Goodyear: New directors, strategic review under deal with investor

Akron, Ohio - Goodyear Tire & Rubber Co. has announced changes to its board of directors as part of a cooperation agreement (ERJ report) with shareholder Elliott Investment Management LP, Goodyear announced 25 July.

Goodyear and Elliott have mutually agreed that the board will immediately be joined by: Joseph Hinrichs, president & CEO, CSX Corp.; Max Mitchell, president & CEO, Crane Co.; Roger Wood, former co-CEO, Tenneco.

With these appointments, the Goodyear board is composed of 15 directors, 13 of whom are independent, according to the announcement. 

Goodyear, it added, will nominate up to 12 directors to stand for election at its 2024 annual meeting, including the three new directors.

Also under the agreement with Elliott, Goodyear is establishing a ‘strategic and operational review committee’ to guide a management review of the group and its operations.

The remit of the review is to “maximise sustainable shareholder-value creation and build upon a number of initiatives that Goodyear has been executing.” 

The committee will be chaired by Goodyear's current chairman, CEO and president Richard Kramer, and will include James Firestone, Thomas Williams, Max Mitchell and Roger Wood.

"We are pleased that our constructive dialogue with Elliott has culminated in the appointment of three, high-quality, independent directors," said Kramer. 

"Goodyear is committed to thoughtful and ongoing board refreshment to ensure we have directors in place with relevant expertise and diverse perspectives to oversee our business today and into the future."

For Elliott, senior portfolio manager Marc Steinberg and portfolio manager Austin Camporin stated:. "We have been encouraged by Goodyear's openness to taking actions necessary to realise its full potential.

“We are confident that our agreement enhances governance at Goodyear and ensures that the company will remain focused on long-term shareholder-value creation."

Hinrichs has over 30 years of experience in the global automotive manufacturing and is currently president & CEO of CSX Corporation a supplier of rail-based freight transportation in North America.

Prior to joining CSX in 2022, Hinrichs served as president of Ford Motor Co., where he led the $160-billion automotive operations.

Specialised in ‘developing and driving corporate strategy, Mitchell is currently president & CEO of Crane Co. a manufacturer of engineered components for applications in aerospace, defence, space and process industry end markets. He was appointed to his current position in 2014.

Roger Wood served as Co-CEO of automotive OE and aftermarket supplier Tenneco, between 2018 and 2020.

Prior to that, he served as chairman & CEO of Fallbrook Technologies, as well as Dana Holding Corp., a supplier of driveline, sealing and thermal management technologies.

Kramer joined Goodyear in 2000 as VP corporate finance and has been serving as the CEO and president since October 2010.