Ford Motor Co DEF 14A, filed Mar 29, 2024

Ford Motor Co (F)

DEF 14A 2024-03-29 For: 2024-05-09

View Original

Added on June 12, 2026

About this DEF 14A

Ford Motor Co filed this DEF 14A on March 29, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


When	Virtual Meeting	Record Date
Thursday, May 9, 2024 8:30 a.m., Eastern Daylight Saving Time	www.virtualshareholdermeeting.com/FORD2024	March 13, 2024

	Proxy Summary					1
	Corporate Governance					7
	Corporate Governance Principles					7
	Our Governance Practices					7
	Leadership Structure					8
	Board Meetings, Composition, and Committees					8
	Board’s Role in Risk Management					13
	Independence of Directors and Relevant Facts and Circumstances					16
	Codes of Ethics					18
	Communications with the Board and Annual Meeting Attendance					18
	Beneficial Stock Ownership					19
	Delinquent Section 16(a) Reports					22
	Certain Relationships and Related Party Transactions					22
	Stakeholder Engagement					24
	Government Affairs Activities					24
	Environmental, Social, and Governance					25
	Proposal 1. Election of Directors					26
	Director Skills and Diversity Matrix					27
	Director Nominees					28
	Director Compensation in 2023					35
	Proposal 2. Ratification of Independent Registered Public Accounting Firm					37
	Audit Committee Report					38
	Proposal 3. Approval of the Compensation of the Named Executives					39
	CD&A GLOSSARY					40
	COMPENSATION DISCUSSION AND ANALYSIS (CD&A)					41
	COMPENSATION COMMITTEE REPORT					64
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					64

	COMPENSATION OF NAMED EXECUTIVES					65
	Summary Compensation Table					65
	Grants of Plan-Based Awards in 2023					68
	Outstanding Equity Awards at 2023 Fiscal Year-End					69
	Option Exercises and Stock Vested in 2023					70
	Pension Benefits in 2023					70
	Nonqualified Deferred Compensation in 2023					72
	Potential Payments Upon Termination or Change-in-Control					73
	Equity Compensation Plan Information					76
	Pay Ratio					77
	Pay Versus Performance					78
	Proposal 4. Approval of the 2024 Stock Plan for Non-Employee Directors					82
	Shareholder Proposals					86
	Proposal 5. Shareholder Proposal					86
	Proposal 6. Shareholder Proposal					90
	Proposal 7. Shareholder Proposal					92
	Other Items					95
	Questions and Answers About the Proxy Materials					97
	Instructions for the Virtual Annual Meeting					100
	Appendix I. 2024 Stock Plan for Non-Employee Directors of Ford Motor Company					I-1
	Appendix II. Cautionary Note on Forward-Looking Statements					II-1

VOTING MATTERS		Board Recommendations	Pages
1.	Election of the 14 Director Nominees Named in the Proxy Statement	FOR	26-36
2.	Ratification of Independent Registered Public Accounting Firm	FOR	37-38
3.	Approval of the Compensation of the Named Executives	FOR	39-81
4.	Approval of the 2024 Stock Plan for Non-Employee Directors	FOR	82-85
5.	Shareholder Proposal — Give Each Share an Equal Vote	AGAINST	86-89
6.	Shareholder Proposal — Child Labor Audit	AGAINST	90-91
7.	Shareholder Proposal — Supply Chain Transparency and Traceability Report	AGAINST	92-94

		2023 Ford+ Business Highlights
		Ford +
		◦ Reorganized the Company to operate three distinct and customer focused automotive businesses — Ford Blue, Ford Model e, and Ford Pro — providing clarity, focus, and accountability. ◦ Established Ford Integrated Services to develop and deliver high-value, software-enabled services — atop early momentum of 630,000 paid software subscriptions at year-end. ◦ Returned Ford’s credit rating to investment grade, based on improving margins and financial flexibility. ◦ Recorded positive EBIT outside North America for the second year in a row — reversing losses of ~$2 billion in 2020. Improved our business performance in China by streamlining the product offering, reducing capital intensity, and growing export operations. ◦ Combined product development, cycle planning, supply chain, and manufacturing into a global industrial operational engine — to deliver great products, maximize quality, and minimize costs and complexity. ◦ Received highest scores in our industry for responsible mineral sourcing and due diligence policies from environmental and social group, Lead the Charge.
		Ford Blue
		◦ Reported Ford Blue revenue of $102 billion, up 8%, with EBIT of $7.5 billion and an EBIT margin of 7.3%. ◦ Fortified our strength as a global pickup leader with the best-selling F-150, global Ranger — key to our overseas profit turnaround — and the popular Maverick small pickup. ◦ Strengthened our position as a global hybrid leader. Produced No. 1 (Maverick) and No. 2 (F-150) hybrid trucks in the U.S. — with Ford the overall No. 3 U.S. hybrid brand and global hybrid sales up ~20%.
		Ford Model e
		◦ Finished 2023 as the No. 2 electric vehicle brand in the U.S. for the second consecutive year. ◦ Increased Ford Model e shipments and sales by double-digit rates; in the U.S., F-150 Lightning was the top-selling electric pickup, and Mustang Mach-E No. 3 among all EVs. Our EV sales continued to bring a high percentage of new customers to the Ford brand. ◦ Made significant progress in building out our EV industrial capability, including the construction of new plants for electric vehicles and batteries in North America and the conversion of existing facilities to produce electric vehicles. ◦ Enabled North American customers to drive over 150 million miles hands-free — up over 300% — using Ford’s acclaimed BlueCruise hands-free highway driving technology.
		Ford Pro
		◦ Ford Pro is a nearly $60 billion high-margin hardware, software, and services business. ◦ Achieved 19% growth in Ford Pro revenue with EBIT of $7.2 billion — more than double 2022 and an EBIT margin of 12.4%. ◦ Remained the top-selling commercial vehicle seller in the U.S., with dominant market share in key work segments. Ford was the top-selling commercial vehicle brand in Europe for the 9th straight year. ◦ Ended 2023 with more than 500,000 active software paid subscriptions, up 46% year over year.
		Ford Credit
		◦ Drove further customer loyalty to Ford Credit and generated new revenue streams through digital services and products — e.g., Ford Pro FinSimple fleet financing was up more than 30%.

