John Lawler

About John Lawler

John T. Lawler is Vice Chair of Ford Motor Company; he served as Chief Financial Officer from October 2020 through February 6, 2025, when he transitioned to serve solely as Vice Chair. He is 58 years old as of February 1, 2025 . In 2024, Ford delivered record revenue of nearly $185 billion and EBIT of $10.2 billion; the company’s Annual Performance Bonus Plan business performance factor was 69%, reflecting quality challenges, and 2022–2024 PSU awards paid at 79% of target due to bottom-quartile rTSR versus the PSU peer group .

Past Roles

Organization	Role	Years	Strategic Impact
Ford Motor Company	Chief Financial Officer	Oct 2020 – Feb 6, 2025	Led balance sheet, cash and liquidity; advanced capital efficiencies; drove robust cash flow; modernized finance systems and controls .
Ford Motor Company	Vice Chair	Jun 3, 2024 – present	Elevated responsibilities; compensation changes to strengthen retention and alignment in connection with Vice Chair appointment .

External Roles

No external public-company directorships or committee roles are disclosed for Mr. Lawler in Ford’s 2024–2025 SEC filings .

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

Metric ($)	FY 2022	FY 2023	FY 2024
Salary	1,124,850	1,187,250	1,230,908
Stock Awards	6,535,903	5,407,923	5,491,870
Non-Equity Incentive Plan Compensation (AIP)	1,112,355	1,414,350	1,028,376
Change in Pension Value & Nonqualified Deferred Compensation Earnings	0	1,883,255	1,485,738
All Other Compensation	183,103	138,434	129,162
Total	8,956,211	10,031,212	9,366,054

2024 base salary reflected a 3.7% merit increase; in May 2024 his Vice Chair appointment did not change base salary .

2024 All Other Compensation detail:

Category	Amount ($)
Perquisites and Other Personal Benefits	42,499
Tax Reimbursements	22,195
Life Insurance Premiums	9,077
Company Contributions to Retirement and 401(k) Plans	15,525
Other	39,866
Total	129,162

Performance Compensation

AIP design and 2024 results:

Metrics: Company Adjusted EBIT Margin, Quality (Repairs/1,000 within first 90 days), Global Electric Vehicle Retail Volume, Connected Services Revenue .
Target as % of Salary (at Dec 31, 2024): 150% for John Lawler .
Business Performance Factor: 69% for 2024 (company-wide) .
Individual Performance Factor: 80% for John Lawler .
Actual AIP payout for 2024: $1,028,376 .

2024 AIP detail for John Lawler:

Metric	Target/Weighting	Target	Actual	Payout Mechanics	Vesting
Company Adjusted EBIT Margin	Weight not disclosed	Not disclosed	Company achieved EBIT $10.2B; margin below target	Business performance factor 69%; individual performance factor 80%	Cash bonus paid after year-end .
Quality (Repairs/1,000)	Weight not disclosed	Not disclosed	Challenges drove payout reduction	Included in 69% BPF	Cash bonus .
Global EV Retail Volume	Weight not disclosed	Not disclosed	Not separately disclosed	Included in 69% BPF	Cash bonus .
Connected Services Revenue	Weight not disclosed	Not disclosed	Not separately disclosed	Included in 69% BPF	Cash bonus .

2024 LTIP (PSUs/RSUs) target values:

LTIP Component	Target Value ($)
PSUs	2,592,000
RSUs	1,728,000
Total	4,320,000

2024 Grants of Plan-Based Awards (grant date March 4, 2024 unless noted):

Award Type	Grant Date	Target (#)	Maximum (#)	RSUs (#)	Grant Date Fair Value ($)
PSUs (2024–2026 rTSR)	3/4/2024	203,453	406,906	—	3,763,881
RSUs (3-year 33/33/34)	3/4/2024	—	—	135,635	1,727,990
AIP (cash)	2/23/2024 approval	Target $1,552,597	Max $3,105,194	—	—

2022 PSU results (performance period ended Dec 31, 2024):

Final awards certified at 79% of target due to -25% rTSR modifier (bottom quartile vs PSU peer group) and average financial metric results of 106% for 2022 and 2023 .

