FORD MOTOR CO

For the period ended May 9, 2024. Filed Mar 29, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed Mar 29, 2024

F$12.44-0.7%Stored close · as of Nov 6, 2026

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Contents

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 97 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 29, 2024.

TIME OF VIRTUAL ANNUAL MEETING

	Thursday, May 9, 20248:30 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/ FORD2024. There will not be a physical meeting location.						Corporate Website: www.corporate.ford.com Annual Report: www.shareholder.ford.com

MEETING AGENDA


1.	Election of the 14 Director Nominees Named in the Proxy Statement	FOR	26-36
2.	Ratification of Independent Registered Public Accounting Firm	FOR	37-38
3.	Approval of the Compensation of the Named Executives	FOR	39-81
4.	Approval of the 2024 Stock Plan for Non-Employee Directors	FOR	82-85
5.	Shareholder Proposal — Give Each Share an Equal Vote	AGAINST	86-89
6.	Shareholder Proposal — Child Labor Audit	AGAINST	90-91
7.	Shareholder Proposal — Supply Chain Transparency and Traceability Report	AGAINST	92-94

CORPORATE GOVERNANCE HIGHLIGHTS

Lead Independent Director

Independent Board Committees — Audit; Compensation, Talent and Culture; and Nominating and Governance

Committee Charters

Independent Directors Meet Regularly Without Management and Non-Independent Directors

Regular Board and Committee Self-Evaluation Process

Separate Chair of the Board and CEO

Confidential Voting

Shareholders Have the Right to Call Special Meetings

Shareholders May Take Action by Written Consent

Strong Codes of Ethics

Annual Election of All Directors

Majority Vote Standard for Director Elections

No Supermajority Voting Requirement

Board Meetings in 2023: 7

Standing Board Committees — Meetings in 2023: Audit: 10, Compensation, Talent and Culture: 8, Finance: 4, Nominating and Governance: 5, Sustainability, Innovation and Policy: 4

64% of the Director Nominees are Independent

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ABOUT FORD

Ford Motor Company is a global company based in Dearborn, Michigan. With about 177,000 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 does that 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 enables 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”).

In addition to the information about Ford contained in this Proxy Statement, extensive information about our Company can be found at http://corporate.ford.com, including information about our management team, brands, products, services, and corporate governance principles. The foregoing information regarding our website and its content is for convenience only and not deemed to be incorporated by reference into this Proxy Statement nor filed with the SEC.

FULL-YEAR 2023 OPERATING PERFORMANCE

		Wholesale Units 4.4 Million 4%				Revenue $176 Billion 11%				Adjusted EBIT $10.4 Billion
		Adjusted EBIT Margin 5.9% 70 bps				Adjusted Free Cash Flow $6.8 Billion $2.3B				Adjusted ROIC 13.9% 270 bps

See pages 75-79 of Ford’s Annual Report on Form 10-K for the year ended December 31, 2023 for definitions and reconciliations to GAAP.

Customer-Focused Ford+ Growth Plan Delivers Solid 2023, Positions Company for Growth

Last year, Ford took significant steps to position the Company for a strong, profitably growing future. Ford is now organized and operating based on three distinct, customer-focused global automotive business segments Ford Blue, Ford Model e, and Ford Pro, providing clarity, focus, and accountability.

Our 2023 results underscore the potential of our plan, our leadership, and our people. We delivered a solid year with growth in all three automotive businesses despite a lengthy work stoppage in the U.S. and significant shifts in demand and pricing in the electric vehicle market. We strengthened our product portfolio in 2023, offering customers unprecedented choice, and made progress in improving quality and cost competitiveness with more progress needed.

We’re building a dynamic and highly talented company that offers value at the intersection of hardware, software and services in a rapidly evolving auto industry. With Ford+, we’re generating solid results today and allocating capital with great discipline, so that over time we execute with consistency, produce strong growth and profitability, and are less cyclical.

