F Ford Motor Company

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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Ford Motor Company

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Dear Shareholders:

It is my pleasure to inform you that our 2025 Annual Meeting of Shareholders will be conducted online on Thursday, May 8, 2025, starting at 8:30 a.m. EDT. Shareholders will be able to listen, submit questions, and vote from any remote location with internet connectivity. Information on how to participate in this year’s virtual meeting can be found on page 101.

As we have many times in our history, we are being tested by forces reshaping our industry. Technological leaps, geopolitical uncertainties, compliance pressure, and new competitors are all disrupting the status quo. And yet, Ford is well-positioned to navigate these challenges and emerge as a winner. We have developed three distinct automotive businesses, Ford Blue, Ford Model e, and Ford Pro, to grow and serve customers in unique ways. And we offer the greatest choice of powertrains — gas, hybrid, and electric — which positions us well no matter how the market develops in the coming years.

Last year, we made meaningful progress on our Ford+ transformation plan. Bolstered by appealing products, choices of propulsion and unparalleled services we offer customers, we achieved our highest revenue year in Ford’s history and our fourth consecutive year of top-line growth. We also delivered about $500 million in net cost reductions in the second half of 2024, which shows progress on our objective to close our cost gap to key competitors. Globally, we are building a more resilient organization and have moved from significant losses to solidly profitable outside North America. This turnaround is the result of years of diligent work to restructure around the world in China, Europe, and South America.

We are building on these strengths in 2025 and remain committed to reaching industry-leading quality and cost efficiency, our top operating priorities for this year. We will continue to invest in our future and build even more momentum for our business by offering customers value at the intersection of distinctive vehicles for work, fun and adventure, software-defined experiences, and services that save time.

One of our greatest strengths is the trust that our employees and stakeholders have in our company. Despite all the changes in our industry, this remains evident today. Our board of directors and leadership team are committed to continue earning your trust by delivering business results as we continue to position Ford Motor Company for the future

Thank you for your support and your commitment to our Company’s future.

March   , 2025

William Clay Ford, Jr.
Chair of the Board​

 

Notice of Virtual Annual Meeting of
Shareholders of Ford Motor Company

Thursday, May 8, 2025​

8:30 a.m., Eastern Daylight Saving Time

This year’s virtual annual meeting will begin at 8:30 a.m., Eastern Daylight Saving Time. If you plan to participate in the virtual meeting, please see the instructions on page 101 of the Proxy Statement. Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. There will be no physical location for shareholders to attend. Shareholders may participate online by logging in at www.virtualshareholdermeeting.com/FORD2025.

ITEMS OF BUSINESS:

1.

The election of the 15 director nominees named in the Proxy Statement.

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2.

The ratification of the selection of PricewaterhouseCoopers LLP as Ford’s independent registered public accounting firm for 2025.

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3.

A non-binding shareholder advisory vote to approve the compensation of the Named Executives.

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4.

Approval of the Tax Benefit Preservation Plan.

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5.

Consideration of the three shareholder proposals set forth in the Proxy Statement.

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If you were a shareholder at the close of business on March 12, 2025, you are eligible to vote at this year’s annual meeting.

Please read these materials so that you will know which items of business we intend to cover during the meeting. If you are a “shareholder of record” ​(that is, you hold your shares of common stock in your own name), you may vote your shares by submitting a proxy via the internet, mail, or telephone by following the instructions on your proxy card. If you are a “beneficial owner” or a “street name” holder (that is, you hold your shares of common stock through a broker, bank, or other nominee), you will receive instructions on how to vote as part of the proxy materials you receive from the bank, broker, or other nominee. We urge all shareholders to promptly vote according to the instructions provided even if you plan to attend the virtual annual meeting online.

Please see Other Items and the Questions and Answers section beginning on page 96 for important information about the proxy materials, voting, the virtual annual meeting, Company documents, communications, and the deadline to submit shareholder proposals for the 2026 Annual Meeting of Shareholders.

March    , 2025

Sarah E. Fortt
Secretary​

 

Table of Contents

​	Proxy Summary​	​	​	​	​	1	​	​
​	Corporate Governance	​	​	​	​	7	​	​
​	Corporate Governance Principles	​	​	​	​	7	​	​
​	Our Governance Practices	​	​	​	​	7	​	​
​	Leadership Structure	​	​	​	​	8	​	​
​	Board Meetings, Composition, and Committees	​	​	​	​	8	​	​
​	Board’s Role in Risk Management	​	​	​	​	13	​	​
​	Independence of Directors and Relevant Facts and Circumstances	​	​	​	​	16	​	​
​	Codes of Ethics and Insider Trading Policy	​	​	​	​	18	​	​
​	Communications with the Board and Annual Meeting Attendance	​	​	​	​	18	​	​
​	Beneficial Stock Ownership	​	​	​	​	19	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	21	​	​
​	Certain Relationships and Related Person Transactions	​	​	​	​	21	​	​
​	Stakeholder Engagement	​	​	​	​	23	​	​
​	Government Affairs Activities	​	​	​	​	24	​	​
​	Environmental, Social, and Governance	​	​	​	​	24	​	​
​	Proposal 1. Election of Directors	​	​	​	​	25	​	​
​	Director Skills and Diversity Matrix	​	​	​	​	26	​	​
​	Director Nominees	​	​	​	​	27	​	​
​	Director Compensation in 2024	​	​	​	​	35	​	​
​	Proposal 2. Ratification of Independent Registered Public Accounting Firm	​	​	​	​	37	​	​
​	Audit Committee Report	​	​	​	​	38	​	​
​	Proposal 3. Approval of the Compensation of the Named Executives​	​	​	​	​	39	​	​
​	CD&A GLOSSARY	​	​	​	​	40	​	​
​	COMPENSATION DISCUSSION AND ANALYSIS (CD&A)	​	​	​	​	41	​	​
​	COMPENSATION COMMITTEE REPORT	​	​	​	​	65	​	​
​	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	​	​	​	​	65	​	​

