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

SCHEDULE 14A

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

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

Ford Motor Company
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Table of Contents

Notice of 2021 Virtual Annual Meeting
of Shareholders and Proxy Statement




LOGO

 


Thursday, May 13, 2021 at 8:30 a.m., Eastern Daylight Saving Time
Virtual Annual Meeting of Shareholders
Online Meeting Only — No Physical Meeting Location

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GRAPHIC   Ford Motor Company
One American Road
Dearborn, Michigan 48126-2798

LOGO

Dear Shareholders:

It is my pleasure to inform you that our 2021 Annual Meeting of Shareholders will be conducted online on Thursday, May 13, 2021, starting at 8:30 a.m. EDT. The virtual nature of the meeting will continue to enable increased shareholder accessibility, while improving meeting efficiency and reducing costs. 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 105.

Throughout Ford's nearly 118-year history, we have faced many challenges and crises, but COVID-19 was unique in the way that it upended and threatened the lives of people around the world. But in the face of adversity, our Ford family responded to a global emergency as we have done many times in the past, by finding significant ways to help. No other company and no other workforce did what we did, and that is a source of immense gratification and pride.

In spite of these challenges, we accomplished a lot, including the launches of some of our most important products. Our core mission of developing vehicles, technologies, and services that improve people's lives has never been more important. And, as humanity continues to face enormous challenges, we believe Ford has the values, the people, and the will to make a positive impact. As always, our Board of Directors, leadership team, and extended family of employees are determined to continue earning your confidence as we aspire to become the world's most trusted company.

Thank you for your support of our efforts.

April 1, 2021

/s/ William Clay Ford, Jr.

William Clay Ford, Jr.
Chairman of the Board

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LOGO

Notice of Virtual Annual Meeting of
Shareholders of Ford Motor Company

Thursday, May 13, 2021
8:30 a.m., Eastern Daylight Saving Time

This year's virtual annual meeting will begin promptly at 8:30 a.m., Eastern Daylight Saving Time. If you plan to participate in the virtual meeting, please see the instructions on page 105 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 only participate online by logging in at www.virtualshareholdermeeting.com/FORD2021.

ITEMS OF BUSINESS:

1.
The election of the 14 director nominees named in the Proxy Statement.

2.
The ratification of the selection of PricewaterhouseCoopers LLP as Ford's independent registered public accounting firm for 2021.

3.
A non-binding shareholder advisory vote to approve the compensation of the Named Executives.

4.
Consideration of the shareholder proposal set forth in the Proxy Statement.

If you were a shareholder at the close of business on March 17, 2021, 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. Also, please either sign and return the accompanying proxy card in the postage-paid envelope or instruct us by telephone or online as to how you would like your shares voted. This will allow your shares to be voted as you instruct even if you cannot participate in the meeting. Instructions on how to vote your shares by telephone or online are on the proxy card enclosed with the Proxy Statement.

Please see Other Items and the Questions and Answers section beginning on page 101 for important information about the proxy materials, voting, the virtual annual meeting, Company documents, communications, and the deadline to submit shareholder proposals for the 2022 Annual Meeting of Shareholders.

Shareholders are being notified of the Proxy Statement and the form of proxy beginning April 1, 2021.

April 1, 2021

Dearborn, Michigan

/s/ Jonathan E. Osgood

Jonathan E. Osgood
Secretary

We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or online voting. See our Questions and Answers beginning on page 102 for information about the virtual meeting and voting by telephone or online and how to revoke a proxy.

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Proxy Summary

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Corporate Governance

 
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Corporate Governance Principles

  11

Our Governance Practices

  11

Leadership Structure

  12

Board Meetings, Composition, and Committees

  12

Board's Role in Risk Management

  15

Independence of Directors and Relevant Facts and Circumstances

  19

Codes of Ethics

  20

Communications with the Board and Annual Meeting Attendance

  21

Beneficial Stock Ownership

  21

Delinquent Section 16(a) Reports

  24

Certain Relationships and Related Party Transactions

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Stakeholder Engagement

  26

Government Relations Activities

  27

Environmental, Social, and Governance

  27

Proposal 1. Election of Directors

 
28

Director Compensation in 2020

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Proposal 2. Ratification of Independent Registered Public Accounting Firm

 
38

Audit Committee Report

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Proposal 3. Approval of the Compensation of the Named Executives

 
40

Compensation Discussion and Analysis (CD&A) Roadmap

 
41

Executive Compensation

 
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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

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COMPENSATION COMMITTEE REPORT

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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COMPENSATION OF NAMED EXECUTIVES

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Summary Compensation Table

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Grants of Plan-Based Awards in 2020

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Outstanding Equity Awards at 2020 Fiscal Year-End

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Option Exercises and Stock Vested in 2020

  86

Pension Benefits in 2020

  86

Nonqualified Deferred Compensation in 2020

  88

Potential Payments Upon Termination or Change-in-Control

  90

Equity Compensation Plan Information

  94

Pay Ratio

  95

Shareholder Proposal

 
98

Proposal 4. Shareholder Proposal

  98

Other Items

 
101

Questions and Answers About the Proxy Materials

 
102

Instructions for the Virtual Annual Meeting

 
105

Appendix I. Cautionary Note on Forward Looking Statements

 
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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 102 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 April 1, 2021.