	WHAT WE DO				WE DO NOT
	Perform annual say-on-pay advisory vote for shareholders Pay for performance Use appropriate peer group when establishing compensation Balance short- and long-term incentives Align executive compensation with shareholder returns through long-term incentives Cap individual payouts in incentive plans Include clawback provisions in our incentive grants (see Clawback Policies on page 63) Maintain robust stock ownership guidelines for Named Executives Prohibit officers from hedging their exposure to Ford common stock and limit officers’ pledging of Ford common stock (see Risk Assessment Regarding Compensation Policies and Practices on pages 14-15) Condition grants of long-term incentive awards on non-compete and non-disclosure restrictions Mitigate undue risk-taking in compensation programs Retain a fully independent external compensation consultant whose independence is reviewed annually by the Compensation, Talent and Culture Committee (see Compensation, Talent and Culture Committee Operations on pages 15-16) Include a double-trigger change in control provision for equity grants				Provide evergreen employment contracts Guarantee increases to base salaries Provide incentives that encourage unnecessary risk-taking Reprice options Pay out dividend equivalents on equity awards during vesting periods or performance periods Provide excessive perquisites

	Annual Election of All Directors.
	Majority Vote Standard. Each director must be elected by a majority of votes cast.
	Independent Board. 64% of the Director Nominees are independent.
	Lead Independent Director. Ensures management is adequately addressing the matters identified by the Board.
	Independent Board Committees. Each of the Audit Committee, Compensation, Talent and Culture Committee, and Nominating and Governance Committee is comprised entirely of independent directors.
	Committee Charters. Each standing committee operates under a written charter that has been approved by the Board and is reviewed annually.
	Independent Directors Meet Regularly Without Management and Non-Independent Directors.
	Regular Board and Committee Self-Evaluation Process. The Board and each committee evaluates its performance each year.
	Mandatory Retirement Age and Term Limits. 15- year term limits for new independent directors and mandatory retirement age of 72 provide regular opportunities for Board refreshment.

	Mandatory Deferral of Compensation for Directors. In 2023, approximately 68% of annual director fees were mandatorily deferred into RSUs, which strongly links the interests of the Board with those of shareholders.
	Separate Chair of the Board and CEO. The Board of Directors has chosen to separate the roles of CEO and Chair of the Board of Directors.
	Confidential Voting at Annual Meeting.
	Special Meetings. Shareholders have the right to call a special meeting.
	Shareholders May Take Action by Written Consent.
	Strong Codes of Ethics. Ford is committed to operating its business with the highest level of integrity and has adopted codes of ethics that apply to all directors and senior financial personnel, and a code of conduct that applies to all employees.
	Hedging and Pledging Policies. Officers are prohibited from hedging their exposure to, and limited in pledging, Ford common stock (see page 15).
	Overboarding. We limit the number of outside public company boards on which our directors and officers may serve.

AUDIT COMMITTEE	▪ Selects the independent registered public accounting firm, subject to shareholder ratification, and determines the compensation of the independent registered public accounting firm. ▪ At least annually, reviews a report by the independent registered public accounting firm describing: internal quality control procedures, any material issues raised by an internal or peer quality control review, any issues raised by a governmental or professional authority investigation in the past five years and any steps taken to deal with such issues, and (to assess the independence of the independent registered public accounting firm) all relationships between the independent registered public accounting firm and the Company. ▪ Consults with the independent registered public accounting firm, reviews and approves the scope of its audit, and reviews the firm’s independence and performance. Also, annually approves categories of services to be performed by the independent registered public accounting firm and reviews and, if appropriate, approves in advance any new proposed engagement greater than $250,000. ▪ Reviews internal controls, accounting practices, and financial reporting, including the results of the annual audit and the review of the interim financial statements, with management and the independent registered public accounting firm.	▪ Reviews activities, organization structure, and qualifications of the General Auditor’s Office, and participates in the appointment, dismissal, evaluation, and determination of the compensation of the General Auditor. ▪ Discusses earnings releases and guidance provided to the public and rating agencies. ▪ Reviews, at least annually, policies with respect to risk assessment and risk management. ▪ Reviews the Company’s Integrated Sustainability and Financial Report. ▪ Exercises reasonable oversight with respect to the implementation and effectiveness of the Company’s compliance and ethics program, including being knowledgeable about the content and operation of the compliance and ethics program. ▪ Reviews, with the Office of the General Counsel, any legal or regulatory matter that could have a significant impact on the financial statements. ▪ Has the sole authority to retain outside legal, accounting, or other advisors ▪ Prepares an annual report of the Audit Committee to be included in the Company’s proxy statement. ▪ Reviews our cyber security practices periodically, at least twice each year. ▪ Assesses annually the adequacy of the Audit Committee Charter. ▪ Reports to the Board of Directors about these matters.
MEMBERS ▪ John B. Veihmeyer, Chair ▪ Kimberly A. Casiano ▪ Beth E. Mooney MEETINGS IN 2023: 10 MEMBER QUALIFICATIONS ▪ Each member of the Audit Committee is independent, in accordance with the NYSE standards and SEC rules and the Company’s Corporate Governance Principles ▪ Each member of the Audit Committee meets the financial literacy requirements of the NYSE Listed Company rules ▪ In addition, our Board has determined that Mr. Veihmeyer qualifies as an “Audit Committee financial expert” within the meaning of SEC regulations and applicable NYSE rules REPORT The Audit Committee Report is on page 38

