Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2020, Ford Motor Company (the “Company”) issued a news release announcing the election of John T. Lawler, 54, as Vice President, Chief Financial Officer, effective October 1, 2020. Mr. Lawler has been CEO of Ford Autonomous Vehicles and Vice President, Mobility Partnerships since December 2019. In 2018-19, he served as Vice President, Strategy where he led Corporate Strategy, Business Development and Global Data Insights and Analytics. Mr. Lawler served as Vice President and Corporate Controller and CFO, Global Markets from 2016 to 2018. Prior to that he served as President of Ford China for nearly four years when the Company achieved record in-country performance, and Controller and CFO for Asia Pacific and Africa.
In addition, the Company announced that Tim Stone notified the Company of his intention to resign as Vice President, Chief Financial Officer effective October 1, 2020, in order to pursue a new opportunity. Mr. Stone will continue to provide transition services until, and will separate from the Company effective, October 15, 2020.
The Company also took the following compensation actions:
The Compensation Committee approved the following compensation actions regarding Mr. Lawler:
•Annualized base salary increase from $620,000 to $1,000,000
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Annual Incentive Compensation Plan 2020 target increase from $520,000 to $671,250 pro-rated for the time Mr. Lawler serves as Vice President, Chief Financial Officer during 2020
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The Compensation Committee approved the following compensation actions regarding Mr. Stone:
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Receive a pro-rated Annual Incentive Compensation Plan award based on full months worked (10/12ths), his target ($1,350,000), and the actual 2020 business performance factor, and be eligible for a discretionary award for officers for 2020 performance to be determined by the Compensation Committee in 2021
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Retention of the second tranche of the 2019 time-base restricted stock unit (TB-RSU) accession award of 152,090 TB-RSUs vesting in April 2021
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Retention of the first tranche of the 2020 TB-RSU grant of 57,461 TB-RSUs vesting in March 2021
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Mr. Stone will forfeit the third and final tranche of the 2019 accession award, the second and third tranches of the 2020 TB-RSU grant, and the 2020 performance-based restricted stock unit grant. The Committee believes that allowing Mr. Stone to retain the grants noted above in exchange for a Separation and Waiver Agreement containing waiver of claims, non-compete, non-disclosure, non-disparagement, and non-solicitation provisions, as well as his cooperation in the transition of his duties to Mr. Lawler, is reasonable and beneficial to the Company and its stakeholders.