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		2023 Ford+ Business Highlights
		Ford +
		◦ Reorganized the Company to operate three distinct and customer focused automotive businesses — Ford Blue, Ford Model e, and Ford Pro — providing clarity, focus, and accountability. ◦ Established Ford Integrated Services to develop and deliver high-value, software-enabled services — atop early momentum of 630,000 paid software subscriptions at year-end. ◦ Returned Ford’s credit rating to investment grade, based on improving margins and financial flexibility. ◦ Recorded positive EBIT outside North America for the second year in a row — reversing losses of ~$2 billion in 2020. Improved our business performance in China by streamlining the product offering, reducing capital intensity, and growing export operations. ◦ Combined product development, cycle planning, supply chain, and manufacturing into a global industrial operational engine — to deliver great products, maximize quality, and minimize costs and complexity. ◦ Received highest scores in our industry for responsible mineral sourcing and due diligence policies from environmental and social group, Lead the Charge.
		Ford Blue
		◦ Reported Ford Blue revenue of $102 billion, up 8%, with EBIT of $7.5 billion and an EBIT margin of 7.3%. ◦ Fortified our strength as a global pickup leader with the best-selling F-150, global Ranger — key to our overseas profit turnaround — and the popular Maverick small pickup. ◦ Strengthened our position as a global hybrid leader. Produced No. 1 (Maverick) and No. 2 (F-150) hybrid trucks in the U.S. — with Ford the overall No. 3 U.S. hybrid brand and global hybrid sales up ~20%.
		Ford Model e
		◦ Finished 2023 as the No. 2 electric vehicle brand in the U.S. for the second consecutive year. ◦ Increased Ford Model e shipments and sales by double-digit rates; in the U.S., F-150 Lightning was the top-selling electric pickup, and Mustang Mach-E No. 3 among all EVs. Our EV sales continued to bring a high percentage of new customers to the Ford brand. ◦ Made significant progress in building out our EV industrial capability, including the construction of new plants for electric vehicles and batteries in North America and the conversion of existing facilities to produce electric vehicles. ◦ Enabled North American customers to drive over 150 million miles hands-free — up over 300% — using Ford’s acclaimed BlueCruise hands-free highway driving technology.
		Ford Pro
		◦ Ford Pro is a nearly $60 billion high-margin hardware, software, and services business. ◦ Achieved 19% growth in Ford Pro revenue with EBIT of $7.2 billion — more than double 2022 and an EBIT margin of 12.4%. ◦ Remained the top-selling commercial vehicle seller in the U.S., with dominant market share in key work segments. Ford was the top-selling commercial vehicle brand in Europe for the 9th straight year. ◦ Ended 2023 with more than 500,000 active software paid subscriptions, up 46% year over year.
		Ford Credit
		◦ Drove further customer loyalty to Ford Credit and generated new revenue streams through digital services and products — e.g., Ford Pro FinSimple fleet financing was up more than 30%.

Please refer to Environmental, Social, and Governance on page 25 to learn about our meaningful progress against important social and environmental responsibility goals in 2023.

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CD&A Overview

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

	WHAT WE DO				WE DO NOT
	Perform annual say-on-pay advisory vote for shareholders Pay for performance Use appropriate peer group when establishing compensation Balance short- and long-term incentives Align executive compensation with shareholder returns through long-term incentives Cap individual payouts in incentive plans Include clawback provisions in our incentive grants (see Clawback Policies on page 63) Maintain robust stock ownership guidelines for Named Executives Prohibit officers from hedging their exposure to Ford common stock and limit officers’ pledging of Ford common stock (see Risk Assessment Regarding Compensation Policies and Practices on pages 14-15) Condition grants of long-term incentive awards on non-compete and non-disclosure restrictions Mitigate undue risk-taking in compensation programs Retain a fully independent external compensation consultant whose independence is reviewed annually by the Compensation, Talent and Culture Committee (see Compensation, Talent and Culture Committee Operations on pages 15-16) Include a double-trigger change in control provision for equity grants				Provide evergreen employment contracts Guarantee increases to base salaries Provide incentives that encourage unnecessary risk-taking Reprice options Pay out dividend equivalents on equity awards during vesting periods or performance periods Provide excessive perquisites

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ELEMENTS OF EXECUTIVE COMPENSATION

Executive Officer Group Target Opportunity Mix

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About this filing

Proxy Summary​

Proxy Summary