Goodyear expands board, establishes review committee in response to Elliott letter

AKRON—Goodyear will add three new directors to its board and form an oversight committee, the company announced July 25, as part of a cooperation agreement with shareholder Elliott Investment Management L.P.

The West Palm Beach, Fla.-based investment firm sent a letter on May 11 to Goodyear CEO, President and Chairman Richard Kramer and its board of directors, detailing the firm's dissatisfaction with what it calls Goodyear's poor stock performance and outlining three major steps it should take.

The new board members were mutually agreed-upon between Goodyear and Elliott and will join the board effective immediately, Goodyear said.

The new members are: Joseph R. Hinrichs, president and CEO of CSX Corp.; Max H. Mitchell, president and CEO of Crane Co.; and Roger J. Wood, former co-CEO of Tenneco Inc.

The Goodyear board is composed of 15 directors, 13 of whom are independent. Goodyear said it 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 Goodyear 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 company said in a statement.

"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 to Goodyear's board," Elliott Senior Portfolio Manager Marc Steinberg and Portfolio Manager Austin Camporin said in a statement.

"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 committee will be chaired by Kramer and 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 leading consulting firm.

"We are pleased that our constructive dialogue with Elliott has culminated in the appointment of three, high-quality, independent directors," Kramer said. "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 benefiting from the deep knowledge and experience Joe, Max and Roger bring to our board as we continue to focus on creating sustained shareholder value."

The cooperation agreement that Goodyear has entered into with Elliott contains customary standstill, voting, non-disparagement and other provisions. A complete copy of the cooperation agreement will be filed on Form 8-K with the U.S. Securities and Exchange Commission.

Evercore, Lazard and Goldman Sachs are serving as financial advisors to Goodyear, and Paul Weiss is serving as legal counsel, the company said.

Joseph R. Hinrichs is president and CEO of CSX Corp., a supplier of rail-based freight transportation in North America.

Prior to joining CSX in 2022, Hinrichs served as president of Ford Motor Co.'s global automotive business, where he led its $160 billion automotive operations.

Hinrichs brings more than 30 years of experience in the global automotive, manufacturing and energy sectors to the Goodyear board.

Max H. Mitchell is president and CEO of Crane Co., a manufacturer of highly engineered components for challenging, mission-critical applications focused on the aerospace, defense, space and process industry end markets.

Mitchell's expertise includes developing and driving corporate strategy and optimizing portfolio results, extensive knowledge of, and experience with, the global end-markets, broad international and domestic M&A expertise and driving a performance-based culture, Goodyear said.

Roger J. Wood served as co-CEO of Tenneco, a designer, manufacturer and marketer of automotive products for original equipment and aftermarket customers, from 2018-20.

Wood, who also previously served as chairman and CEO of Fallbrook Technologies, brings more than three decades of industry leadership and expertise in global operations, the company said.