TIME OF VIRTUAL ANNUAL MEETING

Thursday, May 13, 2021
8:30 a.m., Eastern Daylight Saving Time

We will hold a virtual annual meeting of shareholders. Shareholders may participate online by logging onto www.virtualshareholdermeeting.com/FORD2021. There will not be a physical meeting location. 		 
Corporate Website:
www.corporate.ford.com
Annual Report:
www.shareholder.ford.com

MEETING AGENDA

VOTING MATTERS
  Board
Recommendations
  Pages
 
​ ​ ​ ​ ​ ​ ​

Election of the 14 Director Nominees Named in the Proxy Statement

  FOR     28-37  

Ratification of Independent Registered Public Accounting Firm

 
FOR 		   
38-39 		 

Approval of the Compensation of the Named Executives

 
FOR 		   
40-97 		 

Shareholder Proposal — Give Each Share an Equal Vote

 
AGAINST 		   
98-100 		 

CORPORATE GOVERNANCE HIGHLIGHTS

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Lead Independent Director

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Independent Board Committees — Audit, Compensation, and Nominating and Governance

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Committee Charters

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Independent Directors Meet Regularly Without Management and Non-Independent Directors

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Regular Board and Committee Self-Evaluation Process

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Separate Chairman of the Board and CEO

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Confidential Voting

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Shareholders Have the Right to Call Special Meetings
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Shareholders May Take Action by Written Consent

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Strong Codes of Ethics

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Annual Election of All Directors

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Majority Vote Standard — No Supermajority Voting Requirement

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Board Meetings in 2020: 18

•
Standing Board Committees — Meetings in 2020: Audit: 9, Compensation: 11, Finance: 4, Nominating and Governance: 4, Sustainability and Innovation: 4

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64% of the Director Nominees are Independent
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DIRECTOR NOMINEES   GRAPHIC
                                                 
OF OUR 14 BOARD NOMINEES
4
ARE WOMEN
2
IDENTIFY THEMSELVES AS MEMBERS OF MINORITY GROUPS 		  ​   AGE
DIRECTOR SINCE
PRINCIPAL OCCUPATION


​   ​   QUALIFICATIONS
​   ​   COMMITTEES
​   ​   OTHER BOARDS
 
                                                 
  
     		                                               
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Kimberly A. Casiano
Independent 		     
63
2003
President, Kimberly Casiano & Associates, San Juan, Puerto Rico
  		          GRAPHIC
          Audit
Nominating & Governance
Sustainability & Innovation 		          Mutual of America    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
                                                    
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Anthony F. Earley, Jr.
Lead Independent Director 		     
71
2009
Retired Executive Chairman of the Board of Directors, PG&E Corporation
  		          LOGO
          Compensation (Chair)
Nominating & Governance
Sustainability & Innovation 		          Southern Company    
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Alexandra Ford English      
33
New Nominee
A Director of Corporate Strategy, Ford Motor Company
  		          GRAPHIC
                           
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James D. Farley, Jr.      
58
2020
President and Chief Executive Officer, Ford Motor Company
  		          GRAPHIC
                           
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Henry Ford III      
40
New Nominee
A Director of Investor Relations, Ford Motor Company
  		          GRAPHIC
                           
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William Clay Ford, Jr.      
63
1988
Executive Chairman and Chairman of the Board of Directors, Ford Motor Company
  		          GRAPHIC
          Finance (Chair)
Sustainability & Innovation 		               
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William W. Helman IV
Independent 		     
62
2011
General Partner, Greylock Partners
  		          GRAPHIC
          Finance
Nominating & Governance
Sustainability & Innovation (Chair) 		          Vornado Realty Trust    
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Jon M. Huntsman, Jr.*      
61
2020
Former Chairman, Atlantic Council and Former Chairman, Huntsman Cancer Foundation
  		          GRAPHIC
          Compensation
Nominating & Governance
Sustainability & Innovation 		          Chevron Corporation    
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William E. Kennard
Independent 		     
64
2015
Chairman, Velocitas Partners LLC
  		          GRAPHIC
          Finance
Nominating & Governance (Chair)
Sustainability & Innovation 		          AT&T Inc.
MetLife, Inc. 		   
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Beth E. Mooney
Independent 		     
66
July 2019
Retired Chairman and Chief Executive Officer, KeyCorp
  		          GRAPHIC
          Audit
Nominating & Governance 		          AT&T Inc.
KeyCorp 		   
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John L. Thornton
Independent 		     
67
1996
Executive Chairman, Barrick Gold Corporation
  		          GRAPHIC
          Compensation
Finance
Nominating & Governance 		          Barrick Gold Corporation    
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John B. Veihmeyer
Independent 		     
65
2017
Retired Chairman and Chief Executive Officer, KPMG, LLP and retired Chairman of KPMG International
  		          GRAPHIC
          Audit (Chair)
Nominating & Governance 		          Zanite Acquisition Corp.    
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Lynn M. Vojvodich
Independent 		     
53
2017
Former Executive Vice President & Chief Marketing Officer, Salesforce
  		          GRAPHIC
          Audit
Nominating & Governance
Sustainability & Innovation 		          Booking Holdings Inc.
Dell Technologies 		   
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John S. Weinberg
Independent 		     
64
2016
Co-Chief Executive Officer and Co-Chairman of the Board of Directors, Evercore Partners Inc.
  		          GRAPHIC
          Compensation
Finance
Nominating & Governance
Sustainability & Innovation 		          Evercore Partners Inc.    
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*
We are in discussions with Gov. Huntsman regarding expanding his role advising on policy-related matters and government relations. In connection with entering into this expanded role, the Board may determine that Gov. Huntsman will cease to be an independent director under the rules of the New York Stock Exchange. If Gov. Huntsman takes on this expanded role, he would remain on the Board and on the Sustainability and Innovation Committee, but he would step down from the Compensation and the Nominating and Governance Committees. We believe that Gov. Huntsman's vast government experience, as a governor, ambassador and trade representative; his public company experience, as a board member and senior executive; and his knowledge of our company make him a critical member of our Board. If Gov. Huntsman is determined to be no longer independent, 64% of our director nominees would be independent. Our Audit, Compensation, and Nominating and Governance Committees would remain fully independent.
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2020 — A YEAR OF TRANSITION AND RESILIENCY

The year 2020 was a year like no other as the COVID-19 pandemic brought unexpected challenges to our people, our customers, our business, and our partners, creating a global health crisis and causing a temporary shutdown of the automotive industry. For Ford, it was also a year of transition and resiliency. Through these challenging times, we proved our spirit and adaptability: we promoted the health and safety of our employees and communities without losing sight of the importance of strong operating execution.

As events associated with the pandemic unfolded, management took decisive action to respond to the disruption:

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Promoting the safety and welfare of the Company's global workforce by imposing travel restrictions, work-from-home requirements for non-place dependent employees, and safety and preventative measures at the Company's factories and facilities;

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Focusing on helping the communities in which the Company's employees, customers, and business partners live, including by launching "Project Apollo" to develop, produce, and donate millions of pieces of medical and personal protective equipment to nonprofits, Ford dealers, state and local officials, schools, and first responders in all 50 U.S. states; and

•
Implementing an effective and safe manufacturing restart.

