Ford Motor Co DEF 14A, filed Mar 27, 2026

Ford Motor Co (F)

DEF 14A 2026-03-27 For: 2026-05-14

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Added on June 12, 2026

About this DEF 14A

Ford Motor Co filed this DEF 14A on March 27, 2026.

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☒	Filed by the Registrant	☐	Filed by a Party other than the Registrant

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under Rule 14a-12


Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	The election of the 15 director nominees named in the Proxy Statement.
	The ratification of the selection of PricewaterhouseCoopers LLP as Ford’s independent registered public accounting firm for 2026.
	A non-binding shareholder advisory vote to approve the compensation of the Named Executives.
	Consideration of the three shareholder proposals set forth in the Proxy Statement.


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 and Insider Trading Policy	18
Communications with the Board and Annual Meeting Attendance	18
Beneficial Stock Ownership	19
Delinquent Section 16(a) Reports	21
Certain Relationships and Related Person Transactions	21
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 2025	36
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





	Ford enters 2026 as a sharper and more resilient company. Our drive to innovate and our commitment to American manufacturing has never been stronger.”


	William Clay Ford, Jr. Chair of the Board


COMPENSATION COMMITTEE REPORT	59
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	59
COMPENSATION OF NAMED EXECUTIVES	60
Summary Compensation Table	60
Grants of Plan-Based Awards in 2025	63
Outstanding Equity Awards at 2025 Fiscal Year-End	64
Option Exercises and Stock Vested in 2025	65
Pension Benefits in 2025	66
Nonqualified Deferred Compensation in 2025	68
Potential Payments Upon Termination or Change-in-Control	69
Equity Compensation Plan Information	72
Pay Ratio	72
Pay Versus Performance	74
Shareholder Proposals	78
Proposal 4. Shareholder Proposal	78
Proposal 5. Shareholder Proposal	81
Proposal 6. Shareholder Proposal	83
Other Items	85
Questions and Answers About the Proxy Materials	86
Instructions for the Virtual Annual Meeting	89
Appendix I. Cautionary Note on Forward-Looking Statements	I-1
Appendix II. Non-GAAP Financial Measures	II-1

Voting Matters		Board Recommendations	Pages

	Election of the 15 Director Nominees Named in the Proxy Statement	FOR	26-36

	Ratification of Independent Registered Public Accounting Firm	FOR	37-38

	Approval of the Compensation of the Named Executives	FOR	39-77

	Shareholder Proposal — Equal Voting Rights for Each Share	AGAINST	78-80

	Shareholder Proposal — Vote Disclosure by Share Class	AGAINST	81-82

	Shareholder Proposal — DEI ROI Oversight	AGAINST	83-84


	TIME OF VIRTUAL ANNUAL MEETING

	Thursday, May 14, 2026 8:30 a.m., Eastern Daylight Saving Time


	We will hold a virtual annual meeting of shareholders. Shareholders may participate online by logging onto www.virtualshareholdermeeting.com/FORD2026.

	There will not be a physical meeting location.


Our Governance Practices
The Board continuously reviews our governance practices, assesses the regulatory and legislative environment, and adopts the governance practices that it believes best serve the interests of our shareholders.


Leadership Structure
The Board believes our current leadership structure is optimal because it allows the CEO to focus on leading the organization to deliver product excellence, while the Chair leads the Board in its pursuit to provide direction on Company-wide issues such as risk oversight, business strategy, and stakeholder relationships.


Board Meetings, Composition, and Committees
The Board has the appropriate mix of short-, medium-, and long-tenured directors. This mix provides a balance of fresh insight and historical perspective.

Current Directors	Audit	Compensation, Talent and Culture	Finance	Nominating and Governance	Sustainability, Innovation and Policy
Kimberly A. Casiano	·			·	·
Adriana Cisneros				·	·
Alexandra Ford English			·		·
James D. Farley, Jr.
Henry Ford III			·		·
William Clay Ford, Jr.			CHAIR		·
William W. Helman IV			·	·	CHAIR
Jon M. Huntsman, Jr.					·
William E. Kennard			·	CHAIR	·
John C. May		·	·	·
Beth E. Mooney	·			·
Lynn Radakovich		CHAIR		·	·
John L. Thornton		·	·	·
John B. Veihmeyer	CHAIR			·
John S. Weinberg		·	·	·	·


Board’s Role in Risk Management
The Board has overall responsibility for the oversight of risk management at Ford, while management is responsible for day-to-day risk management.


Independence of Directors and Relevant Facts and Circumstances
73% of the Director Nominees are independent. Each of the Audit Committee, Nominating and Governance Committee, and Compensation, Talent and Culture Committee is comprised entirely of independent directors.