COMPENSATION, TALENT AND CULTURE COMMITTEE	▪ Establishes and reviews the overall executive compensation philosophy and strategy of the Company. ▪ Reviews and discusses key people-related business strategies, including leadership succession planning, culture, diversity and inclusion, and talent development programs. ▪ Reviews and approves Company goals and objectives related to the Executive Chair, the President and CEO, and other executive officers’ compensation, including annual performance objectives. ▪ Evaluates the performance of the Executive Chair, the President and CEO, and other executive officers in light of established goals and objectives and, based on such evaluation, reviews and approves the annual salary, bonus, stock options, PSUs, other stock-based awards, other incentive awards, and other benefits, direct and indirect, of the Executive Chair, the President and CEO, and other executive officers.	▪ Conducts a risk assessment of the Company’s compensation policies and practices. ▪ Considers and makes recommendations on the Company’s executive compensation plans and programs. ▪ Reviews the Compensation Discussion and Analysis to be included in the Company’s proxy statement. ▪ Prepares an annual report of the Compensation, Talent and Culture Committee to be included in the Company’s proxy statement. ▪ Assesses the independence of the Committee’s consultant. ▪ Assesses annually the adequacy of the Compensation, Talent and Culture Committee Charter. ▪ Reports to the Board of Directors about these matters.
MEMBERS ▪ Lynn Vojvodich Radakovich, Chair ▪ John C. May ▪ John L. Thornton ▪ John S. Weinberg MEETINGS IN 2023: 8 MEMBER QUALIFICATIONS ▪ Each member of the Compensation, Talent and Culture Committee is independent, in accordance with the NYSE standards and SEC rules and the Company’s Corporate Governance Principles REPORT The Compensation Committee Report is on page 64

FINANCE COMMITTEE	▪ Reviews all aspects of the Company’s policies and practices that relate to the management of the Company’s financial affairs, consistent with law and specific instructions given by the Board of Directors. ▪ Reviews capital allocation priorities, policies, and guidelines, including the Company’s cash flow, minimum cash requirements, and liquidity targets. ▪ Reviews the Company’s capital appropriations financial performance against targets by conducting interim reviews and an annual review of previously approved capital programs and periodic review of acquisitions and new business investments.	▪ Reviews with management, at least annually, the annual report from the Treasurer of the Company’s cash and funding plans and other Treasury matters. ▪ Reviews the strategy and performance of the Company’s pension and other retirement and savings plans. ▪ Performs such other functions and exercises such other powers as may be delegated to it by the Board of Directors from time to time. ▪ Reviews, at least annually, policies with respect to financial risk assessment and financial risk management. ▪ Assesses annually the adequacy of the Finance Committee Charter. ▪ Reports to the Board of Directors about these matters.
MEMBERS ▪ William Clay Ford, Jr., Chair ▪ Alexandra Ford English ▪ Henry Ford III ▪ William W. Helman IV ▪ William E. Kennard ▪ John C. May ▪ John L. Thornton ▪ John S. Weinberg MEETINGS IN 2023: 4

NOMINATING AND GOVERNANCE COMMITTEE	▪ Reviews and makes recommendations on: (i) the nominations or election of directors; and (ii) the size, diversity, composition, and compensation of the Board. ▪ Establishes criteria for selecting new directors and the evaluation of the Board, including whether current members and candidates possess skills and qualifications that support the Company’s strategy. ▪ Develops and recommends to the Board corporate governance principles and guidelines. ▪ Reviews the charter and composition of each committee of the Board and makes recommendations to the Board for the adoption of or revisions to the committee charters, the creation of additional committees, or the elimination of committees.	▪ Considers the adequacy of the By-Laws and the Restated Certificate of Incorporation of the Company and recommends to the Board, as appropriate, that the Board: (i) adopt amendments to the By-Laws; and (ii) propose, for consideration by the shareholders, amendments to the Restated Certificate of Incorporation. ▪ Considers shareholder suggestions for director nominees (other than self-nominations). See Composition of Board of Directors/Nominees on pages 8-9. ▪ Assesses annually the adequacy of the Nominating and Governance Committee Charter. ▪ Reports to the Board of Directors about these matters.
MEMBERS ▪ William E. Kennard, Chair ▪ Kimberly A. Casiano ▪ William W. Helman IV ▪ John C. May ▪ Beth E. Mooney ▪ Lynn Vojvodich Radakovich ▪ John L. Thornton ▪ John Veihmeyer ▪ John S. Weinberg MEETINGS IN 2023: 5 MEMBER QUALIFICATIONS ▪ Each member of the Nominating and Governance Committee is independent, in accordance with the NYSE standards and SEC rules and the Company’s Corporate Governance Principles

		SUSTAINABILITY, INNOVATION AND POLICY COMMITTEE			▪ Reviews and advises on the Company’s pursuit of innovative policies and technologies that promote product safety, improve environmental and social sustainability, and seek to enrich our customers’ experiences, increase shareholder value, and lead to a better world. ▪ Responsible for assessing the Company’s progress on strategic economic, product safety, and environmental and social issues, as well as the degree to which sustainability principles have been integrated into various skill teams.			▪ Reviews the Company’s Integrated Sustainability and Financial Report Summary as well as any Company initiatives related to sustainability and innovation. ▪ Assesses annually the adequacy of the Sustainability, Innovation and Policy Committee Charter. ▪ Reports to the Board of Directors about these matters.
		MEMBERS ▪ William W. Helman IV, Chair ▪ Kimberly A. Casiano ▪ Alexandra Ford English ▪ Henry Ford III ▪ William Clay Ford, Jr. ▪ Jon M. Huntsman, Jr. ▪ William E. Kennard ▪ Lynn Vojvodich Radakovich ▪ John S. Weinberg MEETINGS IN 2023: 4