Management also took measures to bolster the Company's ongoing liquidity and financial stability through financing activities, cash preservation initiatives, capital expense reductions, and cost control measures, including deferring payment of a portion of the salaries of certain corporate officers, including our Named Executives (see p. 57), from May through October, when the Company successfully repaid more than $7 billion of its Automotive debt. These actions helped preserve and advance the Company's long-term performance and positioned the Company to achieve better results in 2020 than the Company had forecast after the onset of the COVID-19 pandemic. Although the unpredictable consequences of the COVID-19 pandemic had an adverse effect on our 2020 performance, we ended 2020 with $30.8 billion in cash and a total of $46.9 billion in liquidity, both significantly higher than year-end 2019.

In order to recognize the extraordinary efforts of employees, as well as strategic and operational performance in the face of the global COVID 19 pandemic, in February 2021, the Compensation Committee approved a Pandemic Response Award for Incentive Bonus Plan-eligible employees, which was paid in cash to employees other than corporate officers and paid in the form of Time Based Units with a one-year cliff vest for corporate officers, including Named Executives. See Compensation Discussion & Analysis — Pandemic Response Award on pp. 66-69.

Amid our response to the global COVID-19 pandemic, the Company was planning and successfully executing a leadership transition. On August 4, 2020, the Company announced the election of James D. Farley, Jr., as President and Chief Executive Officer of the Company, effective October 1, 2020. Quickly following his accession to President and Chief Executive Officer, Mr. Farley unveiled The Plan: Ford's strategy to speed our transformation, improve execution, and drive growth. Under The Plan, we will turn our business around by modernizing how we operate, simplifying our processes, building on our strengths, exploring new opportunities, caring for each other and our customers, and leading the electrification revolution in areas of strength. Please refer to page 42 for more information about The Plan.

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*   See pages 69-72 of Ford's Annual Report on Form 10-K for the year ended December 31, 2020 for definitions and reconciliations to GAAP.
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*   See pages 69-72 of Ford's Annual Report on Form 10-K for the year ended December 31, 2020 for definitions and reconciliations to GAAP.

CREATING VALUE

Set forth below are some of our 2020 achievements against certain elements of The Plan. We will continue to execute on The Plan as we strive to deliver superior shareholder returns through focused automotive, electrification, and high-growth mobility initiatives.

GRAPHIC The Plan: Care for Each Other

•
As part of our "Project Apollo" initiative to address social needs created by the global pandemic, and in partnership with the United Auto Workers (UAW) in the U.S., we produced tens of millions of pieces of vital medical and personal protective equipment in 2020, including nearly 100 million face masks, 20 million face shields, 50,000 patient ventilators, 1.6 million washable isolation gowns, and, in collaboration with 3M, more than 32,000 powered air-purifying respirators

•
Additionally, together with our philanthropic arm, Ford Motor Company Fund ("Ford Fund"), we distributed more than 55 million face masks to nonprofits, Ford dealers, state and local officials, schools, and first responders in all 50 states during the last five months of 2020 — as part of our commitment to donate 120 million masks to at-risk communities by mid-2021

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Ford Fund invested more than $3 million to assist nonprofits and community organizations in their efforts to address hunger, housing, access to mobility, and other urgent needs related to COVID-19, including more than $1.1 million raised by employees and others through the global COVID-19 Donation Match program

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We leveraged our ask/listen/observe framework to understand employee sentiment; when we surveyed our employees during 2020 after the onset of the pandemic, 91% of the respondents, which were primarily salaried employees, indicated that Ford's response to the pandemic helped them do what is best for their health and family

•
We conducted a comprehensive audit to guide our Diversity, Equity, and Inclusion initiatives in the U.S. with plans for a global rollout in 2021 to accelerate our improvement of the employee experience and cultivate a culture of belonging

•
We created a COVID-19 return-to-work playbook for manufacturing and non-manufacturing locations that aligns with recommendations from the World Health Organization, the Centers for Disease Control, and country and local health departments, and shared the Playbook publicly as a learning resource for other organizations

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We distributed 200,000 Return to Work care kits globally

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We paused social media advertising spend to help encourage social platforms to stop the spread of hate speech and misinformation
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Bill Ford was named Automotive News' 2020 Industry Leader of the Year for his role in leading the Detroit 3's response to the pandemic and spearheading Ford's efforts to manufacture personal protective equipment

GRAPHIC The Plan: Create Must Have Products and Services

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We successfully launched three new vehicles that exemplify the new direction of Ford: the all-electric Mustang Mach-E, the redesigned F-150, and the Bronco Sport

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Ford was America's best-selling commercial vehicle brand for the 11th consecutive year

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Ford Explorer was America's best-selling mid-size SUV

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Our full-year 2020 F-Series sales totaled 787,422 vehicles, marking its 44th year in a row as America's best-selling pickup and the 39th as America's No. 1-selling vehicle

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Mustang was America's best-selling sports car for the sixth consecutive year

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FordPass membership increased by nearly 50% to more than nine million globally, offering differentiated customer experiences

GRAPHIC The Plan: Turn Around Operations; Compete like a Challenger

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We completed the first phase of our European business restructuring, producing improved operating performance

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We completed the sale of the São Bernardo do Campo Plant in Brazil and committed to a plan to exit manufacturing operations in Brazil as part of the restructuring of our South American operations

GRAPHIC The Plan: Lead the Electrification Revolution in Areas of Strength

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We invested approximately $7 billion in electrification from 2016 through 2020

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Ford was the first company to announce plans for an all-electric van, E-Transit, and an all-electric pickup, F-150

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The Company broke ground on the Ford Rouge Electric Vehicle Center to house a production line for the 2022 all-electric F-150

•
FordPass app connected Mach-E owners to the largest public charging network in North America, with 16,000 charging stations and growing
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Underlying our compensation programs is an emphasis on sound governance practices. These practices include:

