Michael R. Wessel
GOODYEAR TIRE & RUBBER CO /OH/About Michael R. Wessel
Independent director since December 6, 2005; age 65. President of The Wessel Group Incorporated (government and political affairs consulting) since May 2006; attorney with 30+ years as an economic and international trade policy advisor in Washington, D.C., including service as Commissioner on the U.S.-China Economic and Security Review Commission (Apr 2001–Dec 2024) and advisor to Congressman Richard Gephardt, the Clinton/Gore Transition Office, and Senator John Kerry’s 2004 presidential campaign . He was identified and recommended for Goodyear’s board by the United Steelworkers (USW) under a prior master labor agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wessel Group Incorporated | President | May 2006–present | Public policy advisory; trade and regulatory expertise applied to board oversight |
| Downey McGrath Group | Senior VP; Executive VP | Mar 1999–Dec 2005; Jan–Apr 2006 | Government affairs leadership; stakeholder engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S.-China Economic and Security Review Commission | Commissioner | Apr 2001–Dec 2024 | Trade/security policy; international economic analysis |
| U.S. House (Rep. Richard Gephardt), Clinton/Gore Transition, Kerry 2004 Campaign | Advisor (economic/trade policy) | Various (1987–93; 2004) | Public policy perspective; legislative/regulatory insights |
Board Governance
- Committee assignments: Member, Committee on Corporate Responsibility & Compliance (CR&C) .
- Independence: Not considered independent due to relationship with the USW; expected to recuse from discussions related to Goodyear’s relationship with the USW .
- Attendance: The Board held 9 meetings in 2024; CR&C met 4 times. Each incumbent director attended at least 75% of Board and applicable Committee meetings; directors are expected to attend annual meetings and all then-serving directors attended the last annual meeting .
- Board quality practices: Independent Chairman; 100% independent Audit, Compensation, and Governance Committees; regular executive sessions at each Board meeting led by the Chairman .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 130,000 | Standard outside director retainer |
| Annual equity retainer (RSUs) | 160,000 | Granted under Outside Directors’ Equity Participation Plan |
| Committee chair fees | — | Not applicable (not a chair) |
| Other compensation (tires program, etc.) | 0 | No “All Other” reported for Wessel |
| Total (2024) | 290,000 | Sum of cash + equity |
- Policy change effective at 2025 annual meeting: cash retainer increased to $140,000; equity retainer increased to $180,000; committee chair fees remain: Audit $25k; Compensation $25k; Corporate Responsibility $15k; Finance $15k; Governance $15k; Non-executive Chairman $200k; Lead Director $55k .
Performance Compensation
Directors do not receive performance-based incentives; equity is time-based RSUs paid in shares upon leaving the Board, with dividend equivalents accrued and paid at vesting; directors may elect to defer cash retainers into share equivalent units .
| Feature | Structure | Vesting/Settlement | Notes |
|---|---|---|---|
| RSUs | $160,000 grant value (2024) | Paid in shares after board service ends | Dividend equivalents accrue; aligns interests with shareholders |
| Cash deferral (optional) | 25–100% of cash retainer | Converted to share equivalent units | Paid in shares after service ends |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None since Jan 1, 2020 |
| Interlocks/potential conflicts | Identified and recommended by USW; not independent; recusal from USW-related matters |
| Related-party transactions | Company disclosed ordinary-course transactions with corporations where some directors serve, but not material; policies require disclosure and Board-approved waivers; no Wessel-specific transactions disclosed |
Expertise & Qualifications
- Legal/regulatory and public policy expertise; more than 30 years advising on trade and international economic affairs .
- Board skill matrix includes Legal/Regulatory, International, and Business Model Transformation among relevant skills for the Board’s composition .
- Brings government, trade, and regulatory insight to oversight of ESG, sustainability, and compliance via CR&C .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common stock owned directly | 0 | As of Feb 18, 2025 |
| Savings Plan shares | 0 | As of Feb 18, 2025 |
| Exercisable options | 0 | As of Feb 18, 2025 |
| RSUs + Deferred Units | 173,896 | RSUs 159,677; Deferred share equivalents 14,219 (12/31/2024); beneficial ownership shows 173,896 total |
| Ownership % of shares outstanding | <1% | As of Feb 18, 2025 |
| Stock ownership guidelines | 5x annual cash retainer; all directors complied in 2024 | |
| Hedging/pledging | Prohibited under insider trading policy for directors |
Governance Assessment
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Strengths:
- Deep public policy and legal/regulatory expertise enhances board oversight of ESG, compliance, and stakeholder engagement via CR&C .
- Significant equity alignment through accumulated RSUs and deferred units; compliance with director ownership guidelines; hedging/pledging prohibited .
- Board structure features independent Chairman, fully independent Audit/Compensation/Governance committees, and executive sessions each meeting—supports robust oversight .
- Attendance standards met by all directors; Wessel covered by disclosure that each incumbent attended ≥75% .
-
Risks / RED FLAGS:
- Not independent due to USW relationship; explicit recusal from USW-related matters—important for investors monitoring labor negotiations and union-related decisions .
- As CR&C addresses climate, sustainability, product quality and compliance, investors should watch for potential tensions between public policy positions and product regulatory developments (e.g., Euro 7 tire abrasion rules), though oversight is committee-wide and science-driven .
-
Compensation structure:
- Standard market director pay mix (cash + time-based RSUs); no performance-based director incentives; 2025 increases align with peer benchmarking managed by independent consultant and Board review .
-
Shareholder engagement and responsiveness:
- Company engaged with holders representing 67% of outstanding shares in 2024; Chair of Compensation Committee participated; context for governance and compensation alignment .
Overall, Wessel’s government and trade policy background is additive for regulatory and ESG oversight, but his non-independence status due to USW nomination is a persistent governance consideration; the Board mitigates with recusal protocols and strong overall independence across key committees .