DEF 14A of Ford Motor Co
Filed Mar 27, 2026 · FY20250001552781-26-000164
Director Nominees
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| | | Age | Director Since | Qualifications | Committees | Other Board | | | Kimberly A. Casiano Independent President, Kimberly Casiano & Associates, San Juan, Puerto Rico | 68 | 2003 | | · Audit · Nominating & Governance · Sustainability, Innovation & Policy | | | | Adriana Cisneros Independent CEO, Cisneros Group | 46 | 2024 | | · Nominating & Governance · Sustainability, Innovation & Policy | · AST Spacemobile, Inc. · Mattel, Inc. | | | Alexandra Ford English Former Director of Global Brand Merchandising, Ford Motor Company | 38 | 2021 | | · Finance · Sustainability, Innovation & Policy | | | | James D. Farley, Jr. President & Chief Executive Officer, Ford Motor Company | 63 | 2020 | | | · Harley-Davidson, Inc. · McDonald’s Corporation | | | Henry Ford III Former Director of Investor Relations, Ford Motor Company | 45 | 2021 | | · Finance · Sustainability, Innovation & Policy | | | | William Clay Ford, Jr. Executive Chair & Chair of the Board of Directors, Ford Motor Company | 68 | 1988 | | · Finance (Chair) · Sustainability, Innovation & Policy | | | | William W. Helman IV Independent General Partner, Greylock Partners | 67 | 2011 | | · Finance · Nominating & Governance · Sustainability, Innovation & Policy (Chair) | · Vornado Realty Trust | | | Jon M. Huntsman, Jr. Independent Vice Chairman & President, Strategic Growth, Mastercard Incorporated | 66 | 2020 | | · Sustainability, Innovation & Policy | · Chevron Corporation | | | William E. Kennard Independent Co-Founding Partner, Astra Capital Management | 69 | 2015 | | · Finance · Nominating & Governance (Chair) · Sustainability, Innovation & Policy | · AT&T Inc. · MetLife, Inc. | | | John C. May Independent Chairman & Chief Executive Officer, Deere & Company | 57 | 2021 | | · Compensation, Talent and Culture · Finance · Nominating & Governance | · Deere & Company | | | Beth E. Mooney Independent Retired Chairman & Chief Executive Officer, KeyCorp | 71 | 2019 | | · Audit · Nominating & Governance | · AT&T Inc. | | | Lynn Radakovich Independent Former Executive Vice President & Chief Marketing Officer, Salesforce | 58 | 2017 | | · Compensation, Talent & Culture (Chair) · Nominating & Governance · Sustainability, Innovation & Policy | · Booking Holdings Inc. · Dell Technologies Inc. · Figma, Inc. | | | John L. Thornton Lead Independent Director Chairman, Barrick Mining Corporation | 72 | 1996 | | · Compensation, Talent & Culture · Finance · Nominating & Governance | · Barrick Mining Corporation · Lenovo Group Limited · Paramount Skydance Corporation | | | John B. Veihmeyer Independent Retired Chairman & Chief Executive Officer, KPMG, LLP, retired Chairman of KPMG International | 70 | 2017 | | · Audit (Chair) · Nominating & Governance | | | | John S. Weinberg Independent Chief Executive Officer & Chairman of the Board of Directors, Evercore Inc. | 69 | 2016 | | · Compensation, Talent & Culture · Finance · Nominating & Governance · Sustainability, Innovation & Policy | · Evercore Inc. |
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| Proxy Summary | | 3 |
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| About Ford Motor Company Ford Motor Company (NYSE: F) is a global company based in Dearborn, Michigan, committed to helping build a better world, where every person is free to move and pursue their dreams. The Company’s Ford+ plan for growth and value creation combines existing strengths, new capabilities, and always-on relationships with customers to enrich experiences for customers and deepen their loyalty. Ford develops and delivers innovative, must-have Ford trucks, sport utility vehicles, commercial vans and cars and Lincoln luxury vehicles, along with connected services, including BlueCruise (ADAS) and security. The Company offers freedom of choice through three customer-centered business segments: Ford Blue, engineering iconic gas powered and hybrid vehicles; Ford Model e, inventing breakthrough electric vehicles (“EVs”) along with embedded software that defines always-on digital experiences for all customers; and Ford Pro, helping commercial customers transform and expand their businesses with vehicles, software and services tailored to their needs. Additionally, the Company provides financial services through Ford Motor Credit Company. Ford employs about 169,000 people worldwide. More information about the Company and its products and services is available at corporate.ford.com. | |
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| FULL-YEAR 2025 OPERATING PERFORMANCE |
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| The most comparable GAAP financial measures for the metrics in the table below: Net Income/(Loss) attributable to Ford: $(8.2)B, down $14.1B; Net Income/(Loss) Margin: (4.4)%, down 7.6 ppts; Cash Flows from Operating Activities: $21.3B, up $5.9B. See Appendix ll to this Proxy Statement for reconciliations of Non-GAAP financial measures. All comparisons are year-over-year. | | |
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Ford+ Plan Delivers Revenue Growth. Solid Execution Positions Company for Strong Future and Sustainable Profitable Growth