WE DO

GRAPHIC   Perform annual say-on-pay advisory vote for shareholders
GRAPHIC   Pay for performance
GRAPHIC   Use appropriate peer group when establishing compensation
GRAPHIC   Balance short- and long-term incentives
GRAPHIC   Align executive compensation with stockholder returns through long-term incentives
GRAPHIC   Cap individual payouts in incentive plans
GRAPHIC   Include clawback provisions in our incentive grants (see Risk Assessment Regarding Compensation Policies and Practices on pp. 16-17)
GRAPHIC   Maintain robust stock ownership goals for Named Executives
GRAPHIC   Prohibit officers from hedging their exposure to Ford common stock and limit officers' pledging of Ford common stock (see Risk Assessment Regarding Compensation Policies and Practices on pp. 16-17)
GRAPHIC   Condition grants of long-term incentive awards on non-compete and non-disclosure restrictions
GRAPHIC   Mitigate undue risk taking in compensation programs
GRAPHIC   Retain a fully independent external compensation consultant whose independence is reviewed annually by the Compensation Committee (see Compensation Committee Operations on pp. 17-18)
GRAPHIC   Include a double-trigger change in control provision for equity grants
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WE DO NOT

GRAPHIC   Provide evergreen employment contracts
GRAPHIC   Pay out dividend equivalents on equity awards during vesting periods or performance periods
GRAPHIC   Maintain individual change in control agreements for Named Executives (other than the provisions included in Mr. Farley's employment agreement discussed on p. 59 and footnote 7 on p. 92)
GRAPHIC   Reprice options
GRAPHIC   Allow officers to hedge their exposure to Ford common stock

GRAPHIC

GRAPHIC

                                                             
  
Element
     		  ​   BASE SALARY
​   ​   ANNUAL CASH
INCENTIVE AWARDS

​   ​   LONG-TERM
INCENTIVE AWARDS

​   ​   BENEFITS AND PERQUISITES
​   ​   RETIREMENT PLANS
 
                                                             
                                                                
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  
Purpose
     		      Base Level of Compensation           Incentive to Drive
Near-Term Performance 		          Incentive to Drive Long-
Term Performance and
Stock Price Growth 		          Enhance Productivity
and Development 		          Income Certainty and
Security 		   
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
                                                                
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  
Target
     		      Fixed $           Fixed % of Salary           Fixed $ Value Equity Opportunity           Variable           % of Salary    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
                                                                
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
 
Form of Delivery
     		      Cash           Cash           Performance Units,*
Time-Based Units*
and Stock Options 		          Various           Cash    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
                                                                
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Company
Performance/
Award

      NA           0-200%           Performance Units 0-200%           NA           NA    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
*
A Performance Unit is an award of the right to earn up to a certain number of shares of common stock, Restricted Stock Units, or cash, or a combination of cash and shares of common stock or Restricted Stock Units, based on performance against specified goals established by the Compensation Committee under the Long-Term Incentive Plan. A Time-Based Unit represents the right to receive a share of common stock, or cash equivalent to the value of a share of common stock, when the restriction period ends, under the Long-Term Incentive Plan, as determined by the Compensation Committee.

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Our compensation practices have been consistently supported by shareholders, as evidenced by recent Say-on-Pay results.

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We regularly meet with investors to discuss and receive feedback on various topics, including long-term strategy; financial and operating performance; risk management; environmental, social, and governance practices; and executive compensation practices. Based on these interactions, we believe investors were generally satisfied with our compensation programs in 2020 and we are pleased that investors support our compensation philosophy, policies, and programs.

GRAPHIC

GRAPHIC

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Named Executives' compensation is tied to our 2020 and 2018-2020 performance periods

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Reacted swiftly and appropriately to the uncertainties and challenges presented by the COVID-19 pandemic, including by deferring each Named Executives' base salary until the Company had repaid at least $7 billion of its Automotive debt

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Provided appropriate and reasonable compensation for Named Executives' performance in 2020 despite unprecedented challenges from COVID-19

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80% of our Named Executives' target compensation is performance-based (with the exception of Tim Stone who resigned and separated from the Company in October 2020)
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Our Global Compensation and Benefits Philosophy, Strategy, and Guiding Principles include a pay equity objective

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We maintain a policy that prohibits the hedging of exposure to Ford common stock by officers and limits the pledging of Ford common stock by officers

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Executive stock ownership goals continue to align the interests of executives with shareholders

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Executive pay practices are tied to robust risk and control features
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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

GRAPHIC

Ford has a long history of operating under sound corporate governance practices, which is a critical element of creating the world's most trusted company. These practices include the following:

GRAPHIC   Annual Election of All Directors.

GRAPHIC
 
Majority Vote Standard. Each director must be elected by a majority of votes cast.

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Independent Board. 64% of the Director Nominees are independent.

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Lead Independent Director. Ensures management is adequately addressing the matters identified by the Board.

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Independent Board Committees. Each of the Audit, Compensation, and Nominating and Governance Committees is comprised entirely of independent directors.

GRAPHIC
 
Committee Charters. Each standing committee operates under a written charter that has been approved by the Board and is reviewed annually.

GRAPHIC
 
Independent Directors Meet Regularly Without Management and Non-Independent Directors.

GRAPHIC
 
Regular Board and Committee Self-Evaluation Process. The Board and each committee evaluates its performance each year.
GRAPHIC   Mandatory Deferral of Compensation for Directors. In 2020, approximately 68% of annual director fees were mandatorily deferred into Ford restricted stock units, which strongly links the interests of the Board with those of shareholders.

GRAPHIC
 
Separate Chairman of the Board and CEO. The Board of Directors has chosen to separate the roles of CEO and Chairman of the Board of Directors.

GRAPHIC
 
Confidential Voting at Annual Meeting.

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Special Meetings. Shareholders have the right to call a special meeting.

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Shareholders May Take Action by Written Consent.

GRAPHIC
 
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.

