2018 Guide to Effective Proxies

2.17.6 CEO to median employee pay ratio | 399 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES EXECUTIVE COMPENSATION Director Compensation Table Directors’ Equity Plan account are counted as ownership in assessing compliance with the guidelines. The stock price to be used in assessing compliance with the guidelines as of May 1st of each year will be the average closing stock price for the prior 60-day period. All of our directors have met their stockholding requirement. Risks Related To Compensation Policies And Practices We have reviewed our compensation policies and practices for our employees and have concluded that the risks arising from those policies and practices are not reasonably likely to have a material adverse effect on us. Pay Ratio For 2017, the annual total compensation of the CEO, as set forth in the Summary Compensation Table, was $10,845,759, and the median of the annual total compensation of all employees, other than the CEO, was $52,704, resulting in a ratio of 206:1 (the “pay ratio”). In determining the median employee, we collected information regarding taxable wages for all employees, defined consistently with applicable SEC regulations, of the Company and its consolidated subsidiaries as of October 1, 2017 for the period beginning January 1, 2017 and ending September 30, 2017. Taxable wages generally included an employee’s actual income, including wages, overtime, bonuses and other cash incentives, that are subject to taxation in the applicable jurisdiction. We converted earnings paid in local currencies to U.S. dollars by applying the average exchange rate used for the preparation of our financial statements for the period from January 1, 2017 to September 30, 2017. We did not utilize the “de minimis” exception, statistical sampling or other similar methods, or any cost-of-living adjustment, as permitted by applicable SEC regulations, in calculating the pay ratio. 69 GOODYEAR TIRE & RUBBER COMPANY