	COMPLIANCE & REPORTING	OPERATING & STRATEGIC
FORD BOARD Oversight	Audit Committee	Sustainability, Innovation and Policy Committee Compensation, Talent and Culture Committee Finance Committee Audit Committee
FORD MANAGEMENT Day-to-Day	Compliance Reviews Sarbanes-Oxley Compliance Internal Controls Disclosure Committee	Business Segments and Skill Teams Forecast, Controls and Risk Review Special Attention Review Industrial Platform/Software, Product and Services, Strategy, Business Ops Review, and People Forums

Name of Beneficial Owner	Address of Beneficial Owner	Ford Common Stock		Percent of Outstanding Ford Common Stock
State Street Corporation and certain of its affiliates1	State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114-2016		329,385,3962		8.38	%
The Vanguard Group and certain of its affiliates	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		339,898,5173		8.64	%
BlackRock, Inc. and certain of its affiliates	BlackRock, Inc. 50 Hudson Yards New York, NY 10001		282,647,8004		7.2	%

Name of Beneficial Owner	Address of Beneficial Owner	Ford Class B Stock		Percent of Outstanding Ford Class B Stock
Edsel B. Ford II*	Ford Estates, 2000 Brush, Detroit, MI 48226		4,737,462		6.69	%
Lynn F. Alandt**	Ford Estates, 2000 Brush, Detroit, MI 48226		5,768,402		8.14	%
David P. Larsen, as trustee of various trusts***	Ford Estates, 2000 Brush, Detroit, MI 48226		9,312,077		13.14	%
Voting Trust****	Ford Estates, 2000 Brush, Detroit, MI 48226		70,778,212		99.90	%

Name of Beneficial Owner	Ford Common Stock 1,2	Ford Common Stock Units 3		Ford Class B Stock		Percent of Outstanding Ford Class B Stock
DIRECTOR NOMINEES
Kimberly A. Casiano	233,603		183,823		—		—
Alexandra Ford English	26,860		—		1,406,945		1.99	%
James D. Farley, Jr.*	4,657,831		—		—		—
Henry Ford III	50,153		—		1,691,807		2.39	%
William Clay Ford, Jr.*	2,949,527		276,200		19,592,914		27.65	%
William W. Helman IV	239,367		49,067		—		—
Jon M. Huntsman, Jr.	387,555		—		—		—
William E. Kennard	210,127		—		—		—
John C. May	56,883		—		—		—
Beth E. Mooney	115,830		—		—		—
Lynn Vojvodich Radakovich	171,531		—		—		—
John L. Thornton	340,298		380,182		—		—
John B. Veihmeyer	216,943		—		—		—
John S. Weinberg	261,661		—		—		—

Name of Beneficial Owner	Ford Common Stock 1,2	Ford Common Stock Units 3
NAMED EXECUTIVES
John T. Lawler	942,741		75
J. Doug Field	1,454,898		—
Peter C. Stern	572,666		—
All Directors and Executive Officers as a group	26 persons beneficially owned 0.40% of Ford common stock or securities convertible into Ford common stock as of February 1, 2024

Person	Number of Shares
James D. Farley, Jr.		1,778,611
John T. Lawler		28,232
William Clay Ford, Jr.		1,408,367
J. Doug Field		—
Peter C. Stern		—

				Opened the Cologne EV Center, Ford’s first assembly plant to be carbon-neutral once fully operational in 2024*						Started construction on BlueOval Battery Park Michigan, BlueOval City, and BlueOval SK Battery Park
				Achieved CDP’s highest “A” rating for climate change for the fifth year in a row and for water security for the ninth year in a row						Released our second annual Sustainable Financing Report disclosing full allocation of $4.21B from two Green Bonds to fund clean transportation projects
				Updated our We Are Committed to Protecting Human Rights and Environment policy to commit to supporting a living wage in both our own business and supply chain						Created new Community Relations Department to focus on engagement with manufacturing communities
				Received the highest overall score in Lead the Charge Coalition’s annual Leaderboard report, which evaluates leading automakers on their efforts to eliminate emissions, environmental harms, and human rights violations from their supply chains						Updated our Supplier Code of Conduct to bolster compliance with Ford’s prohibition of the use of child labor in any form by adding age verification for suppliers to protect against child labor
				Directly secured EV battery materials from mining companies and processors that agree to meet Ford’s ESG expectations for lithium and nickel						Mapped and audited our electric and plug-in hybrid electric vehicle battery raw material supply chains, including nickel, lithium, cobalt, graphite, and electrolytes

Qualifications and Expertise		Relevance to Ford
	Manufacturing	Relevant experience in the manufacturing industry provides valuable insight into our global manufacturing operations.
	Current or Former CEO	The significant leadership experience that comes from a CEO role can provide insight on business operations, driving growth and shareholder value, and strengthening corporate culture.
	Marketing	Effective marketing and communications are critical to building customer loyalty, deepening customer engagement, and expanding market share.
	International	With operations in several countries, international experience helps us better understand opportunities and challenges across global markets.
	Government	Experience in government and public policy is critical to our business, which operates in a highly regulated industry.
	Finance	Our business involves complex financial transactions and reporting requirements.
	Technology	Advanced technologies will be critical to delivering superior products and services to our customers.
	Risk Management	The Board plays an important role in risk oversight.
	Diversity	Diversity of skills, experience, race and ethnicity, and gender strengthens our competitive advantage and reflects the customers we serve.
	Sustainability	Experience with environmental/climate change, talent and culture, and social responsibility initiatives enables us to address key shareholder concern regarding sustainability and corporate responsibility.

