Jennifer Waldo

About Jennifer Waldo

Jennifer Waldo is Ford’s Chief People and Employee Experience Officer, a role she has held since May 2022; she was 48 as of February 1, 2025 . Prior to Ford, she served as Vice President, People Business Partners at Apple (2019–2022) and Chief Human Resources Officer at GE Digital (2015–2019) . Company performance during her tenure: Ford delivered record 2024 revenue of $185 billion (+5% YoY), continued cost reductions, and progressed Ford+ transformation; Pay vs Performance shows TSR index values of 132 (2022), 153 (2023), and 133 (2024), with adjusted EBIT margin of 6.6% (2022), 5.9% (2023), and 5.5% (2024) .

Past Roles

External Roles

Skip – no public company board or external governance roles disclosed in filings for Waldo .

Fixed Compensation

• Waldo is an executive officer but not a Named Executive Officer (NEO) in the proxy’s Summary Compensation Table, so specific base salary/bonus amounts are not disclosed in the DEF 14A .
• Compensation for executive officers is set and overseen by Ford’s Compensation, Talent and Culture Committee; programs emphasize pay-for-performance, governance, clawbacks, stock ownership guidelines, and double-trigger change-in-control on equity .

Performance Compensation

• Long-Term Incentive design for officers: RSUs vest ratably over three years; PSUs have a three-year performance period and measure performance against relative Total Shareholder Return (rTSR) with capped payouts and clawback provisions .
• Annual bonus programs incorporate financial and non-financial metrics (e.g., adjusted EBIT margin, free cash flow/cash conversion, quality), with negative discretion and capped payouts; specific metric weightings/payouts are disclosed for NEOs but not for Waldo .

Equity Ownership & Alignment

• Section 16(a) compliance note: Ford omitted a May 15, 2024 RSU grant from Waldo’s Form 4 filed May 17, 2024; an amended Form 4 was filed February 19, 2025 .
• Stock ownership guidelines apply to Vice Presidents and above; executives have 5 years to meet guidelines. Qualifying ownership includes common shares, RSUs, and stock units (excluding options and unearned PSUs). Executives may not sell below the guideline threshold .
• Hedging and pledging: Officers are prohibited from hedging; pledging is prohibited in margin accounts and otherwise requires CEO and General Counsel approval and must be above guideline levels .
• As of February 1, 2025, no director or executive officer had pledged shares or hedged exposure to common stock .
• Beneficial ownership: No director or executive officer (including NEOs) beneficially owned more than 0.14% of Ford’s total outstanding common stock as of February 1, 2025. Individual executive officer ownership breakdowns for Waldo are not tabulated in the proxy .

Employment Terms

• Appointment and tenure: Chief People and Employee Experience Officer since May 2022 .
• LTI grants: Annual equity grants typically effective in March, post-earnings; RSUs/PSUs granted under LTIP with described vesting and performance terms .
• Change-in-control: Equity grants include double-trigger change-in-control provisions .
• Clawback policies: Incentive grants include clawbacks; Ford maintains robust clawback policies as part of compensation governance .
• Non-compete/NDAs: Long-term incentive awards are conditioned on non-compete and non-disclosure restrictions .
• Hedging/pledging and ownership guidelines: See alignment section above .

Performance & Track Record

Company performance during Waldo’s tenure (FY 2022–FY 2024):

Context highlights (FY 2024): record revenue of $185 billion (+5% YoY), cost reductions of ~$500 million 2H24, growth in paid software subscriptions, and strong Ford Pro EBIT contribution .

Compensation Committee Analysis

• The Compensation, Talent and Culture Committee (independent directors) sets executive compensation, engages an independent consultant (Semler Brossy), and employs negative discretion and risk mitigation in design .
• Governance features include pay-for-performance, robust stock ownership guidelines, clawbacks, double-trigger change-in-control on equity, and prohibitions on hedging/pledging (with narrow exceptions under approval) .

Compensation Peer Group (Benchmarking)

• Ford uses a broad peer set (84 companies as of December 2024) via the WTW Executive Compensation Database, with selection criteria ensuring relevance and stability; additional companies retained for pertinent roles include 3M, GE Aerospace, Honeywell, Northrop Grumman, and General Dynamics .

Say-on-Pay & Shareholder Feedback

• Ford reports consistent shareholder support for compensation practices and active investor engagement around compensation evolution and governance during 2024 .

Risk Indicators & Red Flags

• Section 16(a) Form 4 amendment: RSU grant for Waldo on May 15, 2024 was omitted in the May 17, 2024 filing; amended on February 19, 2025 (administrative oversight, subsequently corrected) .
• Hedging/pledging: Prohibited for officers, with strict limits on any pledging; as of February 1, 2025, no director or executive officer had pledged or hedged holdings .
• Compensation risk assessment: Annual review concluded programs appropriately balance risk and reward; capped payouts and diversified metrics reduce excessive risk-taking .

About Ownership Guidelines and Compliance

• Executives have five years to meet ownership guidelines; all forms of stock ownership except options and unearned PSUs count. Named Executives were compliant as of December 31, 2024; Waldo’s individual compliance status is not disclosed .

Investment Implications

• Alignment: Policies prohibit hedging/pledging and require meaningful stock ownership, which supports alignment between executives and shareholders; RSU/PSU structures emphasize multi-year performance and rTSR .
• Retention/vesting dynamics: RSUs vest ratably over three years and PSUs on a three-year cycle, creating a steady retention cadence; Waldo’s documented RSU activity indicates participation in standard officer LTI programs .
• Disclosure gap: Waldo is not an NEO; absence of individual salary/bonus/equity grant detail limits direct pay-for-performance analysis, increasing reliance on governance and company-level performance signals .
• Company performance backdrop: 2024 revenue growth and Ford Pro profitability underpin the bonus/PSU frameworks; however, adjusted EBIT margin moderated in 2023–2024, which can temper incentive outcomes for officers tied to these metrics .