DEF 14A of Ford Motor Co, Mar 28, 2025

DEF 14A of Ford Motor Co

Filed Mar 28, 2025 · FY20240001104659-25-029100

Open on EDGAR

  1. March 28, 2025

    | COMPENSATION OF NAMED EXECUTIVES | 67 | | Summary Compensation Table | 67 | | Grants of Plan-Based Awards in 2024 | 70 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 71 | | Option Exercises and Stock Vested in 2024 | 72 | | Pension Benefits in 2024 | 72 | | Nonqualified Deferred Compensation in 2024 | 73 | | Potential Payments Upon Termination or Change-in-Control | 75 | | Equity Compensation Plan Information | 78 | | Pay Ratio | 79 | | Pay Versus Performance | 80 | | Proposal 4. Approval of the Tax Benefit Preservation Plan | 84 | | Shareholder Proposals | 87 | | Proposal 5. Shareholder Proposal | 87 | | Proposal 6. Shareholder Proposal | 90 | | Other Items | 94 | | Questions and Answers About the Proxy Materials | 96 | | Instructions for the Virtual Annual Meeting | 99 | | Appendix I. Tax Benefit Preservation Plan | I-1 | | Appendix II. Cautionary Note on Forward-Looking Statements | II-1 | | Appendix III. Non-GAAP Financial Measures | III-1 |

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  3. DIRECTOR NOMINEES

    | | Age | Director Since | Qualifications | Committees | Other Board | | Kimberly A. Casiano Independent President, Kimberly Casiano & Associates, San Juan, Puerto Rico | 67 | 2003 | | Audit Nominating & Governance Sustainability, Innovation & Policy | | | Adriana Cisneros Independent CEO, Cisneros Group | 45 | 2024 | | Nominating & Governance Sustainability, Innovation & Policy | AST Spacemobile, Inc. Mattel, Inc. | | Alexandra Ford English Former Director of Global Brand Merchandising, Ford Motor Company | 37 | 2021 | | Finance Sustainability, Innovation & Policy | | | James D. Farley, Jr. President & Chief Executive Officer, Ford Motor Company | 62 | 2020 | | | Harley-Davidson, Inc. | | Henry Ford III Former Director of Investor Relations, Ford Motor Company | 44 | 2021 | | Finance Sustainability, Innovation & Policy | | | William Clay Ford, Jr. Executive Chair & Chair of the Board of Directors, Ford Motor Company | 67 | 1988 | | Finance (Chair) Sustainability, Innovation & Policy | | | William W. Helman IV Independent General Partner, Greylock Partners | 66 | 2011 | | Finance Nominating & Governance Sustainability, Innovation & Policy (Chair) | Vornado Realty Trust | | Jon M. Huntsman, Jr. Vice Chairman & President, Strategic Growth, Mastercard Incorporated | 65 | 2020 | | Sustainability, Innovation & Policy | Chevron Corporation | | William E. Kennard Independent Co-Founding Partner, Astra Capital Management | 68 | 2015 | | Finance Nominating & Governance (Chair) Sustainability, Innovation & Policy | AT&T Inc. MetLife, Inc. | | John C. May Independent Chairman & Chief Executive Officer, Deere & Company | 56 | 2021 | | Compensation, Talent and Culture Finance Nominating & Governance | Deere & Company | | Beth E. Mooney Independent Retired Chairman & Chief Executive Officer, KeyCorp | 70 | 2019 | | Audit Nominating & Governance | AT&T Inc. | | Lynn Vojvodich Radakovich Independent Former Executive Vice President & Chief Marketing Officer, Salesforce | 57 | 2017 | | Compensation, Talent & Culture (Chair) Nominating & Governance Sustainability, Innovation & Policy | Booking Holdings Inc. Dell Technologies Inc. | | John L. Thornton Lead Independent Director Chairman, Barrick Gold Corporation | 71 | 1996 | | Compensation, Talent & Culture Finance Nominating & Governance | Barrick Gold Corporation Lenovo Group Limited | | John B. Veihmeyer Independent Retired Chairman & Chief Executive Officer, KPMG, LLP, retired Chairman of KPMG International | 69 | 2017 | | Audit (Chair) Nominating & Governance | | | John S. Weinberg Independent Chief Executive Officer & Chairman of the Board of Directors, Evercore Inc. | 68 | 2016 | | Compensation, Talent & Culture Finance Nominating & Governance Sustainability, Innovation & Policy | Evercore Inc. |

  4. CD&A Overview

    | 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 65) 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, which have not been granted since 2020 Pay out dividend equivalents on equity awards during vesting periods or performance periods Provide excessive perquisites |

  5. Our Governance Practices

    | Mandatory Deferral of Compensation for Directors. In 2024, 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. | | Insider Trading Policy, Including Hedging and Pledging. Consolidated insider trading policy that includes prohibition on officers hedging their exposure to, and limitations on pledging, Ford common stock (see pages 15 and 18). | | Overboarding. We limit the number of outside public company boards on which our directors and officers may serve. |

  6. BOARD COMMITTEE FUNCTIONS

    | 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, 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 2024: 7 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 66 | | |

  7. RISK ASSESSMENT REGARDING COMPENSATION POLICIES AND PRACTICES

    use of RSUs that vest ratably over three years and PSUs that have a three-year performance period that measures performance against rTSR; ▪ general provision of long-term equity-based compensation on an annual basis to senior executives — we believe that accumulating equity over a period of time encourages executives to take actions that promote the long-term sustainability of our business; ▪ double-trigger change in control provisions for equity grants; and ▪ stock ownership goals that align the interests of executive officers with those of our shareholders — this discourages executive officers from focusing on short-term results without regard to longer-term consequences. Our Compensation, Talent and Culture Committee considered compensation risk implications during its deliberations on the design of our executive compensation programs with the goal of appropriately balancing short-term incentives and long-term performance. Hedging and Pledging Policies. Officers are prohibited from engaging in hedging their exposure to directly or indirectly owned Ford common stock, whether obtained through compensation, open-market purchases, or otherwise. Hedging includes the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Ford common stock. Officers are prohibited from engaging in pledging directly or indirectly owned Ford common stock to secure obligations of a brokerage margin account. Officers may pledge shares of Ford common stock other than in brokerage margin accounts as long as the following conditions are met: (i) only shares that exceed applicable stock ownership guidelines may be pledged and (ii) any such pledge receives the prior approval of the Chief Executive Officer and Office of the General Counsel. Regarding directors, the 2024 Stock Plan for Non-Employee Directors prohibit the hedging and pledging of common stock received pursuant to the plans.

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | Kimberly A. Casiano | | | | ▪ Age: 67 ▪ 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 Casiano Communications in 1987 and has held various management positions during her time with the company. 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. | | | Former Public Company Directorships Within the Past Five Years: Mutual of America, a provider of retirement services and investments to employers, employees, and individuals | |

  10. Director Nominees

    | Adriana Cisneros | | | | ▪ Age: 45 ▪ Independent Director Since: 2024 Committees: Nominating and Governance; Sustainability, Innovation and Policy | | Experience: Since 2013, Ms. Cisneros has served as Chief Executive Officer (CEO) of Cisneros Group (“Cisneros”), a privately held company with over 95 years’ experience operating businesses globally with divisions focused on media and entertainment, digital advertising solutions, real estate, and social leadership. Previously, Ms. Cisneros served as Vice Chairman and Director of Strategy at Cisneros. Ms. Cisneros serves as a director of Mattel, Inc., AST Spacemobile, Inc., and the Paley Center for Media. She is a trustee of the Knight Foundation and serves on the boards of numerous nonprofit organizations. Ms. Cisneros is a passionate supporter of arts and education and is actively involved in institutions such as the Museum of Modern Art in New York City and its Latin American Acquisitions Committee. | | | Reasons for Nomination: Ms. Cisneros’ success transforming a family company through innovation and digital strategy provides Ford with valuable experience as the Company continues to improve its leadership in these areas. Her extensive experience operating global businesses in digital advertising solutions, real estate, and social leadership provides valuable insight to the Company. Ms. Cisneros also has extensive public, private, and charitable board experience. | | | Other Current Public Company Directorships: AST SpaceMobile, Inc., a cellular broadband company, and Mattel, Inc., a global toy and family entertainment company | |

  11. Director Nominees

    | 28 PROPOSAL 1 | | 2025 Proxy Statement |

  12. Director Nominees

    | Alexandra Ford English | | | | ▪ Age: 37 ▪ 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. Prior to July 2017, 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 one of Ford’s internal divisions tasked with developing and bringing to market innovative mobility solutions. In that position, Ms. English was responsible for, among other things, the successful deployment and operation of new Ford business teams in Miami, Austin, and Washington, D.C. Previously, Ms. English was an integral part of one of Ford’s mobility solutions teams, 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. From May 2020 to May 2021, Ms. English served on the board of Rivian, an automotive company. 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 and new vehicle technology provide an important perspective to the Board during the Company’s transformation. 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 | |

  13. Director Nominees

    | James D. Farley, Jr. | | | | ▪ Age: 62 ▪ 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 is also a member and serves on the executive committee of The Business Council. | | | 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 building a more resilient company that thrives at the intersection of great vehicles, iconic brands, innovative software, and high-value services. Ford benefits from Mr. Farley’s 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. | | | Other Current Public Company Directorships: Harley-Davidson, Inc., a global motorcycle manufacturer | |

  14. Director Nominees

    | PROPOSAL 1 | | 2025 Proxy Statement | 29 |

  15. Director Nominees

    | Henry Ford III | | | | ▪ Age: 44 ▪ 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. | |

  16. Director Nominees

    | William Clay Ford, Jr. | | | | ▪ Age: 67 ▪ 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 has long been recognized for advancing connectivity, efficiency, and freedom of choice in the automobile industry. As an industry leader, and an early and influential advocate for sustainability at the Company, Mr. Ford adds significant value to Board deliberations. | |

  17. Director Nominees

    | 30 PROPOSAL 1 | | 2025 Proxy Statement |

  18. Director Nominees

    | William W. Helman IV | | | | ▪ Age: 66 ▪ 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. | | | Other Current Public Company Directorships: Vornado Realty Trust, a real estate investment trust | |

  19. Director Nominees

    | Jon M. Huntsman, Jr. | | | | ▪ Age: 65 ▪ Director Since: 2020 (also served 2012-2017) Committees: Sustainability, Innovation and Policy | | Experience: Governor Huntsman has served as Vice Chairman and President, Strategic Growth at Mastercard Incorporated, a technology company in the global payments industry, since 2024. In his role at Mastercard, Governor Huntsman leads 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. | | | Other Current Public Company Directorships: Chevron Corporation, a holding company of subsidiaries that engage in integrated energy and chemicals operations | | | Former Public Company Directorships Within the Past Five Years: Mobileye Global, Inc., a company that develops and provides advanced driver assistance systems and autonomous driving technologies and solutions | |

  20. Director Nominees

    | PROPOSAL 1 | | 2025 Proxy Statement | 31 |

  21. Director Nominees

    | William E. Kennard | | | | ▪ Age: 68 ▪ Independent Director Since: 2015 Committees: Finance; Nominating and Governance (Chair); Sustainability, Innovation and Policy | | Experience: Mr. Kennard has served as a co-founding partner of Astra Capital Management, a private equity firm since 2016. Mr. Kennard has been a member of the operating executive board of Staple Street Capital, a private equity firm, since 2013. 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. | | | Other Current Public Company Directorships: AT&T Inc., a telecommunications service provider, and MetLife, Inc., a financial services company | | | Former Public Company Directorships Within the Past Five Years: Duke Energy Corporation, a gas and electric utility company | |

  22. Director Nominees

    | John C. May | | | | ▪ Age: 56 ▪ 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”), a global leader in the production of agricultural, construction, and forestry equipment and solutions, 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. | | | Other Current Public Company Directorships: Deere & Company | |

  23. Director Nominees

    | 32 PROPOSAL 1 | | 2025 Proxy Statement |

  24. Director Nominees

    | Beth E. Mooney | | | | ▪ Age: 70 ▪ 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 KeyCorp in April 2006 as Vice Chair of Key Community Bank, and in 2010 was elected to KeyCorp’s board of directors. Ms. Mooney was Chief Financial Officer from 2004 to April 2006 and Senior Executive Vice President from 2000 to 2004 at Alabama-based AmSouth Bancorporation (now Regions Financial Corp). She 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 provides Ford with valuable insight into these key areas. | | | Other Current Public Company Directorships: AT&T Inc., a telecommunications service provider | | | Former Public Company Directorships Within the Past Five Years: Accenture plc, a global professional services company, and KeyCorp, a bank holding corporation | |

  25. Director Nominees

    | Lynn Vojvodich Radakovich | | | | ▪ Age: 57 ▪ Independent Director Since: 2017 Committees: Compensation, Talent and Culture (Chair); Nominating and Governance; Sustainability, Innovation and Policy | | Experience: Ms. Vojvodich Radakovich has served as a director of Booking Holdings since 2016 and a director of Dell Technologies, Inc since 2019. She is also a member of the Board of Figma, a collaborative design platform that helps teams around the world create software. Ms. Vojvodich Radakovich was Executive Vice President and Chief Marketing Officer of salesforce.com, Inc. (“Salesforce”), a cloud-based software company, 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 has served as an advisor to start-up and growth-stage technology companies. | | | Reasons for Nomination: Ms. Vojvodich Radakovich has a wealth of expertise in marketing technology and innovation, market analysis, and the software industry. Ms. Vojvodich Radakovich provides valuable guidance on the use of digital strategies and how the Company should market and position itself in its three customer-centered business segments. 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. | | | Other Current Public Company Directorships: Booking Holdings Inc., an online travel reservation company, and Dell Technologies Inc., a provider of integrated technology solutions, products, and services | |

  26. Director Nominees

    | PROPOSAL 1 | | 2025 Proxy Statement | 33 |

  27. Director Nominees

    | John L. Thornton | | | | ▪ Age: 71 ▪ 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 Avathon, 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), China Securities Regulatory Commission, 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. | | | Other Current Public Company Directorships: Barrick Gold Corporation, a mining company, and Lenovo Group Limited, a global technology company | | | Former Public Company Directorships Within the Past Five Years: AltC Acquisition Corp., a special purpose acquisition company (currently known as Oklo Inc.) | |