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| In a dynamic and volatile environment, the Ford team delivered solid results in 2025. We strengthened the core business and improved execution in the areas we control—lowering material and warranty costs and making meaningful progress on quality. The Ford+ plan’s focus on customers is delivering distinctive products and solutions: one of our strongest product portfolios, always-on customer relationships and an improving user experience. As a result, revenue rose to $187.3 billion, our fifth consecutive year of revenue growth. U.S. market share increased to 13.2%, and we posted our best sales performance since 2019. Our three distinct but interconnected business segments— Ford Blue (gas and hybrid), Ford Model e (electric) and Ford Pro (commercial vehicles and services)—are delivering vehicles for work, performance and adventure. By meeting customers’ needs and offering choice across powertrains, we had record global hybrid sales, up nearly 25% year-over-year. We generated $6.8 billion of adjusted EBIT for the full year. This includes a $2 billion headwind for the Novelis fires and a net $2 billion tariff impact. | Our focus on profitable growth has led us to create Ford Energy, a high-margin battery energy storage system business. It builds on our manufacturing scale and our cost advantage in lithium iron phosphate batteries. This business will diversify our revenue and derisk the core automotive business. We closed 2025 as a stronger business. Total Shareholder Return was 42%. We generated $3.5 billion of adjusted free cash flow and ended the year with nearly $29 billion in cash and nearly $50 billion in total liquidity. The balance sheet remains a competitive advantage, enabling investment in high-return growth areas such as Ford Energy and software and services. With Ford+, we are reshaping the Company into a higher-growth, higher-margin, more capital efficient and more durable business. We remain focused on key levers to increase our adjusted EBIT margin to 8% by 2029: improving Model e with new products, scaling highly accretive counter cyclical businesses such as Ford Energy, and launching a new generation of core products—while continuing to drive down cost and improve quality. |
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| | 2026 Proxy Statement | | Proxy Summary | | 4 |
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Ford+ Business Highlights
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| FORD+ |
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| • Continued modernizing the Company, including upgrading information technology tools and strengthening our team. That work paid off as we executed through tariffs, regulatory changes and global supply disruptions, minimizing the impact on the business. • Reset our EV strategy to reflect market realities and support a path for Model e to reach breakeven by 2029. • Improved quality. Launch and three-months-in-service quality improved across plants and the supply chain. Ford was the most awarded brand in the J.D. Power 2025 U.S. Initial Quality Study, with four vehicles leading their segments. We had no production losses during launch due to defects. • Delivered $1.5 billion in cost reductions (excluding tariffs), exceeding our $1.0 billion target by $0.5 billion, led by material cost and warranty improvements. • Brought more hardware and software development in-house to innovate faster, lower costs and improve the customer experience—making advanced features such as AI and assisted driving accessible to more customers. • Expanded partnerships in Europe, including Renault, alongside Koç Holding (Ford Otosan) and Volkswagen, to develop lower-cost vehicles (including B-segment EVs) through a more capital-efficient, higher-scale approach. • Surpassed 1.3 million paid subscriptions (up 53% year over year), with software generating gross margins above 50%. • Named “Most Iconic Company in America” by Time magazine, based on a broad reader survey. As America’s top auto producer, Ford assembles the most vehicles in the U.S., has the largest U.S. manufacturing footprint, and employs the most hourly autoworkers. • Launched “Ford Building Together,” bringing Ford’s philanthropic giving, dealers, employees, technology, and vehicles to support five nonprofits: the American Red Cross, Feeding America, Habitat for Humanity, Team Rubicon, and World Central Kitchen. |
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| FORD PRO |
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| • Generated more than $66 billion in revenue and $6.8 billion in EBIT, delivering a double-digit margin. In the U.S., Transit achieved record volume and Super Duty posted its best year since 2004, up 10%. In Europe, Ford was the No. 1 commercial brand for the 11th straight year. • Grew software and physical services by 10%. They contributed 19% of Ford Pro’s EBIT, approaching our 20% target. • Partnered with ServiceTitan to broaden our reach and integrate more directly with the trades, helping customers run their businesses more efficiently. |
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| FORD BLUE |
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| • Reported Ford Blue EBIT of $3.0 billion on flat full-year revenue of $101 billion. Favorable pricing and a strong lineup offset a 5% decline in wholesales. The Ford brand led the industry in U.S. retail share of revenue. • Delivered strong truck performance globally. Ranger was the second best-selling midsize truck globally and the best-selling midsize truck in Australia and Europe. In North America, F-Series was America’s best-selling truck for the 49th consecutive year, up 8.3%, and outsold the nearest competitor by about 250,000 units. Maverick won MotorTrend Truck of the Year and North American Truck of the Year. This marked the sixth straight year a Ford truck won North American Truck of the Year. In the U.S., F-150 and Maverick were the two best-selling hybrid pickup trucks. • Expanded our off-road mix and profitability. Raptor and other off-road vehicles represented 20.6% of U.S. sales mix, up 2 percentage points. |
