Bill Ford

About Bill Ford

William Clay Ford, Jr. (“Bill Ford”) is Executive Chair and Chair of the Board at Ford Motor Company, age 67, a director since 1988; he served as CEO from Oct 2001–Sep 2006 and has been Executive Chair since Sep 2006 . Ford’s tenure has coincided with the Ford+ transformation, delivering record 2024 revenue of $185 billion (+5% YoY), while management acknowledges shortfalls versus Adjusted EBIT Margin targets and ongoing quality/cost priorities . Company pay-versus-performance data show 2024 cumulative TSR index value of 133 (initial $100 basis), Net Income of $5,879 million, and Company Adjusted EBIT Margin of 5.5% .

Past Roles

Organization	Role	Years	Strategic Impact
Ford Motor Company	President & Chief Executive Officer	2001–2006	Led company through early 2000s downturn; positioned for subsequent transformation initiatives .
Ford Motor Company	Executive Chair; Chair of the Board (Finance Committee Chair)	2006–present; Chair since 1999; Director since 1988	Stewarded Ford+ plan, sustainability advocacy, stakeholder engagement; provides long-term perspective; Finance Chair since 2007 (also 1995–2001) .

External Roles

Organization	Role	Years	Strategic Impact
Detroit Lions, Inc.	Vice Chair	Ongoing	Sports brand affiliation; related-party naming/rights agreements at Ford Field .
The Henry Ford	Board of Trustees (Member)	Ongoing	Cultural stewardship and community ties .
Business Leaders for Michigan	Board Member	Ongoing	Regional economic leadership and policy engagement .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$1,700,000	$1,700,000	$1,700,000
Target Annual Bonus ($)	$1,000,000 (unchanged practice)	$1,000,000 (unchanged practice)	$1,000,000; equals 59% of salary
Actual Annual Bonus Paid ($)	$810,000	$705,600	$476,100
All Other Compensation ($)	$1,944,794	$2,203,425	$2,109,523

Notes: 2024 perquisites included $519,845 personal aircraft use and $1,394,538 for security; tax reimbursements and contributions also disclosed .

Performance Compensation

Annual Performance Bonus (2024):
- Company business performance factor: 69% (driven by quality metric challenges) .
- Bill Ford Individual Performance Factor: 69% .
- Resulting payout: $476,100 vs $1,000,000 target, consistent with scale and IPF .
Long-Term Incentive (structure and outcomes):
- 2024 LTIP target: PSUs $7,596,000; RSUs $5,064,000; Total $12,660,000 (allocation 60% PSUs / 40% RSUs) .
- PSU metric: 100% three-year relative TSR vs 2024 PSU TSR peer group (global OEMs incl. BMW, Toyota, Tesla, VW, etc.) .
- PSU vesting/results: 3-year performance; 2022 PSU cycle certified at 79% of target (financials plus rTSR modifier) .
- RSU vesting: generally 33%/33%/34% over three years (continued vesting on retirement, death/disability provisions; see footnotes) .

2024 Incentive Design Summary

Incentive	Metric(s)	Weighting	Period	Target/Payout Mechanics
Annual Bonus	Adjusted EBIT Margin; Quality (Repairs/1,000 first 90 days); Global EV Retail Volume; Connected Services Revenue	Not disclosed	2024	Scaled with max 200% of target; business factor 69% for 2024; executive IPFs applied .
PSUs (2024 grant)	3-year rTSR vs OEM peer set	100%	2024–2026	Payout 0–200% at end of cycle; Monte Carlo valuation applied; peer list disclosed .

Equity Ownership & Alignment

Ownership Detail (as of Feb 1, 2025 unless noted)	Amount
Common Stock owned (beneficial)	3,296,619 shares
Common Stock Units (deferred/cash-settled)	306,819 units
Class B Stock owned	18,608,350 shares (26.26% of Class B outstanding)
Options exercisable (Ford common)	1,408,367 options @ $6.19; exp. 07/05/2030
Unvested RSUs (12/31/2024)	760,823 units; MV $7,532,148 @ $9.90
Unearned PSUs outstanding (12/31/2024)	1,614,947 target units; MV $15,987,975 @ $9.90
Ownership as % of total common outstanding (individuals)	No director/officer >0.14% of common outstanding

Additional alignment safeguards:

Hedging prohibited for officers; pledging limited and only above ownership guidelines with prior approvals; no pledges reported for directors/executives as of Feb 1, 2025 .
Stock ownership guidelines in place; all Named Executives compliant at 12/31/2024 .