  28. Director Nominees

    | 34 PROPOSAL 1 | | 2025 Proxy Statement |

  29. Director Nominees

    | John B. Veihmeyer | | | | ▪ Age: 69 ▪ Independent Director Since: 2017 Committees: Audit (Chair); Nominating and Governance | | Experience: Mr. Veihmeyer served as Chairman of KPMG International, a global accounting firm, 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 Chair of the Board of Trustees of the University of Notre Dame. He also serves as Board Chair of the Ladies Professional Golf Association and Chair Emeritus of 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 building and sustaining an inclusive culture. Mr. Veihmeyer has invaluable financial expertise, executive leadership experience, risk management skills, international exposure, and understanding of complex regulatory environments. | | | Former Public Company Directorships Within the Past Five Years: Zanite Acquisition Corp., a special purpose acquisition company | |

  30. Director Nominees

    | John S. Weinberg | | | | ▪ Age: 68 ▪ Independent Director Since: 2016 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance; Sustainability, Innovation and Policy | | Experience: Since February 2022, Mr. Weinberg has served as the Chief Executive Officer and Chairman of the Board of Evercore, an investment banking firm. Prior to 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 until July 2020. Prior to joining Evercore, 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. | | | Other Current Public Company Directorships: Evercore Inc. | |

  31. Director Nominees

    | PROPOSAL 1 | | 2025 Proxy Statement | 35 |

  32. Director Compensation in 2024

    Director Compensation in 2024

  33. Director Compensation in 2024

    | (a) | (b) | (c) | | | | (d) | (e) | | Name | Fees Earned or Paid in Cash 1 ($) | Stock Awards 2 ($) | Perquisites/ Evaluation Vehicles 3 ($) | Tax Reimbursement ($) | Life Insurance Premiums 4 ($) | All Other Compensation 5 ($) | Total 5 ($) | | Kimberly A. Casiano | 100,000 | 214,991 | 12,648 | 9,665 | 264 | 22,576 | 337,567 | | Adriana Cisneros | — | 157,495 | 2,819 | 700 | — | 3,519 | 161,015 | | Alexandra Ford English | — | 314,997 | 43,896 | 19,184 | 264 | 63,344 | 378,341 | | Henry Ford III | 100,000 | 214,991 | 42,296 | 17,616 | 264 | 60,177 | 375,168 | | William W. Helman IV | 120,000 | 214,991 | 9,571 | 8,549 | — | 18,120 | 353,111 | | Jon M. Huntsman, Jr. | 100,000 | 214,991 | 47,768 | 20,378 | 264 | 68,410 | 383,401 | | William E. Kennard | 120,000 | 214,991 | 46,911 | 17,512 | 264 | 64,687 | 399,678 | | John C. May II | — | 314,997 | 13,089 | 12,175 | 264 | 25,528 | 340,525 | | Beth E. Mooney | 100,000 | 214,991 | 17,327 | 10,031 | 66 | 27,424 | 342,415 | | Lynn Vojvodich Radakovich | 125,000 | 214,991 | 53,487 | 26,121 | 264 | 79,873 | 419,864 | | John L. Thornton | 150,000 | 214,991 | 12,613 | 11,728 | 264 | 24,605 | 389,597 | | John B. Veihmeyer | — | 344,993 | 41,269 | 22,320 | 264 | 63,852 | 408,846 | | John S. Weinberg | — | 314,997 | 18,024 | 16,928 | 66 | 35,018 | 350,015 |

  34. Director Compensation in 2024

    1 Fees. The Board of Directors makes decisions relating to non-employee director compensation. Any proposed changes are reviewed in advance and recommended to the Board by the Nominating and Governance Committee. Effective as of January 1, 2017, the Board of Directors agreed that the following compensation will be paid to non-employee directors of the Company:

  35. Director Compensation in 2024

    | 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 |

  36. Director Compensation in 2024

    Directors who are also Company employees are not separately compensated for their service on the Board. The compensation paid to James D. Farley, Jr. and William Clay Ford, Jr. in their respective positions of President and CEO and Executive Chair is set forth in the Compensation Discussion & Analysis, beginning on page 42. Ms. Cisneros elected to receive 100% of her fees in RSUs. The fees paid to Ms. Cisneros were pro-rated for her time of service as a director in 2024 (July 11-December 31). As discussed in footnote 2 below, a portion of the annual Board membership fee (currently 68%) is paid in RSUs, and directors may elect to receive all or a portion of their remaining fees (including any Committee chair or Lead Independent Director fees) in RSUs pursuant to the 2024 Plan. Pursuant to SEC rules, the dollar value of any fees any director elected to receive in RSUs in excess of the 68% of fees that are paid in RSUs pursuant to the 2024 Plan is shown in the “Fees Earned or Paid in Cash” column. 2 2024 Plan. Effective January 1, 2024, the Board adopted the 2024 Plan, which was approved by shareholders at the 2024 Annual Meeting. The 2024 Plan is structured so that a portion (currently set at 68%) of the annual Board membership fee is paid in RSUs. The amounts shown in column (c) are the grant date values of the RSUs relating to this portion of fees paid under the 2024 Plan. Each Director also has the option of having some or all of his or her remaining fees paid in RSUs pursuant to the 2024 Plan. The RSUs vest immediately upon grant. Each Director had the option to choose when the vested RSUs settle into shares of Ford common stock as follows: (i) immediately on the grant date; (ii) the earlier of five years from the date of grant and separation from the Board; or (iii) upon separation from the Board. The Board adopted the 2024 Plan because the RSUs settle in shares of common stock, thus aligning the interests of directors and shareholders. Directors are not permitted to sell, hedge, or pledge the mandatory portion of the Annual Board fees until after separation from the Board, even if the RSUs settle into shares of common stock prior to separation from the Board. In light of the requirement that approximately 68% of annual director fees are paid in RSUs, and that directors may not dispose of such RSUs or shares of stock until after separation from the Board, there is no minimum share ownership requirement for members of the Board. If dividends are paid on common stock, Dividend Equivalents are paid in additional RSUs on RSU balances for those directors whose RSUs have not settled into shares of common stock. For any directors whose RSUs have settled into shares of common stock, they are required to reinvest dividends on such shares into additional shares of common stock until separation from the Board. Perquisites and Evaluation Vehicle Program. All amounts shown in this column reflect: (i) the cost of evaluation vehicles provided to non-executive Directors; (ii) the cost of gifts made to or on behalf of the directors, and (iii) the cost of healthcare insurance premiums for the seven directors that have elected Company-provided healthcare insurance that is identical to healthcare insurance provided to employees, except that directors do not pay any portion of the premium. We calculate the aggregate incremental costs of providing the evaluation vehicles by estimating the lease fee of a comparable vehicle under our Management Lease Program. The lease fee under

  37. Director Compensation in 2024

    | 36 PROPOSAL 1 | | 2025 Proxy Statement |

  38. Director Compensation in 2024

    that program takes into account the cost of using the vehicle, maintenance, license, title and registration fees, and insurance. We provide non-executive directors with the use of up to two Company vehicles free of charge. Directors are expected to provide evaluations of the vehicles to the Company. Life Insurance. The amounts shown in this column reflect life insurance premiums paid by the Company for each non-employee director. Ford offers non-employee directors $200,000 of life insurance which ends when a director retires. A director can choose to reduce life insurance coverage to $50,000 and lower income imputation. Effective January 1, 2014, the non-employee director life insurance program was changed to allow former employees who become directors to participate in the program and keep the life insurance coverage provided to retired employees. 5 Amounts in table may not sum due to rounding. Your Board’s recommendation: FOR the election of each of the Director Nominees

  39. Director Compensation in 2024

    | PROPOSAL 1 | | 2025 Proxy Statement | 37 |

  40. Director Compensation in 2024

    Proposal 2. Ratification of Independent Registered Public Accounting Firm The Audit Committee of the Board of Directors selects and hires the independent registered public accounting firm. You must ratify the Audit Committee’s selection for 2025. The Audit Committee selected PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) to perform an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board for 2025. PricewaterhouseCoopers is well qualified and has served as our independent registered public accounting firm since 1946. Representatives of PricewaterhouseCoopers will be present at the meeting with the opportunity to make a statement and answer appropriate questions. Amounts paid by the Company to PricewaterhouseCoopers for audit and non-audit services rendered in 2024 and 2023 are disclosed in the table below. Ford management will present the following resolution to the meeting: “RESOLVED, That the selection, by the Audit Committee of the Board of Directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm to perform an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board for 2025 is ratified.” Your Board’s recommendation: FOR Proposal 2

  41. Audit Committee

    | 2024 PSU TSR Peer Group | The peer group identified on page 53 against whom Ford’s rTSR over a three-year performance period will be measured to determine the results and payout of Ford’s 2024 PSU grants to Named Executives. | | BEP-Company Match | Benefit Equalization Plan-Company Matching Contribution | | BEP-FRP | Benefit Equalization Plan-Ford Retirement Plan | | BEP-GRP | Benefit Equalization Plan-General Retirement Plan Contribution | | 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 “Competitive Survey” beginning on page 62 for more information on Compensation Survey Peer Groups. | | DB SERP | Defined Benefit Supplemental Executive Retirement Plan | | DC SERP | Defined Contribution Supplemental Executive Retirement Plan | | 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). | | ESAP | Executive Separation Allowance Plan | | Ford | Ford Motor Company, also referred to herein as the “Company,” “we,” or “us” | | FRP | Ford Retirement Plan (FRP) Contribution (eligible to employees hired January 1, 2004 and after), part of SSIP as of December 31, 2018 | | GRP | General Retirement Plan (eligible to employees hired before January 1, 2004) | | LTIP | The Ford Motor Company 2023 Long-Term Incentive Plan | | Named Executives | The executive officers of Ford identified on page 43 | | Non-PEO Named Executives | All Named Executives other than the PEO | | NYSE | New York Stock Exchange | | PEO | Principal Executive Officer; for Ford, this is our CEO | | PSU | Performance Stock Unit | | RSU | Restricted Stock Unit | | rTSR | Relative Total Shareholder Return | | SEC | United States Securities and Exchange Commission | | SRP | Select Retirement Plan (for defined benefit participants) | | SSIP | Savings and Stock Investment Plan | | SSIP-Company Match | Company matching contributions (eligible to employees hired January 1, 2004 and after) provided under the SSIP |

  42. Ford+ Plan Positions Company for Long-Term Value Creation

    Ford+ Plan Positions Company for Long-Term Value Creation The Ford team continued to adeptly manage through a complex landscape that includes technological, regulatory, competitive, and geopolitical change while making progress on its Ford+ plan for growth and value creation. In 2024, the company recorded solid profits on record revenue of $185 billion, which increased 5% year-over-year. This marks the fourth consecutive year of top-line growth, proving that our leading product portfolio of gas, diesel, hybrid, and electric vehicles is enabling global growth and offering customers unprecedented choice and value. Our top-line success was supported by our Ford+ plan and the strategic decision several years ago to focus our business on three customer-centered automotive businesses — Ford Blue, Ford Model e, and Ford Pro — and streamline our global product lineup to leverage our strengths, including vehicles for work, performance, and adventure. In addition to our iconic vehicles, the Ford+ plan supports a digital transformation that encompasses advanced technologies in our vehicles, while also building a powerful software and services business that creates lasting relationships with our customers, sustainable recurring revenue streams, and new avenues for growth. Across our three automotive businesses, Ford has reached 865,000 paid software subscriptions, an increase of close to 40% year-over-year with gross margins above 50% — an important step in improving customer satisfaction and loyalty and building a higher-margin, less cyclical business. The management team continues to make progress on quality and costs, with more work to do. In the second half of 2024, we delivered $500 million in net cost reductions. Our free cash flow is stronger and more consistent than just a few years ago. With Ford+, we are remaking the company into a higher-growth, higher-margin, more capital efficient, and more durable business. We believe that the key metrics in moving this transformation forward are reflected in our compensation program with the Bonus Plan focusing on financial stability, delivering quality to our customers, and growth for the future while our PSU program maintains strong alignment with our shareholders by focusing on relative total shareholder return. Our results for 2024 reflect our progress towards these key metrics and the significant obstacles we encountered with respect to quality and warranty cost, which leave opportunities for continued growth.

  43. Ford+ Plan Positions Company for Long-Term Value Creation

    | COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement | 43 |

  44. Ford+ Plan Positions Company for Long-Term Value Creation

    | 2024 Ford+ Business Highlights | | Ford + | | ◦ Continued to build a world-class team with domain expertise in areas such as supply chain management, manufacturing, software, and digital experiences; developing our high-performance culture with compensation tied directly to key company goals that will deliver shareholder value. ◦ Responded effectively to electric vehicle market dynamics including a slower rate of growth than expected, significant price competition, and a new group of low-cost, technologically advanced competitors. The team broadened the electrification strategy to bring to market additional hybrid vehicles, rationalized the EV product roadmap, and resized battery manufacturing capacity — all important steps to building a competitive, successful, and profitable EV business. ◦ Managed complicated geopolitical issues around the world and continued the successful turnaround of our international business, recording positive EBIT outside North America for the third year in a row. Ford of China contributed $900 million in EBIT, including exports. In Europe, where the auto industry faces unprecedented competitive, regulatory, and economic headwinds, we are restructuring business operations to be cost competitive and working with governments, labor unions, and other stakeholders to ensure a long-term sustainable future. ◦ Improved three months in service quality on 2024 models resulting in Ford moving up 14 positions in the J.D. Power 2024 Initial Quality Study. Reduced the number of safety recall notices issued by 45% between 2022 and 2024. ◦ Refurbishing and reinventing Detroit’s once abandoned Michigan Central Station as a technology and innovation hub that can attract new talent and partners. ◦ Continued to serve communities around the world, including working with Ford Philanthropy to rebuild communities impacted by weather-related disasters. | | Ford Blue | | ◦ Reported Ford Blue revenue of $101.9 billion with EBIT of $5.3 billion and an EBIT margin of 5.2%. The Ford brand was No. 1 in the U.S. in terms of share of revenue. ◦ Continued Ford’s truck leadership. The F-Series was America’s No. 1 selling truck for the 48th straight year. The Ranger was named the 2025 North American Truck of the Year and is a significant contributor to growth in markets outside of North America. Ford Puma was the No. 1 selling vehicle in the U.K. ◦ Recorded 40% sales increase of hybrid vehicles in 2024 over 2023. Ford is No. 1 in hybrid trucks in the U.S. with an estimated 75% segment share. | | Ford Model e | | ◦ Ford was the America’s No. 2 electric vehicle brand for the third consecutive year ◦ Mustang Mach-E sales rose 27%, making it the second best-selling electric SUV in the U.S. behind Tesla’s Model Y in 2024. F-150 Lightning sales increased 39% and E-Transit sales rose 64% this year compared to 2023. ◦ Ford led the industry with The Ford Power Promise, which includes the complimentary installation of home charging. By making it easy to fill up at home, The Ford Power Promise helps make EV ownership easy and gives customers the confidence to choose a Ford EV. ◦ Expanded availability of Ford’s industry-leading BlueCruise hands-free driving technology in the United States and to 17 other countries, where it has now been used to travel more than 310 million miles. | | Ford Pro | | ◦ Increased Ford Pro’s revenue to $66.9 billion, a 15% increase year-over-year. Achieved EBIT of $9 billion, rising $1.8 billion — an EBIT margin of 13.5%. ◦ Extended Ford Pro’s industry leadership as the top selling commercial vehicle brand in Europe for the 10th straight year. Ford Transit is America’s No. 1 selling van. ◦ Delivered high-margin software and physical services to commercial customers which contributed 13% to Ford Pro’s EBIT. Ford Pro’s Intelligence software subscriptions were up 27% year-over-year to nearly 650,000 including telematics, fleet, and charging management software. | | Ford Credit | | ◦ Delivered EBT of $1.7 billion and 8% growth in receivables; improved customer access and loyalty with products such as Flex Buy and extended terms; significantly progressed digital tools, including prequalification, online applications, and self-service. |