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| FORD MODEL e |
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| • Delivered revenue and volume growth of 73% and 69%, respectively, driven by full year of European products. Reported a full-year EBIT loss of $4.8 billion, a $0.3 billion improvement vs. 2024. The business remains focused on reducing structural costs and delivering next-generation vehicles. • Advanced the Universal EV platform to support a family of affordable vehicles, beginning with a midsize pickup in 2027, designed to be cost-accessible, highly competitive, and profitable for Model e. • BlueCruise surpassed 600 million miles of hands-free driving. |
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| FORD CREDIT |
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| • Delivered full-year EBT of $2.6 billion, up 55% year over year. • Received approval for our industrial bank application. This long-term initiative will expand capabilities, allow additional savings options for customers, further diversify the business, and lower our cost of funding over time. |
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| Proxy Summary | | 5 |
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Elements of Executive Compensation
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| COMPONENT | | LINK TO SHAREHOLDER VALUE | | FIXED | Salary | Provides base pay aligned with roles, responsibilities, and individual performance to attract and retain top talent | | SHORT-TERM INCENTIVE | Annual Performance Bonus Plan | Serves as a primary compensation tool to differentiate based on Company and individual annual performance; Incentivizes expedient delivery of Ford+ Plan | | LONG-TERM INCENTIVE | Performance Stock Units (“PSUs”) | Provides a meaningful stake in Ford’s long-term success, focuses executives on achieving corporate goals, and promotes long-term employee retention; Aligns executive and shareholder interest with 100% weight given to our three-year relative Total Shareholder Return (“rTSR”) | | | Restricted Stock Units (“RSUs”) | Incentivizes long-term Company success and employee retention while aligning executives’ interests with those of shareholders | | ADDITIONAL COMPENSATION | Retirement and Benefits | Encourages retention and provides financial security |
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| | 2026 Proxy Statement | | Proxy Summary | | 6 |
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Underlying our compensation programs is an emphasis on sound governance practices. These practices include:
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| WHAT WE DO | | WE DO NOT | | • Perform annual say-on-pay advisory vote for shareholders • Deliver majority of executive compensation in performance-based, at-risk compensation • Use appropriate peer group when establishing compensation and challenging performance objectives • Balance annual and long-term performance objectives through short-and long-term incentive programs • Use both absolute and relative performance metrics • Cap individual payouts in incentive plans and settle all long-term incentive awards in shares | • Include clawback provisions in our incentive grants (see Clawback Policies on page 58) • Maintain robust stock ownership guidelines for Named Executives • 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 tax gross-ups on change in control payments • Provide excessive perquisites • Permit officers to hedge their exposure to Ford common stock or allow unlimited pledging of Ford common stock by officers |
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| Corporate Governance | | 7 |
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Corporate Governance Corporate Governance Principles The Board has adopted Corporate Governance Principles, which provide the framework for the governance of the Company and promote the effective functioning of the Board and its Committees. The Nominating and Governance Committee developed and the Board reviews and assesses the adequacy of the Corporate Governance Principles at least annually. These principles include, among other things: a limitation on the number of boards on which a director may serve, qualifications for directors and Board composition (including a requirement that directors be prepared to resign from the Board in the event of any significant change in their personal circumstances that could affect the discharge of their responsibilities), director orientation and continuing education, and a requirement that the Board and each of its committees perform an annual self-evaluation. Ford’s Corporate Governance Principles may be found on the Company’s website at www.corporate.ford.com.
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| Our Governance Practices | | | The Board continuously reviews our governance practices, assesses the regulatory and legislative environment, and adopts the governance practices that it believes best serve the interests of our shareholders. | |