​	COMPENSATION OF NAMED EXECUTIVES	​	​	​	​	66	​	​
​	Summary Compensation Table	​	​	​	​	66	​	​
​	Grants of Plan-Based Awards in 2024	​	​	​	​	69	​	​
​	Outstanding Equity Awards at 2024 Fiscal Year-End	​	​	​	​	70	​	​
​	Option Exercises and Stock Vested in 2024	​	​	​	​	71	​	​
​	Pension Benefits in 2024	​	​	​	​	71	​	​
​	Nonqualified Deferred Compensation in 2024	​	​	​	​	73	​	​
​	Potential Payments Upon Termination or Change-in-Control	​	​	​	​	74	​	​
​	Equity Compensation Plan  Information	​	​	​	​	77	​	​
​	Pay Ratio	​	​	​	​	78	​	​
​	Pay Versus Performance	​	​	​	​	79	​	​
​	Proposal 4. Approval of the Tax Benefit Preservation Plan	​	​	​	​	83	​	​
​	Shareholder Proposals	​	​	​	​	86	​	​
​	Proposal 5. Shareholder Proposal	​	​	​	​	86	​	​
​	Proposal 6. Shareholder Proposal	​	​	​	​	89	​	​
​	Proposal 7. Shareholder Proposal	​	​	​	​	93	​	​
​	Other Items	​	​	​	​	96	​	​
​	Questions and Answers About the Proxy Materials	​	​	​	​	98	​	​
​	Instructions for the Virtual Annual Meeting	​	​	​	​	101	​	​
​	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	​	​

 

Proxy Summary

This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting. Please see the Questions and Answers section beginning on page 98 for important information about proxy materials, voting, the virtual annual meeting, Company documents, and communications.

The Board of Directors is soliciting proxies to be used at the annual meeting of shareholders. This Proxy Statement and the enclosed proxy are being made available to shareholders beginning March   , 2025.

TIME OF VIRTUAL ANNUAL MEETING

MEETING AGENDA

CORPORATE GOVERNANCE HIGHLIGHTS

 

DIRECTOR NOMINEES

Qualifications

 

Ford Motor Company was incorporated in Delaware in 1919. We acquired the business of a Michigan company, also known as Ford Motor Company, which had been incorporated in 1903 to produce and sell automobiles designed and engineered by Henry Ford. We are a global company based in Dearborn, Michigan. With about 171,000 employees worldwide, the Company is 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. 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 and services tailored to their needs. Additionally, the Company provides financial services through Ford Motor Credit Company LLC (“Ford Credit”).

Full-Year 2024 OPERATING PERFORMANCE

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.

 

 

CD&A Overview

Underlying our compensation programs is an emphasis on sound governance practices. These practices include:

 

ELEMENTS OF EXECUTIVE COMPENSATION

Executive Officer Group Target Opportunity Mix

 

Corporate Governance

Corporate Governance Principles

The Nominating and Governance Committee developed and recommended to the Board a set of corporate governance principles, which the Board adopted. Ford’s Corporate Governance Principles may be found on its website at www.corporate.ford.com. These principles include: a limitation on the number of boards on which a director may serve, qualifications for directors (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. Shareholders may obtain a printed copy of the Company’s Corporate Governance Principles by writing to our Shareholder Relations Department at Ford Motor Company, Shareholder Relations, P.O. Box 6248, Dearborn, MI 48126.

Our Governance Practices

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. 67% of the Director Nominees are independent. ​	​
​	Lead Independent Director. Ensures management is adequately addressing the matters identified by the Board. ​	​
​	Independent Board Committees. Each of the Audit Committee, Compensation, Talent and Culture Committee, and Nominating and Governance Committee is comprised entirely of independent directors. ​	​
​	Committee Charters. Each standing committee operates under a written charter that has been approved by the Board and is reviewed annually. ​	​
​	Independent Directors Meet Regularly Without Management and Non-Independent Directors. ​	​
​	Regular Board and Committee Self-Evaluation Process. The Board and each committee evaluates its performance each year. ​	​
​	Mandatory Retirement Age and Term Limits. 15-year term limits for independent directors appointed after 2019 and mandatory retirement age of 72 provide regular opportunities for Board refreshment. ​	​

​	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. ​	​

 

Leadership Structure

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:

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chairing the executive sessions of our independent directors;

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advising on the selection of Board Committee Chairs; and

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working with Messrs. Farley and Ford to ensure management is adequately addressing the matters identified by the Board.

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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.

Board Meetings, Composition, and Committees

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 96 under Other Items — Shareholder Proposals for 2026.

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 either to fill a vacancy on the Board or to 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.

The Board maintains a mandatory retirement age of 72 for directors. 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 continues to maintain the mandatory retirement age of 72 so that any independent directors appointed or elected to the Board after 2019 will not be re-nominated when they reach the earlier of having served for 15 terms or age 72, absent a waiver from the Board for unique circumstances. In July 2024, the Committee recommended that the size of the Board be increased to 15 and that Adriana Cisneros be appointed to the Board.

 

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 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.

EXECUTIVE SESSIONS OF NON-EMPLOYEE DIRECTORS

Non-employee directors ordinarily meet in executive session without management present at regularly scheduled Board meetings and may meet at other times at the discretion of the Lead Independent Director or at the request of any non-employee director. Additionally, all of the independent directors meet periodically (at least annually) without management or non-independent directors present.

BOARD COMMITTEES

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 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. Printed copies of each of the committee charters are available by writing to our Shareholder Relations Department at Ford Motor Company, Shareholder Relations, P.O. Box 6248, Dearborn, MI 48126.