  45. Ford+ Plan Positions Company for Long-Term Value Creation

    | 44 COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement |

  46. Ford+ Plan Positions Company for Long-Term Value Creation

    | | Executive Compensation Overview |

  47. GUIDING PRINCIPLES

    | | | | | | | | 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. |

  48. ELEMENTS OF EXECUTIVE COMPENSATION

    | 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 65) 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 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, which have not been granted since 2020 Pay out dividend equivalents on equity awards during vesting periods or performance periods Provide excessive perquisites |

  49. EXECUTIVE COMPENSATION HIGHLIGHTS FOR 2024

    EXECUTIVE COMPENSATION HIGHLIGHTS FOR 2024 The Committee continually reviews performance-based plans for alignment with our ability to deliver products and services as committed to in the Ford+ plan. Bonus Plan and PSU Design: With our ambitious Ford+ plan in mind, the Committee approved metrics and weightings shown below for the 2024 Annual Performance Bonus Plan and PSUs granted to Named Executives in 2024 (the “2024 PSU Grants”).

  50. EXECUTIVE COMPENSATION HIGHLIGHTS FOR 2024

    | | The 2024 Annual Performance Bonus Plan metrics represent core financial stability (Company Adjusted EBIT Margin), improvement in delivering quality to our customers (Quality), and growth in two areas crucial to our future (Global Electric Vehicle Retail Volume and Connected Services Revenue). These metrics tie to our Ford+ Plan and represent short-term stepping stones that we expect to drive sustainable long-term value creation for shareholders. |

  51. EXECUTIVE COMPENSATION HIGHLIGHTS FOR 2024

    | | The 2024 PSU design, which gives 100% weight to our three-year rTSR, clearly ties executive long-term incentive opportunities with our ability to deliver market-leading value to our shareholders. |

  52. EXECUTIVE SNAPSHOTS

    | James D. Farley, Jr. | 2024 Compensation ($000) Mr. Farley’s 2024 Base Salary and LTIP Award are unchanged from 2023. | | President and Chief Executive Officer | | | 2024 Performance | Bonus Plan Award Individual Performance Factor: 69% | | ▪ Led company to deliver solid financial results in 2024 including $10.2 billion (EBIT) on record revenue of nearly $185 billion. EBIT declined from 2023 by 2% and was short of the Company Adjusted EBIT Margin target. ▪ Recruited top talent globally to execute the Ford+ plan. ▪ Continued to drive a more focused and differentiated product strategy to capitalize on Ford’s strengths in vehicles for work, performance, and adventure with a wide choice of powertrains. ▪ Advanced multi-billion-dollar turnaround in Ford’s international operations, including delivering profits at Ford’s operations in China, South America and International Markets Group. Initiated a restructuring in Europe, given the changing market dynamics and the need to position the business for profitable growth. ▪ Fell short of achieving Company quality goals for 2025 despite some progress. The company has delivered a 21% improvement in “three months in service” quality performance since 2020 and reduced the number of safety recall notices issued by 45% between 2022 to 2024. | ▪ Did not meet overall Company cost reduction objectives. The company, however, made progress on cost, most notably a $500 million absolute reduction in the second half of 2024 and continued cost reduction on in-market electric vehicles. ▪ Continued to build Ford’s software and services business, which is key to building a higher profit and less cyclical business. ▪ FordPro’s software and physical services represented 13% of Pro’s EBIT in 2024, in line with longer-term objective of 20%. FordPro’s revenue increased 15% to $67 billion with a full year EBIT of $9 billion, a margin of 13.5%. ▪ Recorded the best-ever electric vehicle sales globally, however, our retail volume fell short of targets. ▪ Lincoln delivered its highest retail sales in the U.S. in 17 years. ▪ Expanded Ford’s performance and motor sports strategy to build Ford’s brand, drive highly profitable sales of on and off-road performance vehicles, and speed innovation. ▪ Continued modernization of the company to improve competitive fitness, including building new office facilities, IT upgrades and manufacturing plant improvements. |

  53. EXECUTIVE SNAPSHOTS

    | William Clay Ford, Jr. | 2024 Compensation ($000) Mr. Ford’s 2023 Base Salary and LTIP Award are unchanged from 2023. | | Executive Chair | | | 2024 Performance | Bonus Plan Award Individual Performance Factor: 69% | | ▪ Shaped the direction of Ford’s highest priority strategic initiatives and partnerships through thought leadership and relationship-building with global stakeholders. ▪ While Ford delivered solid 2024 financial results, the company fell short of key performance goals, including Adjusted EBIT Margin, cost, and quality. ▪ Engaged strategically with governmental leaders and policymakers to advance Ford’s policy objectives around the world, including on trade, economic and regulatory issues affecting the company. ▪ Provided advice and counsel on strategy, brand, talent and culture to Jim Farley and senior leaders throughout the company. | ▪ Positioned Ford to attract new talent and ideas by playing a central role in the execution of strategic projects, including the multi-year restoration of Michigan Central Station as a high-profile innovation district. ▪ Engaged with Ford’s employees, dealers, nonprofit partners, and communities to protect and reinforce Ford’s corporate reputation as a highly trusted company. |

  54. ANNUAL PERFORMANCE BONUS PLAN

    ANNUAL PERFORMANCE BONUS PLAN

  55. ANNUAL PERFORMANCE BONUS PLAN

    | The Company’s annual cash bonus program incentivizes executives to work together to advance the Company’s strategic objectives and deliver on the Ford+ plan. Cash bonuses for executives and certain other employees, are made under the Annual Performance Bonus Plan. The 2024 Annual Performance Bonus Plan metrics emphasized the Company’s commitment to improving quality, leading a future that is increasingly driven by electrification and connectivity, and creating long-term growth and stakeholder value. For 2024, the Quality metric consisted of Repairs/1,000 within the first 90 days of ownership, which is a well understood industry standard metric that has a high correlation to time-in-service quality and to warranty cost per unit, both of which are critical to our competitiveness and business performance. | |

  56. ANNUAL PERFORMANCE BONUS PLAN

    Individual targets for the Annual Performance Bonus Plan are established by the Committee annually after considering, among other things, individual job duties and levels of responsibility, internal pay equity, and the results of competitive benchmarking. The targets for the 2024 performance period for the Named Executives are as follows:

  57. ANNUAL PERFORMANCE BONUS PLAN

    | Name | Target as % of Salary at December 31, 2024 | | James D. Farley, Jr. | 200% | | John T. Lawler | 150% | | William Clay Ford, Jr.* | 59% | | J. Doug Field | 125% | | Peter Stern | N/A |

  58. ANNUAL PERFORMANCE BONUS PLAN

    * As in past years, Mr. Ford’s Annual Performance Bonus target remained at $1 million in order to focus his total rewards package on long-term performance rather than short-term performance. ** Mr. Stern resigned from the Company effective as of December 31, 2024. As a result, he had no Annual Performance Bonus Plan individual target as of that date. Prior to Mr. Stern’s resignation, his Annual Performance Bonus Plan individual target was 125%.

  59. 2024 ANNUAL PERFORMANCE BONUS PLAN RESULTS

    2024 ANNUAL PERFORMANCE BONUS PLAN RESULTS Annual Performance Bonus Plan awards are based on a pre-established scale with various levels of achievement for each metric. The Committee believes that a scale which allows a maximum award of 200% of target incentivizes executives to exceed business objectives and is in line with competitive opportunities under bonus plans within our peer group. Conversely, if minimum performance levels are not met for all metrics, the payout is zero.

  60. 2024 ANNUAL PERFORMANCE BONUS PLAN RESULTS

    | COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement | 51 |

  61. 2024 ANNUAL PERFORMANCE BONUS PLAN RESULTS

    As indicated above, our overall achievement against the targets set for our 2024 Annual Performance Bonus Plan yielded a business performance factor of 69%. This result was largely driven by challenges in the quality metric. The final cash award paid to each Named Executive reflects adjustments based on individual performance toward key performance indicators and objectives and is set forth in their Executive Snapshots above. The Committee determined that it was appropriate to assign each Named Executive the individual performance factor set forth in their Executive Snapshot. The Committee believes the final 2024 payouts for the Named Executives are consistent with the performance-based nature of the Annual Performance Bonus Plan, holding executives accountable for and emphasizing the importance of both their individual performance and the performance of the Company.

  62. LONG-TERM INCENTIVE PLAN

    LONG-TERM INCENTIVE PLAN The Company’s equity-based long-term incentive program aligns executives’ interests with shareholder interests and promotes the long-term interests of the Company with a focus on total shareholder return. The structure of the LTIP directly furthers the Ford+ plan by incentivizing participating employees, including the Named Executives, to make decisions that promote long-term growth and return for the Company.

  63. LONG-TERM INCENTIVE PLAN

    | 52 COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement |

  64. LONG-TERM INCENTIVE PLAN

    Elements of Annual Long-Term Incentive Awards Structure of PSU Grants PSU awards provide a significant compensation opportunity tied to Ford’s long-term performance. For PSUs granted in 2024, the number of shares awarded as final awards in 2027 will depend entirely on Ford’s rTSR over a three-year performance period among a peer group consisting of other automotive manufacturers, including electric vehicle manufacturers (the “2024 PSU TSR Peer Group”). Final awards range from 0% to 200% of the target opportunity. The Committee selected rTSR as the sole performance metric for the 2024 PSU Grants because it provides a simple and transparent objective metric of Ford’s long-term performance. Just as the Ford+ plan focuses our teams on long-term growth and return, our 2024 PSU Grants are structured to do the same, focusing emphatically on the value we create for shareholders. The Committee chose to use the 2024 PSU TSR Peer Group, which consists of companies closely aligned with our business (global automotive manufacturing) rather than the Compensation Survey Peer Group (discussed on pages 62-63) because our TSR performance is more closely correlated with these companies, while our Compensation Survey Peer Group reflects the more expansive set of competitors with which we compete for talent. The 2024 PSU TSR Peer Group is unchanged from 2023 and consists of the following companies:

  65. LONG-TERM INCENTIVE PLAN

    | 2024 PSU TSR Peer Group | | | BMW | Renault | | BYD and NIO* | Rivian | | General Motors | Stellantis | | Honda | Subaru | | Hyundai | Suzuki | | Kia | Tesla | | Mercedes-Benz Group | Toyota | | Nissan | Volkswagen |

  66. LONG-TERM INCENTIVE PLAN

    Aggregated as one for purposes of TSR measurement

  67. LONG-TERM INCENTIVE PLAN

    | COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement | 53 |

  68. LONG-TERM INCENTIVE PLAN

    Awards Pursuant to Offer Letters Under the terms of his offer letter, Mr. Field received an additional equity award on November 15, 2024, that was designed as a “make-whole” award to offset the value of certain equity-based compensation Mr. Field forfeited from his former employer when he joined the Company. As specified in Mr. Field’s offer letter, this award was made under the LTIP in the form of RSUs vesting 33% immediately upon grant, 33% one year from the grant date, and the remaining 34% two years from the grant date, with the number of RSUs determined by dividing a target value of $6,000,000 by the fair market value (closing price) of Ford common stock on the grant date of his initial signing equity award which was granted on November 15, 2021. ▪ The fair market value of Ford common stock on November 15, 2021, was $19.86. As such, the total number of RSUs awarded to Mr. Field on November 15, 2024, was 302,114, which had a grant date fair value of $3,326,275. The fair market value (closing price) of Ford common stock on November 15, 2024, was $11.01. While the closing price as of the date of grant is lower than the closing price that determined the number of RSUs granted, no adjustments will be made to the award. As a result, the share price will need to grow meaningfully in order for Mr. Field to receive the value intended in the award agreement. Under the terms of his offer letter, Mr. Stern received an additional equity award under the LTIP on November 15, 2024. Because Mr. Stern’s employment with Ford ended on December 31, 2024, the RSUs granted on November 15, 2024 were forfeited. Value of 2024 Annual Long-Term Incentive Awards Annually, the Committee determines a target dollar value of equity awards to be granted under the LTIP for each executive after considering, among other things, individual job duties, levels of responsibility, future contributions, the retentiveness of equity allocations, and the results of competitive benchmarking. The Committee determines the number of shares subject to grant by converting the Committee-determined target dollar value of equity awards into a number of PSUs (60%) and RSUs (40%) based on the fair market value (closing price) of Ford common stock on the date of grant.

