Beth Mooney

About Beth Mooney

Beth E. Mooney (age 70) is an independent director of Ford Motor Company, serving on the Board since 2019. She is a member of the Audit Committee and the Nominating and Governance Committee, and currently serves on the AT&T Inc. board (former director at Accenture plc and KeyCorp). The Board affirmed her independence under NYSE and SEC standards, including heightened audit and compensation committee standards; she attended at least 75% of combined Board and committee meetings in 2024. As of February 1, 2025, she beneficially owned 141,518 shares of Ford common stock.

Past Roles

Organization	Role	Tenure	Committees/Impact
KeyCorp	Chairman & Chief Executive Officer	May 2011 – May 2020	Led large financial institution; deep risk management and executive experience
KeyCorp	Vice Chair, Key Community Bank; Director (KeyCorp board)	Joined Apr 2006; director elected 2010	Banking operations and governance experience
AmSouth Bancorporation (now Regions Financial)	Chief Financial Officer	2004 – Apr 2006	Finance leadership and controls
AmSouth Bancorporation	Senior Executive Vice President	2000 – 2004	Executive oversight across banking functions
Bank One Corp.; Citicorp Real Estate, Inc.; Hall Financial Group; Republic Bank of Texas/First Republic	Senior positions	Not disclosed	Broad banking, credit and real estate experience

External Roles

Organization	Role	Tenure/Notes
AT&T Inc.	Director	Current
Accenture plc	Director	Former, within past 5 years
KeyCorp	Director	Former, within past 5 years
The Cleveland Clinic	Chair of Board of Directors	Current
Brookings Institute	Trustee	Current
The Business Council	Member	Current
Musical Arts Association (The Cleveland Orchestra)	Trustee	Current
Greater Cleveland Partnership	Past Chair	Former

Board Governance

Item	Details
Committees (Membership)	Audit; Nominating & Governance
Committee Chairs (for Mooney)	None (Audit Chair: John B. Veihmeyer; N&G Chair: William E. Kennard)
Independence Status	Board determined Mooney is independent; meets heightened SEC audit and NYSE compensation standards
Attendance	Each incumbent nominee (including Mooney) attended ≥75% of combined Board and committee meetings in 2024
Board/Committee Meetings 2024	Board: 8; Audit: 10; Compensation, Talent & Culture: 7; Finance: 4; Nominating & Governance: 5; Sustainability, Innovation & Policy: 4
Lead Independent Director	John L. Thornton; independent directors meet regularly without management
Term/Retirement Policy	Mandatory retirement age 72; 15-year term limits for independent directors appointed after 2019

Fixed Compensation

Component (2024)	Amount (USD)
Fees Earned or Paid in Cash	$100,000
Stock Awards (RSUs, grant-date fair value)	$214,991
Perquisites/Evaluation Vehicles	$17,327
Tax Reimbursement	$10,031
Life Insurance Premiums	$66
All Other Compensation	$27,424
Total	$342,415

Director fee structure and equity deferral:

Annual Board membership fee: $315,000; Lead Independent Director: $50,000; Audit Chair: $30,000; Compensation Chair: $25,000; other committee chairs: $20,000 .
Approximately 68% of annual director fees are mandatorily deferred into RSUs under the 2024 Stock Plan for Non-Employee Directors; RSUs vest immediately, with settlement timing choices; mandatory RSUs (and shares upon settlement) cannot be sold, hedged, or pledged until separation from the Board .

Performance Compensation

Item	Details
Director Equity Structure	Annual grants are RSUs (not performance-conditioned); mandatory RSU deferral aligns interests with shareholders
Company’s Executive Pay-for-Performance (context overseen by Board)	2024 Annual Bonus metrics: Adjusted EBIT Margin, Quality (Repairs/1,000 in first 90 days), Global EV Retail Volume, Connected Services Revenue
Long-Term Incentives (Executives)	PSUs pay out based on 3-year relative TSR vs automotive peer group; payout 0–200% of target

Note: Directors do not have performance-conditioned equity awards; alignment is achieved through mandatory RSU deferral and sale/hedge/pledge restrictions.

Other Directorships & Interlocks

Company	Role	Interlock/Notes
AT&T Inc.	Director (current)	AT&T board also includes Ford director William E. Kennard (network tie)
Accenture plc	Former Director	Within past five years
KeyCorp	Former Director	Within past five years

The Board considered commercial or charitable relationships with companies affiliated with certain directors (including Mooney) and determined none were material under independence standards.

Expertise & Qualifications

Former Fortune 500 bank CEO/CFO with deep finance, risk management, and executive leadership experience .
Audit committee experience; financial literacy requirements met at the committee level .
Significant external governance roles (Cleveland Clinic Chair; Brookings Trustee; Business Council member) indicate broad stakeholder oversight capabilities .

Equity Ownership

Metric	Value
Total Beneficial Ownership (Common Shares)	141,518 shares
RSUs credited under Director Plans (indicative balances)	123,675 units (2014 Plan); 17,843 units (2024 Plan)
Ownership as % of Outstanding Common Shares	No director or executive officer owned >0.14% (individuals)
Hedging/Pledging	Directors prohibited from hedging; pledging restricted; 2024 Plan prohibits hedging/pledging of plan shares; no director or executive officer had pledged or hedged common stock
Section 16 Compliance (2024)	Company believes all filing requirements for directors/executives were met in 2024 (one unrelated omission corrected via amendment)

Governance Assessment

Independence and Committee Fit: Mooney is independent and serves on Audit and Nominating & Governance—committees comprised solely of independent directors, reinforcing robust oversight of financial reporting and board composition.
Attendance & Engagement: She met the ≥75% attendance threshold amid an active meeting cadence (Board: 8; Audit: 10; N&G: 5), supporting engagement.
Compensation Alignment: Director pay emphasizes equity via mandatory RSU deferral (68%), with restrictions on sale/hedging/pledging until separation, enhancing shareholder alignment.
Potential Conflicts: The Board reviewed relationships with companies affiliated with certain directors (including Mooney) and determined they were not material; independence affirmed.
RED FLAGS: None identified specific to Mooney—no hedging/pledging, independence confirmed, attendance adequate, and no disclosed related-party transactions involving her.
Oversight Signals: The Audit Committee reviews internal controls, financial reporting, risk, cybersecurity, compliance and ethics; N&G oversees board composition, governance principles, and committee charters—roles consistent with Mooney’s expertise in finance and risk.