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| Ford has a long history of operating under sound corporate governance practices, as we aim to be trusted by all who rely on us to help build a better world. These practices include: | | | ✔ Annual Election of All Directors. ✔ Majority Vote Standard. Each director must be elected by a majority of votes cast. ✔ Independent Board. 73% of the Director Nominees are independent. ✔ Lead Independent Director. Ensures management is adequately addressing the matters identified by the Board. ✔ Independent Board Committees. Each of the Audit Committee, Compensation, Talent and Culture Committee, and Nominating and Governance Committee is comprised entirely of independent directors. ✔ Committee Charters. Each standing committee operates under a written charter that has been approved by the Board and is reviewed annually. ✔ Regular Board and Committee Self-Evaluation Process. The Board and each committee evaluates its performance each year. ✔ Term Limits. 15-year term limits for independent directors appointed after 2019 provide regular opportunities for Board refreshment. ✔ Mandatory Deferral of Compensation for Directors. In 2025, 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 Chief Executive Officer (“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. ✔ Executive Sessions. Regular executive sessions of non-employee and independent directors held without management present. |
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| | 2026 Proxy Statement | | Corporate Governance | | 8 |
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| Leadership Structure | | | The Board believes our current leadership structure is optimal because it allows the CEO to focus on leading the organization to deliver product excellence, while the Chair leads the Board in its pursuit to provide direction on Company-wide issues such as risk oversight, business strategy, and stakeholder relationships. | |
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| Ford determines the most suitable leadership structure, which is reviewed from time to time. At present, the Board of Directors has chosen to separate the roles of CEO and Chair of the Board of Directors. James D. Farley, Jr. is our President and CEO, and William Clay Ford, Jr. is Chair of the Board of Directors as well as our Executive Chair. We believe this structure is optimal for Ford because it allows Mr. Farley to focus on leading the organization while Mr. Ford leads the Board of Directors. Furthermore, the Board has appointed John L. Thornton as our Lead Independent Director. We believe having a Lead Independent Director is an important governance practice given that the Chair of the Board, Mr. Ford, is not an independent director under our Corporate Governance Principles. | The duties of the Lead Independent Director include: • chairing the executive sessions of our independent directors; • advising on the selection of Board Committee Chairs; and • working with Messrs. Farley and Ford to ensure management is adequately addressing the matters identified by the Board. This structure optimizes the roles of CEO, Chair, and Lead Independent Director and provides Ford with sound corporate governance in the management of its business. The Board also believes its risk management processes are well-supported by the current Board leadership structure (see Board’s Role in Risk Management on page 13 for more information). |
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| Board Meetings, Composition, and Committees | | | The Board has the appropriate mix of short-, medium-, and long-tenured directors. This mix provides a balance of fresh insight and historical perspective. | |
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| COMPOSITION OF BOARD OF DIRECTORS/NOMINEES | | | The Board proposes to you a slate of nominees for election to the Board at the annual meeting based on the recommendations of the Nominating and Governance Committee. Shareholders who wish to recommend a candidate for nomination by the Board or nominate an individual for election as a director must follow the procedures described on page 85 under Other Items—Shareholder Proposals for 2027. The Nominating and Governance Committee also reviews and makes recommendations to the Board on matters such as the size and composition of the Board so that the Board includes the requisite expertise, and its membership consists of persons with sufficiently varied and independent | backgrounds. Between annual shareholder meetings, the Board may elect directors to the Board to serve until the next annual meeting to either fill a vacancy on the Board or expand the Board if a candidate is identified that would bring additional skills and expertise to the Board. The Board utilizes a robust peer and Board and Committee self-assessment process. Periodically, we engage an outside party to communicate with each director concerning Board dynamics and effectiveness and provide feedback to the Board on areas of strengths, weaknesses, and opportunities for improvement. We use an evaluation process whereby every five years each director’s skills and qualifications are analyzed to determine whether such skills and qualifications remain relevant in light of changing business conditions. |
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| Corporate Governance | | 9 |
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| In 2019, the Board adopted a policy for new independent directors that provides that an independent director may serve up to 15 one-year terms, unless unique circumstances warrant additional terms. The Board believes that it has an appropriate mix of short-, medium-, and long-tenured directors, which provides a balance that enables the Board to benefit from both fresh insights and historical perspectives during its deliberations and informs Board succession planning. | In addition, having a Ford family member, William Clay Ford, Jr., as our Executive Chair brings a unique and historical long-term perspective to Board deliberations, while Alexandra Ford English and Henry Ford III, who were first elected to the Board at the 2021 Annual Meeting, provide different perspectives and valuable insights while continuing the Ford family’s more than 121 years of active involvement with and stewardship of the Company. Alexandra Ford English and Henry Ford III are the daughter and first cousin once removed, respectively, of William Clay Ford, Jr. |
