Adriana Cisneros

About Adriana Cisneros

Adriana Cisneros (age 45) is an independent director of Ford Motor Company, appointed July 11, 2024; she serves on the Nominating & Governance and Sustainability, Innovation & Policy committees. She is CEO of Cisneros Group and brings global expertise in media, digital advertising, real estate, and social leadership; she holds a BA from Columbia University, an MA in Journalism from NYU, completed Harvard Business School’s Program for Leadership Development, and is a Henry Crown Fellow .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cisneros Group	Chief Executive Officer	2013–present	Led transformation toward innovation and digital strategy; global operations across media, digital advertising solutions, real estate, social leadership
Cisneros Group	Vice Chairman; Director of Strategy	Prior to 2013	Strategic leadership and modernization of family-led enterprise

External Roles

Organization	Role	Tenure	Notes
Mattel, Inc.	Director	Current	Public company board
AST SpaceMobile, Inc.	Director	Current	Public company board
Paley Center for Media	Director	Current	Nonprofit board
Knight Foundation	Trustee	Current	Philanthropic governance
Museum of Modern Art (NYC)	Latin American Acquisitions Committee (involved)	Current	Arts engagement

Board Governance

Committee assignments: Nominating & Governance; Sustainability, Innovation & Policy .
Independence: Board determined Cisneros is independent, including meeting heightened SEC audit committee independence and NYSE compensation committee independence standards; Ford’s independent committees are fully independent and 67% of nominees are independent .
Attendance: All incumbent nominees attended at least 75% of combined Board and committee meetings during periods served in 2024; Board met 8 times; Nominating & Governance met 5; Sustainability, Innovation & Policy met 4 .
Engagement: Independent directors meet regularly in executive session without management; mandatory director term limits (15 years for independent directors since 2019) and retirement age of 72 support refreshment .

Fixed Compensation

Component (2024)	Amount ($)
Cash Fees	— (elected to receive 100% in RSUs; pro-rated July 11–Dec 31)
Stock Awards (RSUs) – Grant Date Fair Value	157,495
Perquisites/Evaluation Vehicles	2,819
Tax Reimbursement	700
Life Insurance Premiums	— (not disclosed for Cisneros line)
Total	161,015

Additional structure:

Annual Board membership fee: $315,000; Lead Independent Director fee $50,000; Audit Chair $30,000; Compensation Chair $25,000; other Chairs $20,000 .
Perquisites include evaluation vehicles, occasional gifts, and optional company-provided healthcare insurance for directors (some elected; cost reflected in perquisites) .

Performance Compensation

Ford does not tie non-employee director compensation to financial performance metrics; director RSUs are structured to enhance alignment and governance.

Plan Feature	Disclosed Terms
Mandatory equity portion	~68% of annual Board fee paid in RSUs; directors may elect additional fees in RSUs
Vesting	RSUs vest immediately upon grant
Settlement choices	Settle into common stock immediately, at earlier of 5 years/separation, or upon separation
Disposal restriction	Mandatory RSU portion cannot be sold/hedged/pledged until after separation from Board
Dividend treatment	Dividend equivalents paid in additional RSUs if not settled; reinvestment required on settled shares until separation
Hedging/Pledging	Prohibited under director stock plans
Ownership guidelines	No minimum share ownership requirement due to mandatory RSU deferral and disposal restrictions

Other Directorships & Interlocks

Company	Relationship to Ford	Potential Interlock/Conflict
Mattel, Inc.	Unrelated consumer products	No Ford-related transactions disclosed; Board deemed independent
AST SpaceMobile, Inc.	Satellite communications	No Ford-related transactions disclosed; Board deemed independent

Ford’s independence standards prohibit material relationships and interlocking compensation committee relationships; Board disclosed relevant relationships and affirmed independence for Cisneros .

Expertise & Qualifications

Current/Former CEO; global operations leadership; marketing and digital transformation experience; international and sustainability exposure per Ford’s matrix and biography .
Education and leadership development: BA Columbia; MA NYU; HBS Program for Leadership Development; Henry Crown Fellow .

Equity Ownership

Metric (as of Feb 1, 2025)	Amount
Ford Common Stock (incl. RSUs counted in column)	14,369
Ford Common Stock Units (deferred comp)	—
Pledged/Hedged	None; prohibited under plans

No director or executive officer had pledged shares; directors are prohibited from hedging exposure to common stock under the 2024 Non-Employee Director Stock Plan .
No director beneficially owned more than 0.14% of Ford’s outstanding common stock; Cisneros’ holdings are well below that level .

Governance Assessment

Alignment: Cisneros elected to take 100% of her pro-rated 2024 director fees in RSUs, increasing equity alignment beyond the mandatory 68% and subject to disposal restrictions until separation .
Independence and workload: Board explicitly determined her independence; Ford limits outside board service and maintains robust committee charters and self-evaluations; she serves on two external public boards, consistent with overboarding limits disclosed by Ford (policy in place) .
Engagement: Committee membership in Nominating & Governance and Sustainability indicates focus on board composition, governance principles, and ESG integration; attendance threshold met for 2024 tenure .
Conflicts/Related Parties: No related person transactions disclosed involving Cisneros; Board’s related person transaction policy requires prior review and recusal; 2024 disclosures highlight other relationships but none tied to Cisneros .
Red flags: None observed specific to Cisneros—no pledging/hedging; compensation structure is standard for Ford directors; no disclosed legal proceedings or SEC issues; independence affirmed .