  69. LONG-TERM INCENTIVE PLAN

    | 2024 LTIP Target Opportunity | | | | | Name | PSUs | RSUs | Total | | James D. Farley, Jr. | $9,744,000 | $6,496,000 | $16,240,000 | | John T. Lawler | $2,592,000 | $1,728,000 | $4,320,000 | | William Clay Ford, Jr. | $7,596,000 | $5,064,000 | $12,660,000 | | J. Doug Field | $5,280,000 | $3,520,000 | $8,800,000 | | Peter Stern | $2,640,000 | $1,760,000 | $4,400,000 |

  70. LONG-TERM INCENTIVE PLAN

    | 54 COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement |

  71. 2022 PSU RESULTS AND PAYOUTS

    2022 PSU RESULTS AND PAYOUTS The performance period of the PSUs granted to our Named Executives in 2022 ended on December 31, 2024 (the “2022 PSU Grants”). The structure, metrics, and weightings for the 2022 PSU Grants are detailed below. The

  72. 2022 PSU RESULTS AND PAYOUTS

    | 2022 PSU TSR Peer Group | | | 3M | General Dynamics | | Aptiv | GE Aerospace* | | Boeing | General Motors | | BorgWarner | Honda | | BMW | Honeywell | | Caterpillar | Hyundai | | Continental | Magna | | Mercedes-Benz Group** | Raytheon Technologies | | Deere | Stellantis | | Denso | Tesla | | Dow | Toyota | | DuPont | Volkswagen | | * GE Aerospace is the legal successor to General Electric. | | | ** Daimler was renamed Mercedes-Benz Group in February 2022. | |

  73. 2022 PSU RESULTS AND PAYOUTS

    2022 PSU TSR Peer Group was identified using the factors shown on page 62 and consisted of the companies presented in the table to the right. Financial metric results are based on a pre-established formulaic scale with various levels of achievement for each metric that considers historical performance to each objective and allows a maximum award of 200%. When a minimum performance level is not met for a metric, the performance result for that metric is zero. The following chart shows our performance against the 2022 PSU metrics. It indicates overall achievement of 79% of the target level for the 2022-2024 performance period, consisting of: ▪ 106% average financial metric results for 2022 and 2023; and -25% modifier for TSR performance for the three-year period being within the bottom quartile of the 2022 PSU TSR Peer Group.

  74. 2022 PSU RESULTS AND PAYOUTS

    | COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement | 55 |

  75. 2022 PSU RESULTS AND PAYOUTS

    The Committee certified the 2022 PSU final awards to the Named Executives at 79% of the target level.

  76. 2023 AND 2024 PSUs — OPEN PERFORMANCE PERIODS

    2023 AND 2024 PSUs — OPEN PERFORMANCE PERIODS Final performance results for the 2023 PSU grants and 2024 PSU Grants will not be known until the end of their respective three-year performance periods and will be disclosed in the 2026 and 2027 Proxy Statements, respectively. The table below details the performance results for the completed fiscal years within the three-year performance periods for these PSU grants. The 2023 and 2024 grants results are based on a single rTSR metric with a 3-year performance period, measured against a payout scale with various levels of achievement and allows a maximum award of 200%. If a minimum performance level is not met for the rTSR metric, the payout for the entire grant will be zero.

  77. 2023 AND 2024 PSUs — OPEN PERFORMANCE PERIODS

    | 56 COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement |

  78. 2023 AND 2024 PSUs — OPEN PERFORMANCE PERIODS

    | 2023 PSU Grant | | | | 2024 PSU Grant | | | | | Target 3-Year Relative TSR Percentile Ranking amongst 2023 PSU TSR Peer Group | | | 50% | Target 3-Year Relative TSR Percentile Ranking amongst 2024 PSU TSR Peer Group | | | 50% | | Percentile ranking in 2023 PSU TSR Peer Group based on: | | | | Percentile ranking in 2024 PSU TSR Peer Group based on: | | | | | | Fiscal 2023 | Fiscal 2023 through 2024 | Fiscal 2023 through 2025 | | Fiscal 2024 | Fiscal 2024 through 2025 | Fiscal 2024 through 2026 | | Actual 1-Year Relative TSR | 13% | 19% | * | Actual 1-Year Relative TSR | 63% | * | ** | | Total | 2023-2025 * | | | Total | 2024-2026 ** | | |

  79. 2023 AND 2024 PSUs — OPEN PERFORMANCE PERIODS

    Determined at end of fiscal year 2025 and disclosed in 2026 Proxy Statement. ** Determined at end of fiscal year 2026 and disclosed in 2027 Proxy Statement.

  80. 2023 AND 2024 PSUs — OPEN PERFORMANCE PERIODS

    | | Benefits and Perquisites |

  81. RETIREMENT PLANS

    RETIREMENT PLANS We believe that the retirement plans described below serve several worthwhile business purposes, including retaining leadership talent, providing income security to long serving executives, and providing flexibility to us in transferring executives among our operations. We believe these programs to be reasonable and appropriate considering our executives’ total compensation program. For additional information, see the Pension Benefits in 2024 table on page 72 and the Nonqualified Deferred Compensation in 2024 table on page 74.

  82. RETIREMENT PLANS

    | The amounts shown in column (h) of the Summary Compensation Table on page 67 can vary significantly year to year and are driven by assumptions regarding discount rates and mortality tables, plan design, years of service, base pay, and employee age. These amounts do not reflect compensation that was paid for any year shown. |

  83. RETIREMENT PLANS

    | 58 COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement |

  84. RETIREMENT PLANS

    | Pre-2004 Plans | | | | Plan | Details | Eligibility & Participation | | General Retirement Plan (“GRP”) | Provides a tax-qualified defined benefit for each year of non-contributory participation (up to 35 years) by employees in the U.S. hired before January 1, 2004, and added benefits for those who make contributions. | Messrs. Ford and Lawler are eligible for benefits under these plans other than the SRP. During the periods for which Mr. Ford did not receive a cash salary (i.e., Nov. 2001 through Aug. 2010), each of these plans, excluding the GRP, provided him with benefits using a notional annual base salary and he continued to accrue credited and contributory service under those plans. Benefits under BEP-GRP, BEP-Company Match, DB SERP, ESAP, and SRP are not funded and, in accordance with Code Section 409A, benefits that accrued or vested on or after January 1, 2005, under these plans may not be paid to certain key executives until at least six months following their separation from employment. Messrs. Farley and Stern are not eligible to participate in SSIP- and BEP-Company Match. Mr. Field is eligible for benefits under the GRP and BEP-GRP based on his previous employment with the Company during the 1990’s. He is also eligible to participate in SSIP- and BEP-Company Match. He is not eligible for the DB SERP, ESAP, or SRP. | | Benefit Equalization Plan-GRP (“BEP-GRP”) | Provides eligible employees with benefits substantially equal to those they could have received under the GRP but were not able to because of Internal Revenue Code limitations. | | | Savings and Stock Investment Plan (“SSIP-Company Match”) | Provides a tax-qualified defined contribution benefit, Company Match, to U.S. salaried employees. | | | Benefit Equalization Plan-Company Match (“BEP-Company Match”) | Provides employees Company Match benefits substantially equal to those they would have received in the SSIP but were not able to because of Internal Revenue Code limitations. | | | Defined Benefit Supplemental Executive Retirement Plan (“DB SERP”) | Provides eligible executives a supplemental monthly benefit calculated on a percentage of a participant’s final average pay and service to certain eligible executives who separate from employment after age 55 (or age 52 if retiring under our SRP). This plan is closed to new entrants effective March 14, 2024. | | | Executive Separation Allowance Plan (“ESAP”) | Provides a percentage of salary, based on age and service, from the time of separation until age 65 to certain eligible executives who separate from employment after age 55 (or age 52 if retiring under our SRP). This plan is closed to new entrants effective March 14, 2024. | | | Select Retirement Plan (“SRP”) | A voluntary retirement program offered for select U.S. management employees and approved by the Committee. The Committee believes the SRP provides flexibility in executive succession planning. This plan is closed to new entrants effective March 14, 2024. | |

  85. RETIREMENT PLANS

    | COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement | 59 |

  86. RETIREMENT PLANS

    | 2004 and Later Plans | | | | Plan | Details | Eligibility & Participation | | Ford Retirement Plan Contributions (“FRP”) | To develop benefit programs that provide employees with income security and protection from catastrophic loss while minimizing our long-term liabilities, Ford added Ford Retirement Plan (“FRP”) contributions to the SSIP, a tax qualified defined contribution plan. FRP contributions provide us with more predictable retirement benefit costs and reduced financial statement volatility, achieved through a consistent contribution schedule and the transfer of financial and demographic risks to plan participants. The plan provides employees with the opportunity for adequate income in retirement. | FRP contributions are for salaried employees hired or rehired on or after January 1, 2004, in the U.S., including Messrs. Farley, Field, and Stern. | | Benefit Equalization Plan-FRP (“BEP-FRP”) | Provides employees FRP benefits substantially equal to those they would have received in the SSIP but were not able to because of Internal Revenue Code limitations. | | | Savings and Stock Investment Plan (“SSIP- Company Match”) | Provides a tax-qualified defined contribution benefit, Company Match, to U.S. salaried employees. | SSIP-Company Match is available to all salaried U.S. employees. | | Benefit Equalization Plan-Company Match (“BEP-Company Match”) | Provides employees Company Match benefits substantially equal to those they would have received in the SSIP but were not able to because of Internal Revenue Code limitations. | | | Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”) | Provides certain executives a notional account balance which provides retirement benefits in addition to those provided by FRP contributions. DC SERP contributions are calculated as a percentage of base salary based on the executive’s age and position. | To be eligible for DC SERP payments after separation (which must be a Company-approved separation), a participant must have attained at least 5 years of service at Leadership Level 4 or above (including executives), and either 55 years of age with 10 years of total service, or 65 years of age with 5 years of total service. The Committee has the discretion to waive the length of service eligibility requirements. |

  87. RETIREMENT PLANS

    | 60 COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement |

  88. RETIREMENT PLANS

    | | Compensation Planning |

  89. COMPETITIVE SURVEY

    These criteria provided a peer group that is: Representative of Ford’s competitors for talent; ▪ Stable even when competitors may not participate in the WTW survey process; and ▪ Robust enough to provide data for an expansive set of jobs across the Company. We also retained five companies from our previous peer group that provide pertinent data for key positions: 3M, GE Aerospace (formerly General Electric), Honeywell, Northrop Grumman, and General Dynamics. Our December 2024 peer group consisted of 84 companies. The makeup of each group is set forth below: GE Aerospace is the legal successor to General Electric.

  90. POLICY ON DIVIDEND EQUIVALENTS ON EQUITY GRANTS

    POLICY ON DIVIDEND EQUIVALENTS ON EQUITY GRANTS No dividend equivalents are paid out on Plan Awards during any performance period or vesting period. However, the Committee has approved the accrual and payment of dividend equivalents, if dividends are paid on our common stock, on PSUs and RSUs, denominated in additional PSUs or RSUs, as applicable. For PSUs, dividend equivalents are paid at the time of the final award and are equal to cash dividends that the participant would have received if he or she had owned the number of shares equal to 100% of the PSU grant during the performance period. Any dividend equivalents that accrue for PSUs will be paid at the same percentage as the final award payout related to the PSU. For example, if the PSU final award is 50% of the PSU Target, then only 50% of the accrued dividend equivalents related to that PSU will be paid out. For RSUs, dividend equivalents are paid upon the vesting of the RSUs and are equal to cash dividends that the participant would have received if he or she had owned the number of shares equal to the number of vesting RSUs. For the 2022, 2023, and 2024 grants reported in the Summary Compensation Table, the Committee decided each year that, for the Named Executives, when the underlying RSUs vest and when Final Awards are paid on PSUs following the end of a performance period, the accrued dividend equivalents will be paid in cash based on the fair market value of a share of Ford common stock on the date of the applicable vesting or Final Award.

  91. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS Annual grants of equity awards are typically determined at the February and/or March Committee meetings with an effective grant date in March to allow enough time for preparation of notification materials. At that time, data for previous performance periods is available to determine the final award size. The Committee also decides the effective date of the final awards, and the annual equity-based grants of RSUs, PSUs, and stock options (which have not been granted since 2020), if any. This timing allows for the grants to be effective after the release of earnings information for the prior fiscal year when the public is aware of the information and the information is reflected in the stock price used to value the awards. Under the terms of the LTIP, the exercise price of options, if any, will be the closing price of our common stock on the date of grant. If a stock option grant date occurs during a trading blackout period, the stock option grant will be effective the day after the blackout period expires. No options were granted in 2024.

  92. TIMING OF EQUITY AWARDS

    | COMPENSATION DISCUSSION AND ANALYSIS | | 2025 Proxy Statement | 65 |

  93. TIMING OF EQUITY AWARDS

    The Committee does not time equity grant dates to affect the value of compensation either positively or negatively. Executive officers do not play a role in the selection of grant dates. Special grants, whether approved by the Committee for executives or pursuant to authority delegated by the Committee for grants to employees other than executives, are effective either on a specified future date (e.g., a date that coincides with a promotion or hiring date or a quarterly grant date) or the date of approval. In the case of an approval by written consent, the grant date cannot be earlier than the date when the Committee member approvals have been obtained. From time to time, special circumstances may cause the Committee to grant annual equity awards outside of the annual February or March timeline. In such circumstances, the Committee continues to adhere to its practices of not timing equity grants to take advantage of material non-public information or affect the value of compensation either positively or negatively.

  94. TAX CONSIDERATIONS

    TAX CONSIDERATIONS Internal Revenue Code § 162(m). Under Internal Revenue Code Section 162(m), as amended by the Tax Cuts and Jobs Act, the Company may not deduct compensation in excess of $1.0 million paid to “covered individuals” (as defined in Section 162(m) which includes all of the Named Executives). Therefore, compensation in excess of $1.0 million paid to the Named Executives generally is not deductible by the Company for federal income tax purposes, subject to limited exceptions. Internal Revenue Code § 409A. Internal Revenue Code Section 409A provides that amounts deferred under nonqualified deferred compensation plans are includible in an employee’s income when vested unless certain requirements are met. If these requirements are not met, employees are also subject to an additional income tax and interest. All our supplemental retirement plans, severance arrangements, other nonqualified deferred compensation plans, as well as the Annual Performance Bonus Plan, the 2018 Long-Term Incentive Plan, and the 2023 Long-Term Incentive Plan are intended to meet these requirements. As a result, employees are expected to be taxed when the deferred compensation is actually paid to them.