GRAPHIC
 
Hedging and Pledging Policies. Officers are prohibited from hedging their exposure to, and limited in pledging, Ford common stock (see p. 17).
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Leadership Structure

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Ford determines the most suitable leadership structure from time to time. At present, the Board of Directors has chosen to separate the roles of CEO and Chairman of the Board of Directors. James D. Farley, Jr., is our President and CEO, and William Clay Ford, Jr., is Chairman of the Board of Directors as well as our Executive Chairman. We believe this structure is optimal for Ford at this time because it allows Mr. Farley to focus on leading the organization while allowing Mr. Ford to focus on leading the Board of Directors. Furthermore, the Board has appointed Anthony F. Earley, Jr., as our Lead Independent Director. We believe having a Lead Independent Director is an important governance

practice given that the Chairman 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 Mr. Ford and Mr. Farley to ensure management is adequately addressing the matters identified by the Board.

This structure optimizes the roles of CEO, Chairman, and Lead Independent Director and provides Ford with sound corporate governance in the management of its business.

Board Meetings, Composition, and Committees

GRAPHIC

COMPOSITION OF BOARD OF DIRECTORS / NOMINEES

The Nominating and Governance Committee recommends the nominees for all directorships. The Committee also reviews and makes recommendations to the Board on matters such as the size and composition of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds. Between annual shareholder meetings, the Board may elect directors to the Board to serve until the next annual meeting. In 2018, we implemented a more robust peer and Board and Committee self-assessment process. In 2020, we engaged 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 also instituted an evaluation process whereby every five years each director's skills and qualifications are analyzed as to whether such skills and qualifications remain relevant in light of changing business conditions.

For many years we have maintained a mandatory retirement age of 72 for directors. In 2019, the Board

adopted a policy for new independent directors whereby it is expected that an independent director may serve up to 15 one-year terms, unless unique circumstances warrant additional terms. We will continue to maintain the mandatory retirement age of 72 so that for new independent directors it is expected that they 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 October 2020, the Committee recommended that the size of the Board be increased to 14 and re-elected Jon M. Huntsman, Jr., to the Board. Gov. Huntsman previously served on the Board from 2012-2017, when he resigned to serve as the U.S. Ambassador to Russia. Edsel B. Ford II is not standing for re-election this year having reached our mandatory retirement age. John C. Lechleiter is also not standing for re-election this year due to personal reasons and not due to any disagreement on any matter relating to the Company's operations, policies, or practices. In March 2021, the Committee recommended that the size of the Board remain at 14 at the time of the 2021 Annual Meeting and nominated Alexandra Ford English and Henry Ford III to stand for election at the 2021 Annual Meeting.

The Board believes that, with the addition of its new nominees, it will have an appropriate mix of short- and medium-tenured directors as well as long-tenured directors which provide a balance that enables the Board to benefit from fresh insights and historical perspectives during its deliberations and inform Board succession planning.

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In addition, having a Ford family member, William Clay Ford, Jr., as our Executive Chairman brings a unique and historical long-term perspective to Board deliberations. Our new nominees, Alexandra Ford English and Henry Ford III, will provide fresh perspectives and valuable insights while continuing the Ford family's nearly 118 years of active involvement with and stewardship of the Company. Alexandra Ford English is the daughter of William Clay Ford, Jr. and Henry Ford III is the son of our retiring director Edsel B. Ford II. William Clay Ford, Jr. and Edsel B. Ford II are first cousins.

The Board proposes to you a slate of nominees for election to the Board at the annual meeting. You may propose nominees (other than self-nominations) for consideration by the Committee by submitting the names, qualifications, and other supporting information to: Secretary, Ford Motor Company, One American Road, Dearborn, MI 48126. Properly submitted recommendations must be received no later than December 2, 2021, to be considered by the Committee for inclusion in the following year's nominations for election to the Board. Your properly submitted candidates are evaluated in the same manner as those candidates recommended by other sources. All candidates are considered in light of the needs of the Board with due consideration given to the qualifications described on p. 28 under Election of Directors.

EXECUTIVE SESSIONS OF NON-EMPLOYEE DIRECTORS

Non-employee directors ordinarily meet in executive session without management present at most 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, Compensation, and Nominating and Governance Committees, 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 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. 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, Compensation, Finance, Nominating and Governance, and Sustainability and Innovation Committees 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

Audit Committee: Selects the independent registered public accounting firm, subject to shareholder ratification, and determines the compensation of the independent registered public accounting firm.

At least annually, reviews a report by the independent registered public accounting firm describing: internal quality control procedures, any issues raised by an internal or peer quality control review, any issues raised by a governmental or professional authority investigation in the past five years and any steps taken to deal with such issues, and (to assess the independence of the independent registered public accounting firm) all relationships between the independent registered public accounting firm and the Company.

Consults with the independent registered public accounting firm, reviews and approves the scope of their audit, and reviews their independence and performance. Also, annually approves categories of services to be performed by the independent registered public accounting firm and reviews and, if appropriate, approves in advance any new proposed engagement greater than $250,000.

Reviews internal controls, accounting practices, and financial reporting, including the results of the annual audit and the review of the interim financial statements with management and the independent registered public accounting firm.

Reviews activities, organization structure, and qualifications of the General Auditor's Office, and participates in the appointment, dismissal, evaluation, and determination of the compensation of the General Auditor.

Discusses earnings releases and guidance provided to the public and rating agencies.

Reviews, at least annually, policies with respect to risk assessment and risk management.

Exercises reasonable oversight with respect to the implementation and effectiveness of the Company's compliance and ethics program, including being knowledgeable about the content and operation of the compliance and ethics program.

Reviews, with the Office of the General Counsel, any legal or regulatory matter that could have a significant impact on the financial statements.

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As appropriate, obtains advice and assistance from outside legal, accounting, or other advisors.

Prepares an annual report of the Audit Committee to be included in the Company's proxy statement.

Reviews our cyber security practices periodically, at least twice each year.

Assesses annually the adequacy of the Audit Committee Charter.

Reports to the Board of Directors about these matters.

Compensation Committee: Establishes and reviews the overall executive compensation philosophy and strategy of the Company.

Reviews and discusses key people-related business strategies, including leadership succession planning, culture, diversity and inclusion, and talent development programs.

Reviews and approves Company goals and objectives related to the Executive Chairman, the President and CEO, and other executive officers' compensation, including annual performance objectives.

