The Goodyear Tire & Rubber Company announced enhancements to its Board of Directors in connection with a cooperation agreement with Elliott Investment Management L.P., an activist investor that holds a 10% stake in Goodyear. Three experienced business leaders, mutually agreed-upon between Goodyear and Elliott, will join the board effective immediately:

• Joseph R. Hinrichs, president and CEO, CSX Corporation: Prior to joining CSX in 2022, Hinrichs served as president of Ford Motor Company’s global automotive business, where he led its $160-billion automotive operations. As part of this role, he oversaw Ford’s global business units and the Ford and Lincoln brands, as well as leading all of Ford’s automotive skill teams across numerous verticals, Goodyear said.
• Max H. Mitchell, president and CEO, Crane Company: Mitchell leads the manufacturer of highly engineered components for challenging, mission-critical applications focused on the aerospace, defense, space and process industry end markets. Mr. Mitchell was appointed to his current position in 2014.
• Roger J. Wood, former Co-CEO, Tenneco

With these appointments, the Goodyear board is composed of 15 directors, 13 of whom are independent. Goodyear will nominate up to 12 directors to stand for election at its 2024 annual meeting, including the three new directors.
Further, as part of its agreement with Elliott, the board is establishing a Strategic and Operational Review Committee to oversee and support the board and management’s review of various strategic and operational alternatives to maximize sustainable shareholder-value creation and build upon a number of initiatives that Goodyear has been executing. The committee will be chaired by Goodyear Chairman, CEO and President Richard J. Kramer, and will include James A. Firestone, Thomas L. Williams, Max H. Mitchell and Roger J. Wood. The committee reviews will be supported by Goodyear’s financial advisors and a consulting firm.

“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. We look forward to benefitting from the deep knowledge and experience Joe, Max and Roger bring to our board as we continue to focus on creating sustained shareholder value.”

“We are pleased to have collaborated with Rich and the board on the formation of the Strategic and Operational Review Committee and the addition of three new independent directors,” said Elliott Senior Portfolio Manager Marc Steinberg and Portfolio Manager Austin Camporin. “Goodyear is an iconic brand and business that is well positioned to benefit from industry tailwinds. We have been encouraged by Goodyear’s openness to taking actions necessary to realize its full potential, and we are confident that our agreement enhances governance at Goodyear and ensures that the company will remain focused on long-term shareholder- value creation.”

The cooperation agreement that Goodyear has entered into with Elliott contains customary standstill, voting, non-disparagement and other provisions. Evercore, Lazard and Goldman Sachs are serving as financial advisors to Goodyear, and Paul Weiss is serving as legal counsel.