	Kimberly A. Casiano
				▪ Age: 66 ▪ Independent Director Since: 2003 Committees: Audit; Nominating and Governance; Sustainability, Innovation and Policy
	Experience: Ms. Casiano has been the President of Kimberly Casiano & Associates since 2010. Her firm provides advisory services in marketing, recruiting, communications, advocacy, and diversity. From 1994 through 2009, Ms. Casiano served as President and Chief Operating Officer of Casiano Communications, Inc., a U.S. Hispanic media and direct marketing company. She joined the company in 1987 and held various management positions. Prior to that, Ms. Casiano was a consultant in the Caribbean and Latin America for the U.S. Agency for International Development (A.I.D.) of the U.S. Department of State, focusing on economic development, trade, and investment promotion programs. Ms. Casiano is a member of the founding Board of Directors of the Latino Corporate Directors Association, the global Alumni Board of Harvard Business School, and the Board of Advisors of Moffitt Cancer Center in Tampa. Ms. Casiano also serves as a director of Federal Home Loan Bank of Atlanta.
	Reasons for Nomination: Ms. Casiano has extensive domestic and international experience in marketing, sales, media, advertising, customer relationship management (CRM), and direct marketing, particularly in U.S. Hispanic and Latin American markets. Ford benefits from Ms. Casiano’s global business and executive experience cultivated through years spent managing her own company. Ms. Casiano consistently provides Ford with valuable insight on how to reach and engage customers, enterprise risk management systems, and ESG strategy.
	Current Public Company Directorships: Mutual of America

	Alexandra Ford English
				▪ Age: 36 ▪ Director Since: 2021 Committees: Finance; Sustainability, Innovation and Policy
	Experience: From July 2017 to June 2022, Ms. English was an employee of Ford Motor Company, most recently serving as a Director of Global Brand Merchandising, responsible for driving a growth strategy that leveraged Ford’s storied brand, iconic vehicles, and motor sports success to create an expanded collection of lifestyle merchandise. Previously, Ms. English was a Director of Corporate Strategy, responsible for the Company’s enterprise strategy, capital allocation strategic process, and connectivity, tech stack, and software strategies. Before joining the strategy team, Ms. English was the Director of Markets and Operations for Ford Autonomous Vehicles LLC (now Ford Next LLC), which was charged with developing and bringing to market driverless transportation services. Ms. English brought her expertise in operating businesses to the autonomous vehicle team and was responsible for the successful deployment and operations of Ford’s autonomous vehicle business in Miami, Austin, and Washington, D.C. Previously, Ms. English was part of Ford Smart Mobility’s City Solutions team, responsible for working with cities to understand how mobility services could be successfully developed and deployed. Prior to joining Ford Motor Company, Ms. English ran merchandising divisions at Tory Burch in New York City and at Gap, Inc. in San Francisco. Ms. English previously served on the board of Rivian. She earned a bachelor’s degree from Stanford University and an MBA from Harvard Business School.
	Reasons for Nomination: Ms. English’s merchandising and retailing experience enables her to provide valuable insights into successful brand management and building trusted relationships with our customers. Ms. English’s experience and leadership in corporate strategy provide an important perspective to the Board during the Company’s transformation and her knowledge of autonomous vehicle operations allows her to offer valuable advice as the Company expands its mobility business. Additionally, Ford family members have a special interest in the continuing success of the Company and have always played an important role in the business. Ms. English’s participation on the Board ensures that tradition of family stewardship continues.

	James D. Farley, Jr.
				▪ Age: 61 ▪ Director Since: 2020 Committees: N/A
	Experience: Mr. Farley was elected President and Chief Executive Officer of Ford Motor Company effective October 1, 2020, and in March 2022 took on the additional role of President, Ford Model e. Mr. Farley previously served as Chief Operating Officer, overseeing all of Ford’s global markets and automotive operations including Product Development, Purchasing, Enterprise Product Line Management, Manufacturing & Labor Affairs, Marketing, Sales & Service, and Quality & New Model Launch. He also oversaw Mobility Partnerships and Ford Autonomous Vehicles LLC. Mr. Farley has also served as President of New Businesses, Technology and Strategy, leading Ford’s strategic transformation into a higher growth, higher margin business by leveraging smart, connected vehicles and breakthrough customer experiences. As Ford’s Executive Vice President and President of Global Markets, Mr. Farley was responsible for overseeing Ford’s business units around the world, the Lincoln Motor Company, Global Marketing & Sales, and the strategy and business model development for electrified vehicles. From 2015 to 2017, Mr. Farley served as Executive Vice President and President, Ford Europe, Middle East and Africa. Mr. Farley has also served as Executive Vice President of Global Marketing, Sales & Service, and Group Vice President, Global Marketing and Canada, Mexico and South America. Before joining Ford in November 2007, Mr. Farley held various leadership positions at Toyota over a 17-year career. Mr. Farley also serves on the board of directors of the U.S.-China Business Council, is a member of The Business Council, and is co-chair of the Coalition for Reimagined Mobility.
	Reasons for Nomination: As CEO, Mr. Farley is focused on transforming Ford to lead the digital and electric revolution in the automotive industry through the deployment of the ambitious, customer-focused Ford+ plan. The plan includes a focus on innovation and delivery of breakthrough EVs at scale, along with development of software and connected vehicle technologies and services across all Ford and Lincoln vehicles. Ford benefits from his broad experience across the business and deep knowledge of the auto industry. His successes in other areas of the business exhibit his ability to lead the Company and refocus on key growth areas like autonomous and electric technologies, as well as commercial vehicles.
	Current Public Company Directorships: Harley-Davidson, Inc.