Evaluates the performance of the Executive Chairman, 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, Performance Units, other stock-based awards, other incentive awards, and other benefits, direct and indirect, of the Executive Chairman, 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 Ford's executive compensation plans and programs.

Reviews the Compensation Discussion and Analysis to be included in the Company's proxy statement.

Prepares an annual report of the Compensation 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 Committee Charter.

Reports to the Board of Directors about these matters.

Finance Committee: Reviews all aspects of the Company's policies and practices that relate to the management of the Company's financial affairs, consistent with law and specific instructions given by the Board of Directors.

Reviews capital allocation priorities, policies, and guidelines, including the Company's cash flow, minimum cash requirements, and liquidity targets.

Reviews the Company's capital appropriations financial performance against targets by conducting interim reviews and an annual review of previously approved capital programs and periodic review of acquisitions and new business investments.

Reviews with management, at least annually, the annual report from the Treasurer of the Company's cash and funding plans and other Treasury matters.

Reviews the strategy and performance of the Company's pension and other retirement and savings plans.

Performs such other functions and exercises such other powers as may be delegated to it by the Board of Directors from time to time.

Reviews, at least annually, policies with respect to financial risk assessment and financial risk management.

Assesses annually the adequacy of the Finance Committee Charter.

Reports to the Board of Directors about these matters.

Nominating and Governance Committee: Reviews and makes recommendations on: (i) the nominations or election of directors and (ii) the size, diversity, composition, and compensation of the Board.

Establishes criteria for selecting new directors and the evaluation of the Board, including whether current members and candidates possess skills and qualifications that support the Company's strategy.

Develops and recommends to the Board corporate governance principles and guidelines.

Reviews the charter and composition of each committee of the Board and makes recommendations to the Board for the adoption of or revisions to the committee charters, the creation of additional committees, or the elimination of committees.

Considers the adequacy of the By-Laws and the Restated Certificate of Incorporation of the Company and recommends to the Board, as appropriate, that the Board: (i) adopt amendments to the By-Laws and (ii) propose, for consideration by the shareholders, amendments to the Restated Certificate of Incorporation.

Considers shareholder suggestions for director nominees (other than self-nominations). See Composition of Board of Directors/Nominees on pp. 12-13.

Assesses annually the adequacy of the Nominating and Governance Committee Charter.

Reports to the Board of Directors about these matters.

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Sustainability and Innovation Committee: Evaluates and advises on the Company's pursuit of innovative practices and technologies that improve environmental and social sustainability, enrich our customers' experiences, and increase shareholder value.

Discusses and advises on the innovation strategies and practices used to develop and commercialize technologies.

Annually reviews the Company's Sustainability Report Summary and initiatives related to innovation.

Assesses annually the adequacy of the Sustainability and Innovation Committee Charter.

Reports to the Board of Directors about these matters.

Board's Role in Risk Management

GRAPHIC

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, OSHA/safety, etc.).

Reporting Risk covers Sarbanes-Oxley compliance, 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 the 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 Units and Functional Skill Teams. We have institutionalized a regular Operations Flash 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, utilizing the principles of design thinking and critical thinking, develops specific plans to address those risks and opportunities.

The Enterprise Risk Management process adopted by the Company identifies the top 12 critical enterprise risks identified through a survey process of senior management and the Board of Directors. Once identified, each of the top 12 risks is assigned an executive risk owner who is responsible to oversee risk assessment, develop mitigation plans, and provide regular updates. The process includes that Business Units and Skill Teams will follow the same process for local risk identification and management. Risks at all levels are shared and aligned for a top-down and bottom-up view and management of risk. The Audit Committee and Board annually review the process to update the list of critical risks and monitor risk movement and emerging trends.

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 following each committee meeting. The Audit Committee assists the Board of Directors in overseeing compliance and reporting risk. The Sustainability and Innovation Committee assists the Board of Directors in overseeing environmental and social sustainability risks, while the Compensation Committee assists the Board of Directors in overseeing risks related to compensation and people-related business strategies, including leadership succession and culture, diversity, and inclusion. 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 and Innovation Committee, the Compensation Committee, and the Finance Committee all play a role in overseeing strategic risk management.

The scope and severity of risks presented by cyber threats have increased dramatically, and constant vigilance is required to protect against intrusions. We take cyber threats very seriously and regularly audit our cyber security capabilities. These audits are a useful tool for ensuring that we maintain a robust cyber security program to protect our investors, customers,

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employees, and intellectual property. The Audit Committee reviews our cyber security practices regularly with report outs to the Board as appropriate.

We also maintain an industry-leading cyber security insurance program with many of the world's largest and most respected insurance companies. Additionally, we are a founding member of the Board of the Automotive Information Sharing and Analysis Center. Our current seat on that board ensures that we preserve

relationships that help to protect ourselves against both enterprise and in-vehicle security risks.

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

OVERSIGHT OF RISK MANAGEMENT

 
 
COMPLIANCE & REPORTING
 
OPERATING & STRATEGIC
​ ​ ​ ​ ​
FORD BOARD
Oversight 		  Audit Committee   Sustainability & Innovation Committee
Compensation Committee
Finance Committee
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FORD MANAGEMENT
Day-to-Day 		  Compliance Reviews
Sarbanes-Oxley Compliance
Internal Controls
Disclosure Committee 		  Business Units & Skill Teams
Operations Flash
Special Attention Review
Product, Strategy, and People Forums

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 designated John B. Veihmeyer as an Audit Committee financial expert. Mr. Veihmeyer meets the independence standards for audit committee members under the NYSE Listed Company and SEC rules. Mr. Veihmeyer is also the chair of the Audit Committee. 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 2020, 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 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;

•
alignment of annual and long-term incentives to ensure that the awards encourage consistent behaviors and incentivize performance results;

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

•
capped payout levels for both the Incentive Bonus Plan and performance-based stock awards for Named Executives — the Compensation Committee has negative discretion over incentive program payouts;

•
use of Time-Based Units that vest ratably over three years and Performance Units that have a three-year performance period that measures performance against financial metrics and relative Total Shareholder Return ("TSR");

•
generally providing senior executives with long-term equity-based compensation on an annual basis — we believe that accumulating equity over a period of time encourages executives to take actions that promote the long-term sustainability of our business;

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

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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
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short-term results without regard to longer-term consequences.

