based pay with NI/CFROC/margin growth focus and TSR overlay aligns CEO incentives to deleveraging, margin expansion, and cash efficiency; recent TSR underperformance penalty demonstrates plan rigor .
- Near-term trading signals: Large PSU/RSU vestings in 2025–2027 could create episodic selling pressure, partially offset by retention and ownership rules; monitor Forms 4 around May/Mar vest dates .
- Retention risk: Make-whole awards and competitive severance (approx. 2× of $1.4m + $2.24m ≈ $7.28m pre-tax, subject to plan terms) reduce near-term departure risk; change-in-control double-trigger and robust clawback add governance guardrails .
- Execution track record: Strong 2024 margin gains and ongoing Goodyear Forward delivery, plus portfolio sales for deleveraging, support confidence in operational execution under Stewart; however, raw materials and volume headwinds impacted 2025 segment results, keeping earnings trajectory sensitive to macro/tariffs/imports .
References: All facts and figures are sourced from Goodyear’s 2025 DEF 14A and related SEC filings and press releases and earnings/transaction releases .