Max H. Mitchell
GOODYEAR TIRE & RUBBER CO /OH/About Max H. Mitchell
Independent director since July 25, 2023 (age 61). Chairman, President and CEO of Crane Company; previously President and COO at Crane, senior operating roles at Danaher and Pentair, and early career in finance/operations at Ford. Designated Audit Committee financial expert; Board has determined committee members are independent and 83% of nominees are independent overall .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crane Company | Chairman, President & CEO | CEO since 2014; Chairman since Apr 2024 | Strategy, portfolio optimization; performance-based culture; audit financial expertise |
| Crane Company | President & COO; EVP & COO; President, Process Flow Technologies | 2004–2014 | Global operations leadership; M&A execution |
| Danaher Corporation | Senior operating roles | Prior to 2004 | Operational excellence, manufacturing processes |
| Pentair | Senior operating roles | Prior to 2004 | Industrial manufacturing experience |
| Ford Motor Company | Finance and operations | Early career | Automotive and supply chain grounding |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Crane Company (NYSE: CR) | Chairman, President & CEO | 2014–present; Chairman since Apr 2024 | Public company CEO; counts toward overboarding policy |
| Crane NXT, Co. | Director | 2023–2024 | Prior directorship |
| Lennox International | Director | 2016–2022 | Prior directorship |
Board Governance
| Item | Detail |
|---|---|
| Committees | Audit (member); Finance (member) |
| Committee leadership | Not a chair; Audit chaired by McGlade; Finance chaired by Lewis |
| Audit financial expert | Yes (Mitchell designated) |
| Meetings in 2024 | Board: 9; Audit: 6; Finance: 4 |
| Attendance | Each incumbent director attended ≥75% of Board and applicable committee meetings in 2024 |
| Independence | Board determined Audit, Compensation, Governance committees are 100% independent; 83% of nominees independent |
| Overboarding policy | Public company executive officers may serve on ≤2 public company boards including GT; Mitchell (Crane CEO + GT director) complies |
| Election support (2025) | For: 205,031,154; Against: 3,422,950; Abstain: 467,610 (strong support) |
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash retainer | $130,000 | Cash; increased to $140,000 effective at 2025 annual meeting |
| Annual equity retainer (RSUs) | $160,000 grant-date fair value | RSUs under Outside Directors’ Equity Participation Plan; increased to $180,000 effective 2025 |
| Committee chair fees | N/A for Mitchell; Audit/HCC: $25,000; Governance/Finance/CR&C: $15,000 (if chair) | |
| Additional meeting fees | $1,700 per meeting >24 annually ($1,000 if virtual/phone) | |
| 2024 actual compensation (Mitchell) | Fees: $130,000; Stock awards: $160,000; All other comp: $0; Total: $290,000 |
Performance Compensation
Directors do not have performance-linked incentives; equity is delivered via time/departure-based RSUs.
| Metric/Feature | Terms |
|---|---|
| RSU grant timing | As of annual meeting or effective date of election |
| Settlement | Paid in Common Stock on the 5th business day of the quarter following the quarter of separation from Board service |
| Deferral | Directors may elect to defer into Retainer Deferral Account; credited as share equivalents/RSUs |
| Award/fee cap | Combined director cash retainers + equity grant fair value capped at $750,000 per calendar year |
| Anti-repricing | Repricing of options/SARs prohibited without shareholder approval |
Other Directorships & Interlocks
| Relationship | Disclosure |
|---|---|
| Transactions with companies where directors are executives/directors | Ordinary-course transactions at competitive terms; not material to GT or the other companies during 2024 |
| Potential interlocks | Mitchell is Crane CEO; disclosure does not indicate material related-party exposure with Crane |
Expertise & Qualifications
- Public company CEO, M&A, capital markets, industrial manufacturing, global operations; performance-based culture leadership .
- Audit Committee financial expert designation underscores finance/accounting oversight capability .
- Automotive/supply chain exposure via Ford and industrial roles, relevant to GT’s sector dynamics .
Equity Ownership
| Holder | Direct Common | Savings Plan | Exercisable Options | Deferred & RSU Equivalents | % of Class |
|---|---|---|---|---|---|
| Max H. Mitchell | 67,000 | 0 | 0 | 23,221 | <1% |
Insider trades and equity accruals:
- Aug 9, 2024: Purchased 25,000 GT shares at $7.76 ($194,000) .
- Oct 1, 2025: Credited 4,642 RSUs to Retainer Deferral Account (valued at $7.54 per RSU); Form 4 filed Oct 3, 2025 .
Policy alignment:
- Prohibitions on hedging and pledging; insider trading policy restricts short sales and derivatives; margin/pledging prohibited .
- Director RSUs/deferrals align compensation with long-term shareholder value via equity-based retainer .
Governance Assessment
- Strengths: Independent director with deep industrial/financial expertise; Audit Committee financial expert; active committee service (Audit, Finance); strong shareholder support in 2025 election; compliant with overboarding policy; no material related-party transactions disclosed .
- Alignment signals: Direct open-market purchase in 2024; meaningful direct/RSU-equivalent holdings; equity-only director plan with deferral supports long-term alignment; hedging/pledging prohibited .
- Potential conflicts: Concurrent role as Crane CEO could create industry-adjacent exposure, but GT discloses ordinary-course transactions were de minimis and not material; Board independence affirmed for committees .
- RED FLAGS: None identified—no late filings for Mitchell noted; director compensation within program caps; no perquisites taken in 2024; say-on-pay support 94.9% in 2024 indicates broader governance approval context .