Stock awards vested and value realized in 2024:

Shares Vested (#)	Value Realized ($)
613,252	7,603,141

Equity Ownership & Alignment

Beneficial ownership (as of February 1, 2025):

Holding Type	Amount
Ford Common Stock	1,248,791 shares
Ford Common Stock Units	80 units (deferred/benefit equalization)

Outstanding equity at FY 2024 year-end:

Unvested RSUs (#)	Market Value ($)	Unearned PSUs (#)	Payout Value at Target ($)
290,704	2,877,970 (at $9.90)	590,342	5,844,386 (at $9.90)

Vesting schedules and options:

RSUs generally vest 33%-33%-34% over three years; Lawler also received an incremental RSU grant of 23,777 units vesting 33%-33%-34% (Nov 15, 2022 recognition of expanded responsibilities) .
Lawler had no stock options exercisable or outstanding as of February 1, 2025; Ford’s option vesting is normally one-third per year over three years, but Lawler shows “—” for options .

Ownership guidelines, pledging, hedging:

Executives must meet stock ownership guidelines within five years; all Named Executives were compliant as of December 31, 2024 .
Officers are prohibited from hedging and restricted from pledging shares; only excess shares above ownership guidelines may be pledged with approvals. No director or executive officer had pledged or hedged common stock as of the proxy disclosure .

Employment Terms

Potential payments upon termination or change in control (assumes event on Dec 31, 2024):

Benefit/Payment	Retirement Eligible ($)	Change in Control ($)	Death or Disability ($)
Base Salary	0	0	0
Incentive Bonus Plan	1,028,376	0	1,028,376
PSUs	0	4,497,287	0
RSUs	0	2,877,970	2,877,970
Stock Options	0	0	0
Evaluation Vehicles	15,693	0	0
Life Insurance/Death Benefit	0	0	3,744,003
Total	1,044,069	7,375,257	7,680,349

Change-in-control treatment:

Equity awards have double-trigger provisions: accelerated vesting requires termination or reduction in responsibilities upon change in control; RSUs and options have additional six-month-from-grant rules; RSUs subject to clawback and forfeiture for non-compete violations .

Policies and clawbacks:

Ford includes clawback provisions in incentive grants; officers are prohibited from hedging and subject to pledging limits; LTIP awards conditioned on non-compete and non-disclosure restrictions .

Vice Chair compensation adjustments (May 2024):

Lawler’s annual bonus target increased to 150% of salary; RSU target increased from $4,000,000 to $6,500,000; DB-SERP contribution increased from 0.8% to 0.9%; use of company aircraft authorized per policy .

Investment Implications

Pay-for-performance alignment: Over 80% of Named Executives’ target total direct compensation is variable, with AIP metrics tied to quality, EV volume, and connected services revenue, and PSUs 100% rTSR—this structure creates sensitivity of realized pay to execution on Ford+ priorities .
Retention and equity supply: Lawler’s RSU target was increased with his Vice Chair appointment, and he realized vesting of ~613k shares ($7.6M) in 2024, signaling ongoing equity retention incentives and potential periodic supply from vesting/withholding rather than option exercises (he holds no options) .
TSR and incentive risk: 2022 PSU payouts at 79% reflect bottom-quartile rTSR versus peers; continued underperformance on rTSR can suppress PSU realizations despite solid EBIT/cash generation, moderating insider selling pressure from performance shares .
Governance safeguards: Robust ownership guidelines (compliant), anti-hedging and limited pledging, double-trigger CIC, and clawbacks reduce misalignment and governance risk—supportive for investor confidence in compensation discipline .
Termination/CIC economics: Lawler’s CIC scenario is predominantly equity-related ($7.38M total, driven by PSU/RSU acceleration), with no guaranteed salary severance—limiting cash parachute risk while preserving retention through equity .