Norma B. Clayton
GOODYEAR TIRE & RUBBER CO /OH/About Norma B. Clayton
Independent, non-management director of The Goodyear Tire & Rubber Company (GT) since November 28, 2022; age 66. She serves on the Human Capital & Compensation Committee (member), chairs the Corporate Responsibility & Compliance Committee, and is a member of the Executive Committee . Background: Vice President for Learning, Training & Development at Boeing (July 2007–March 2016), following leadership roles across engineering, manufacturing operations, quality, product safety, supply chain and HR at Boeing since 1995; prior roles at Lockheed Martin (plant operations and sourcing), General Electric (manufacturing/engineering), and began career at General Motors . During 2024, the Board held 9 meetings; each incumbent director attended at least 75% of Board and applicable committee meetings, and all directors attended the last annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Vice President, Learning, Training & Development | Jul 2007–Mar 2016 | Led enterprise talent development; deep HR and operations alignment |
| The Boeing Company | Multiple leadership roles in engineering, plant ops, manufacturing excellence, quality & product safety, sourcing/supply chain/procurement, HR | 1995–2016 | Built end-to-end operations and technology rigor |
| Lockheed Martin | Plant operations and sourcing leader | Not disclosed | Aerospace manufacturing and supply chain exposure |
| General Electric | Manufacturing and engineering manager | Not disclosed | Industrial manufacturing systems experience |
| General Motors | Early career | Not disclosed | Automotive manufacturing foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nucor Corporation | Director | 2021–present | Public company board; metals manufacturing |
| Tuskegee University | Chair, Board of Trustees | Current | Non-profit academic governance |
Board Governance
| Committee | Role | Independent Status | Meetings (2024) |
|---|---|---|---|
| Human Capital & Compensation | Member | Board determined all members are independent under Nasdaq standards | 5 |
| Corporate Responsibility & Compliance | Chair | Committee oversees ESG, climate, sustainability, product quality, legal/ethical compliance | 4 |
| Executive | Member | Comprised of committee chairs, CEO, and Chairman; Chair is the independent Chairman of the Board | 0 |
- Board leadership: Independent Chairman (Laurette T. Koellner) since Jan 29, 2024; regular executive sessions of independent directors; majority independent Board (83% of nominees) .
- Risk oversight: Committee-based coverage across financial reporting/cyber (Audit), compensation/human capital (Compensation), ESG/quality/compliance (Corporate Responsibility & Compliance), finance/liquidity/pensions (Finance), governance/Board effectiveness (Governance) .
- Overboarding policy: Max four public boards (including GT) for directors; all directors in compliance .
- Director stockholding guidelines: 5× annual cash retainer; directors complied in 2024 .
- Shareholder engagement: Met with holders representing 67% of outstanding shares; Compensation Committee Chair joined many meetings .
Fixed Compensation
2024 non-management director compensation (reported):
| Component | Amount (USD) | Source |
|---|---|---|
| Annual Cash Fees Earned | $140,920 | 2024 fees earned (includes retainer, chair/meeting fees) |
| Annual Equity (RSUs, grant-date FV) | $160,000 | Outside Directors’ Equity Participation Plan |
| All Other Compensation | $0 | — |
| Total | $300,920 | — |
- Program structure (2024): Annual cash retainer $130,000; Committee chair fees (Comp $25k; Corporate Responsibility & Compliance $15k; Finance $15k; Governance $15k); non-executive Chairman $200k; lead director $55k; RSU grant $160,000; meeting fees for >24 meetings ($1,700 in-person; $1,000 virtual) .
- Program changes (effective at 2025 annual meeting): Cash retainer increased to $140,000; annual RSU grant increased to $180,000 .
Performance Compensation
As a director and Compensation Committee member, Ms. Clayton oversees executive pay-for-performance designs.