 

BOARD COMMITTEE FUNCTIONS

 

 

 

Board’s Role in Risk Management

The oversight responsibility of the Board and its committees is supported by Company management and the risk management processes that are currently in place. Ford has extensive and effective risk management processes, relating specifically to compliance, reporting, operating, and strategic risks.

Compliance Risk encompasses matters such as legal and regulatory compliance (e.g., Foreign Corrupt Practices Act, environmental, Occupational Safety and Health Administration/safety, etc.).

Reporting Risk covers Sarbanes-Oxley compliance, compliance with SEC and NYSE rules and regulations, disclosure controls and procedures, and accounting compliance.

Operating Risk addresses the myriad of matters related to the operation of a complex company such as Ford (e.g., quality, supply chain, sales and service, financing and liquidity, product development and engineering, labor, etc.).

Strategic Risk encompasses somewhat broader and longer-term matters, including, but not limited to, technology development, environmental and social sustainability, capital allocation, management development, retention and compensation, competitive developments, and geopolitical developments.

We believe that key success factors in risk management at Ford include a strong risk analysis tone set by the Board and senior management, which is shown through their commitment to effective top-down and bottom-up communication (including communication between management and the Board and Committees), and active cross-functional participation among the Business Segments and Skill Teams. We have institutionalized a regular Forecast, Controls and Risk Review and Special Attention Review process where the senior leadership of the Company reviews the status of the business, the risks and opportunities presented to the business (in the areas of compliance, reporting, operating, and strategic risks), and develops specific plans to address those risks and opportunities.

The Enterprise Risk Management process adopted by the Company identifies the top critical enterprise risks through engagement with senior management and the Board of Directors. Once identified, the top risks are validated, prioritized, and assigned risk owners who are responsible to oversee risk assessment, develop and implement mitigation plans, and provide regular updates. The Enterprise Risk Management process also engages Business Segments and Skill Teams to determine which of the enterprise risks are most relevant to their specific objectives, and identify any additional risks that may materially affect the enterprise. The Audit Committee annually reviews the process to update the list of critical risks and monitor risk movement and emerging trends, and the Enterprise Risk Management team also benchmarks the annual risk assessment with outside sources to ensure the Company assessment and approach is up to date with external risk developments and best practices.

As noted above, the full Board of Directors has overall responsibility for the oversight of risk management at Ford and oversees operating risk management with reviews at each of its regular Board meetings. The Board of Directors has delegated responsibility for the oversight of specific areas of risk management to certain committees of the Board, with each Board committee reporting to the full Board as appropriate. The Audit Committee assists the Board of Directors in overseeing compliance and reporting risk, cybersecurity risk, and the Enterprise Risk Management process itself. The Sustainability, Innovation and Policy Committee assists the Board of Directors in overseeing environmental and social sustainability risks, while the Compensation, Talent and Culture Committee assists the Board of Directors in overseeing risks related to compensation and people-related business strategies. The Board and the appropriate committees also periodically review other policies related to personnel matters, including those related to sexual harassment and anti-retaliation policies related to whistleblowers. The Board, the Sustainability, Innovation and Policy Committee, the Compensation, Talent and Culture Committee, the Finance Committee, and the Audit Committee all play a role in overseeing operating and strategic risk management. The scope and severity of cybersecurity risks is evolving, and we devote significant resources to our security program that we believe is reasonably designed to mitigate these risks. The Audit Committee receives regular updates on our cybersecurity practices as well as cybersecurity and information technology risks from our Chief Information Security Officer. These updates include topics related to cybersecurity practices, cyber risks, and risk management processes, such as updates to our cybersecurity programs and

 

mitigation strategies, and other cybersecurity developments. In addition to these regular updates, as part of our incident response processes, the Chief Enterprise Technology Officer, in collaboration with the Chief Information Security Officer and Chief Policy Officer and General Counsel, provides updates on certain cybersecurity incidents to the Audit Committee and, in some cases, the Board. The Audit Committee reviews and provides input into and oversight of our cybersecurity processes, and in the event Ford determines it has experienced a material cybersecurity incident that requires SEC reporting, the Audit Committee is notified about the incident in advance of such reporting. See our Annual Report on Form 10-K for the year ended December 31, 2024 for additional discussion regarding our cybersecurity risk management, strategy, and governance.

Additionally, we are a member of the Financial Services and Information Technology Information Sharing and Analysis Centers (each an “ISAC”) as well as a founding member and board member of the Automotive ISAC. Our current seat on that board preserves relationships that we believe help us protect against both enterprise and in-vehicle security risks.

Please refer to our Integrated Sustainability and Financial Report (https://sustainability.ford.com) for additional information about how we identify and address environmental and social sustainability risks.

OVERSIGHT OF RISK MANAGEMENT

AUDIT COMMITTEE FINANCIAL EXPERT AND AUDITOR ROTATION

The Charter of the Audit Committee provides that a member of the Audit Committee generally may not serve on the audit committee of more than two other public companies. The Board has determined that John B. Veihmeyer, the Chair of the Audit Committee, has the requisite skills and experience to be designated an “Audit Committee financial expert” as that term is defined in SEC rules and regulations. Mr. Veihmeyer and the other members of the Audit Committee also meet the independence standards for audit committee members under the NYSE Listed Company and SEC rules. The lead partner of the Company’s independent registered public accounting firm is rotated at least every five years.

RISK ASSESSMENT REGARDING COMPENSATION POLICIES AND PRACTICES

In 2024, we conducted an annual assessment of our compensation policies and practices, including our executive compensation programs, to evaluate the potential risks associated with these policies and practices. We reviewed and discussed the findings of the assessment with the Compensation, Talent and Culture Committee and concluded that our compensation programs are designed with an appropriate balance of risk and reward and do not encourage excessive or unnecessary risk-taking behavior. As a result, we do not believe that risks relating to our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on the Company.