Family voting and control context:

Class B Voting Trust holds 70,778,212 shares (99.90% of Class B); trustees include Bill Ford; trustees vote as directed by plurality .

Employment Terms

Topic	Key Terms
Plan terms (equity)	Double-trigger change-in-control for equity since 2016 (termination or duty reduction required for acceleration) .
RSU/PSU treatment	If ≥6 months from grant, RSUs continue vesting upon retirement; immediate vesting on death/disability; PSUs pay final award at period end (100% of final award for retirement/death/disability) .
Potential Payments (as of 12/31/2024)	Under CIC: PSUs $12,279,502; RSUs $7,532,148; Total $19,811,650; Death/Disability total $13,173,632 incl. life insurance/death benefit $5,165,385 .
Pensions/Deferred Comp	Present value of DB plans: GRP $1,546,069; DB SERP $5,975,398; BEP-GRP $11,651,210 (35-year service cap reached); no ESAP value shown; Deferred comp aggregate balance $1,093,345 (Registrant contrib. $60,975; 2024 earnings -$161,214) .
Perquisites	Required private aircraft usage (business/personal) and personal security for Executive Chair; 2024 perqs noted above .

Note: CEO-specific severance/change-in-control terms do not apply to Bill Ford; amounts above reflect plan-based equity and benefits (CEO reference provided for context).

Board Governance

Roles: Executive Chair & Chair of the Board; Finance Committee Chair; Sustainability, Innovation & Policy Committee member .
Independence: Not independent; Lead Independent Director (John L. Thornton) mitigates dual-role governance risks with defined duties (chairs independent sessions, advises on committee chairs, works with CEO/Executive Chair) .
Structure: Separate Chair and CEO roles; independent Audit, Compensation, and Nominating committees; 67% of director nominees independent; 2024 meetings—Board: 8; Audit: 10; Compensation: 7; Finance: 4; Nominating: 5; Sustainability: 4 .
Director fees: Employee-directors (incl. Bill Ford) receive no separate board compensation .

Director Compensation (context)

Non-employee directors mandatorily defer ~68% of annual fees into RSUs; settlement restrictions and reinvested dividends apply until separation. Employee-directors (incl. Bill Ford) do not receive these fees; however, 4,665 legacy deferred units are noted from prior non-employee service .

Related Party Transactions (Governance Risk Review)

Detroit Lions/Ford Field: Original 2002 naming rights $50 million; in Mar 2025, Ford agreed to pay $2 million annually for final two years (plus potential $750,000), add vehicles/discounts; also signed a new 10-year Rights Agreement averaging $12.7 million per year for 2027–2037 with expanded branding and benefits. Bill Ford and descendants own minority equity in the Lions; Bill is a director/officer of the Lions .
Fontinalis Capital Partners II (VC fund): Ford invested ~$9.99 million (approved up to $10 million); Bill Ford owns 7.6% interest in the fund .
Family employment: Company employed Bill Ford’s sons William C. Ford III (comp ~$237,789) and Nicholas Ford (comp ~$138,400) in 2024; Company provides limited technology/security/event assistance to Ford family consistent with policies .

Compensation Structure Analysis

Mix and risk: Heavy at-risk pay via PSUs/RSUs and performance-linked bonus; PSUs 100% tied to 3-year rTSR since 2023 (transparent alignment with shareholder outcomes) .
Annual bonus metrics shifted toward quality, EV volume, and connected services—key Ford+ levers; 2024 business factor at 69% indicates below-target performance discipline .
2022 PSU payout at 79% reflects moderated multi-year performance and bottom-quartile TSR modifier in that cycle .
Governance safeguards: Clawbacks (SEC-compliant restatement policy; misconduct policy), hedging prohibition, pledging limitations, and ownership guidelines .
Consultant independence: Semler Brossy engaged by the Compensation Committee; no conflicts found .
Peer benchmarking: Committee uses WTW survey at ~60th percentile for broad competitiveness given Ford’s scale/complexity .