Annual Incentive Program (2024)
| Metric | Weight | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Free Cash Flow (FCF) ($mm) | 40% | $100 | $46 (as adjusted) | 78% metric achievement; weighted 31.2% |
| Segment Operating Income (SOI) Margin (%) | 40% | 7.50% | 6.37% (as adjusted) | 78% metric achievement; weighted 31.2% |
| Strategic Objectives (New Mobility; GHG reduction; PEC maturity) | 20% | Multiple goals | Aggregate payout 10% of max (0% TaaS; 5% GHG; 5% PEC) | 10% weighted payout |
- Overall annual incentive payout for corporate was 72% of target, reflecting below-target FCF and SOI margin .
Long-Term Incentive Program (2024–2026 framework; 2024 performance period reported)
| Metric | Weight | 2024 Target | 2024 Actual | Notes |
|---|---|---|---|---|
| Net Income ($mm) | 40% | $395 | $302 (as adjusted) | 96% achievement for period |
| CFROC (%) | 40% | 0.9% | 0.24% | 65% achievement for period |
| 3-Year Average Margin Growth (pts) | 20% | 6.08 pts | Measured over 2024–2026 cycle | Target adjusts for industry cycles |
| Relative TSR Modifier | 0.8x–1.2x (capped at 1.0x if absolute TSR negative) | — | 2022–2024 cycle at 0.80x | Comparison group of 20 cyclicals |
- Earnings for the 2024 performance period under outstanding LTI awards approved at 81% of target (subject to TSR and remaining metrics) .
- Shareholder feedback led to simplifying annual metrics and increasing equity proportion in LTI; added 3-year margin growth metric (20%) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Note |
|---|---|---|---|
| Nucor Corporation | Director (2021–present) | GT Chairman Laurette T. Koellner also serves as Nucor director (2015–present) | Board interlock exists; no related-party transactions disclosed as material |
Expertise & Qualifications
- Global leadership in manufacturing, operations, technology/innovation, supply chain and human capital; aligns with GT’s industrial manufacturing and automotive supply chain skill needs .
- Brings ESG and product quality oversight experience as Corporate Responsibility & Compliance Chair; committee monitors climate strategy, sustainability, health & safety, and compliance programs .
- Independent director on key pay and ESG committees; Compensation Committee members are independent under Nasdaq standards .
Equity Ownership
| Ownership Detail | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (Deferred Share Equivalents + RSUs) | Feb 18, 2025 | 54,499 units; <1% of class | No direct shares, no options; units payable per plan after Board service |
| Restricted Stock Units held | Dec 31, 2024 | 32,439 | Annual director RSUs under Directors’ Equity Plan |
| Deferred Share Equivalent Units held | Dec 31, 2024 | 17,917 | Cash retainer/fees optionally deferred to share equivalents |
| Director ownership guideline | Policy | 5× annual cash retainer; directors complied in 2024 | RSUs/share equivalents count toward compliance; hedging/pledging prohibited |
Governance Assessment
- Strengths: Independent director; chairs ESG committee with clear remit across climate, sustainability, product quality and compliance; serves on independent Compensation Committee; majority independent board, independent Chairman, regular executive sessions; clawback policy exceeds Nasdaq minimum (covers misconduct causing significant harm); hedging/pledging prohibited; director award cap ($750k) and no option repricing without shareholder approval .
- Shareholder alignment: High 2024 say-on-pay support (94.9%); Board/Compensation Committee responsiveness—simplified annual metrics, added margin growth metric, increased equity in LTI; extensive shareholder engagement (67% of outstanding shares met) .
- Attendance and workload: Board met 9 times; all directors ≥75% attendance; overboarding policy in force and compliant; director stock ownership guidelines met .
- Potential watch items: Board interlock with Nucor via Ms. Clayton and Ms. Koellner—no material related-party transactions disclosed; monitor for any future commercial relationships that could pose conflicts; no specific independence exceptions identified for Ms. Clayton (CSX relationship note pertains to Mr. Hinrichs and was deemed de minimis) .
Overall, Ms. Clayton’s manufacturing, operations and human capital expertise, combined with her leadership of ESG oversight and participation on the Compensation Committee, supports Board effectiveness and investor confidence; policies on independence, clawbacks, hedging/pledging, and director award limits reduce governance risk .