In conducting this review, we considered the following attributes of our programs:

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mix of base salary, annual bonus opportunities, and long-term equity compensation, with performance-based equity compensation opportunities for officers;

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alignment of annual and long-term incentives to ensure that the awards encourage balanced behavior and incentivize performance results;

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inclusion of non-financial metrics, such as quality, and other quantitative and qualitative performance factors in determining actual compensation payouts;

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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;

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use of RSUs that vest ratably over three years and PSUs that have a three-year performance period that measures performance against rTSR;

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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;

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double-trigger change in control provisions for equity grants; and

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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.

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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.

COMPENSATION, TALENT AND CULTURE COMMITTEE OPERATIONS

The Compensation, Talent and Culture Committee establishes and reviews our executive compensation philosophy and strategy and oversees our various executive compensation programs. The Committee is responsible for evaluating the performance of and determining the compensation for our Executive Chair, the President and CEO, and other executive officers and for approving the compensation structure for senior management, including officers. The Committee is currently composed of four directors who are considered independent under the NYSE Listed Company rules and our Corporate Governance Principles. The Committee’s membership is determined by our Board of Directors. The Committee operates under a written charter adopted by our Board of Directors, which is reviewed annually by the Committee. A copy of the Compensation, Talent and Culture Committee Charter may be found on our website at www.corporate.ford.com.

The Committee makes decisions regarding the compensation of our executive officers, including the Named Executives. The Committee has delegated certain responsibilities to subcommittees consisting of one or more Board members and has assigned certain other responsibilities to committees consisting of one or more members of management to assist in approving a range of stock-based awards, within share limits prescribed by the Committee, and other compensation matters for non-executive officers. The Committee regularly reviews such delegations and assignments and the determinations made by such subcommittees and management committees.

The Compensation, Talent and Culture Committee is responsible for developing compensation plans, evaluating performance, and determining total compensation for executive officers. In carrying out its responsibilities, the Committee considers recommendations from the Executive Chair, the President and CEO, and the Chief People and Employee Experience Officer. The Committee’s consultant also provides advice and analysis on the structure and level of executive compensation.

In 2024, the Committee continued to engage Semler Brossy Consulting Group, LLC (“Semler Brossy”), an independent compensation consulting firm, to advise the Committee on executive compensation and benefits matters. Semler Brossy is retained directly by the Committee, which has the sole authority to review and approve the budget of the independent consultant. Semler Brossy does not advise our management and receives no other compensation from us.

The Committee has analyzed whether the work of Semler Brossy as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of any other services to the

 

Company by Semler Brossy; (ii) the amount of fees the Company paid to Semler Brossy as a percentage of the firm’s total revenue; (iii) Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy or the individual compensation advisor employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisor with any member of the Committee; and (vi) any stock of the Company owned by Semler Brossy or the individual compensation advisor employed by the firm. The Committee has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisor employed by Semler Brossy as compensation consultant to the Committee has not created any conflict of interest.

In addition, the Committee reviewed survey data provided by the WTW Executive Compensation Database (see Competitive Survey on page 61). WTW does not make recommendations to, nor does it assist, the Committee in determining compensation of executive officers. WTW is retained by Ford management, not the Committee.

See the Compensation Discussion and Analysis on pages 41−65 for more detail on the factors considered by the Committee in making executive compensation decisions. The Committee reviews our talent and executive development program with senior management. These reviews are conducted periodically and focus on executive development and succession planning throughout the organization, at the Leadership Level 1 officer level and above.

Independence of Directors and Relevant Facts and Circumstances

DIRECTOR INDEPENDENCE

A majority of the directors must be independent directors under applicable SEC and NYSE Listed Company rules. These rules provide that no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with the listed company. The Board has adopted the following standards in determining whether or not a director has a material relationship with the Company. These standards are contained in Ford’s Corporate Governance Principles and may be found at the Company’s website, www.corporate.ford.com.

▪

Employee or Former Employee. No director who is an employee or a former employee of the Company can be independent until three years after termination of such employment.

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▪

Independent Auditor Affiliation. No director who is, or in the past three years has been, affiliated with or employed by the Company’s present or former independent auditor can be independent until three years after the end of the affiliation, employment, or auditing relationship.

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▪

Interlocking Directorship. No director can be independent if he or she is, or in the past three years has been, part of an interlocking directorship in which an executive officer of the Company serves on the compensation committee of another company that employs the director.

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▪

Additional Compensation. No director can be independent if he or she is receiving, or in the last three years has received, more than $120,000 during any 12-month period in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

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▪

Immediate Family Members. Directors with immediate family members in the foregoing categories are subject to the same three-year restriction.

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Other Relationships. The following commercial, charitable, and educational relationships will not be considered to be material relationships that would impair a director’s independence:

(i)

Sales and Purchases of Products/Services. If within the preceding three years a Ford director was an executive officer or employee of another company (or an immediate family member of the director was an executive officer of such company) that did business with Ford and either: (a) the annual sales to Ford were less than the greater of  $1 million or two percent of the total annual revenues of such company, or (b) the annual purchases from Ford were less than the greater of  $1 million or two percent of the total annual revenues of Ford, in each case for any of the three most recently completed fiscal years.

​

 

(ii)

Indebtedness. If within the preceding three years a Ford director was an executive officer of another company which was indebted to Ford, or to which Ford was indebted, and either: (a) the total amount of such other company’s indebtedness to Ford was less than two percent of the total consolidated assets of Ford, or (b) the total amount of Ford’s indebtedness to such other company was less than two percent of the total consolidated assets of such other company, in each case for any of the three most recently completed fiscal years.

​

(iii)

Charitable Contributions. If within the preceding three years a Ford director served as an executive officer, director, or trustee of a charitable or educational organization, and Ford’s discretionary contributions to the organization were less than the greater of  $1 million or two percent of that organization’s total annual discretionary receipts for any of the three most recently completed fiscal years. (Any matching of charitable contributions will not be included in the amount of Ford’s contributions for this purpose.)