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| BOARD COMMITTEES |
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| Current Directors | Audit | Compensation, Talent and Culture | Finance | Nominating and Governance | Sustainability, Innovation and Policy | | Kimberly A. Casiano | · | | | · | · | | Adriana Cisneros | | | | · | · | | Alexandra Ford English | | | · | | · | | James D. Farley, Jr. | | | | | | | Henry Ford III | | | · | | · | | William Clay Ford, Jr. | | | CHAIR | | · | | William W. Helman IV | | | · | · | CHAIR | | Jon M. Huntsman, Jr. | | | | | · | | William E. Kennard | | | · | CHAIR | · | | John C. May | | · | · | · | | | Beth E. Mooney | · | | | · | | | Lynn Radakovich | | CHAIR | | · | · | | John L. Thornton | | · | · | · | | | John B. Veihmeyer | CHAIR | | | · | | | John S. Weinberg | | · | · | · | · |
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| Only independent directors serve on the Audit Committee, Compensation, Talent and Culture Committee, and Nominating and Governance Committee, in accordance with the independence standards of the New York Stock Exchange LLC (“NYSE”) Listed Company and Securities and Exchange Commission (“SEC”) rules and the Company’s Corporate Governance Principles. Under these standards, members of the Audit Committee also satisfy the heightened SEC independence standards for audit committees, and the members of the Compensation, Talent and Culture Committee satisfy the additional NYSE independence standards for compensation committees. Each member of the Audit Committee also meets the financial literacy requirements of the NYSE Listed Company | rules, and the Board has determined that Mr. Veihmeyer qualifies as an “Audit Committee financial expert” within the meaning of SEC regulations and applicable NYSE rules. The Board, and each committee of the Board, has the authority to engage independent consultants and advisors at the Company’s expense. The Company has published on its corporate website (www.corporate.ford.com) the charter of each of the Audit Committee, Compensation, Talent and Culture Committee, Finance Committee, Nominating and Governance Committee, and Sustainability, Innovation and Policy Committee of the Board. |
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| | 2026 Proxy Statement | | Corporate Governance | | 10 |
BOARD COMMITTEE FUNCTIONS
| MEMBERS • Lynn Radakovich, Chair • John C. May • John L. Thornton • John S. Weinberg MEETINGS IN 2025: 8 MEMBER QUALIFICATIONS • Each member of the Compensation, Talent and Culture Committee is independent, in accordance with the NYSE standards and SEC rules and the Company’s Corporate Governance Principles REPORT The Compensation Committee Report is on page 59 | • Establishes and reviews the overall executive compensation philosophy and strategy of the Company. • 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. • Reviews and discusses key people-related business strategies, including leadership succession planning, culture, and talent development programs. • 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. |
OVERSIGHT OF RISK MANAGEMENT
| • | mix of base salary, annual bonus opportunities, and long-term equity compensation, with performance-based equity compensation opportunities for officers; |
OVERSIGHT OF RISK MANAGEMENT
| • | alignment of annual and long-term incentives to ensure that the awards encourage balanced behavior and incentivize performance results; |
OVERSIGHT OF RISK MANAGEMENT
| • | inclusion of non-financial metrics, such as quality, and other quantitative and qualitative performance factors in determining actual compensation payouts; |
OVERSIGHT OF RISK MANAGEMENT
| • | capped payout levels for both the Incentive Bonus Plan and performance-based stock awards for Named Executives—the Compensation, Talent and Culture Committee has negative discretion over incentive program payouts; |
OVERSIGHT OF RISK MANAGEMENT
| • | use of RSUs that vest ratably over three years and PSUs that have a three-year performance period that measures performance against rTSR; |
OVERSIGHT OF RISK MANAGEMENT
| • | 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; |
OVERSIGHT OF RISK MANAGEMENT
| • | double-trigger change in control provisions for equity grants; and |
OVERSIGHT OF RISK MANAGEMENT
| 1. | For executive officers, included in the amounts for “All Directors and Executive Officers as a group” are RSUs issued under our Long-Term Incentive Plans (the “LTI Plans”) as long-term incentive grants for retention and other incentive purposes. |
OVERSIGHT OF RISK MANAGEMENT
In addition, amounts shown include RSUs issued under the LTI Plans as follows: 1,222,764 units for Mr. Farley; 953,213 units for William Clay Ford, Jr.; 559,462 units for Mr. Lawler, 340,588 units for Ms. House, 510,204 units for Ms. Davis; and 903,637 units for Mr. Field. In addition, amounts shown include RSUs issued under the 2014 Stock Plan for Non-Employee Directors of Ford Motor Company (the “2014 Plan”) as follows: 258,269 units for Ms. Casiano; 40,311 units for Gov. Huntsman; 240,727 units for Mr. Kennard; 132,698 units for Ms. Mooney; 196,609 units for Ms. Radakovich; 63,596 units for Mr. Veihmeyer; and 96,804 units for Mr. Weinberg. In addition, amounts shown include RSUs issued under the 2024 Stock Plan for Non-Employee Directors of Ford Motor Company (the “2024 Plan”) as follows: 39,632 units for Ms. Casiano; 45,432 units for Ms. Cisneros; 39,632 units for Gov. Huntsman; 39,632 units for Mr. Kennard; 39,632 units for Ms. Mooney; 39,632 units for Ms. Radakovich; 106,025 units for Mr. Veihmeyer; and 508,065 units for Mr. Weinberg.