	Henry Ford III
				▪ Age: 43 ▪ Director Since: 2021 Committees: Finance; Sustainability, Innovation and Policy
	Experience: Mr. Ford serves as an advisor to several early-stage companies and helps develop business plans, growth strategies, and other related matters. Until June 2021, Mr. Ford served as a Director of Investor Relations at Ford Motor Company, responsible for developing and executing a global investor relations strategy. Prior to his Investor Relations role, Mr. Ford served as Associate Director of Ford’s Corporate Strategy skill team where he focused on the development of strategic framework deliverables and vehicle portfolio strategies. Prior to that, Mr. Ford was the Global Marketing Manager for Ford Performance where he launched the marketing and sales strategy for the Ford GT. Since joining the Company in February 2006, Mr. Ford held positions of increasing responsibility in labor relations, purchasing, marketing and sales, and corporate strategy. Mr. Ford serves on the advisory boards of Henry Ford College, Bridging Communities, Operation Hope, Southwest Solutions, and Edgewater Funds. He serves on the Board of Trustees of The Henry Ford, Ford Foundation, Neighborhood Villages, and Ford Piquette Avenue Plant. Mr. Ford earned a bachelor’s degree from Dartmouth College and an MBA from Massachusetts Institute of Technology, Sloan School of Management.
	Reasons for Nomination: Mr. Ford’s cross functional experience in labor relations, purchasing, marketing and sales, corporate strategy, and investor relations spanning his 15-year career with Ford provides him with a unique perspective and understanding of Company operations and customer viewpoints. The Board also benefits from Mr. Ford’s prior leadership experience on the Ford Investor Relations skill team as the Company continues its focus on value creation. Additionally, Ford family members have a special interest in the continuing success of the Company and have always played an important role in the business. Mr. Ford’s participation on the Board ensures that tradition of family stewardship continues.

	William Clay Ford, Jr.
				▪ Age: 66 ▪ Director Since: 1988 Committees: Finance (Chair); Sustainability, Innovation and Policy
	Experience: Mr. Ford has served as Chair of the Board of Directors since he was elected to that position in January 1999. He served as Chief Executive Officer of the Company from October 2001 until September 2006 when he was elected Executive Chair. Mr. Ford has held a number of management positions within Ford, including Vice President of the company’s Commercial Truck Vehicle Center. Mr. Ford is Chair of the Finance Committee, a position he has held since 2007 and that he also held from 1995 until October 2001. Mr. Ford is also Vice Chair of the Detroit Lions, Inc., former Chair of the Detroit Economic Club, and a member of the Board of Trustees of The Henry Ford. He also is a member of the Board of Business Leaders for Michigan.
	Reasons for Nomination: Mr. Ford has served in a variety of key roles at Ford and understands the Company and its various stakeholders. His long-term perspective and lifelong commitment to the Company adds significant value to the Company’s stakeholder relationships. Mr. Ford, an early and influential advocate for sustainability at the Company, has long been recognized as a leader in advancing mobility, connectivity, and electrification in the automobile industry, which adds significant value to Board deliberations.

	William W. Helman IV
				▪ Age: 65 ▪ Independent Director Since: 2011 Committees: Finance; Nominating and Governance; Sustainability, Innovation and Policy (Chair)
	Experience: Mr. Helman is a General Partner at Greylock Partners, a venture capital investment firm focused on early-stage investments in technology, enterprise software, and consumer internet. He joined Greylock in 1984 and served as Managing Partner from 1999 to 2013. Mr. Helman is on the Board of Trustees of Vornado Realty Trust. He is also a founder and Chairman of the Board of Equal Opportunity Ventures, which backs founders focused on products and services that address income inequality and social mobility.
	Reasons for Nomination: Mr. Helman’s experience with technology investments and social media marketing provides a unique and valued perspective as these issues are becoming increasingly important as the auto industry adopts new technologies, develops innovative solutions to personal mobility challenges, and adapts to new social media techniques. Mr. Helman’s expertise in investing in new innovations offers the Board valuable insight as Ford continues to invest in connectivity and mobility technologies in order to deliver innovative products our customers want and value.
	Current Public Company Directorships: Vornado Realty Trust

	Jon M. Huntsman, Jr.
				▪ Age: 64 ▪ Director Since: 2020 (also served 2012-2017) Committees: Sustainability, Innovation and Policy
	Experience: Governor Huntsman was recently appointed Vice Chairman and President, Strategic Growth at Mastercard Incorporated, effective April 15, 2024. In this role at Mastercard, Governor Huntsman will lead efforts focused on expanding commercial partnerships with governments and public sector institutions along with driving the company’s inclusive growth, philanthropy, and sustainability agenda. From May 2021 to December 2022, Governor Huntsman served as Ford’s Vice Chair, Policy advising the Company’s President and CEO and Executive Chair on strategic policy choices during a period of profound industry change. Governor Huntsman served as the U.S. Ambassador to Russia from 2017 through 2019. He served as the Chairman of the Atlantic Council of the United States from 2014 until 2017 and Chairman of the Huntsman Cancer Foundation from 2012 until 2017. He has previously served as U.S. Ambassador to China and as Deputy U.S. Trade Representative. Governor Huntsman was twice elected Governor of Utah and served from 2005 to 2009. He began his public service career as a White House staff assistant to President Ronald Reagan and has since served appointments as Deputy Assistant Secretary of Commerce for Asia and U.S. Ambassador to Singapore. Governor Huntsman serves as a member of the U.S. Department of Defense Policy Board Advisory Committee and the U.S. Department of State’s Foreign Affairs Policy Board. Governor Huntsman is chair of the board of directors of the World Trade Center Utah and also serves on the boards of directors of the Nuclear Threat Initiative, the National Committee on U.S.-China Relations, and the Huntsman Foundation.
	Reasons for Nomination: Governor Huntsman has extensive global policy experience and brings a well-informed and international perspective to the Board. He also provides a valuable perspective from his time overseeing environmental policy as the Governor of Utah. In addition, Governor Huntsman has extensive experience in government service with important insight on government relations at the state, federal, and international levels.
	Current Public Company Directorships: Chevron Corporation, Mastercard Incorporated (effective as of April 15, 2024), and Mobileye Global Inc.