Codes of Ethics and Insider Trading Policy
Employees and officers of the Company must abide by a Code of Conduct. The CEO, senior financial and accounting personnel, and directors must abide by the Company’s Code of Ethics. Directors, officers, and employees of the Company must also comply with the Company’s Insider Trading Policy.


Communications with the Board and Annual Meeting Attendance
Shareholders, customers, suppliers, and other interested parties may send communications directly to the Company’s Directors at Ford Motor Company, P.O. Box. 685, Dearborn, MI 48126-0685.

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	8.41%
The Vanguard Group and certain of its affiliates	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	457,660,261³	11.68%
BlackRock, Inc. and certain of its affiliates	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	327,601,371⁴	8.36%

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	4,650,762	6.56%
Lynn F. Alandt**	Ford Estates, 2000 Brush, Detroit, MI 48226	6,262,583	8.84%
David P. Larsen, as trustee of various trusts***	Ford Estates, 2000 Brush, Detroit, MI 48226	10,288,029	14.52%
Voting Trust****	Ford Estates, 2000 Brush, Detroit, MI 48226	70,778,212	99.90%

	Ford Common	Ford Common	Common Stock & Stock	Percent of Outstanding Ford Common	Ford Class B	Percent of Outstanding Ford Class B
Name of Beneficial Owner	Stock^1,2	Stock Units³	Units Total	Stock	Stock	Stock
DIRECTOR NOMINEES
Kimberly A. Casiano	306,064	210,354	516,418	0.01%	—	—
Adriana Cisneros	45,432	—	45,432	0.06%	—	—
Alexandra Ford English	79,720	—	79,720	0.00%	1,442,833	2.04%
James D. Farley, Jr.*	6,426,789	—	6,426,789	0.16%	—	—
Henry Ford III	96,883	—	96,883	0.00%	1,717,563	2.42%
William Clay Ford, Jr.*	3,002,466	343,910	3,346,376	0.09%	19,519,161	27.55%
William W. Helman IV	309,531	56,148	365,679	0.01%	—	—
Jon M. Huntsman, Jr.	294,465	—	294,465	0.01%	—	—
William E. Kennard	280,359	—	280,359	0.01%	—	—
John C. May	122,643	—	122,643	0.00%	—	—
Beth E. Mooney	172,330	—	172,330	0.00%	—	—
Lynn Radakovich	236,141	—	236,141	0.01%	—	—
John L. Thornton	452,802	435,053	887,855	0.02%	—	—
John B. Veihmeyer	312,166	—	312,166	0.01%	—	—
John S. Weinberg	353,575	—	353,575	0.01%	—	—

Name of Beneficial Owner	Ford Common Stock^1,2	Ford Common Stock Units³
NAMED EXECUTIVES
Sherry House	518,058
John T. Lawler	1,704,290	86
Alicia Boler Davis	510,389
J. Doug Field	2,303,578

All Directors and Executive Officers as a group	27 persons beneficially owned 0.63% of Ford common stock or securities convertible into Ford common stock as of February 1, 2026	24,614,803	0.63%


Certain Relationships and Related Person Transactions
To determine whether related person transactions are beneficial to the Company, such transactions are subject to rigorous review by the Office of the General Counsel, the Nominating and Governance Committee, and outside legal counsel depending on the nature of the transaction.

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.

(a)	(b)	(c)	Perquisites/ Evaluation Vehicles³ ($)	Tax Reimbursement ($)	Life Insurance Premiums⁴ ($)	(d)	(e)
Name	Fees Earned or Paid in Cash¹($)	Stock Awards² ($)	Perquisites/ Evaluation Vehicles³ ($)	Tax Reimbursement ($)	Life Insurance Premiums⁴ ($)	All Other Compensation⁵ ($)	Total⁵ ($)
Kimberly A. Casiano	100,000	215,000	19,762	15,816	264	35,842	350,842
Adriana Cisneros	—	314,997	16,153	11,035	—	27,188	342,185
Alexandra Ford English	—	314,997	44,692	17,793	264	62,749	377,746
Henry Ford III	100,000	215,000	46,173	18,000	264	64,438	379,438
William W. Helman IV	120,000	215,000	4,368	3,424	—	7,792	342,792
Jon M. Huntsman, Jr.	100,000	215,000	48,599	19,321	264	68,184	383,184
William E. Kennard	120,000	215,000	47,711	18,647	264	66,622	401,622
John C. May II	—	314,997	14,868	12,777	264	27,909	342,906
Beth E. Mooney	100,000	215,000	19,883	8,685	66	28,634	343,634
Lynn Radakovich	125,000	215,000	48,714	23,786	264	72,763	412,763
John L. Thornton	150,000	215,000	18,500	13,034	264	31,798	396,798
John B. Veihmeyer	—	345,000	40,120	21,261	264	61,645	406,645
John S. Weinberg	—	314,997	19,153	17,355	66	36,574	351,571

