Werner Geissler
GOODYEAR TIRE & RUBBER CO /OH/About Werner Geissler
Werner Geissler (age 71) is an independent non-management director of The Goodyear Tire & Rubber Company, serving since February 21, 2011. He is a retired senior executive of Procter & Gamble, formerly Vice Chairman, Global Operations (2007–2014), and previously Group President for Central & Eastern Europe, Middle East and Africa (2004–2007); he is also described as an Operating Partner of Advent International. His background emphasizes global operations, consumer marketing, international business, and profit-and-loss leadership, aligning with oversight needs in finance and operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Procter & Gamble Company | Vice Chairman, Global Operations | Aug 2007 – Dec 31, 2014 | Senior executive overseeing worldwide operations; deep international and P&L responsibility |
| The Procter & Gamble Company | Group President, CEE, Middle East & Africa | Jul 2004 – Jul 2007 | Regional leadership across diverse geographies; consumer marketing and operations expertise |
| The Procter & Gamble Company | Various brand/general management roles | 1979 onward | Progressive leadership roles across Europe, Middle East, Central Asia, Japan, Africa, U.S. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Philip Morris International Inc. | Director | 2015 – present | Current public company directorship disclosed |
| Advent International | Operating Partner | Not specified | Mentioned in current/prior occupation description |
Board Governance
- Board leadership: Independent Chairman (Laurette T. Koellner); roles of Chair and CEO separated since January 29, 2024; chairman duties include presiding over executive sessions; structure intended to strengthen oversight of independent directors .
- Governance policies include an overboarding cap of four public company boards (two for executives); all directors compliant as of proxy date .
- Board meetings held in 2024: 9; each incumbent director attended at least 75% of Board and applicable committee meetings; directors are expected to attend the annual meeting (all then-serving attended the last annual meeting) .
| Committee | Geissler’s Role | Chair? | Meetings in 2024 | Independence/Expertise |
|---|---|---|---|---|
| Audit | Member | No | 6 | All Audit members independent; committee includes financial experts (McGlade, Mitchell, Wood) |
| Finance | Member | No | 4 | Reviews capital structure, M&A, risk, liquidity, derivatives, investor relations policies |
Fixed Compensation
| Component (Director) | 2024 | 2025 (effective at annual meeting) |
|---|---|---|
| Annual Cash Retainer | $130,000 | $140,000 |
| Committee Chair Fees (if applicable) | Not applicable (Geissler not a chair) | No change for member (chair fees listed below) |
| Meeting Fee (beyond 24 mtgs) | $1,700 per additional meeting ($1,000 virtual) | $1,700 per additional meeting ($1,000 virtual) |
| Other Compensation (tires perk) | $557 (up to two sets of tires/year) | Program continues; value varies |
Committee chair fees (for context): Audit $25,000; Human Capital & Compensation $25,000; Corporate Responsibility & Compliance $15,000; Finance $15,000; Governance $15,000 .
2024 Director compensation received by Geissler:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Werner Geissler | $130,000 | $160,000 | $557 | $290,557 |
Performance Compensation
| Equity Award Type | Grant Date Convention | Grant Date (2024) | Grant Date Fair Value | Vesting/Settlement | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Annual grant to outside directors at the annual meeting | April 8, 2024 (2024 Annual Meeting) ; plan grants “as of the annual meeting” | $160,000 | Paid in shares on the 5th business day of the quarter following the quarter in which the director leaves the Board | None disclosed for director RSUs |
Note: The Compensation Committee annually reviews director pay with independent consultant Exequity; benchmarking uses the same peer group as executives and incorporates trends/best practices .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Philip Morris International Inc. | Director (2015–present) | No related-party transactions or customer/supplier conflicts disclosed by GT; overboarding policy compliance affirmed |
| Advent International | Operating Partner | No GT-related party transactions disclosed; no conflicts identified in proxy excerpts reviewed |
Expertise & Qualifications
- Senior executive experience overseeing global operations at P&G; significant international business and P&L management; insights in consumer marketing and finance/operations relevant to GT’s global footprint .
- Board skill matrix highlights needs in financial/M&A, industrial manufacturing, automotive supply chain, technology/cyber, international, and consumer branding; Geissler’s background aligns with international and consumer marketing competencies .
Equity Ownership
| As of Date | Direct Shares | Savings Plan Shares | Exercisable Options | Deferred Share Equivalents & RSUs | Percent of Class |
|---|---|---|---|---|---|
| Feb 18, 2025 | 50,000 | 0 | 0 | 134,588 | <1% |
Additional director share equivalents as of Dec 31, 2024:
| Metric | Count |
|---|---|
| Restricted Stock Units held (Geissler) | 134,588 |
| Deferred Share Equivalent Units | Not shown (total equals RSUs for Geissler) |
Plan limit: Combined annual director cash + grant-date fair value of equity awards capped at $750,000 per director .
Governance Assessment
- Independence and committee service: Geissler is an independent director serving on Audit and Finance, both critical oversight roles for financial reporting, risk management, capital structure, and M&A. The Audit Committee’s independence designation and financial expertise composition strengthen board effectiveness; Geissler’s international/consumer operations background complements these mandates .
- Attendance and engagement: Board held 9 meetings in 2024; each incumbent director met the ≥75% attendance threshold. Extra meeting fee policy incentivizes engagement beyond heavy workloads; no attendance shortfall is disclosed for Geissler .
- Pay mix and alignment: 2024 director pay is balanced between cash ($130k) and equity ($160k), with RSUs deferred until post-service—enhancing long-term alignment with shareholder outcomes. 2025 increases to $140k cash and $180k equity are modest, consistent with peer benchmarking by independent consultant Exequity .
- Ownership: Geissler holds 50,000 direct shares plus 134,588 RSU equivalents, indicating meaningful personal exposure while remaining <1% of class; no options or pledging disclosed in reviewed materials .
- Potential conflicts/red flags: No related-party transactions or pledging noted; overboarding compliance affirmed. External roles (PMI director, Advent Operating Partner) do not present disclosed conflicts with GT’s customer/supplier base in the excerpts reviewed. Say-on-pay support was strong (94.9% approval), signaling broader investor confidence in governance and compensation practices .
Signals for investors: Independent oversight on Audit and Finance, deferred equity settlement post-board service, and meaningful share exposure support alignment. Absence of disclosed related-party transactions and strong say-on-pay suggest low governance risk in the director’s profile .
Notes on Shareholder Votes and Engagement
| Item | Result |
|---|---|
| Election of Directors (incl. Geissler) | 208,181,538 For; 4,968,786 Against; 1,224,332 Abstain; 33,003,593 broker non-votes |
| Advisory Say-on-Pay | 202,229,201 For; 10,777,720 Against; 1,367,735 Abstain; 33,003,593 broker non-votes (94.9% approval of votes cast) |
Insider Trades
| Period Reviewed | Form 4 Filings (GT) |
|---|---|
| Jan 2024 – Nov 19, 2025 | None found in tool index for GT [ListDocuments Form 4 returned 0] |
Appendix: Committee Scopes (Context)
- Audit: Oversees financial statement integrity, auditor independence, audit plans, risk assessment, IT/cybersecurity, and ESG reporting controls; authority to retain advisors and fund outside expertise .
- Finance: Reviews capital structure, dividends, tax, compliance with financing terms, insurance, lines of credit, pension funding, and significant M&A/business development; monitors interest/FX risk, liquidity, counterparty risk, derivatives, credit ratings, investor relations .