Equity Ownership & Trading Pressure (Vesting/Supply)

Near-term supply dynamics:
- RSUs vest ratably over three years; as of 12/31/2024, 760,823 RSUs unvested for Bill Ford .
- PSUs are performance-contingent (3-year rTSR). 1,614,947 target PSUs outstanding for Bill Ford as of 12/31/2024 (value contingent on performance) .
- Options outstanding (exercisable 1,408,367 @ $6.19, expiring 2030) add potential liquidity but no new option grants since 2020 .
Policy constraints reduce near-term forced selling: hedging prohibited; pledging limited; compliance with ownership guidelines reported .

Say‑on‑Pay & Shareholder Feedback

Company indicates compensation practices have been “consistently supported” by shareholders; 2024 investor engagement suggested general satisfaction with program evolution during transformation .

Compensation Committee & Peer Group

Committee (independent): Lynn Vojvodich Radakovich (Chair), John C. May, John L. Thornton, John S. Weinberg .
PSU TSR peer group (2024 grant): global auto manufacturers (e.g., BMW, Toyota, Tesla, VW, GM, Hyundai, Kia, etc.). Payout 0–200% based on relative TSR .

Investment Implications

Alignment signals: 100% rTSR PSUs and below-target cash bonus outcomes (69% business factor) reinforce pay-for-performance discipline, which is constructive for governance-sensitive investors .
Retention and selling pressure: Significant unvested RSUs/PSUs and long-dated options suggest continued alignment and moderate selling pressure under policy constraints; absence of hedging/pledging reduces adverse signaling risk .
Governance trade-offs: Dual role as Executive Chair and Chair of Finance Committee is offset by a defined Lead Independent Director role and independent key committees; nonetheless, family control via Class B and related-party arrangements (Lions, Fontinalis) warrant ongoing oversight .
Execution risk: Management acknowledges quality/cost headwinds and Adjusted EBIT Margin shortfall; bonus outcomes reflect this, while Ford+ progress (record revenue, Pro software growth) underpins long-term incentives tied to shareholder returns .

Appendix: Selected Detailed Tables

Summary Compensation (Bill Ford)

Metric	2022	2023	2024
Salary ($)	$1,700,000	$1,700,000	$1,700,000
Stock Awards ($)	$12,847,472	$15,848,199	$16,094,289
Non‑Equity Incentive ($)	$810,000	$705,600	$476,100
Change in Pension Value ($)	$0 (negative change per proxy rules)	$155,876	$0 (negative change per proxy rules)
All Other Compensation ($)	$1,944,794	$2,203,425	$2,109,523
Total ($)	$17,302,266	$20,613,100	$20,379,912

2024 Grants and Outstanding Awards (Bill Ford)

Item	Quantity	Terms/Value
2024 PSUs (Target #)	596,232	3-year rTSR vs OEM peers; grant-date FV $11,030,292 .
2024 RSUs (#)	397,488	Vests 33%/33%/34%; grant-date FV $5,063,997 .
Unvested RSUs (12/31/2024)	760,823	MV $7,532,148 @ $9.90 .
Unearned PSUs (12/31/2024)	1,614,947	MV $15,987,975 @ $9.90 .
Options (exercisable)	1,408,367	Exercise $6.19; expire 07/05/2030 .

Beneficial Ownership (Bill Ford)

Security	Amount	%
Common Stock	3,296,619	<0.14% (no individual >0.14%)
Common Stock Units	306,819	—
Class B Stock	18,608,350	26.26% of Class B

No hedging; pledging restricted; no director/executive pledges of common stock as of Feb 1, 2025 .

Termination/CIC Illustrative Values (Bill Ford, as of 12/31/2024)

Scenario	Components	Amount ($)
Change in Control (double-trigger)	PSUs $12,279,502; RSUs $7,532,148	$19,811,650
Death/Disability	Life Insurance/Death Benefit $5,165,385; RSUs $7,532,148	$13,173,632
Retirement Eligible	Annual Bonus $476,100; Evaluation Vehicles $13,152	$489,252

Related Party Transactions (Selected)

Transaction	Key Terms	2024/2025 Disclosure
Ford Field (Detroit Lions)	Original $50M naming rights; Mar 2025 amendment adds $2M/yr for 2 years (plus potential $750k), vehicles/discounts; New 10-year Rights Agreement 2027–2037 avg $12.7M/yr	Bill Ford a minority owner, director/officer of Lions .
Fontinalis Capital Partners II	Ford invested ~$9.99M (as of Jan 1, 2025)	Bill Ford 7.6% interest .

This report focuses on disclosed data in Ford’s 2025 Proxy Statement (DEF 14A).