​

Based on these independence standards and all of the relevant facts and circumstances, the Board determined that none of the following directors had any material relationship with the Company and, thus, are independent: Kimberly A. Casiano, Adriana Cisneros, William W. Helman IV, William E. Kennard, John C. May, Beth E. Mooney, Lynn Vojvodich Radakovich, John L. Thornton, John B. Veihmeyer, and John S. Weinberg. Additionally, the Board determined that each of Kimberly A. Casiano, Adriana Cisneros, William W. Helman IV, William E. Kennard, John C. May, Beth E. Mooney, Lynn Vojvodich Radakovich, John L. Thornton, and John B. Veihmeyer is independent under the heightened SEC independence standards for audit committees and that each of Kimberly A. Casiano, Adriana Cisneros, William W. Helman IV, William E. Kennard, John C. May, Beth E. Mooney, Lynn Vojvodich Radakovich, John L. Thornton, John B. Veihmeyer, and John S. Weinberg is independent under the additional NYSE independence standards for compensation committees. Not all of the directors determined to be independent for a particular committee currently serve on that committee. Our committee membership is as noted on page 9. 67% of our director nominees are independent, and our Audit Committee, Compensation, Talent and Culture Committee, and Nominating and Governance Committee are fully independent.

DISCLOSURE OF RELEVANT FACTS AND CIRCUMSTANCES

With respect to the independent directors listed above, the Board considered the following relevant facts and circumstances in making the independence determinations:

From time to time during the past three years, Ford purchased goods and services from, sold goods and services to, or financing arrangements were provided by, various companies with which certain directors were or are affiliated either as a member of such company’s board of directors or, in the case of Messrs. May, Thornton, and Weinberg, as an officer of such a company. In addition to Messrs. May, Thornton, and Weinberg, these directors included Messrs. Kennard and Veihmeyer, and Mses. Mooney and Vojvodich Radakovich. The Company also made donations to certain institutions with which certain directors are affiliated, including Messrs. Thornton and Veihmeyer. The Company makes an annual charitable donation on behalf of the Board. None of the relationships described above was material under the independence standards contained in our Corporate Governance Principles.

 

Codes of Ethics and Insider Trading Policy

Ford is committed to operating its business with the highest level of integrity. The Company has published on its website (www.corporate.ford.com) its Code of Conduct, which all officers and employees are required to follow. These expectations are reinforced in mandatory online training courses for all Ford salaried full-time, part-time, and agency workers, including an annual Code of Conduct course. These courses are periodically refreshed and reviewed to ensure the content remains relevant and appropriate. In addition, the Company has adopted, and published on its website, codes of ethics that apply to all directors and senior financial personnel, including the chief executive officer. Any waiver of, or amendments to the codes of ethics for directors or executive officers, including the chief executive officer, the chief financial officer, and the principal accounting officer, must be approved by the Nominating and Governance Committee, and any such waivers or amendments will be disclosed promptly by the Company by posting such waivers or amendments to its website. Both the Audit Committee and the Nominating and Governance Committee review management’s monitoring of compliance with the Company’s Code of Conduct. Printed copies of each of the codes of ethics referred to above are also available by writing to our Shareholder Relations Department at Ford Motor Company, Shareholder Relations, P.O. Box 6248, Dearborn, MI 48126.

Additionally, the Company has adopted insider trading policies and procedures applicable to its directors, officers, and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the New York Stock Exchange. A copy of our insider trading policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Communications with the Board and Annual Meeting Attendance

The Board has established a process by which you may send communications to the Board as a whole, the non-employee Directors as a group, or the Lead Independent Director. You may send communications to our Directors, including any concerns regarding Ford’s accounting, internal controls, auditing, or other matters, to the following address: Board of Directors (or Lead Independent Director or non-employee Directors as a group, as appropriate), Ford Motor Company, P.O. Box 685, Dearborn, MI 48126-0685. You may submit your concern anonymously or confidentially. You may also indicate whether you are a shareholder, customer, supplier, or other interested party.

Communications relating to the Company’s accounting, internal controls, or auditing matters will be relayed to the Audit Committee. Communications relating to governance will be relayed to the Nominating and Governance Committee. All other communications will be referred to other areas of the Company for handling as appropriate under the facts and circumstances outlined in the communications. Responses will be sent to those that include a return address, as appropriate. Materials that may not be forwarded include junk mail and items that do not pertain to board matters.

You can also find a description of the manner in which you can send communications to the Board on the Company’s website (www.corporate.ford.com).

All members of the Board are expected to attend the annual meeting, unless unusual circumstances would prevent such participation. Last year, all of the then-current members of the Board attended the virtual annual meeting.

 

Beneficial Stock Ownership

FIVE PERCENT BENEFICIAL OWNERS OF COMMON STOCK

Pursuant to SEC filings, the Company was notified that as of December 31, 2024, the entities included in the table below had more than a 5% ownership interest of Ford common stock, or owned securities convertible into more than 5% ownership of Ford common stock, or owned a combination of Ford common stock and securities convertible into Ford common stock that could result in more than 5% ownership of Ford common stock.

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1

State Street Bank and Trust Company is the trustee for Ford common stock in the Ford defined contribution plans master trust, which beneficially owns 4.47% of the common stock of Ford. In this capacity, State Street Bank and Trust Company has voting power over the shares in certain circumstances.

​

2

Based on a review of the Schedule 13G/A filed on January 29, 2024 by State Street Corporation. The Schedule 13G/A discloses that State Street Corporation had shared voting power as to 259,476,603 shares and shared dispositive power as to 173,925,221 shares.

​

3

Based on a review of the Schedule 13G/A filed on January 8, 2025 by The Vanguard Group. The Schedule 13G/A discloses that The Vanguard Group had shared voting power as to 5,120,612 shares, sole dispositive power as to 383,377,249 shares and shared dispositive power as to 18,706,534 shares.

