Roger J. Wood
GOODYEAR TIRE & RUBBER CO /OH/About Roger J. Wood
Independent director at The Goodyear Tire & Rubber Company since July 25, 2023; age 62. Serves on the Audit Committee (designated an “audit committee financial expert”) and the Governance Committee; background includes co-CEO of Tenneco (2018–2020), Chairman/CEO of Fallbrook Technologies (joined Jan 2018), CEO of Dana Holding, and a 26-year career at BorgWarner culminating as EVP and Group President, Engine Group . Other public company directorships: Brunswick Corp (2012–present), PHINIA Inc. (2023–present), and prior Tenneco, Inc. (2016–2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenneco, Inc. | Co-Chief Executive Officer | 2018–2020 | CEO experience supports financial expert designation |
| Fallbrook Technologies | Chairman & CEO | Joined Jan 2018 | Leadership in transmission technologies |
| Dana Holding Corporation | President & CEO | Not disclosed (prior role) | Global automotive supplier leadership |
| BorgWarner Incorporated | EVP & Group President, Engine Group; prior roles across 26 years | 26-year career (dates not disclosed) | Deep global operations/manufacturing expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Brunswick Corporation | Director | 2012–present | Counts toward overboarding limit; in compliance |
| PHINIA Inc. | Director | 2023–present | Counts toward overboarding limit; in compliance |
| Tenneco, Inc. | Director (prior) | 2016–2020 | Prior board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; all Audit and Governance Committee members are independent . |
| Committees (2024) | Audit Committee – Member; 6 meetings in 2024 . Governance Committee – Member; 4 meetings in 2024 . |
| Financial Expert | Designated “audit committee financial expert” on Audit Committee . |
| Board Attendance | Board held 9 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings . |
| Annual Meeting | All directors then serving attended the last annual meeting; directors are expected to attend annual meetings . |
| Executive Sessions | Independent directors hold executive sessions at each Board meeting, led by the independent Chairman . |
| Overboarding Policy | Max 4 public boards (or 2 for public-company executive officers); all directors in compliance . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer (annual) | $130,000 | Standard outside director cash retainer . |
| Equity retainer (RSUs, grant-date fair value) | $160,000 | Annual grant of RSUs under Directors’ Equity Plan . |
| All other compensation (perquisites) | $1,361 | Primarily up to two sets of tires/year benefit . |
| Total 2024 | $291,361 | Sum of cash, stock awards, and other . |
| 2025 Program Update (effective at 2025 AGM) | Cash retainer: $140,000; Equity retainer: $180,000 | Increase from 2024 levels . |
Performance Compensation
| Program/Metric | Weighting | Applies to Directors? | Notes |
|---|---|---|---|
| Performance-based metrics (e.g., revenue, EBITDA, TSR) | N/A | No | Director compensation is cash + time-based RSUs via Directors’ Equity Plan; no disclosed performance metrics for directors . |
| RSU Vesting/Settlement | N/A | Yes | Director RSUs are paid in shares on the 5th business day of the quarter after leaving the Board; directors may also defer cash retainer into share equivalent units; dividend equivalents accrue . |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Brunswick Corp (2012–present); PHINIA Inc. (2023–present) . |
| Potential interlocks/conflicts | Company notes ordinary-course transactions with companies where certain directors serve as directors/officers; not material to Goodyear or such companies in 2024 . |
Expertise & Qualifications
- Manufacturing/automotive operations leader with >30 years of global experience; prior CEO of multiple public industrials; provides skills in manufacturing operations, business management, global operations, strategic planning .
- Qualifies as an Audit Committee financial expert, supporting oversight of financial reporting and controls .
Equity Ownership
| Ownership Component (as of date noted) | Amount |
|---|---|
| Common shares owned directly (Feb 18, 2025) | 0 |
| Savings Plan shares (Feb 18, 2025) | 0 |
| Exercisable options (by Apr 19, 2025) | 0 |
| Deferred share equivalent units + RSUs | 19,507 (also shown as RSUs at 12/31/2024) |
| Percent of class | <1% |
| Director stock ownership guideline | 5x annual cash retainer; all directors complied during 2024 . |
| Hedging/Pledging | Company prohibits hedging and pledging by directors . |
Governance Assessment
- Strengths: Independent director with deep auto/manufacturing CEO background; designated audit committee financial expert; active roles on Audit and Governance (core oversight committees) . Solid attendance/engagement norms at the Board (≥75% for all incumbents in 2024; all directors attended last annual meeting) . Alignment via equity retainer and director stock ownership guideline of 5x cash retainer, with 2024 compliance noted .
- Potential watch items: Serves on multiple public boards (Brunswick, PHINIA) but within Goodyear’s overboarding policy; the company discloses ordinary-course transactions with companies where directors serve, not material—continue to monitor for any escalations to related-party materiality .
- Compensation mix: Balanced cash + equity; perquisites minimal and standardized (tire benefit) .
- Board process: Independent committee structures; independent Chairman leads executive sessions; Wood’s committee assignments align with his financial/operational expertise .
- Strategy linkage: In 2023, Wood served on the Strategic and Operational Review Committee that oversaw development of the Goodyear Forward transformation plan—a positive signal of strategic engagement (committee met 6 times in 2023) .