  95. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  96. SUMMARY COMPENSATION TABLE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($) | Bonus 2 ($) | Stock Awards 3 ($) | Option Awards 3 ($) | Non-Equity Incentive Plan Compensation 4 ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings 5 ($) | All Other Compensation 6 ($) | Total ($) | | James D. Farley, Jr. President and Chief Executive Officer | 2024 | 1,700,000 | 0 | 20,645,446 | 0 | 1,618,740 | 0 | 897,680 | 24,861,866 | | | 2023 | 1,700,000 | 0 | 20,329,795 | 0 | 2,399,040 | 0 | 2,041,198 | 26,470,033 | | | 2022 | 1,700,000 | 0 | 15,145,381 | 0 | 2,754,000 | 0 | 1,396,765 | 20,996,146 | | John T. Lawler Vice Chair and Chief Financial Officer | 2024 | 1,230,908 | 0 | 5,491,870 | 0 | 1,028,376 | 1,485,738 | 129,162 | 9,366,054 | | | 2023 | 1,187,250 | 0 | 5,407,923 | 0 | 1,414,350 | 1,883,255 | 138,434 | 10,031,212 | | | 2022 | 1,124,850 | 0 | 6,535,903 | 0 | 1,112,355 | 0 | 183,103 | 8,956,211 | | William Clay Ford, Jr. Executive Chair | 2024 | 1,700,000 | 0 | 16,094,289 | 0 | 476,100 | 0 | 2,109,523 | 20,379,912 | | | 2023 | 1,700,000 | 0 | 15,848,199 | 0 | 705,600 | 155,876 | 2,203,425 | 20,613,100 | | | 2022 | 1,700,000 | 0 | 12,847,472 | 0 | 810,000 | 0 | 1,944,794 | 17,302,266 | | J. Doug Field Chief EV, Digital and Design Officer | 2024 | 532,496 | 0 | 14,513,450 | 0 | 319,939 | 5,298 | 167,331 | 15,538,515 | | | 2023 | 513,500 | 0 | 14,179,265 | 0 | 440,748 | 19,807 | 214,648 | 15,367,968 | | | 2022 | 500,000 | 0 | 14,116,370 | 0 | 334,620 | 0 | 136,272 | 15,087,262 | | Peter C. Stern1 President, Ford Integrated Services | 2024 | 925,185 | 0 | 8,093,578 | 0 | 0 | 0 | 1,807,614 | 10,826,377 | | | 2023 | 345,653 | 1,000,000 | 6,499,985 | 0 | 354,480 | 0 | 115,800 | 8,315,917 |

  97. SUMMARY COMPENSATION TABLE

    1 Mr. Stern resigned from the Company effective December 31, 2024 and forfeited all unvested equity awards as well as any payment to which he would have been entitled under the Annual Performance Bonus Plan. 2 The amount shown for 2023 reflects a signing bonus paid to Mr. Stern, which was repaid by Mr. Stern following his resignation from the Company in accordance with the terms of his offer letter. 3 The amounts shown in columns (e) and (f) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions used for the 2024, 2023, and 2022 calculations can be found at Note 6 to our audited financial statements in Ford’s Annual Reports on Form 10-K for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively. The fair value of both the RSUs and the internal performance conditions (financial metrics) portion of the PSUs is determined using the closing price of Ford common stock at the grant date. Pursuant to SEC rules, we disregarded the estimate of forfeitures related to service-based vesting conditions. For stock awards granted in 2024, 2023, and 2022, the amounts shown in column (e) reflect grant date fair values for both RSUs and PSUs, except that for 2023, the amounts shown in column (e) for Mr. Stern reflect only the grant date fair value for RSUs because Mr. Stern did not receive PSUs in 2023. For those portions of the amounts that relate to PSUs, such amounts reflect the grant date fair values of such awards derived using a Monte Carlo valuation that considers all possible payout values (including the maximum potential value). For PSUs granted during 2023 and 2024, the Company’s award design uses a single external rTSR metric. The Company’s rTSR performance over the three-year performance period determines the final number of shares granted. The Monte Carlo simulation fair value for the 2024 PSU Grants was $18.50 per share, and for the 2023 PSU grants was $18.57 per share. For the 2024 PSU Grants, the Monte Carlo simulation fair value resulted in a 145% premium to grant date value, which was $12.74 per share, compared to the historical Monte Carlo valuation range of 97% to 115% of grant date value for PSU awards granted prior to 2023, which included additional performance metrics. Similarly, for the 2023 PSU grants, the Monte Carlo simulation fair value resulted in a 142% premium to grant date value, which was $13.08 per share. For PSUs granted in 2022, the Company’s rTSR performance at the end of the performance

  98. SUMMARY COMPENSATION TABLE

    | Executive Compensation | | 2025 Proxy Statement | 67 |

  99. SUMMARY COMPENSATION TABLE

    period for the PSUs adjusted the final number of shares granted by -25%, 0%, or +25%, except that the final number of shares could not exceed the potential maximum value for such awards, as shown in the following table. The grant date fair values shown above for the PSUs are reported based upon the probable outcome of such conditions as of the respective dates of grant. Pursuant to SEC rules, for those parts of the PSU grants that are subject to performance conditions, the following table shows the values of such awards at their respective grant dates assuming that the highest levels of the performance conditions are achieved. For PSUs granted in 2022, the entire PSU award was subject to both performance conditions (financial metrics) and market conditions (the relative TSR modifier that adjusted the final number of shares granted by -25%, 0%, or +25%), except that the final number of shares could not exceed the potential maximum value for such awards as shown in the following table (see Compensation Discussion and Analysis — 2022 PSU Results and Payouts — beginning on page 55 for a discussion of the 2022 PSU Grants, the financial metrics, and weightings and the relative TSR modifier). The potential maximum value that can be achieved for these PSUs is 200% performance, thus the Performance Conditions maximum value is the maximum value without regard to the TSR modifier (market condition).

  100. SUMMARY COMPENSATION TABLE

    | Name | Year | Performance Conditions ($) | | James D. Farley, Jr. | 2024 | 28,298,895 | | | 2023 | 27,667,592 | | | 2022 | 18,690,784 | | John T. Lawler | 2024 | 7,527,761 | | | 2023 | 7,359,848 | | | 2022 | 6,831,809 | | William Clay Ford, Jr. | 2024 | 22,060,584 | | | 2023 | 21,568,424 | | | 2022 | 15,854,948 | | J. Doug Field | 2024 | 15,334,354 | | | 2023 | 14,992,266 | | | 2022 | 10,312,149 | | Peter C. Stern | 2024 | 7,667,177 | | | 2023 | N/A |

  101. SUMMARY COMPENSATION TABLE

    4 The amounts shown in column (g) reflect awards earned by the Named Executives under the Annual Performance Bonus Plan (see Compensation Discussion and Analysis — Annual Performance Bonus Plan beginning on page 51). Because Mr. Stern resigned from the Company effective December 31, 2024, he was ineligible to receive any payout under the Annual Performance Bonus Plan for his 2024 performance. 5 The amounts shown in column (h) reflect the net increase, if any, in the actuarial present value of accumulated benefits under the various Company plans arising from the passage of time, additional benefits accrued and changes in actuarial assumptions. For those with a net decrease in present value (negative year over year change), a zero is shown in the table above. The amount shown for each of Messrs. Lawler, Field, and Ford for 2022 is $0 per proxy rules because the change in value was negative for each of them in 2022. The amount shown for Mr. Lawler in 2023 reflects an increase in present value, primarily explained by the value of additional benefits accrued. The amount shown for Mr. Ford in 2023 reflects an increase in present value, primarily explained by a decrease in plan discount rates. The amount shown for Mr. Field in 2023 reflects the present value of benefits accrued based on previous employment service and reflects an increase primarily explained by increased compensation, the passage of time, and the change in discount rates. The amount shown for Mr. Lawler in 2024 reflects an increase in present value, primarily explained by the value of additional benefits accrued. The amount shown for Mr. Field in 2024 reflects an increase in the present value of benefits accrued primarily explained by increased compensation, the passage of time, and the change in discount rates. The amount shown for Mr. Ford for 2024 is $0 per proxy rules because the change in value was negative for him in 2024. The accrued pension benefits are measured from December 31, 2023 to December 31, 2024 for 2024; December 31, 2022 to December 31, 2023 for 2023; and December 31, 2021 to December 31, 2022 for 2022. Messrs. Farley and Stern do not participate in the Company’s defined benefit pension plans. Mr. Field was rehired by the Company in 2021. He was previously employed by the Company in the 1990s and held pension-eligible positions with the Company. As a result, Mr. Field previously accrued benefits under some of our defined benefit pension plans, the net increase in the actuarial present value of which is properly reportable in this column. See the Pension Benefits in 2024 table and related footnotes on pages 72-73 for additional information, including the present value assumptions used in these calculations. None of the Named Executives received preferential or above-market earnings on deferred compensation. 6 The following table summarizes the amounts shown in column (i) for 2024.

  102. GRANTS OF PLAN-BASED AWARDS IN 2024

    GRANTS OF PLAN-BASED AWARDS IN 2024

  103. GRANTS OF PLAN-BASED AWARDS IN 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards 1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards 2 | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) 3 | Grant Date Fair Value of Stock and Option Awards ($) 4 | | James D. Farley, Jr. | 3/4/2024 | 2/7/2024 | | | | | 764,835 | 1,529,670 | | 14,149,448 | | | 3/4/2024 | 2/7/2024 | | | | | | | 509,890 | 6,495,999 | | | 2/23/2024 | 2/7/2024 | | 3,400,000 | 6,800,000 | | | | | | | John T. Lawler | 3/4/2024 | 2/7/2024 | | | | | 203,453 | 406,906 | | 3,763,881 | | | 3/4/2024 | 2/7/2024 | | | | | | | 135,635 | 1,727,990 | | | 2/23/2024 | 2/7/2024 | | 1,552,597 | 3,105,194 | | | | | | | William Clay Ford, Jr. | 3/4/2024 | 2/7/2024 | | | | | 596,232 | 1,192,464 | | 11,030,292 | | | 3/4/2024 | 2/7/2024 | | | | | | | 397,488 | 5,063,997 | | | 2/23/2024 | 2/7/2024 | | 1,000,000 | 2,000,000 | | | | | | | J. Doug Field | 3/4/2024 | 2/7/2024 | | | | | 414,442 | 828,884 | | 7,667,177 | | | 3/4/2024 | 2/7/2024 | | | | | | | 276,295 | 3,519,998 | | | 11/15/2024 | 8/17/2021 | | | | | | | 302,114 | 3,326,275 | | | 2/23/2024 | 2/7/2024 | | 671,660 | 1,343,320 | | | | | | | Peter C. Stern | 3/4/2024 | 2/7/2024 | | | | | 207,221 | 414,442 | | 3,833,589 | | | 3/4/2024 | 2/7/2024 | | | | | | | 138,147 | 1,759,993 | | | 11/15/2024 | 7/12/2023 | | | | | | | 227,066 | 2,499,997 | | | 2/23/2024 | 2/7/2024 | | 1,166,976 | 2,333,952 | | | | | |

  104. GRANTS OF PLAN-BASED AWARDS IN 2024

    1 The amounts shown in columns (e) and (f) represent the target and maximum amounts payable for 2024 performance under the Annual Performance Bonus Plan. Our plan does not have a formal threshold award in that there is no minimum amount payable for a certain level of performance under the plan. The Committee exercises discretion as to whether to make payouts if performance does not achieve target levels. The material terms of the awards are described in Compensation Discussion and Analysis — Annual Performance Bonus Plan beginning on page 51. For actual payouts made under the Annual Performance Bonus Plan for 2024 performance, see columns (d) and (g) of the Summary Compensation Table on page 67. Because Mr. Stern resigned from the Company effective December 31, 2024, he will receive no payout under the Annual Performance Bonus Plan for 2024 performance. 2 For each of the Named Executives, the amounts shown in columns (h) and (i) consist of annual grants of PSUs that provide an opportunity to earn a final award of unrestricted common stock for 2024-2026 performance. The amounts shown represent the target and maximum amounts of the opportunity. The 2024 PSU Grants do not have a formal threshold award in that there is no minimum guaranteed amount payable for a certain level of performance under the grants. The Committee exercises discretion as to whether to make payouts if performance does not achieve target levels. 2024-2026 performance will be measured solely against our three-year relative TSR to the 2024 PSU TSR Peer Group as discussed in Compensation Discussion and Analysis — Long-Term Incentive Plan on pages 52-57. The final awards that will be earned, if any, for 2024-2026 performance will be paid out in unrestricted shares of Ford common stock, less shares withheld to pay tax obligations. Because Mr. Stern resigned from the Company effective December 31, 2024, he forfeited the entire amount of these PSUs. 3 The amounts shown in column (j) represent RSU grants. The RSUs generally have a vesting feature whereby one-third of each grant vests after the first anniversary of the grant date, an additional one-third after the second anniversary, and the final one-third after the third anniversary, except that the RSUs granted to Mr. Field on November 15, 2024 have a vesting feature whereby one-third of the grant vested immediately, an additional one-third vests after the first anniversary, and the final one-third vests after the second anniversary. If a grantee retires, becomes disabled, or dies, his or her grant continues to vest according to the original vesting schedule. In most other instances of employment termination, all grants generally end upon termination of employment. RSUs are subject to certain conditions, including not engaging in competitive activity. RSUs generally cannot be transferred except through inheritance. In general, each grantee agrees to remain a Ford employee for at least six months from the date of the grant. Because Mr. Stern resigned from the Company effective December 31, 2024, he forfeited the entire amount of these RSUs. The amounts shown in column (k) represent the full grant date fair value of each equity-based award shown in the table for each Named Executive computed under FASB ASC Topic 718. The fair value is determined using the closing price of Ford common stock at the grant date. The assumptions used in calculating the grant date value can be found at Note 6 to our audited financial statements in Ford’s Annual Report on Form 10-K for the year ended December 31, 2024. For awards subject to performance conditions, the values shown are based upon the probable outcome of such conditions as of the grant date.