​

4

Based on a review of the Schedule 13G/A filed on January 26, 2024 by BlackRock, Inc. The Schedule 13G/A discloses that BlackRock, Inc. had sole voting power as to 257,455,864 shares and sole dispositive power as to 282,647,800 shares.

​

FIVE PERCENT BENEFICIAL OWNERS OF CLASS B STOCK

As of February 1, 2025, the persons included in the table below beneficially owned more than 5% of the outstanding Class B Stock.

​

*

Includes shares beneficially owned in an individual capacity or a fiduciary capacity as sole trustee or as co-trustee, and by spouse.

​

**

Includes shares beneficially owned in an individual capacity or a fiduciary capacity as sole trustee or as a co-trustee, and by spouse.

​

***

Represents beneficial ownership of shares held in a fiduciary capacity as sole trustee or as a co-trustee, including (a) 15,824 shares that are also beneficially owned by Henry Ford III and included in the amount shown in the following table for Henry Ford III and (b) 342,522 shares that are also beneficially owned by William Clay Ford, Jr. and included in the amount shown in the following table for William Clay Ford, Jr. Mr. Larsen disclaims beneficial ownership of these shares.

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****

These shares of Class B Stock are held in a voting trust of which Edsel B. Ford II, William Clay Ford, Jr., Benson Ford, Jr., and Alfred B. Ford are the trustees. The voting trust is of perpetual duration until terminated by the vote of the holders of trust certificates representing over 50% of the Class B Stock held by the voting trust and requires the trustees to vote the shares as directed by a plurality.

​

 

BENEFICIAL STOCK OWNERSHIP

The following tables show how much Ford stock each current director, nominee, and Named Executive beneficially owned as of February 1, 2025. No director, nominee, or executive officer, including Named Executives, beneficially owned more than 0.14% of Ford’s total outstanding common stock nor did any such person beneficially own more than 0.01% of Ford common stock units as of February 1, 2025. Our current executive officers held options exercisable on or within 60 days after February 1, 2025 to buy 3,068,321 shares of Ford common stock.

​

*

Also an executive officer.

​

**

Mr. Stern resigned from the Company effective as of December 31, 2024.

​

1

For current and former 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 in 2024 and prior years for retention and other incentive purposes.

​

In addition, amounts shown include RSUs issued under the LTI Plans as follows: 959,670 units for Mr. Farley; 756,158 units for William Clay Ford, Jr.; 823,286 units for Mr. Field; 60,765 units for Gov. Huntsman granted in connection with his previous employment by the Company; and 290,704 units for Mr. Lawler.

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: 240,707 units for Ms. Casiano; 37,570 units for Gov. Huntsman; 224,358 units for Mr. Kennard; 123,675 units for Ms. Mooney; 183,147 units for Ms. Vojvodich Radakovich; 164,413 units for Mr. Veihmeyer; and 153,038 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: 17,843 units for Ms. Casiano; 14,369 units for Ms. Cisneros; 17,843 units for Gov. Huntsman; 17,843 units for Mr. Kennard; 17,843 units for Ms. Mooney; 17,843 units for Ms. Vojvodich Radakovich; 28,632 units for Mr. Veihmeyer; and 26,143 units for Mr. Weinberg.

Included in the stock ownership shown in the table above: William Clay Ford, Jr. has disclaimed beneficial ownership of 298,045 shares of Class B Stock that are either held directly by members of his immediate family or indirectly by members of his immediate family in trusts in which Mr. Ford has no interest. Alexandra Ford English has disclaimed beneficial ownership of 79,174 shares of Class B Stock that are held indirectly by members of her immediate family in trusts in which Ms. English has no interest. Henry Ford III has disclaimed beneficial ownership of 99,424 shares of Class B Stock that are held indirectly by members of his immediate family in trusts in which Mr. Ford III has no interest. Present directors and executive officers as a group have disclaimed beneficial ownership of a total of 476,643 shares of Class B Stock.

 

No director or executive officer had pledged shares of common stock as security or hedged their exposure to common stock.

2

As of February 1, 2025 (or within 60 days after that date), the Named Executives held rights to acquire shares of common stock through the exercise of stock options under Ford’s stock option plans (which amounts are included in the “Ford Common Stock” column), as follows:

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​

3

In general, these are common stock units credited under a deferred compensation plan and payable in cash and, in the cases of William Clay Ford, Jr. and John T. Lawler, include stock units under a benefit equalization plan.

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, executive officers, and persons who beneficially own more than 10% of our outstanding common stock to file reports of their stock ownership and changes in their ownership of our common stock with the SEC. Based on Company records and other information, Ford believes that all SEC filing requirements applicable to its directors and executive officers were complied with for 2024, except that the Company inadvertently omitted a May 15, 2024 restricted stock unit grant from the Form 4 filed for Jennifer Waldo on May 17, 2024. An amendment to the Form 4 reflecting such award was subsequently filed on February 19, 2025.

Certain Relationships and Related Person Transactions

POLICY AND PROCEDURE FOR REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS

Business transactions between Ford and its officers or directors, including companies in which a director or officer (or an immediate family member) has a direct or indirect material interest or a company where such director or officer (or an immediate family member) serves as an executive officer (“related person transactions”) are not prohibited; however, such transactions need to be reviewed by the Board to determine whether they are required to be disclosed. Accordingly, any related person transaction, regardless of amount, is required by our written related person transactions policy to be submitted to the Nominating and Governance Committee in advance for review and approval. All existing related person transactions are reviewed at least annually by the Nominating and Governance Committee. The Office of the General Counsel reviews all such related person transactions, existing or proposed, prior to submission to the Nominating and Governance Committee. The Nominating and Governance Committee may, at its discretion, consult with outside legal counsel.