OVERSIGHT OF RISK MANAGEMENT
| 2. | Amounts shown include shares that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of February 1, 2026, as follows: 1,659,954 shares for Mr. Farley and 1,408,367 shares for William Clay Ford, Jr. |
RELATED PERSON TRANSACTIONS
| | | Kimberly A. Casiano | | Age: 68 Independent Director Since: 2003 Committees: Audit; Nominating and Governance; Sustainability, Innovation and Policy |
RELATED PERSON TRANSACTIONS
| | | Adriana Cisneros | | Age: 46 Independent Director Since: 2024 Committees: Nominating and Governance; Sustainability, Innovation and Policy |
RELATED PERSON TRANSACTIONS
| | | Alexandra Ford English | | Age: 38 Director Since: 2021 Committees: Finance; Sustainability, Innovation and Policy |
RELATED PERSON TRANSACTIONS
| | | James D. Farley, Jr. | | Age: 63 Director Since: 2020 Committees: N/A |
RELATED PERSON TRANSACTIONS
| | | Henry Ford III | | Age: 45 Director Since: 2021 Committees: Finance; Sustainability, Innovation and Policy |
RELATED PERSON TRANSACTIONS
| | | William Clay Ford, Jr. | | Age: 68 Director Since: 1988 Committees: Finance (Chair); Sustainability, Innovation and Policy |
RELATED PERSON TRANSACTIONS
| | | William W. Helman IV | | Age: 67 Independent Director Since: 2011 Committees: Finance; Nominating and Governance; Sustainability, Innovation and Policy (Chair) |
RELATED PERSON TRANSACTIONS
| | | Jon M. Huntsman, Jr. | | Age: 66 Director Since: 2020 (also served 2012-2017) Independent Director Since: 2026 Committees: Sustainability, Innovation and Policy |
RELATED PERSON TRANSACTIONS
| | | William E. Kennard | | Age: 69 Independent Director Since: 2015 Committees: Finance; Nominating and Governance (Chair); Sustainability, Innovation and Policy |
RELATED PERSON TRANSACTIONS
| | | John C. May | | Age: 57 Independent Director Since: 2021 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance |
RELATED PERSON TRANSACTIONS
| | | Beth E. Mooney | | Age: 71 Independent Director Since: 2019 Committees: Audit; Nominating and Governance |
RELATED PERSON TRANSACTIONS
| | | Lynn Radakovich | | Age: 58 Independent Director Since: 2017 Committees: Compensation, Talent and Culture (Chair); Nominating and Governance; Sustainability, Innovation and Policy |
RELATED PERSON TRANSACTIONS
| | | John L. Thornton | | Age: 72 Lead Independent Director Since: 2022 Independent Director Since: 1996 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance |
RELATED PERSON TRANSACTIONS
| | | John B. Veihmeyer | | Age: 70 Independent Director Since: 2017 Committees: Audit (Chair); Nominating and Governance |
RELATED PERSON TRANSACTIONS
| | | John S. Weinberg | | Age: 69 Independent Director Since: 2016 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance; Sustainability, Innovation and Policy |
RELATED PERSON TRANSACTIONS
| | 2026 Proxy Statement | | Director Compensation in 2025 | | 36 |
RELATED PERSON TRANSACTIONS
| (a) | (b) | (c) | Perquisites/ Evaluation Vehicles(3) ($) | Tax Reimbursement ($) | Life Insurance Premiums(4) ($) | (d) | (e) | | Name | Fees Earned or Paid in Cash(1)($) | Stock Awards(2) ($) | | | | All Other Compensation(5) ($) | Total(5) ($) | | Kimberly A. Casiano | 100,000 | 215,000 | 19,762 | 15,816 | 264 | 35,842 | 350,842 | | Adriana Cisneros | — | 314,997 | 16,153 | 11,035 | — | 27,188 | 342,185 | | Alexandra Ford English | — | 314,997 | 44,692 | 17,793 | 264 | 62,749 | 377,746 | | Henry Ford III | 100,000 | 215,000 | 46,173 | 18,000 | 264 | 64,438 | 379,438 | | William W. Helman IV | 120,000 | 215,000 | 4,368 | 3,424 | — | 7,792 | 342,792 | | Jon M. Huntsman, Jr. | 100,000 | 215,000 | 48,599 | 19,321 | 264 | 68,184 | 383,184 | | William E. Kennard | 120,000 | 215,000 | 47,711 | 18,647 | 264 | 66,622 | 401,622 | | John C. May II | — | 314,997 | 14,868 | 12,777 | 264 | 27,909 | 342,906 | | Beth E. Mooney | 100,000 | 215,000 | 19,883 | 8,685 | 66 | 28,634 | 343,634 | | Lynn Radakovich | 125,000 | 215,000 | 48,714 | 23,786 | 264 | 72,763 | 412,763 | | John L. Thornton | 150,000 | 215,000 | 18,500 | 13,034 | 264 | 31,798 | 396,798 | | John B. Veihmeyer | — | 345,000 | 40,120 | 21,261 | 264 | 61,645 | 406,645 | | John S. Weinberg | — | 314,997 | 19,153 | 17,355 | 66 | 36,574 | 351,571 |
RELATED PERSON TRANSACTIONS
| 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. |
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| 2025 PSU TSR Peer Group | The peer group identified on page 48 against whom Ford’s rTSR over a three-year performance period will be measured to determine the results and payout of Ford’s 2025 PSU grants to Named Executives. | | Board | Ford’s Board of Directors | | Bonus Plan | Annual Performance Bonus Plan | | CD&A | Compensation Discussion & Analysis | | CEO | Chief Executive Officer | | Committee | The Compensation, Talent and Culture Committee of the Board | | Company | Ford Motor Company, also referred to herein as “Ford,” “we,” or “us” | | Compensation Survey Peer Group | The peer group(s) the Committee uses as one of several factors in evaluating the competitiveness of overall compensation opportunities and specific elements of compensation for Ford’s executive officers. See “External Market Analysis” beginning on page 55 for more information on Compensation Survey Peer Groups. | | EBIT | Earnings before interest and taxes. Adjusted EBIT is a non-GAAP financial measure. See Appendix III to this Proxy Statement for more information on Adjusted EBIT and its reconciliation to its most comparable GAAP measure (Net Income/(Loss) Attributable to Ford). | | Ford | Ford Motor Company, also referred to herein as the “Company,” “we,” or “us” | | LTIP | The Ford Motor Company 2023 Long-Term Incentive Plan | | Named Executives | The executive officers of Ford identified on page 42 | | PSU | Performance Stock Unit | | RSU | Restricted Stock Unit | | rTSR | Relative Total Shareholder Return | | SEC | United States Securities and Exchange Commission |