	William E. Kennard
				▪ Age: 67 ▪ Independent Director Since: 2015 Committees: Finance; Nominating and Governance (Chair); Sustainability, Innovation and Policy
	Experience: Mr. Kennard is a co-founding partner of Astra Capital Management, a private equity firm. Mr. Kennard served as chairman of the U.S. Federal Communications Commission (FCC) from 1997 to 2001 and served as the FCC’s general counsel from 1993 to 1997. As U.S. Ambassador to the European Union from 2009 to 2013, he worked to eliminate regulatory barriers to commerce and to promote transatlantic trade, investment, and job creation. In addition to his public service, Mr. Kennard was a managing director of The Carlyle Group from 2001 to 2009 where he led investments in the telecommunications and media sectors. He also serves as a trustee of Yale University.
	Reasons for Nomination: Mr. Kennard has extensive experience in the public policy, law, telecommunications, and private equity fields. In particular, he has shaped policy and pioneered initiatives to help technology benefit consumers worldwide, and he is regarded as a champion for consumers in the digital age. His significant business expertise, unique perspective, risk management skills, and first-hand knowledge of the technological regulatory landscape help guide our growth strategy, particularly as we accelerate our innovative work and investments in the areas of software and digital services.
	Current Public Company Directorships: AT&T Inc. and MetLife, Inc.
	Public Company Directorships Within the Past Five Years: Duke Energy Corporation

	John C. May
				▪ Age: 55 ▪ Independent Director Since: 2021 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance
	Experience: John C. May has been Chief Executive Officer of Deere & Company (“Deere”) since November 2019 and Chairman of Deere’s Board of Directors since May 2020. Mr. May is responsible for leading efforts to maximize financial and operational performance and ensure that Deere’s global customer base is provided with advanced products and services. Mr. May joined Deere in 1997 as Director, Business Planning and Development after five years as a management consultant at KPMG Peat Marwick. Prior to being appointed Chief Executive Officer of Deere in 2019, Mr. May served as an officer of Deere as Vice President, Agriculture & Turf Global Platform, Turf & Utility (2009-2012), President, Agricultural Solutions & Chief Information Officer (2012-2018), President, Worldwide Agriculture & Turf Division, Global Harvesting and Turf Platforms, Ag Solutions (Americas and Australia (2018-2019)). Earlier roles included Managing Director of Deere’s China operations during a period of significant growth (2004-2007) and Director, Vehicles Marketing (2003-2004).
	Reasons for Nomination: Mr. May has invaluable leadership experience revolutionizing the agriculture and construction industries through the rapid introduction of connectivity and advanced technology. Mr. May’s breadth of management experience and expertise in the areas of global operations, information technology, and manufacturing provide valuable insight into these key areas.
	Current Public Company Directorships: Deere & Company

	Beth E. Mooney
				▪ Age: 69 ▪ Independent Director Since: 2019 Committees: Audit; Nominating and Governance
	Experience: Ms. Mooney served as Chairman and Chief Executive Officer of KeyCorp from May 2011 until May 2020. She joined the company in April 2006 as Vice Chair of Key Community Bank, and in 2010 was elected to KeyCorp’s board of directors. Previously, Ms. Mooney was Senior Executive Vice President and Chief Financial Officer at Alabama-based AmSouth Bancorporation (now Regions Financial Corp.) and held senior positions at Bank One Corp., Citicorp Real Estate, Inc., Hall Financial Group, and Republic Bank of Texas/First Republic. Ms. Mooney is a member of the Board of Trustees of the Brookings Institute and a member of the Business Council. In addition, Ms. Mooney is the Chair of the Board of Directors of The Cleveland Clinic and a Trustee of the Board of the Musical Arts Association (The Cleveland Orchestra). She is Past Chair of the Greater Cleveland Partnership, one of the largest Chambers of Commerce in the nation.
	Reasons for Nomination: Ms. Mooney has a wealth of experience and deep understanding of the financial industry. Her extensive banking and business experience bring a unique perspective that will enhance the Board during this transformational time in the Company and the industry. Additionally, Ms. Mooney’s extensive experience in risk management and executive matters will provide Ford with valuable insight into these key areas.
	Current Public Company Directorships: Accenture plc and AT&T Inc.
	Public Company Directorships Within the Past Five Years: KeyCorp

	Lynn Vojvodich Radakovich
				▪ Age: 56 ▪ Independent Director Since: 2017 Committees: Compensation, Talent and Culture (Chair); Nominating and Governance; Sustainability, Innovation and Policy
	Experience: Ms. Vojvodich Radakovich is an advisor to start-up and growth-stage technology companies. Previously, Ms. Vojvodich Radakovich was Executive Vice President and Chief Marketing Officer of salesforce.com, Inc. (“Salesforce”) from September 2013 until February 2017. In this role, she led Salesforce’s branding and positioning, public relations, digital marketing, content marketing, marketing campaigns, and strategic events. Before joining Salesforce, Ms. Vojvodich Radakovich held marketing leadership roles at Microsoft and BEA Systems, and served as a partner with venture capital firm Andreessen Horowitz. She was the founder of Take3, a marketing strategy firm, and is a member of the Board of Figma, a collaborative design platform that helps teams around the world create software.
	Reasons for Nomination: Ms. Vojvodich Radakovich has a wealth of expertise in marketing technology and innovation, market analysis, and the software industry. As Ford continues to transform itself to lead the digital and electric revolution in the automotive industry, Ms. Vojvodich Radakovich provides valuable guidance regarding how the Company should market and position itself in its automotive and mobility businesses, including the use of digital strategies. Ms. Vojvodich Radakovich’s experience advising start-up and growth-stage technology businesses lends itself to the Company as it continues culture-shaping initiatives to attract talent and deliver a broader suite of mobility products and services.
	Current Public Company Directorships: Booking Holdings Inc. and Dell Technologies Inc.