Annual Board membership fee	$315,000
Annual Lead Independent Director fee	$ 50,000
Annual Audit Committee chair fee	$ 30,000
Annual Compensation, Talent and Culture Committee chair fee	$ 25,000
Annual other Committee chair fees	$ 20,000

Fees Paid to PricewaterhouseCoopers	Year ended December 31, 2024 ($) (000)	Year ended December 31, 2025 ($) (000)
Audit Fees¹	41,300	44,900
Audit-Related Fees²	5,700	7,600
Tax Fees³	2,400	2,400
All Other Fees⁴	—	200
Total Fees	49,400	55,100


	2026 Proxy Statement		Proposal 2. Ratification of Independent Registered Public Accounting Firm			38


Proposal 3. Approval of the Compensation of the Named Executives			39

2025 PSU TSR Peer Group	The peer group identified on page 48 against whom Ford’s rTSR over a three-year performance period will be measured to determine the results and payout of Ford’s 2025 PSU grants to Named Executives.
Board	Ford’s Board of Directors
Bonus Plan	Annual Performance Bonus Plan
CD&A	Compensation Discussion & Analysis
CEO	Chief Executive Officer
Committee	The Compensation, Talent and Culture Committee of the Board
Company	Ford Motor Company, also referred to herein as “Ford,” “we,” or “us”
Compensation Survey Peer Group	The peer group(s) the Committee uses as one of several factors in evaluating the competitiveness of overall compensation opportunities and specific elements of compensation for Ford’s executive officers. See “External Market Analysis” beginning on page 55 for more information on Compensation Survey Peer Groups.
EBIT	Earnings before interest and taxes. Adjusted EBIT is a non-GAAP financial measure. See Appendix III to this Proxy Statement for more information on Adjusted EBIT and its reconciliation to its most comparable GAAP measure (Net Income/(Loss) Attributable to Ford).
Ford	Ford Motor Company, also referred to herein as the “Company,” “we,” or “us”
LTIP	The Ford Motor Company 2023 Long-Term Incentive Plan
Named Executives	The executive officers of Ford identified on page 42
PSU	Performance Stock Unit
RSU	Restricted Stock Unit
rTSR	Relative Total Shareholder Return
SEC	United States Securities and Exchange Commission

Compensation Discussion & Analysis	41
Executive Compensation Overview	42
Our Named Executives	42
2025 Business Highlights	42
Total Rewards Philosophy	43
Elements of Executive Compensation	43
2025 Named Executive Compensation	45
Named Executive Target Total Direct Compensation	45
Annual Performance Bonus Plan	46
2025 Annual Performance Bonus Plan Results	47
Long-Term Incentive Plan	47
2023 PSU Results and Payouts	49
Executive Snapshots	51
Benefits and Perquisites	53
Generally	53
Retirement Plans	53

	Compensation Planning	54
	Compensation Planning Cycle	54
	Informed Compensation Decisions	55
	External Market Analysis	55
	Say-On-Pay Results	57
	Risk and Governance	57
	Annual Compensation Risk Assessment	57
	Stock Ownership Guidelines	57
	Clawback Policies	58
	Policy on Dividend Equivalents on Equity Awards	58
	Timing of Equity Grants	58
	Tax Considerations	59
	Compensation Committee Report	59
	Compensation Committee Interlocks and Insider Participation	59


	2026 Proxy Statement		COMPENSATION DISCUSSION AND ANALYSIS (“CD&A“)			42

James D. Farley, Jr.	William Clay Ford, Jr.	Sherry House	John T. Lawler*	Alicia Boler Davis	J. “Doug” Field
President and Chief Executive Officer	Executive Chair	Chief Financial Officer	Vice Chair	President, Ford Pro	Chief EV, Digital, and Design Officer

* Mr. Lawler also served as Chief Financial Officer until February 2025.


Results-focused programs in alignment with shareholder interests that reward short and long-term success at the enterprise, division, team, and individual levels.	Attractive and competitive in the market for talent with the desired skills and capabilities, prioritizing individual expertise and contribution over hierarchy.	Inclusive and equitable, irrespective of gender, race, or similar personal characteristics.	Affordable to the business, making intentional choices about Total Rewards investments that distinguish Ford as an employer.	Responsive to changing industry, company, and employee priorities through program design.	Simple and transparent programs and experiences that meet a diverse set of employee needs.