Any director or officer with an interest in a related person transaction is expected to recuse himself or herself from any consideration of the matter. In all cases, a director or officer with an interest in a related person transaction may not attempt to influence Company personnel in making any decision with respect to the transaction.

The Nominating and Governance Committee’s approval of a related person transaction may encompass a series of subsequent transactions contemplated by the original approval. In such instances, any such approval shall require that the Company make all decisions with respect to such ongoing business relationship in accordance with existing policies and procedures applicable to non-related person transactions (e.g., Company purchasing policies governing awards of business to suppliers, etc.).

RELATED PERSON TRANSACTIONS

In February 2002, Ford entered into a Stadium Naming and License Agreement with The Detroit Lions, Inc. (the “Lions”), pursuant to which we acquired for $50 million, paid by us in 2002, the naming rights to a new domed stadium located in downtown Detroit at which the Lions began playing their home games during the 2002 National Football League season. We named the stadium “Ford Field.” The term of the naming rights agreement, which commenced with the 2002 National Football League season, expires after the 2026 National Football League

 

season. Benefits to Ford under the naming rights agreement include exclusive exterior entrance signage and predominant interior promotional signage. Beginning in 2005, the Company also agreed to provide to the Lions, at no cost, eight new model year Ford or Lincoln brand vehicles manufactured by Ford in North America for use by the management and staff of Ford Field and the Lions and to replace such vehicles in each second successive year, for the remainder of the naming rights agreement. The cost incurred during 2024 was $68,299. William Clay Ford, Jr. and his descendants own a minority equity interest in the Lions and Mr. Ford is a director and officer of the Lions.

Paul Alandt, Lynn F. Alandt’s husband, is a minority owner of two Ford franchised dealerships and a Lincoln franchised dealership. In 2024, Ford charged the dealerships about $221.9 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $49.2 million for services in the ordinary course of business. Also in 2024, Ford Motor Credit Company LLC, a wholly owned entity of Ford, provided about $416.7 million of financing to dealerships owned by Mr. Alandt and paid about $666,049 to them in the ordinary course of business. The dealerships paid Ford Credit about $402.8 million in the ordinary course of business. Additionally, in 2024, Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $27.1 million and $121 million, respectively.

The Marketing Associates Division of Lason Systems, Inc. was acquired in March 2001 by Marketing Associates, LLC (dba OneMagnify), an entity in which our former director Edsel B. Ford II and his family, including our current director Henry Ford III, previously had a controlling equity interest. Before the acquisition, the Marketing Associates Division of Lason Systems, Inc. provided various marketing and related services to the Company, and this continued following the acquisition. Edsel B. Ford II and his family, including our current director Henry Ford III, sold their entire equity interest in Marketing Associates, LLC on June 1, 2022, but continue to have an interest in Marketing Associates, LLC through a promissory note related to such sale, the principal amount of which is tied to revenue received by Marketing Associates, LLC from the Company. In 2024, the Company paid Marketing Associates, LLC approximately $57.6 million for marketing and related services provided in the ordinary course of business through ordinary purchasing processes.

In April 2016, the Company approved an investment of up to $10 million in Fontinalis Capital Partners II, a venture capital fund that invests in next-generation mobility start-up entities. As of January 1, 2025, we have invested approximately $9.99 million. Our investment has yielded several benefits, including: (i) increased early exposure to possible mobility investments; (ii) the ability to invest directly in an entity whether or not the investment fund invests in the entity; and (iii) increased exposure to venture capital mobility expertise. As of January 1, 2025, William Clay Ford, Jr. had a 7.6% interest and Lynn F. Alandt had a 4% interest in the investment fund.

During 2024, our former director Edsel B. Ford II, the father of Henry Ford III, earned $650,000 in fees pursuant to a January 1999 consulting agreement between the Company and Mr. Ford II. The consulting fee is payable quarterly in arrears in cash. Mr. Ford II is available for consultation, representation, and other duties under the agreement to advance Ford’s interests and reputation in Ford Motorsports, historical events, and other occasions. Additionally, the Company provides facilities (including office space) and an administrative assistant to Mr. Ford II. This agreement will continue until either party ends it with 30 days’ notice.

During 2024, the Company employed the husband of Catherine O’Callaghan, who served as Ford’s Vice President, Controller until February 12, 2024, as a Manager in our Customer Relations Center. He received 2024 compensation of approximately $665,775, consisting primarily of salary, bonus, stock awards, and tax gross ups. Ms. O’Callaghan currently serves as the Chief Executive Officer of Ford Credit.

During 2024, William C. Ford III, son of William Clay Ford, Jr. and sibling of one of our directors, Alexandra Ford English, was employed by the Company as General Manager, Ford Performance. Mr. Ford received 2024 compensation of approximately $237,789, consisting primarily of salary and bonus.

During 2024, Nicholas Ford, son of William Clay Ford, Jr. and sibling of one of our directors, Alexandra Ford English, was employed by the Company as Director, Corporate Strategy. Mr. Ford received 2024 compensation of approximately $138,400, consisting primarily of salary.

From time to time, the Company provides certain limited technology, security and event-related assistance to members of the Ford family. This limited assistance has been deemed consistent with Company governance policies, practices and culture; immaterial to the Company and the individuals receiving such assistance; and consistent with the best interests of the Company and its shareholders.

 

The following chart shows the process for identification and disclosure of related person transactions.

Stakeholder Engagement

Ford has a philosophy of direct, open, transparent, and frequent engagement with our stakeholders. Throughout each year, management meets with institutional investors to discuss various matters, including long-term strategy; financial and operating performance; risk management; environmental, social, and governance (“ESG”) practices; and executive compensation programs. We also engage with retail investors. These meetings are informative and, where appropriate, we incorporate stakeholder suggestions into our policy, disclosure, and strategic considerations, Proxy Statement, and communications strategy. We engage with stakeholders on matters of corporate governance, including various shareholder proposals received by the Company. Ford adheres to sound corporate governance practices and principles that complement our share capital structure and reinforce the Company’s strong commitment to both long-term sustainability and shareholder value.