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| | | | | | | | 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. |
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| The Company’s Annual Performance Bonus Plan is an annual cash bonus program that incentivizes executives (and other salaried employees) to work together to advance the Company’s strategic objectives and deliver on the Ford+ plan. The 2025 Annual Performance Bonus Plan metrics emphasized the Company’s commitment to driving growth, improving quality, global electrified vehicle volume, connectivity, and creating long-term growth and stakeholder value. For 2025, the Company’s financial metric was EBIT Margin, and the quality metric consisted of Repairs/1,000 at zero and three months in service, which are well understood industry standard metrics that have 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. The metrics also include global electrified vehicle volume (excluding China), which demonstrates the Company’s commitment to the spectrum of electrification in vehicles. Finally, the metrics measure the revenue from integrated services for each vehicle sold, reflecting the growing importance of connectivity as a source of growth. | |
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| Base Salary | | Target Opportunity | | Business Performance Factor | | Individual Performance Factor | | Annual Performance Bonus Payout |
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| * 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. |
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| | PSU awards provide a significant compensation opportunity tied to Ford’s long-term performance. For PSUs granted in 2025, the number of shares awarded as final awards in 2028 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 “2025 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 2025 PSU Grants because it provides a simple and transparent objective metric of Ford’s long-term performance. The Committee chose to use the 2025 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 55-56) 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 2025 PSU TSR Peer Group is unchanged from 2024 and consists of the following companies: |
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| 2025 PSU TSR Peer Group | | | | | BMW | Hyundai | Renault | Suzuki | | BYD and NIO* | Kia | Rivian | Tesla | | General Motors | Mercedes-Benz Group | Stellantis | Toyota | | Honda | Nissan | Subaru | Volkswagen |
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| 2025 LTIP Target Opportunity | | | | | Name | PSUs | RSUs | Total | | James D. Farley, Jr. | $9,744,000 | $6,496,000 | $16,240,000 | | William Clay Ford, Jr. | $7,596,000 | $5,064,000 | $12,660,000 | | Sherry House | $3,000,000 | $2,000,000 | $5,000,000 | | John T. Lawler | $3,900,000 | $2,600,000 | $6,500,000 | | Alicia Boler Davis* | N/A | N/A | N/A | | J. Doug Field | $4,800,000 | $3,200,000 | $8,000,000 |
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| 2023 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 |
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| NAME | 2023 PSU TARGET (# UNITS) | 2023 PSU PAYOUT % OF TARGET | 2023 PSUS EARNED (# UNITS) | | James D. Farley, Jr. | 744,954 | 63% | 469,321 | | William Clay Ford, Jr. | 580,733 | 63% | 365,861 | | Alicia Boler Davis | N/A | N/A | N/A | | J. Doug Field | 403,669 | 63% | 254,311 | | Sherry House | N/A | N/A | N/A | | John Lawler | 198,165 | 63% | 124,843 |
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| • | Annual Performance Bonus Plan target opportunity of 125% of base salary, with actual payout dependent on achievement of business objectives and individual performance |
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| • | Annual LTIP target of $8,000,000 beginning in 2026. |
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| • | A sign-on cash bonus of $5.1 million, which is equal to the amount of compensation forfeited from her previous company. $3.25 million was paid upon her joining the Company, and the remaining $1.85 million will be paid after 1 year. The entire payment is subject to a 2-year clawback. |
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| • | A sign-on equity award of $12.0 million, which is intended to compensate her for the equity she would have received from her prior company within one year of her departure. The award is split 50% into RSUs which will vest in equal parts over two years beginning in 2026 and 50% into PSUs which will have performance measures and goals consistent with the Company’s 2025-2027 PSUs and will vest at the end of 2027. The equity awards will be forfeited if Ms. Boler Davis leaves the Company prior to vesting. |