  105. GRANTS OF PLAN-BASED AWARDS IN 2024

    | 70 Executive Compensation | | 2025 Proxy Statement |

  106. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

  107. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option awards | | | | Stock awards | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Name | Number of securities underlying unexercised options # exercisable | Number of securities underlying unexercised options # unexercisable | Option exercise price ($) | Option expiration date 1 | Number of shares or units of stock that have not vested (#) 2 | Market value of shares or units of stock that have not vested ($) 3 | Equity incentive plan awards: number of unearned shares, units, or other rights that have not vested (#) 4 | Equity incentive plan awards: market or payout value of unearned shares, units, or other rights that have not vested ($) 5 | | James D. Farley, Jr. | 1,659,954 | | 6.96 | 08/04/2030 | 959,670 | 9,500,733 | 2,026,109 | 20,058,479 | | John T. Lawler | | | | | 290,704 | 2,877,970 | 590,342 | 5,844,386 | | William Clay Ford, Jr. | 1,408,367 | | 6.19 | 07/05/2030 | 760,823 | 7,532,148 | 1,614,947 | 15,987,975 | | J. Doug Field | | | | | 823,286 | 8,150,531 | 1,102,977 | 10,919,472 | | Peter C. Stern | | | | | 692,138 | 6,852,166 | 207,221 | 2,051,488 |

  108. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    1 The table below details the vesting schedule for stock option grants based on the termination date of the relevant grant. Stock options generally have a vesting feature whereby one-third of each grant of stock options are exercisable after the first anniversary of the grant date, an additional one-third after the second anniversary, and the final one-third after the third anniversary.

  109. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Option Expiration Dates | Option Vesting Dates | | | | | 33% | 33% | 34% | | 08/04/2030 | 08/05/2021 | 08/05/2022 | 08/05/2023 | | 07/05/2030 | 07/06/2021 | 07/06/2022 | 07/06/2023 |

  110. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    2 The amounts shown for Named Executives consist of the following RSU Grants:

  111. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Name | 2022 Annual Grant | 2023 Annual Grant | 2024 Annual Grant | Incremental Grants | | James D. Farley, Jr. | 117,033 | 332,747 | 509,890 | N/A | | John T. Lawler | 42,778 | 88,514 | 135,635 | 23,777 | | William Clay Ford, Jr. | 99,276 | 259,394 | 397,488 | 4,665 | | J. Doug Field | 64,570 | 180,306 | 276,295 | 302,115 | | Peter C. Stern | N/A | N/A | 138,147 | 553,991 |

  112. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    For the 2024, 2023, and 2022 grants of RSUs, in general, these units vest over three years at a rate of 33%-33%-34%. The amount shown for Mr. Lawler under the Incremental Grants column reflects a RSU grant received in recognition of his expanded responsibilities on November 15, 2022 that vests over three years at a rate of 33%-33%-34%. The amount shown for Mr. Field under the Incremental Grants column reflects RSU grants received on November 15, 2023 and November 15, 2024, as set forth in the offer letter between Mr. Field and the Company, dated August 26, 2021 (see Exhibit 10-N to Ford’s Annual Report on Form 10-K for the year ended December 31, 2024), that vest at a rate of 33%-33%-34%, with the first vesting occurring immediately at grant and the second and third vest occurring on the second and third anniversary of the respective grant dates. The amount shown for Mr. Stern under the Incremental Grants column reflects RSU grants received on August 15, 2023, November 15, 2023, and November 15, 2024, as set forth in the offer letter between Mr. Stern and the Company, dated July 21, 2023 (see Exhibit 10-M to Ford’s Annual Report on Form 10-K for the year ended December 31, 2024). The August 2023 award vests over three years at a rate of 50%-25%-25%, and the November 2023 and November 2024 awards each vest over three years at a rate of 33%-33%-34%. For grants awarded in 2024, 2023, and 2022, Dividend Equivalents accrue during the restriction period when dividends are paid on our common stock and will be paid in cash upon vesting of the underlying award (see Compensation Discussion and Analysis — Policy on Dividend Equivalents on Equity Grants on page 65). The amount shown for Mr. Ford under the Incremental Grants column reflects 4,665 Ford common stock units resulting from deferral of director fees and Dividend Equivalents that were credited to his account pursuant to the Deferred Compensation Plan for Non-Employee Directors while he served as a non-employee director of the Company. Such units will be converted and paid in cash on January 10 of the year following termination of Board service, based upon the fair market value of a share of Ford common stock on December 31 of the preceding year. The market value shown was determined by multiplying the number of units shown in column (f) by the closing price of Ford common stock, $9.90, on December 31, 2024 and assumes 100% target performance.

  113. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Executive Compensation | | 2025 Proxy Statement | 71 |

  114. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    The amounts shown for the Named Executives consist of the following PSU grants for the 2024, 2023, and 2022 performance periods as follows (see also Compensation Discussion and Analysis — Long-Term Incentive Plan on pages 52-57):

  115. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Name | 2022 Grant | 2023 Grant | 2024 Grant | | James D. Farley, Jr. | 516,320 | 744,954 | 764,835 | | John T. Lawler | 188,724 | 198,165 | 203,453 | | William Clay Ford, Jr. | 437,982 | 580,733 | 596,232 | | J. Doug Field | 284,866 | 403,669 | 414,442 | | Peter C. Stern | N/A | N/A | 207,221 |

  116. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    Final awards for PSU grants will be made in unrestricted shares of common stock at the conclusion of the three-year performance period, less shares withheld for tax obligations. The number of units assumes that the target level was achieved for the PSUs granted in 2022, 2023, and 2024. For grants awarded in 2024, 2023, and 2022, Dividend Equivalents accrue during the performance period when dividends are paid on our common stock and will be paid in cash upon granting of the final award based upon the performance factor achieved on the underlying PSU grant (see Compensation Discussion and Analysis — Policy on Dividend Equivalents on Equity Grants on page 65). 5 The market value shown was determined by multiplying the number of units shown in column (h) by the closing price of Ford common stock, $9.90, on December 31, 2024 and assumes 100% target performance.

  117. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024

  118. OPTION EXERCISES AND STOCK VESTED IN 2024

    | | Option Awards | | Stock Awards | | | (a) Name | (b) Number of Shares Acquired on Exercise (#) | (c) Value Realized on Exercise ($) | (d) Number of Shares Acquired on Vesting (#) | (e) Value Realized on Vesting 1 ($) | | James D. Farley, Jr. | — | — | 1,878,887 | 23,392,143 | | John T. Lawler | — | — | 613,252 | 7,603,141 | | William Clay Ford, Jr. | N/A | N/A | 1,616,109 | 20,120,557 | | J. Doug Field | N/A | N/A | 489,845 | 5,631,622 | | Peter C. Stern | N/A | N/A | 245,741 | 2,571,772 |

  119. OPTION EXERCISES AND STOCK VESTED IN 2024

    1 The amounts shown in columns (c) and (e) represent the aggregate dollar value realized by the Named Executives upon the exercise of stock options or the vesting of stock awards. Had any options been exercised in 2024, we would have computed the aggregate dollar value realized upon the exercise of stock options by multiplying the number of shares realized upon exercise by the difference between the market price of our stock at exercise and the exercise price of the options. We computed the aggregate dollar value realized upon vesting by multiplying the number of shares of stock vested by the fair market value (closing price) of Ford common stock on the vesting date.

  120. PENSION BENEFITS IN 20241

    PENSION BENEFITS IN 20241

  121. PENSION BENEFITS IN 20241

    | (a) Name | (b) Plan Name | (c) Number of Years Credited Service (#) | (d) Present Value of Accumulated Benefit ($) | (e) Payments During Last Fiscal Year ($) | | James D. Farley, Jr. | NA | NA | NA | NA | | John T. Lawler | GRP | 34.7 | 976,835 | 0 | | | DB SERP | 34.7 | 3,780,624 | 0 | | | BEP-GRP | 34.7 | 2,678,191 | 0 | | | ESAP | 34.7 | 3,736,230 | 0 | | William Clay Ford, Jr. | GRP | 29.8 | 1,546,069 | 0 | | | DB SERP | 35.0* | 5,975,398 | 0 | | | BEP-GRP | 35.0* | 11,651,210 | 0 | | | ESAP | 35.0* | — | 0 | | J. Doug Field | GRP | 4.3 | 67,676 | 0 | | | BEP-GRP | 4.3 | 40,268 | 0 | | Peter C. Stern | NA | NA | NA | NA |

  122. PENSION BENEFITS IN 20241

    * Mr. Ford has reached the 35-year service cap under the DB SERP, BEP-GRP, and ESAP. The GRP provides a flat-rate defined benefit of up to $47.45 per month for each year of non-contributory participation by employees in the United States hired before January 1, 2004, and contributory benefits for each year of contributory participation in which salaried employees contribute 1.5% of base salary up to the applicable limit of the Internal Revenue Code (“Code”) — $345,000 in 2024.

  123. PENSION BENEFITS IN 20241

    | 72 Executive Compensation | | 2025 Proxy Statement |

  124. PENSION BENEFITS IN 20241

    Contributory benefits are calculated as follows:

  125. PENSION BENEFITS IN 20241

    | Contributory Benefit | = | (1.5% × Final Avg. Pay) × Contributory Service Years, plus up to two years of waiting period service (maximum 35 service years) | + | 0.4% × Final Avg. Pay in excess of Breakpoint × Contributory Service Years (maximum 35 service years) |

  126. PENSION BENEFITS IN 20241

    “Final Average Pay” is the average of the five highest consecutive December 31 monthly base salaries out of the last 10 years of contributory participation. “Breakpoint” is 150% of Covered Compensation as of January 1 of the year of retirement. “Covered Compensation” is the average of the Social Security wage base for the preceding 35 years for someone reaching normal retirement age. Normal retirement is at age 65 with one or more years of credited pension service. Eligible employees who are age 55-64 and have at least 10 years of credited pension service, or employees with 30 or more years of credited pension service who are not yet age 65, may elect to retire early and receive reduced contributory and non-contributory benefits. In addition, Social Security bridging benefits are payable until age 62 and one month. Survivorship coverage is available under the GRP. Under the normal payment method for married participants (65% Qualified Joint and Survivor Annuity), there is a 5% reduction in benefits where the spouse is within five years of the employee’s age. The BEP-GRP provides eligible U.S. employees with benefits substantially equal to those that would have been provided under the GRP but that could not be provided because of Code limitations. 65% survivorship coverage is also available under the BEP-GRP. The DB SERP provides certain eligible executives with an additional monthly benefit after separation from service equal to Final Five Year Average Base Salary multiplied by credited pension service and further multiplied by an applicable percentage (0.2% to 0.9% depending upon position at separation from service), reduced for separation from service prior to age 62. To be eligible, an executive must separate from service with the approval of the Company at or after age 55, have at least 10 years of credited pension service, and must generally have at least five continuous years of service at an eligible position. The DB SERP monthly benefit has no surviving spouse benefit. In addition, the DB SERP may provide annuities based on Company earnings, the executive’s performance, and other factors. In addition, for separation from service effective October 1, 1998 or later, for certain U.S. Vice Presidents and above whose careers include foreign subsidiary service, the DB SERP provides an additional monthly pension parity benefit to equalize the total retirement benefits payable from the Company’s retirement plans to an amount that would have been payable under the GRP and BEP-GRP if the executive’s subsidiary service had been recognized as contributory service under those plans. The pension parity provides 65% survivorship coverage. The ESAP provides benefits to certain eligible executives who have at least five years of eligible executive service, have at least ten years of GRP contributory membership, and who separate from employment after age 55 and prior to age 65. Benefits are payable (reduced by any GRP or BEP-GRP benefit distribution) to the eligible executive or his or her eligible surviving spouse until the executive reaches age 65. The amount of the benefit is a percentage of monthly base salary (not to exceed 60%) based on age and service equal to 1% per year of service (but not less than 15%) plus 1∕2% for each month that age at separation exceeds 55 (maximum of 30%). Effective December 31, 2019, all defined benefit retirement plans have a 35-year limit for service and pay for purposes of determining the pension benefits. Mr. Ford has reached the service cap under the DB SERP, BEP-GRP, and ESAP. Effective March 14, 2024, the DB SERP and ESAP were closed to new entrants. To achieve several business goals, we may offer benefits under the Select Retirement Plan (“SRP”), a voluntary separation program offered from time-to-time for select U.S. management employees. To be eligible, selected employees generally had to be at least age 52 with 7 or more years of service. In general, the SRP adds three years of age and contributory service and uses “enhanced Final Average Salary” for purposes of calculating benefits based on the formulas under the BEP-GRP, DB SERP, and ESAP, with a minimum increase of 15% over regular benefits. Enhanced Final Average Salary is calculated generally by multiplying present base salary times three, then adding the last two year-end salaries and dividing the total by five. The following assumptions are used in calculating the present value of the accumulated benefit: ▪ The age at which benefits are assumed payable is the greater of (i) present age or (ii) age 65 for the GRP and BEP-GRP; age 62 for the DB SERP; and age 55 for the ESAP. Present age is measured as of December 31, 2024. ▪ Present compensation is used for purposes of the benefit calculations. ▪ Present Value of Accumulated Benefit (column (d)) is calculated assuming a single life annuity; modified PRI-2012 mortality table projected generationally; and a discount rate of 5.695% for the GRP; 5.660% for the DB SERP; 5.624% for the BEP-GRP; 5.334% for the ESAP; and 5.544% for the SRP as of December 31, 2024. ▪ The present values include amounts relating to employee contributions. Code Section 409A governs the timing for income inclusion of amounts under our supplemental retirement plans. We believe our supplemental retirement plans presently meet the requirements of Code Section 409A. As a result, employees generally will be taxed when compensation is received under these plans; however, distribution of these amounts may be delayed for six months following separation from service. The DB SERP, BEP-GRP, and ESAP plans provided Mr. Ford with a benefit using a notional base annual salary for November 2001 through August 2010 because he did not receive a cash salary for those periods. Messrs. Farley and Stern do not participate in the GRP, DB SERP, BEP-GRP, or ESAP. Instead, Ford offers FRP contributions, DC SERP, and BEP-FRP for salaried employees hired or rehired on or after January 1, 2004 in the U.S. See Nonqualified Deferred Compensation in 2024 table on page 74. Mr. Field was rehired by the Company in 2021. He was previously employed by the Company in the 1990s and held pension-eligible positions with the Company.