Recoupment Policy. The Committee maintains a policy of recoupment of compensation in certain circumstances. The purpose of this policy is to help ensure executives act in the best interests of the Company. The policy requires any Company officer to repay or return cash bonuses and equity awards in the event: (i) the Company issues a material restatement of its financial statements, and the restatement was caused by such officer's intentional misconduct; (ii) such officer was found to be in violation of non-compete provisions of any plan or agreement; or (iii) such officer has committed ethical or criminal violations. The Committee will consider all relevant factors and exercise business judgment in determining any appropriate amounts to recoup up to 100% of any awards.

Our Compensation 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. The Committee maintains the following policy related to hedging exposure to common stock:

    Certain forms of hedging or monetization transactions, such as forward sale contracts, allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow an officer to continue to own Ford common stock, but without the full risks and rewards of ownership. When that occurs, the officer may no longer have the same incentives or objectives as the Company's other shareholders. Consequently, 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. For purposes of this policy, "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. Any hedges of Ford common stock in existence at the time a person becomes subject to this policy are grandfathered, but are prohibited from being renewed or extended.

In addition, the Committee maintains the following policy related to the pledging of common stock:

    Pledges of Ford common stock by an officer can result in the sale of shares without the consent of the officer if the obligation secured by the shares is in default, and if this occurs during a blackout period it could result in an insider trading violation by that officer. Pledges of Ford common stock in a brokerage margin account (where shares are pledged to secure a loan to buy other securities) present significant insider trading risk because the shares can be sold automatically with a decline in the stock price. In addition, the reputation of the Company, as well as officers' personal reputations, can be adversely affected if Ford common stock is sold pursuant to a defaulted obligation. Consequently, officers are prohibited from engaging in pledging directly or indirectly owned Ford common stock to secure obligations of a brokerage margin account as described above. 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. Any pledges of Ford common stock in existence at the time a person becomes subject to this policy are grandfathered, but are prohibited from being renewed or extended, unless such renewal or extension complies with this policy.

Regarding directors, the 2014 Stock Plan for Non-Employee Directors prohibits the hedging and pledging of common stock received pursuant to that plan.

COMPENSATION COMMITTEE OPERATIONS

The Compensation 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 Chairman, the President and CEO, and other executive officers and approving the compensation structure for senior management, including officers. The Committee is currently comprised of five 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. The Committee annually reviews the charter. A copy of the charter may be found on our website at www.corporate.ford.com.

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The Committee makes decisions regarding the compensation of our executive officers, including the Named Executives. The Committee has delegated authority, within prescribed share limits, to a Long-Term Incentive Compensation Award Committee (comprised of our Chairman and our President and CEO) to approve grants of options, Performance Units, Time-Based Units, and other stock-based awards, and to the Annual Incentive Compensation Award Committee (also comprised of our Chairman and our President and CEO) to determine bonuses for other employees. The Committee also delegated authority to the Office of the Chairman and Chief Executive (also comprised of our Chairman and our President and CEO) to determine the compensation of non-executive officers. The Committee regularly reviews such determinations.

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 (see Director Compensation in 2020 on pp. 36-37).

The Compensation Committee considers recommendations from the Chairman, the President and CEO, and the Chief People and Employee Experience Officer in developing compensation plans and evaluating performance of other executive officers. The Committee's consultant also provides advice and analysis on the structure and level of executive compensation. Final decisions on any major element of compensation, however, as well as total compensation for executive officers, are made by the Compensation Committee.

As in prior years, in 2020, the Committee engaged Semler Brossy Consulting Group, LLC, 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 same Semler Brossy principal attended ten of the eleven Committee meetings in 2020.

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 Willis Towers Watson Executive Compensation Database (see Competitive Survey on pp. 52-53). Willis Towers Watson does not make recommendations to, nor does it assist, the Committee in determining compensation of executive officers. Willis Towers Watson is retained by Ford management, not the Committee.

Committee meetings typically occur prior to the meetings of the full Board of Directors. Incentive Bonus targets and awards, Performance Unit grants, Time-Based Units, stock options, if any, and cash awards typically are decided at the February or March Committee meeting (see Timing of Equity Awards on pp. 54-55). Officer salaries are reviewed in February or March each year.

See the Compensation Discussion and Analysis on pp. 42-78 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.

Our policy, approved by the Compensation Committee, to limit outside board participation by our officers, is:

•
no more than 15% of all officers should be on unaffiliated for-profit boards at any given point in time; and

•
no officer should be a member of more than one unaffiliated for-profit board.
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Independence of Directors and Relevant Facts and Circumstances

 

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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.

•
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.

•
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.

•
Additional Compensation.  No director can be independent if he or she is receiving, or in the last three years has received, more than $100,000 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).

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

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, Anthony F. Earley, Jr., William W. Helman IV, Jon M. Huntsman, Jr., William E. Kennard, John C. Lechleiter, Beth E. Mooney, John L. Thornton, John B. Veihmeyer, Lynn M. Vojvodich, and John S. Weinberg. Additionally, the Board

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determined that each of Kimberly A. Casiano, Beth E. Mooney, John B. Veihmeyer, and Lynn M. Vojvodich is independent under the heightened SEC independence standards for audit committees and that each of Anthony F. Earley, Jr., Jon M. Huntsman, Jr., John C. Lechleiter, John L. Thornton, and John S. Weinberg is independent under the additional NYSE independence standards for compensation committees. Additionally, the Board determined that Stephen G. Butler, who did not stand for election at the 2020 Annual Meeting, had no material relationship with the Company during the time of his service and, thus, was independent, and that he was independent under the heightened SEC independence standards for audit committees.