2024 was a year of significant progress as we continue to execute against the Ford+ plan. Our industry-leading product portfolio of ICE, hybrid, and electric vehicles is offering customers unprecedented choice without compromise. We are also growing in higher-margin segments and building sustainable recurring revenue streams through our software and services business. To diversify our investor base, we focused our targeting efforts in markets beyond the U.S., including Canada and Europe, and met with investors across investment types and sectors.

Other highlights from 2024 include:

▪

Interacted with shareholders representing approximately 66% of our actively managed institutional ownership and fixed income investors holding approximately 30% of our unsecured debt outstanding, and with potential holders of our equity and debt

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▪

Participated in 10 conferences and 16 investor events, including one non-deal roadshow focused on ESG

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▪

Held quarterly webcast earnings calls

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▪

Completed a broad range of phone calls, emails, and other industry events

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Government Affairs Activities

Ford believes that engagement with governmental officials and agencies plays a key role in shaping regulations and legislation that govern our business now and into the future. In an effort to be transparent about the principles that govern our participation in the political process, we share disclosures concerning our political and lobbying activities on our corporate website. Our most recent annual U.S. Political Engagement Report is available at: www.corporate.ford.com. Political engagement information for 2024 will be included in Ford’s annual Integrated Sustainability and Financial Report.

We encourage you to read the report to gain an understanding of our policies and processes regarding political and lobbying activity. Our disclosures include memberships that Ford holds in certain trade associations, any Section 527, 501(c)(4), or ballot initiative contributions, Ford Motor Company Civic Action Fund contributions, and our governance of such contributions. The site also contains various links to our federal disclosure reports. CPA- Zicklin, an independent index that rates corporate disclosures relative to political and lobbying activities, has rated our disclosure with an overall score of 94.29% for 2024 — earning us a “Trendsetter” designation. We believe you will find the disclosure educational and informative.

Environmental, Social, and Governance

Ford’s purpose has always been bigger than building vehicles. We are driven by a desire to build a better world — one in which every person is free to move and pursue their dreams.

At Ford, we choose to do what we believe is right. For our employees, that means fostering a respectful, safe, and inclusive working environment and providing opportunities to talented and motivated people around the world. For our products, it means constant innovation in what we build and how we build. For our communities, it means prioritizing health, safety, and economic opportunity.

In our 26th year of annual sustainability reporting — and our fifth year of integrating our environmental, social, and financial performance into one report —  we share a detailed view of the tremendous strides made by Ford in the past year. A lot has changed since our last report, but we have never shied away from change. It demands innovation, problem-solving, and hard work: everything we do best.

We are better today than we were yesterday, and tomorrow, we’ll be better still. That’s the road we’re on — the road to better. See more at https://sustainability.ford.com. Some highlights that will be in our 2025 Integrated Sustainability and Financial Report include:

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*

Please refer to Appendix II for a Cautionary Note on Forward-Looking Statements

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Proposal 1. Election of Directors

IDENTIFICATION OF DIRECTORS

The Charter of the Nominating and Governance Committee provides that the Committee conducts all necessary and appropriate inquiries into the background and qualifications of possible candidates as directors. The Committee identifies candidates through a variety of means, including search firms, recommendations from members of the Committee and the Board, including the Executive Chair and the President and CEO, suggestions from Company management, and recommendations from stockholders. The Committee has the sole authority to retain and terminate any search firm to be used to assist it in identifying and evaluating candidates to serve as directors of the Company. The Company on behalf of the Committee has paid fees to third-party firms to assist the Committee in the identification and evaluation of potential Board members. Ms. Cisneros was recommended by a non-management director.

Fifteen directors will stand for election at this year’s annual meeting. Each nominee has agreed to be named in this proxy statement and to serve if elected. Should any nominee be unable to serve, the persons designated as proxies reserve full discretion to vote for another person, or the Board may reduce its size. If elected, each director will serve until the next annual meeting or until he or she is succeeded by another qualified director who has been elected, or until his or her earlier death, resignation, or removal.

QUALIFICATIONS CONSIDERED FOR NOMINEES

Because Ford is a large and complex company, the Nominating and Governance Committee considers numerous qualifications when considering candidates for the Board. In addition to the qualifications listed below, among the most important qualities directors should possess are the highest personal and professional ethical standards, integrity, and values. They should be committed to representing the long-term interests of all shareholders. Directors must also have practical wisdom and mature judgment. Directors must be objective and inquisitive. Ford recognizes the value of diversity of skills, experience, and demographic background. We endeavor to have a well-rounded Board with experience in areas that are relevant to the Company’s overall business, long-term strategy, risks, and global activities, including business, international operations, finance, manufacturing and product development, marketing and sales, government, technology, risk management, and sustainability. The biographies of the nominees show that, taken as a whole, the current slate of director nominees possesses these qualifications. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, including making themselves available for consultation outside of regularly scheduled Board meetings, and should be committed to serve on the Board for an extended period of time. Directors should also be prepared to offer their resignation in the event of any significant change in their personal circumstances that could affect the discharge of their responsibilities as directors of the Company, including a change in their principal job responsibilities.

Each of the nominees for director is currently a member of the Board of Directors, which met eight times during 2024. Each of the incumbent nominees for director attended at least 75% of the combined Board and committee meetings held during the periods served by such nominee in 2024. The nominees provided the following information about themselves as of the latest practicable date. For each director nominee, we have disclosed the particular experience, qualifications, attributes, or skills that led the Board to conclude that the nominee supports the Company’s strategy and thus, should serve as a director. The matrix below sets forth how each nominee’s unique qualifications and demographic background contribute to creating a well-rounded and effective Board.

 

Director Skills and Diversity Matrix

 

Director Nominees