  127. PENSION BENEFITS IN 20241

    | Executive Compensation | | 2025 Proxy Statement | 73 |

  128. NONQUALIFIED DEFERRED COMPENSATION IN 20241

    NONQUALIFIED DEFERRED COMPENSATION IN 20241

  129. NONQUALIFIED DEFERRED COMPENSATION IN 20241

    | (a) Name | (b) Executive Contributions in Last Fiscal Year ($) | (c) Registrant Contributions in Last Fiscal Year 2 ($) | (d) Aggregate Earnings in Last Fiscal Year 3 ($) | (e) Aggregate Withdrawals/ Distributions ($) | (f) Aggregate Balance at Last Fiscal Year-End 4 ($) | | James D. Farley, Jr. | NA | 382,000 | 223,044 | NA | 3,535,011 | | DC SERP, BEP: SSIP/FRP | | | | | | | John T. Lawler | NA | 39,866 | 21,810 | NA | 292,571 | | BEP-SSIP | | | | | | | William Clay Ford, Jr. | NA | 60,975 | (161,214) | NA | 1,093,345 | | BEP-SSIP | | | | | | | J. Doug Field | NA | 80,198 | 11,505 | NA | 201,517 | | DC SERP, BEP: SSIP/FRP | | | | | | | Peter C. Stern | NA | 133,542 | 10,473 | NA | 196,816 | | DC SERP, BEP: SSIP/FRP | | | | | |

  130. NONQUALIFIED DEFERRED COMPENSATION IN 20241

    1 The nontax-qualified defined contribution plans represented in the above table are unfunded, notional amounts credited by book entry to the participants’ accounts. Participants choose how to allocate the notional amounts from a menu of investment measurement options used solely for the purpose of valuing the participants’ accounts. These are considered notional investments. The performance of an individual’s investment option(s) tracks the notional value as if an actual investment was made in such option(s). Investment options include: target-date retirement funds; passively and actively managed domestic, global, and international equity funds; fixed income funds; a Company common stock fund; a real asset fund; and a stable value fund. Participants may change their investment elections at any time. Initial notional credits to these plans are allocated to a default investment option in the absence of a participant’s investment direction. Thereafter, a participant may transfer the credits to other investment options available under the respective plans and also elect how any future notional credits are allocated. Ford Retirement Plan (“FRP”) contributions are retirement benefits for employees hired or rehired beginning January 1, 2004. The Company makes scheduled FRP contributions to a participant’s Savings and Stock Investment Plan (“SSIP”) account calculated as a percentage of base salary using a percentage established based on an employee’s age. The Benefit Equalization Plan (“BEP”) preserves benefits that are substantially equal to any Company matching contributions (“BEP-SSIP”) and/or FRP contributions (“BEP-FRP”) that would have been made under the SSIP but limited due to Code limitations. BEP-FRP amounts cannot be invested in the Company common stock fund. Vested BEP account balances are distributed in cash in a lump sum as soon as practicable after death or separation from Ford. An employee becomes fully vested under BEP three years from their original date of hire with Ford. Distribution of BEP account balances may be delayed for six months in accordance with Code Section 409A. The Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”) provides certain executives retirement benefits in addition to FRP contributions. To be eligible for DC SERP Company credits, an executive must be hired on or after January 1, 2004 and be Leadership Level 4 (LL4) or above. Company credits are calculated as a percentage of base salary based on the executive’s age and position. DC SERP amounts cannot be invested in the Company common stock fund. To be eligible for DC SERP payments after separation, an executive must have attained at least 5 years of service at Leadership Level 4 or above, and be either 55 years of age with 10 years of total service or 65 years of age with 5 years of total service immediately preceding separation, and separate from service with Company approval. See Compensation Discussion & Analysis — Retirement Plans on pages 58-60. All of the Named Executives participate in the SSIP-Company Match. In addition, Messrs. Farley, Field, and Stern participate in the BEP-FRP and DC SERP. 2 The amounts shown in column (c) for the Named Executives are reflected in column (i) of the Summary Compensation Table on page 67 and represent credits made to their DC SERP and BEP-SSIP/FRP sub-accounts, respectively. 3 None of the amounts shown in column (d) are reflected in the Summary Compensation Table. The following amounts were reported in the Summary Compensation Table in prior years: Mr. Farley: $2,161,108; Mr. Lawler: $126,313; Mr. Ford: $856,950; Mr. Field: $102,833; and Mr. Stern $49,379.

  131. NONQUALIFIED DEFERRED COMPENSATION IN 20241

    | 74 Executive Compensation | | 2025 Proxy Statement |

  132. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We maintain certain plans whereby we provide compensation and benefits to executives, including the Named Executives, in the event of a termination of employment. For disclosure of benefits pursuant to employment separation under our qualified and nonqualified pension plans for each of the Named Executives, see the Pension Benefits in 2024 table and related footnotes on pages 72-73. For disclosure of payments due, if any, to each of the Named Executives pursuant to our nonqualified deferred compensation plans, please see the Nonqualified Deferred Compensation in 2024 table and related footnotes on page 74. In the table below, Messrs. Lawler and Ford are shown as receiving amounts in the “Retirement Eligible” column because they each qualify as retirement eligible under our plans. Mr. Farley is shown as receiving amounts in the “Retirement Eligible” column because he qualifies for certain other post-employment benefits upon retirement as set forth in the “Retirement Eligible” column. Messrs. Field and Stern do not qualify as retirement eligible under our plans or for other post-employment benefits upon retirement. We do not have formal agreements with Named Executives, other than Mr. Farley, regarding acceleration of awards or provision of benefits related to termination of employment; however, each of the Named Executives may be entitled to certain compensation and benefits under our plans in such circumstances. Award agreements under our LTIP provide that a change in control occurs upon any merger or consolidation in which the Company is not the surviving entity. The Committee adopted a double trigger change in control provision beginning with equity grants made in 2016. Under this provision, an executive’s employment would have to be terminated or his duties reduced before any accelerated vesting of equity awards in a change in control situation. Please refer to footnote 7 on page 77 for information about the agreements the Company has with Mr. Farley regarding termination of employment. The following table for the Named Executives assumes that the relevant triggering event occurred on December 31, 2024. In accordance with applicable rules and guidance, because Mr. Stern departed Ford on December 31, 2024, we have reflected his termination as a voluntary departure as of that date. Unless otherwise noted, the fair market values of stock-based compensation (e.g., PSUs or RSUs) were calculated using the closing price of Ford common stock ($9.90) on the NYSE on December 31, 2024.

  133. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Executive Compensation | | 2025 Proxy Statement | 75 |

  134. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (a) Benefits and Payments Upon Termination | (b) Voluntary Termination ($) | (c) Retirement Eligible ($) | (d) Change In Control (CIC) 7 ($) | (e) Involuntary Not for Cause Termination 7 ($) | (f) For Cause Termination ($) | (g) Death or Disability ($) | | James Farley | | | | | | | | Compensation: | | | | | | | | Base Salary | 0 | 0 | 1,700,000 | 1,700,000 | 0 | 0 | | Incentive Bonus Plan 1 | 0 | 1,618,740 | 3,400,000 | 3,400,000 | 0 | 1,618,740 | | PSUs 2 | 0 | 0 | 15,395,938 | 0 | 0 | 0 | | RSUs 3 | 0 | 0 | 9,500,733 | 0 | 0 | 9,500,733 | | Stock Options 4 | 0 | 0 | 0 | 0 | 0 | 0 | | Benefits and Perquisites: | | | | | | | | Evaluation Vehicles 5 | 0 | 14,481 | 0 | 0 | 0 | 0 | | Life Insurance/Death Benefit 6 | 0 | 0 | 0 | 0 | 0 | 5,165,385 | | Total: | 0 | 1,633,221 | 29,996,671 | 5,100,000 | 0 | 16,284,858 | | John Lawler | | | | | | | | Compensation: | | | | | | | | Base Salary | 0 | 0 | 0 | 0 | 0 | 0 | | Incentive Bonus Plan 1 | 0 | 1,028,376 | 0 | 0 | 0 | 1,028,376 | | PSUs 2 | 0 | 0 | 4,497,287 | 0 | 0 | 0 | | RSUs 3 | 0 | 0 | 2,877,970 | 0 | 0 | 2,877,970 | | Stock Options 4 | 0 | 0 | 0 | 0 | 0 | 0 | | Benefits and Perquisites: | | | | | | | | Evaluation Vehicles 5 | 0 | 15,693 | 0 | 0 | 0 | 0 | | Life Insurance/Death Benefit 6 | 0 | 0 | 0 | 0 | 0 | 3,744,003 | | Total: | 0 | 1,044,069 | 7,375,257 | 0 | 0 | 7,680,349 | | William C. Ford | | | | | | | | Compensation: | | | | | | | | Base Salary | 0 | 0 | 0 | 0 | 0 | 0 | | Incentive Bonus Plan 1 | 0 | 476,100 | 0 | 0 | 0 | 476,100 | | PSUs 2 | 0 | 0 | 12,279,502 | 0 | 0 | 0 | | RSUs 3 | 0 | 0 | 7,532,148 | 0 | 0 | 7,532,148 | | Stock Options 4 | 0 | 0 | 0 | 0 | 0 | 0 | | Benefits and Perquisites: | | | | | | | | Evaluation Vehicles 5 | 0 | 13,152 | 0 | 0 | 0 | 0 | | Life Insurance/Death Benefit 6 | 0 | 0 | 0 | 0 | 0 | 5,165,385 | | Total: | 0 | 489,252 | 19,811,650 | 0 | 0 | 13,173,632 | | J. Doug Field | | | | | | | | Compensation: | | | | | | | | Base Salary | 0 | 0 | 0 | 0 | 0 | 0 | | Incentive Bonus Plan 1 | 0 | 0 | 0 | 0 | 0 | 319,939 | | PSUs 2 | 0 | 0 | 8,382,401 | 0 | 0 | 0 | | RSUs 3 | 0 | 0 | 6,156,572 | 0 | 0 | 6,156,572 | | Stock Options 4 | 0 | 0 | 0 | 0 | 0 | 0 | | Benefits and Perquisites: | | | | | | | | Evaluation Vehicles 5 | 0 | 0 | 0 | 0 | 0 | 0 | | Life Insurance/Death Benefit 6 | 0 | 0 | 0 | 0 | 0 | 1,632,650 | | Total: | 0 | 0 | 14,538,973 | 0 | 0 | 8,109,161 | | Peter C. Stern | | | | | | | | Compensation: | | | | | | | | Base Salary | 0 | — | — | — | — | — | | Incentive Bonus Plan 1 | 0 | — | — | — | — | — | | PSUs 2 | 0 | — | — | — | — | — | | RSUs 3 | 0 | — | — | — | — | — | | Stock Options 4 | 0 | — | — | — | — | — | | Benefits and Perquisites: | | | | | | | | Evaluation Vehicles 5 | 0 | — | — | — | — | — | | Life Insurance/Death Benefit 6 | 0 | — | — | — | — | — | | Total: | 0 | — | — | — | — | — |

  135. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    See column (g) of the Summary Compensation Table on page 67. The 2022, 2023, and 2024 PSU opportunities have three-year performance periods, ending December 31, 2024, December 31, 2025, and December 31, 2026, respectively (see column (h) of Outstanding Equity Awards at 2024 Fiscal Year-End table and footnote 4 on pages 71-72). The amounts shown in the Change In Control column above reflect the value of the performance to metrics of the 2022, 2023, and 2024 PSU opportunities as of December 31, 2024. In each case we multiplied the PSU target opportunity (see Outstanding Equity Awards at 2024 Fiscal Year-End table and footnote 4 on pages 71-72) by the performance-to-metrics as of December 31, 2024, which was 79% for the 2022 PSU Grants, 0% for the 2023 PSU grants, and 150% for the 2024 PSU Grants. We multiplied that product by the fair market value of Ford common stock at December 31, 2024, which was $9.90. For terminations resulting

  136. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  137. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    from death or disability or for those Named Executives who are retirement eligible, the 2022 PSU Grants, 2023 PSU grants, and 2024 PSU Grants provide that, if a period of at least six months has lapsed since the date of grant, the executive will receive 100% of the final award determined by the Committee at the end of the respective three-year performance period. At December 31, 2024, each of the following Named Executives had unvested RSUs for which a period of at least six months had lapsed since the date of grant as follows: Mr. Farley: 959,670; Mr. Lawler: 290,704; Mr. Ford: 760,823; and Mr. Field: 621,876. The amounts shown indicate the fair market value of the unvested RSUs for which a period of at least six months had lapsed since the date of grant as of December 31, 2024. If a period of at least six months has lapsed since the date of grant, RSUs will vest according to the normal vesting schedule in the event of early retirement or normal retirement and will vest immediately in the event of death or disability. If a change in control occurs and Ford is not the surviving entity, if a period of at least six months has lapsed since the date of grant, unvested RSUs will terminate if such awards have been replaced by comparable awards from the acquiring entity, unless any recipient is terminated or there is a reduction in an executive’s responsibilities as of the date of the change in control. In those cases, or in the event awards are not replaced with comparable awards, such unvested awards will vest immediately prior to the change in control. RSUs are subject to clawback provisions (see Corporate Governance — Risk Assessment Regarding Compensation Policies and Practices on pages 14-15). RSUs are also subject to forfeiture for violations of non-compete provisions and occurrences of conduct inimical towards the Company. 4 Pursuant to our 2023 Long-Term Incentive Plan, if a change in control occurs, any outstanding option shall terminate; but if one year has lapsed from the grant date of the option, any unvested portion of an option grant becomes exercisable immediately prior to the change-in-control. As of December 31, 2024, there are no outstanding options that would become exercisable under this provision. The amounts shown are the values of the “in-the-money” options, which means those options where the fair market value of our common stock on December 31, 2024 exceeded the exercise price of the option, multiplied by the number of options. For terminations resulting from death or disability or for those Named Executives who are retirement eligible, if at least six months has lapsed from the grant date of the option, any unvested portion of an option grant will become exercisable in accordance with its normal vesting schedule. 5 The amount shown for evaluation vehicles under the “Retirement Eligible” column reflects the annual cost of providing vehicles for 2024 under the Evaluation Vehicle Program for each Named Executive (see footnote (i) to the All Other Compensation in 2024 table beginning on page 68). The costs include the A-Plan price of the vehicle, sales tax, and title, registration, and document fees. 6 The amounts shown include: (i) proceeds from Company paid life insurance; and (ii) a death benefit payable to the next of kin in an amount equal to 80 hours of salary at the hourly rate. 7 Mr. Farley’s employment agreement (see Exhibit 10-O to Ford’s Annual Report on Form 10-K for the year ended December 31, 2024) provides that, conditioned on his agreement to not join a competitor for two years after the date of his termination and delivery of an acceptable waiver and release, he receives certain compensation and benefits in the event his employment is terminated other than “for cause” or if there is a change in control (as defined in the employment agreement) of the Company accompanied by his resignation for “good reason,” either of which occurs within five years of his appointment to President and CEO. In general, a “for cause” termination results from: (i) any act of dishonesty or knowing or willful breach of a fiduciary duty that is intended to result in Mr. Farley’s personal enrichment or gain at the expense of the Company or any of its affiliates or subsidiaries; (ii) commission of a felony involving moral turpitude or unlawful, dishonest, or unethical conduct that a reasonable person would consider damaging to the reputation or image of the Company; (iii) any material violation of published standards of conduct applicable to Ford officers or executives of Ford that warrants termination; (iv) insubordination or refusal to perform assigned duties or to comply with the lawful directions of supervisors; or (v) any deliberate, willful, or intentional act that causes substantial harm, loss or injury to Ford. In general, “good reason” means the occurrence, without Mr. Farley’s express written consent, of any of the following events during the Protected Period (which shall be the two-year period beginning as of the date of a change in control): (i) subject to the provision below on duplication of payments, a reduction of Mr. Farley’s base salary as in effect immediately prior to a change in control or of such higher base salary as may have been in effect at any time during the Protected Period, except in connection with the termination of Mr. Farley’s employment for cause or on account of long-term disability or death, or except where executive pay is reduced across the Company or a substantial portion of the Company as a cost-saving measure; (ii) subject to the provision below on duplication of payments, the failure to pay Mr. Farley any portion of his aggregate compensation including, without limitation, annual bonus, long-term incentive, and any portion of his compensation deferred under any plan, agreement, or arrangement that is payable or has accrued prior to a change in control, within thirty days of the date payment of any such compensation is due; (iii) the failure to afford Mr. Farley annual cash bonus and long-term equity incentive compensation target opportunities at a level which, in the aggregate, is at least equal to 80% of the aggregate level of annual cash bonus and long-term equity incentive compensation target opportunities made available to Mr. Farley immediately prior to the change in control, except in connection with the termination of Mr. Farley’s employment for cause or on account of long-term disability or death; (iv) a material diminution or change in the responsibilities of Mr. Farley without his consent, as such responsibilities existed immediately prior to the change in control; and (v) notwithstanding any other provision of the employment agreement, Mr. Farley shall have the right to terminate his employment, with such termination being deemed as if a termination for good reason during the Protected Period, if any successor to the Company does not assume these obligations upon a change in control. Notwithstanding any provision in Mr. Farley’s employment agreement to the contrary, if Mr. Farley is entitled upon a termination of employment to any change of control related benefits or payments under an employment or other agreement, or a severance plan, Mr. Farley shall not be entitled upon such termination to any duplicative payment or benefits under his employment agreement but instead shall receive only the greater payment or benefit, determined on an item-by-item basis. The following summarizes the severance arrangements: ▪ one year of base salary (see Compensation Discussion and Analysis — 2024 Named Executive Compensation — Executive Snapshots on pages 48-50), plus annual bonus target (see Compensation Discussion and Analysis — Annual Performance Bonus Plan on page 51); and removal of any outstanding vesting requirements on his 2020 stock option grant.