We are in discussions with Gov. Huntsman regarding expanding his role advising on policy-related matters and government relations. In connection with entering into this expanded role, the Board may determine that Gov. Huntsman will cease to be an independent director under the rules of the New York Stock Exchange. If Gov. Huntsman takes on this expanded role, he would remain on the Board and on the Sustainability and Innovation Committee, but he would step down from the Compensation and the Nominating and Governance Committees. We believe that Gov. Huntsman's vast government experience, as a governor, ambassador and trade representative; his public company experience, as a board member and senior executive; and his knowledge of our company make him a critical member of our Board. If Gov. Huntsman is determined to be no longer independent, 64% of our director nominees

would be independent. Our Audit, Compensation and Nominating and Governance Committees would remain 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 Ms. Mooney and Messrs. Thornton and Weinberg, as an officer of such a company or, in the case of Gov. Huntsman, where an immediate family member serves as an officer of such a company. In addition to Ms. Mooney, Gov. Huntsman, and Messrs. Thornton and Weinberg, these directors included Messrs. Earley, Kennard, and Veihmeyer, and Ms. Vojvodich. The Company also made donations to certain institutions with which certain directors are affiliated. These included Messrs. Earley, Thornton, and Veihmeyer, Dr. Lechleiter, and Mss. Casiano and Mooney. In addition, the Company made a charitable donation on behalf of the Board in lieu of holiday gifts. None of the relationships described above was material under the independence standards contained in our Corporate Governance Principles.

Codes of Ethics

GRAPHIC

The Company has published on its website (www.corporate.ford.com) its code of conduct handbook, which applies to all officers and employees, a code of ethics for directors, and a code of ethics for the Company's chief executive officer as well as senior financial and accounting personnel. 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.

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Communications with the Board and Annual Meeting Attendance

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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.

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 participate in the annual meeting, unless unusual circumstances would prevent such participation. Last year, of the thirteen then current members of the Board, thirteen 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, 2020, 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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  Name of Beneficial Owner
  Address of Beneficial Owner
  Ford
Common Stock
  Percent of
Outstanding Ford
Common Stock
   
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State Street Corporation and certain of its affiliates*

  State Street Financial Center
One Lincoln Street
Boston, MA 02111 		  347,337,522   8.89%    
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The Vanguard Group and certain of its affiliates

  The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 		  288,820,844   7.39%    
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BlackRock, Inc. and certain of its affiliates

  BlackRock, Inc.
55 East 52nd Street
New York, NY 10055 		  271,606,151   7.0%    
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*
State Street Bank and Trust Company is the trustee for Ford common stock in the Ford defined contribution plans master trust, which beneficially owns 4.3% of the common stock of Ford. In this capacity, State Street Bank and Trust Company has voting power over the shares in certain circumstances.
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FIVE PERCENT BENEFICIAL OWNERS OF CLASS B STOCK

As of February 1, 2021, the persons included in the table below beneficially owned more than 5% of the outstanding Class B Stock.

 
   
   
   
   
   
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  Name of Beneficial Owner
  Address of Beneficial Owner
  Ford
Class B Stock
  Percent of
Outstanding Ford
Class B Stock
   
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    Lynn F. Alandt*   Ford Estates, 2000 Brush, Detroit, MI 48226   10,086,236   14.24%    
    David P. Larsen, as trustee of various trusts**   Ford Estates, 2000 Brush, Detroit, MI 48226   11,328,959   15.99%    
    Voting Trust***   Ford Estates, 2000 Brush, Detroit, MI 48226   70,778,212   99.90%    
*
Includes shares beneficially owned in either an individual or fiduciary capacity as sole trustee or as a co-trustee.

**
Represents beneficial ownership of shares held in a fiduciary capacity as sole trustee or as a co-trustee, including 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. Mr. Larsen disclaims beneficial ownership of these shares.

***
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 trust is of perpetual duration until terminated by the vote of shares representing over 50% of the participants and requires the trustees to vote the shares as directed by a plurality.

BENEFICIAL STOCK OWNERSHIP

The following table shows how much Ford stock each current director, nominee, and Named Executive beneficially owned as of February 1, 2021. No director, nominee, or executive officer, including Named Executives, beneficially owned more than 0.10% 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, 2021. Executive officers held options exercisable on or within 60 days after February 1, 2021 to buy 2,497,736 shares of Ford common stock.

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Name

  Ford
Common
Stock 1,2 		  Ford
Common
Stock
Units 3 		   
​ ​ ​ ​ ​ ​ ​ ​ ​

 

Kimberly A. Casiano*

  153,950   159,751    

 

Anthony F. Earley, Jr.*

  208,544   71,885    

 

James D. Farley, Jr.*

  1,886,212   0    

 

Ashwani ("Kumar") Galhotra

  639,630   0    

 

James P. Hackett

  1,184,437   0    

 

William W. Helman IV*

  162,029   42,641    

 

Jon M. Huntsman, Jr.*

  6,927   0    

 

William E. Kennard*

  132,481   0    

 

John T. Lawler

  632,711   65    
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Name

  Ford
Common
Stock 1,2 		  Ford
Common
Stock
Units 3 		   
​ ​ ​ ​ ​ ​ ​ ​ ​

 

John C. Lechleiter**

  336,994   5,760    

 

Beth E. Mooney*

  50,538   0    

 

Tim Stone

  702,007   0    

 

Hau Thai-Tang

  1,379,942   100    

 

John L. Thornton*

  245,398   330,397    

 

John B. Veihmeyer*

  108,107   0    

 

Lynn M. Vojvodich*

  98,941   0    

 

John S. Weinberg*

  155,391   0    

 

Name

  Ford
Common
Stock 1,2 		  Ford
Common
Stock
Units 3 		  Ford
Class B
Stock 		  Percent of
Outstanding
Ford
Class B
Stock 		   
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Alexandra Ford English*

  10,944   0   105,810   0.15%    

 

Edsel B. Ford II**

  1,347,906   174,720   4,837,573   6.83%    

 

Henry Ford III*

  435,155   0   1,235,369   1.74%    

 

William Clay Ford, Jr.*

  4,353,279   201,552   15,721,009   22.19%    
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All Directors and Executive Officers as a group

                   

 

22 persons beneficially owned 0.34% of Ford common stock or securities convertible into Ford common stock as of February 1, 2021

                   
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*
Indicates Director Nominees

**
Edsel B. Ford II and John C. Lechleiter are not standing for re-election at the 2021 Annual Meeting.
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