Doug Field

About Doug Field

Doug Field is Ford’s Chief EV, Digital, and Design Officer (since October 2023) and age 59 as of February 1, 2025; prior roles include Vice President, Special Projects Group at Apple (2018–2021) and Senior Vice President of Engineering at Tesla (2013–2018) . Under Ford+, 2024 revenue reached a record $185 billion (+5% YoY) while EBIT was $10.2 billion (down ~2% YoY), reflecting progress and quality/cost challenges that flowed through executive incentive outcomes (annual bonus business performance factor of 69%) . Long-term incentives emphasize relative TSR (100% weighting for 2024 PSU grants), and the 2022 PSU cycle paid at 79% of target due to a -25% TSR modifier (bottom quartile vs peers) despite solid financial metric performance, underscoring pay-for-performance linkage . Within Ford, Field’s 2024 snapshot highlights milestones on the EV “Skunkworks” program and digital initiatives (Tesla Supercharging enablement, Google Automotive infotainment, BlueCruise advances) alongside shortfalls on EV portfolio profitability and software/electronics quality objectives .

Past Roles

Fixed Compensation

Additional benefits and retirement:

• Pension accruals from prior Ford service: GRP present value $67,676 and BEP‑GRP $40,268 at year-end 2024 (4.3 years credited service); changes in 2023–2024 reflect compensation, time passage, and discount-rate movements .
• Company contributions to nonqualified plans (e.g., DC SERP and SSIP-Company Match) included in “All Other Compensation” (Field: $167,331 in 2024; $214,648 in 2023; $136,272 in 2022) .

Performance Compensation

Annual Performance Bonus (2024 design and outcome)

• Plan metrics: Company Adjusted EBIT Margin; Quality (Repairs/1,000 in first 90 days); Global EV Retail Volume; Connected Services Revenue .
• Business Performance Factor: 69% (driven largely by quality metric challenges); Field’s individual performance factor: 69% .

Long-Term Incentive Plan (LTIP)

• 2024 LTIP target mix (Field): PSUs $5,280,000; RSUs $3,520,000; Total $8,800,000 .
• PSU structure: 3-year performance; 100% weight on relative TSR vs an auto OEM/EV peer set; payout range 0–200% of target .
• 2022 PSU cycle (performance period ended 12/31/2024): certified at 79% of target (financial metrics averaged 106% for 2022–2023; -25% TSR modifier for bottom quartile TSR relative to peer group) .

Vesting schedules and notable awards:

• Annual RSUs (2022–2024) generally vest 33%-33%-34% over three years .
• Offer letter “make‑whole” RSU award on November 15, 2024: 302,114 units, vesting 33% immediately, 33% one year from grant, and 34% two years from grant; number of RSUs set by dividing $6,000,000 by the $19.86 closing price on 11/15/2021; grant‑date fair value at 11/15/2024 closing price ($11.01) was $3,326,275 (no adjustments despite lower price) .

Equity Ownership & Alignment

Additional alignment factors:

• Stock ownership guidelines: Vice Presidents and above must meet share ownership requirements within five years; all Named Executives compliant as of Dec 31, 2024 .
• Hedging/pledging: Hedging prohibited; pledging permitted only for shares exceeding guidelines and with prior CEO/OGC approval; proxy states no director or executive officer had pledged shares as of the reporting date .
• No stock options currently held by Field (reduces leverage to near-term volatility vs RSU/PSU mix) .

Employment Terms

• Start date and role: Offer accepted August 26, 2021; anticipated start September 7, 2021; initial role Chief Officer, Advanced Technology and Embedded Systems .
• At‑will employment; original compensation terms included $500,000 base salary, $500,000 signing bonus, and special time‑vested RSU awards scheduled for 11/15/2021 ($10M), 11/15/2022 ($8M), 11/15/2023 ($6M), and 11/15/2024 ($6M), each vesting 33% immediately, 33% at one year, 34% at two years, subject to employment on grant date and LTIP rules .
• Severance (outside CoC): If terminated by Ford other than “for cause,” one year of base salary; time‑based RSUs and PSUs that are scheduled to vest within the 12 months post‑termination continue to vest; others forfeit; payment conditioned on a release; non‑compete remains in effect; no duplicative severance if CoC benefits apply (greater benefit prevails, item‑by‑item) .
• Change‑of‑control and Good Reason: “Good reason” protections during a two‑year protected period include base salary reduction, failure to pay accrued comp, diminishment of bonus/LTI targets below 80% of pre‑CoC level, material diminution of responsibilities, or failure of successor to assume obligations; anti‑duplication of payments applies . Equity awards carry double‑trigger change‑in‑control protection per company policy .
• LTIP post‑termination non‑competition/consultation: Continued vesting contingent on refraining from competitive activity and cooperating with Ford post‑employment; violations lead to forfeiture; inimical conduct also causes cessation of rights .
• Clawbacks: Executive incentive grants include recoupment provisions consistent with SEC rules and Ford policy .

Investment Implications

• Pay-for-performance is intact: 2024 bonus funding at 69% and 2022 PSU payout at 79% reflect alignment with quality, margin, and TSR outcomes; 2024 PSUs are 100% rTSR, increasing sensitivity to shareholder returns over 2024–2026 .
• Retention risk appears contained near term: Significant unvested RSUs/PSUs (RSUs 823k units; PSUs 1.103M units at 12/31/24) plus scheduled “make‑whole” RSU vesting on 11/15/2025 and 11/15/2026 create meaningful value-at-risk if departing, supporting retention .
• Potential selling pressure windows: Large scheduled vests (e.g., 2024 make‑whole RSUs 33% at grant; 33% on 11/15/2025; 34% on 11/15/2026) could create windows for liquidity, though ownership guidelines and pledging limits constrain disposals below required levels .
• Governance protections: Hedging prohibition, restricted pledging, double‑trigger CoC equity, and clawbacks reduce misalignment and risk-taking incentives; severance economics (one year base salary) are moderate and not egregious .
• Execution focus areas: Field’s remit spans EV programs and digital; 2024 commentary cites EV cost/profitability gaps and software/electronics quality misses alongside progress on charging and infotainment—key watch items for forward incentive outcomes and Ford+ margin trajectory .

Supporting Detail

Summary Compensation (Field)

Outstanding and Unvested Equity (Field)

Beneficial Ownership (Field)

Notes:

• At 12/31/2024, no director or executive officer had pledged Ford common stock; officers are prohibited from hedging, and may only pledge shares exceeding ownership guidelines with prior approvals .
• All Named Executives were compliant with stock ownership guidelines at 12/31/2024 .