  138. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  139. PAY RATIO

    PAY RATIO As required by proxy rules, we are providing the following pay ratio information for the 2024 fiscal year: ▪ the median of the annual total compensation of all our employees (other than the CEO) was $98,273; ▪ the total compensation of our Chief Executive Officer, Mr. Farley, was $24,861,866; and ▪ based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees is 253 to 1. Methodology SEC rules provide that we may use the same median employee for three years before identifying a new median employee provided that during our last completed fiscal year there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. We do not believe that there has been a change to our employee population or our employee compensation arrangements that would result in a significant change to our pay ratio disclosure. Accordingly, we did not identify a new median employee for the purposes of the 2024 pay ratio disclosure and are utilizing the same median employee that was identified for our 2023 pay ratio disclosure. The methodology and the material assumptions, adjustments, and estimates that we used to identify the 2023 median employee and determine total compensation (or any elements of total compensation) in 2024 were as follows: ▪ We used December 31, 2023 as the date to determine our workforce for purposes of determining our median compensated employee. As of December 31, 2023, our workforce consisted of approximately 182,698 employees, with 93,159 (51%) of those employees located in the United States, and 89,539 (49%) of those employees located outside of the United States. ▪ The de minimis exception of the pay ratio rules allows us to exclude up to 5% of our employees based outside of the U.S. Pursuant to the de minimis exception, we excluded 7,783 of our non-U.S. employees (approximately 4.3% of our total employee population, comprised of all of our employees in the countries listed in the table below). Consequently, 174,915 employees were considered in determining our median compensated employee.

  140. PAY RATIO

    | Country | Number of Employees | | Argentina | 3,340 | | Austria | 42 | | Belgium | 355 | | Brazil | 1,905 | | Chile | 35 | | Colombia | 43 | | Czech Republic | 76 | | Denmark | 45 | | Finland | 34 | | France | 290 | | Greece | 30 |

  141. PAY RATIO

    | Country | Number of Employees | | Hungary | 594 | | Ireland | 19 | | Israel | 18 | | Italy | 214 | | Korea | 37 | | Morocco | 19 | | Netherlands | 72 | | New Zealand | 65 | | Peru | 20 | | Norway | 41 | | Philippines | 55 |

  142. PAY RATIO

    | Country | Number of Employees | | Poland | 80 | | Portugal | 17 | | Romania | 177 | | Saudi Arabia | 11 | | Sweden | 1 | | Switzerland | 48 | | UAE | 90 | | Uruguay | 13 | | Total | 7,783 |

  143. PAY RATIO

    ▪ As a global enterprise, Ford maintains multiple payroll systems around the world. In determining our median employee compensation (other than our CEO’s compensation), we used total taxable income of each employee as of December 31, 2023. This is often referred to as the “Box 5” number on U.S. W-2 forms. We asked our foreign consolidated subsidiaries to provide an equivalent total taxable income number for employees located in their countries. For employees located outside of the U.S., we converted local currency compensation using the Book Average Internal Revenue Service published rate at December 31, 2023. Also, for those countries that have a non-calendar tax year, we used the total taxable income for all of 2023. Employees who were on leave during any part of 2023 who did not receive any compensation for work performed in 2023 were excluded from the analysis. Employees who were on leave during any part of 2023 who received compensation for work performed in 2023 were included in the analysis, but we did not annualize their compensation due to the complexity and uncertainty inherent in the manual calculations required;

  144. PAY RATIO

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  145. PAY RATIO

    instead, the compensation they actually received was used. We did, however, annualize the compensation of employees hired during 2023. Using this methodology, we determined that our median employee was a full-time, salaried employee located in the U.S., with 2023 total taxable income of $76,076. We then calculated the median employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which is the manner in which we calculate the total compensation of our Named Executives as reported in the Summary Compensation Table, resulting in annual total compensation in the amount of $98,273. It should be noted that the amount used to identify the median compensated employee reflects 2023 taxable income, whereas the annual total compensation amount reflects such employee’s compensation as determined under the proxy rule identified above for 2024 compensation. That calculation takes into account certain benefits and compensation not included in the employee’s 2024 taxable income, including the Bonus Plan payment for 2024 performance, which is paid in 2025, and the increase, if any, in the present value of the employee’s pension.

  146. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE SEC rules require us to provide the following information regarding executive compensation for James D. Farley, Jr., our President & CEO; James P. Hackett, our former President & CEO; and our other Named Executives for the fiscal years listed below. For purposes of this disclosure, Messrs. Farley and Hackett are each referred to as a “PEO” (principal executive officer) and the other Named Executives for each of the covered years are collectively referred to as the “Non-PEO Named Executives.” Generally, the SEC-defined “Compensation Actually Paid” (“CAP”) is calculated by starting with the Summary Compensation Table total values (“SCT Totals”) and making the following adjustments to the SCT Totals: (1) deducting the grant date value of equity granted during the year, (2) deducting the change in pension value for the year (if any), (3) adding the year-end fair value of unvested equity awards granted during the year, (4) adding, for awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the year-end fair value and the immediately prior year-end fair value, (5) adding, for awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date and the immediately prior year-end fair value, and (6) adding the pension service cost for that year (if any). For a discussion of the Compensation, Talent and Culture Committee’s philosophies, guidelines, and practices regarding executive compensation and alignment with Company performance, see Compensation Discussion and Analysis, beginning on page 42.

  147. Pay versus Performance Table

    Pay versus Performance Table

  148. Pay versus Performance Table

    | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO (James D. Farley, Jr.) ($) | Summary Compensation Table Total for PEO (James P. Hackett) ($) | CAP to PEO (James D. Farley, Jr.) 4 ($) | CAP to PEO (James P. Hackett) 4 ($) | Average Summary Compensation Table Total for Non-PEO Named Executives 1 ($) | Average CAP to Non-PEO Named Executives 1,4 ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in $M) | Company Adjusted EBIT Margin 3 (%) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return 2 ($) | | | | 2024 | 24,861,866 | — | 14,223,664 | — | 14,027,714 | 8,570,838 | 133 | 183 | 5,879 | 5.5 | | 2023 | 26,470,033 | — | 29,358,700 | — | 13,582,049 | 14,315,576 | 153 | 170 | 4,347 | 5.9 | | 2022 | 20,996,146 | — | (14,879,370) | — | 12,379,576 | (3,677,839) | 132 | 128 | (1,981) | 6.6 | | 2021 | 22,813,174 | — | 73,772,804 | — | 12,948,787 | 30,831,937 | 228 | 188 | 17,937 | 7.3 | | 2020 | 11,802,054 | 16,728,505 | 8,310,761 | 9,825,786 | 9,684,547 | 3,384,069 | 96 | 151 | (1,279) | 2.0 |

  149. Pay versus Performance Table

    1 The Non-PEO Named Executives for 2020 were John T. Lawler, William Clay Ford, Jr., Hau Thai-Tang, Kumar Galhotra, and Tim Stone; for 2021 were John T. Lawler, William Clay Ford, Jr., Michael Amend, and J. Doug Field; for 2022 were John T. Lawler, William Clay Ford, Jr., J. Doug Field, and Kumar Galhotra; and for 2023 and 2024 were John T. Lawler, William Clay Ford, Jr., J. Doug Field, and Peter C. Stern. 2 The “Peer Group” referenced in this column is the Dow Jones Automobiles & Parts Titans 30 Index. This is the same index used to prepare the Company’s “Stock Performance Graph” included in our Annual Report on Form 10-K for the year ended December 31, 2024. Company adjusted EBIT Margin is a non-GAAP financial measure most comparable to U.S. GAAP’s “Company Net Income/(Loss) Margin.” Company adjusted EBIT Margin is Company adjusted EBIT divided by Company revenue. In turn, Company adjusted EBIT is a non-GAAP financial measure most comparable to U.S. GAAP’s “Net Income/(Loss). Company adjusted EBIT excludes interest on debt (excluding Ford Credit Debt), taxes, and pre-tax special items. Our management ordinarily excludes special items from its review of the

  150. Pay versus Performance Table

    | 80 Executive Compensation | | 2025 Proxy Statement |

  151. Pay versus Performance Table

    results of the operating segments for purposes of measuring segment profitability and allocating resources. Our categories of pre-tax special items and the applicable significance guideline for each item (which may consist of a group of items related to a single event or action) are as follows:

  152. Pay versus Performance Table

    | Pre-Tax Special Item | Significance Guideline | | ▪ Pension and OPEB remeasurement gains and losses ▪ Gains and losses on investments in equity securities ▪ Personnel expenses, supplier- and dealer-related costs, and facility-related charges stemming from our efforts to match production capacity and cost structure to market demand and changing model mix ▪ Other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities | ▪ No minimum ▪ No minimum ▪ Generally $100 million or more ▪ $500 million or more for individual field service actions; generally $100 million or more for other items |

  153. Pay versus Performance Table

    Company adjusted EBIT Margin is useful to management and investors because it allows users to evaluate our operating results aligned with industry reporting. Company adjusted EBIT is useful to management and investors because it focuses on underlying operating results and trends, and improves comparability of our period-over-period results. Please refer to Appendix III to this Proxy Statement for a reconciliation of Company Net Income/(Loss) Margin to Company adjusted EBIT Margin and the underlying reconciliation of Net Income/(Loss) to Company adjusted EBIT. 4 As noted above, the values reported in these columns represent CAP, calculated in accordance with SEC rules. The values do not reflect the actual amount of compensation earned by or paid to our Named Executives during the applicable year. Numbers in the above table and the tables below may not sum due to rounding. To calculate CAP in accordance with SEC rules, the amounts shown in the tables below were added to, or deducted from, the applicable SCT Totals. For additional information on how the CAP values for 2020, 2021, 2022, and 2023 were calculated, please see Footnote 4 to the Pay versus Performance Table beginning on page 79 of our Proxy Statement for Ford’s Annual Meeting of Shareholders held May 9, 2024, filed with the SEC on March 29, 2024, and Footnote 4 to the Pay versus Performance Table beginning on page 75 of our Proxy Statement for Ford’s Annual Meeting of Shareholders held May 11, 2023, filed with the SEC on March 31, 2023: James D. Farley, Jr. 2024 SCT Total Compensation to CAP Reconciliation:

  154. Pay versus Performance Table

    | Year | SCT Total Compensation ($) | Less Grant Date Fair Value Of Equity-Based Awards ($) | Plus Value of Equity-Based Awards Calculated According to SEC Specified Methodology ($) ii | CAP ($) iii | | 2024 | 24,861,866 | 20,645,446 | 10,007,244 | 14,223,664 |

  155. Pay versus Performance Table

    Average Non-PEO Named Executive 2021-2024 SCT Total Compensation to CAP Reconciliation i:

  156. Pay versus Performance Table

    | Year | SCT Total Compensation ($) | Less Grant Date Fair Value of Equity-Based Awards and Aggregate Change in Present Value of Pension Benefit ($) | Plus Value of Equity-Based Awards Calculated According to SEC Specified Methodology ($) ii | Plus Actuarially Determined Pension Service Cost and Prior Service Cost ($) iii, iv | CAP ($) | | 2024 | 14,027,714 | 11,421,056 | 5,900,670 | 63,510 | 8,570,838 | | 2023 | 13,582,049 | 10,998,578 | 11,677,419 | 54,686 | 14,315,576 | | 2021 | 12,948,787 | 10,413,222 | 28,182,109 | 114,263 | 30,831,937 |