	John L. Thornton
				▪ Age: 70 ▪ Lead Independent Director Since: 2022 ▪ Independent Director Since: 1996 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance
	Experience: Mr. Thornton has served as Chairman of Barrick Gold Corporation since February 2024, following his role as Executive Chairman from April 2014 to February 2024. He also serves as Non-Executive Chairman of PineBridge Investments, a global asset manager, and Chairman of RedBird Capital Partners, a private investment firm. Mr. Thornton serves as lead director on the Boards of Lenovo Group Limited, Divergent Technologies, a digital advanced manufacturing company focused on the automotive and aerospace-defense industries, and SparkCognition, a leading industrial artificial intelligence company. He is a Professor of Tsinghua University School of Economics and Management in Beijing and serves as the Director of its Global Leadership Program. He is also an Advisory Board member of Tsinghua’s School of Economics and Management and its School of Public Policy and Management. Mr. Thornton is Co-Chair of the Asia Society and Chairman Emeritus of the Brookings Institution in Washington, D.C. Mr. Thornton retired as President and Director of The Goldman Sachs Group, Inc. in 2003. His previous roles include Chairman of Goldman Sachs Asia and Co-Chief Executive of Goldman Sachs International, overseeing the firm’s business in Europe, the Middle East, and Africa. Mr. Thornton is also on the advisory boards or board of trustees of the China Investment Corporation (CIC), King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership Academy.
	Reasons for Nomination: Mr. Thornton has extensive international business and financial experience. Mr. Thornton brings valuable insight into emerging markets gained through his oversight of the presence of Goldman Sachs International on multiple continents. Mr. Thornton’s extensive experience in finance and business matters, both domestically and internationally, is critical to achieving our fitness goals of financing our long-term strategic plan, improving our balance sheet, and creating profitable growth. Mr. Thornton’s unique knowledge brings to the Board valuable insight in international business, especially in China, which has become one of the world’s most important automotive growth markets.
	Current Public Company Directorships: AltC Acquisition Corp., Barrick Gold Corporation, and Lenovo Group Limited

	John B. Veihmeyer
				▪ Age: 68 ▪ Independent Director Since: 2017 Committees: Audit (Chair); Nominating and Governance
	Experience: Mr. Veihmeyer served as Chairman of KPMG International from 2014 until his retirement after 40 years with KPMG in September 2017. Before becoming global chairman, Mr. Veihmeyer held numerous leadership roles at KPMG, including U.S. Chairman and Chief Executive Officer from 2010 to 2015, U.S. Deputy Chairman, managing partner of KPMG’s Washington, D.C. operations, and global head of Risk Management and Regulatory. Mr. Veihmeyer currently serves as Vice Chair of the Board of Trustees of the University of Notre Dame and will become its Chair effective June 2024. He also serves as Board Chair of both the Ladies Professional Golf Association and Catholic Charities of Washington, D.C. Mr. Veihmeyer previously served as a Trustee of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board.
	Reasons for Nomination: Mr. Veihmeyer has extensive experience in the accounting profession, both in the United States and internationally, as well as executive leadership experience as Chairman and Chief Executive Officer of KPMG. His experience leading KPMG has provided Mr. Veihmeyer with significant exposure to business operations in every region of the world. Mr. Veihmeyer also previously served on the board of Catalyst, Inc. and has been recognized for his leadership in diversity and inclusion. Mr. Veihmeyer has invaluable financial expertise, executive leadership experience, risk management skills, international exposure, and understanding of complex regulatory environments.
	Public Company Directorships Within the Past Five Years: Zanite Acquisition Corp.

	John S. Weinberg
				▪ Age: 67 ▪ Independent Director Since: 2016 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance; Sustainability, Innovation and Policy
	Experience: Mr. Weinberg is Evercore Inc.’s Chief Executive Officer and Chairman of the Board, a position he has held since February 2022. Mr. Weinberg had been serving as Evercore, Inc.’s Co-Chief Executive Officer and Co-Chairman of the Board of Directors since July 2020. He served as Chairman of the Board of Directors and Executive Chairman of Evercore Inc. beginning in November 2016. Previously, Mr. Weinberg served as Vice Chairman of the Goldman Sachs Group from June 2006 until October 2015. His career at Goldman Sachs spanned more than three decades, with the majority of his time spent in the investment banking division. Mr. Weinberg currently serves as a board member of New York-Presbyterian Hospital and the Cystic Fibrosis Foundation.
	Reasons for Nomination: Mr. Weinberg has extensive experience in finance, banking, and capital markets, as well as a deep understanding of Ford, its history, and the needs of its business. During his time with Goldman Sachs, Mr. Weinberg served as a trusted advisor to Ford and other individual clients. Mr. Weinberg’s financial and risk management expertise will aid the Company in addressing its cost structure, allocating capital, and financing its business plan.
	Current Public Company Directorships: Evercore Inc.