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| • | An additional equity award of $5.0 million to be granted in September 2026 in RSUs vesting in equal parts in 2027 and 2028. This equity award will be forfeited if Ms. Boler Davis leaves the Company prior to vesting. |
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| James D. Farley, Jr. President and Chief Executive Officer | | Mr. Farley’s 2025 Base Salary and LTIP Award are unchanged from 2024. Business Performance Factor: 130% Individual Performance Factor: 130% LTIP Award Percent of Target: 100% |
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| William Clay Ford, Jr. Executive Chair | | Mr. Ford’s 2025 Base Salary and LTIP Award are unchanged from 2024. Business Performance Factor: 130% Individual Performance Factor: 130% LTIP Award Percent of Target: 100% |
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| Alicia Boler Davis President, Ford Pro | | Ms. Davis’ 2025 Bonus Plan Award was pro-rated based on her September 2025 start date. Business Performance Factor: 130% Individual Performance Factor: 100% |
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| • | Peers of Peers: A selection of peers identified by peer companies; |
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| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | | | | | | Non-Equity | Change in Pension Value and Nonqualified Deferred | | | | Name and Principal | | Salary | Bonus(2) | Stock Awards(3) | Option Awards(3) | Incentive Plan Compensation(4) | Compensation Earnings(5) | All Other Compensation(6) | Total | | Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | James D. Farley, Jr. President and Chief Executive Officer | 2025 | 1,700,000 | — | 18,868,309 | — | 5,746,000 | — | 1,205,249 | 27,519,558 | | | 2024 | 1,700,000 | — | 20,645,446 | — | 1,618,740 | — | 897,680 | 24,861,866 | | | 2023 | 1,700,000 | — | 20,329,795 | — | 2,399,040 | — | 2,041,198 | 26,470,033 | | William Clay Ford, Jr. Executive Chair | 2025 | 1,700,000 | — | 14,708,911 | — | 1,690,000 | — | 2,177,555 | 20,276,466 | | | 2024 | 1,700,000 | — | 16,094,289 | — | 476,100 | — | 2,109,523 | 20,379,912 | | | 2023 | 1,700,000 | — | 15,848,199 | — | 705,600 | 155,876 | 2,203,425 | 20,613,100 | | Sherry A. House Chief Financial Officer | 2025 | 920,250 | — | 5,809,204 | — | 1,355,738 | — | 291,807 | 8,376,999 | | | 2024 | 528,263 | 1,250,000 | 9,356,007 | — | 517,500 | — | 451,095 | 12,102,865 | | John T. Lawler(1) Vice Chair | 2025 | 1,270,025 | — | 7,551,960 | — | 2,245,241 | 522,803 | 170,152 | 11,760,181 | | | 2024 | 1,230,908 | — | 5,491,870 | — | 1,028,376 | 1,485,738 | 129,162 | 9,366,054 | | | 2023 | 1,187,250 | — | 5,407,923 | — | 1,414,350 | 1,883,255 | 138,434 | 10,031,212 | | Alicia Boler Davis President, Ford Pro | 2025 | 309,090 | 3,250,000 | 14,704,079 | — | 650,000 | 1,400 | 58,225 | 18,972,794 | | J. Douglas Field Chief Electric Vehicle, Digital, and Design Officer | 2025 | 549,418 | — | 13,942,090 | — | 539,612 | 38,116 | 205,022 | 15,274,258 | | | 2024 | 532,496 | — | 14,513,450 | — | 319,939 | 5,298 | 167,331 | 15,538,515 | | | 2023 | 513,500 | — | 14,179,265 | — | 440,748 | 19,807 | 214,648 | 15,367,968 |
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| * Mr. Ford has reached the 35-year service cap under the Defined Benefit Supplemental Executive Retirement Plan (“DB SERP”), BEP-General Retirement Plan (“GRP”), and Executive Separation Allowance Program (“ESAP”). Mr. Lawler has reached the 35-year service cap under the GRP, DB SERP, BEP-GRP, and ESAP. |
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“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, divided by 12, then rounded down to the nearest multiple of $50. “Covered Compensation” is based on the average of the Social Security maximum taxable wage base for the preceding 35-year period ending in the year of termination. 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 who are any age with 30 or more years of credited pension service, 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
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| • | 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, 2025. |
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| (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Benefits and Payments Upon Termination | Voluntary Termination ($) | Retirement Eligible ($) | Change In Control (CIC)(7)($) | Involuntary Not for Cause Termination ($) | For Cause Termination ($) | Death or Disability ($) | | James D. Farley, Jr. Compensation: Base Salary | 0 | 0 | 1,700,000 | 1,700,000 | 0 | 0 | | Incentive Bonus Plan(1) | 0 | 5,746,000 | 3,400,000 | 3,400,000 | 0 | 5,746,000 | | Performance Units(2) | 0 | 0 | 43,748,867 | 0 | 0 | 0 | | Restricted Stock Units(3) | 0 | 0 | 16,042,664 | 0 | | 16,042,664 | | Stock Options(4) | 0 | 0 | 0 | 0 | 0 | 0 | | Benefits and Perquisites: | | | | | | | | Evaluation Vehicles(5) | 0 | 16,207 | 0 | 0 | 0 | 0 | | Life Insurance/Death Benefit(6) | 0 | 0 | 0 | 0 | 0 | 5,165,385 | | Total: | 0 | 5,762,207 | 64,891,530 | 5,100,000 | 0 | 26,954,048 | | William Clay Ford, Jr. Compensation: Base Salary | 0 | 0 | 0 | 0 | 0 | 0 | | Incentive Bonus Plan(1) | 0 | 1,690,000 | 0 | 0 | 0 | 1,690,000 | | Performance Units(2) | 0 | 0 | 34,104,696 | 0 | 0 | 0 | | Restricted Stock Units(3) | 0 | 0 | 12,571,781 | 0 | 0 | 12,571,781 | | Stock Options(4) | 0 | 0 | 0 | 0 | 0 | 0 | | Benefits and Perquisites: | | | | | | | | Evaluation Vehicles(5) | 0 | 13,249 | 0 | 0 | 0 | 0 | | Life Insurance/Death Benefit(6) | 0 | 0 | 0 | 0 | 0 | 5,165,385 | | Total: | 0 | 1,703,249 | 46,676,477 | 0 | 0 | 19,427,165 |
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| • | 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. |