John May

About John May

John C. May, age 56, has served as an independent director of Ford Motor Company since 2021 and is Chairman & Chief Executive Officer of Deere & Company; at Ford he brings current CEO experience, manufacturing and finance expertise, and risk oversight credentials that map to Board needs . He is a member of Ford’s Compensation, Talent and Culture; Finance; and Nominating & Governance committees, and is deemed independent under NYSE and SEC rules, including compensation committee standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Deere & Company	Chairman & Chief Executive Officer	—	Current CEO; brings manufacturing, finance, risk and sustainability expertise relevant to Ford

External Roles

Company	Role	Committee Roles (if disclosed)	Notes
Deere & Company	Chairman & Chief Executive Officer; Board member	Not disclosed here	Current public company directorship; executive leader context relevant to governance

Board Governance

Committee memberships: Compensation, Talent and Culture; Finance; Nominating & Governance (not a committee chair) .
Independence: Determined independent by the Board under NYSE/SEC standards; also independent for compensation committee standards .
Attendance: Each incumbent director attended at least 75% of combined Board and committee meetings during 2024; Board met 8 times; committees met Audit: 10, Compensation: 7, Finance: 4, Nominating: 5, Sustainability: 4 .
Compensation committee operations: Uses independent consultant Semler Brossy; Committee assessed and disclosed no consultant conflicts; committee members (including May) had no interlocks or insider participation requiring disclosure in 2024 .

Fixed Compensation

Director compensation (2024):

Component	Amount ($)	Notes
Annual Board Membership Fee	$315,000	Program terms set by Board (effective since 2017)
Lead Independent Director Fee	$50,000	Not applicable to May (not Lead Independent Director)
Committee Chair Fees	Audit $30,000; Comp $25,000; Other $20,000	May is not a chair
2024 Fees Paid in Cash (John C. May)	—	Elected to take fees entirely in RSUs
2024 Stock Awards (John C. May)	$314,997	RSUs under 2024 Plan; RSUs vest immediately
2024 Perquisites (John C. May)	$13,089	Evaluation vehicle, gifts, healthcare premium cost
2024 Tax Reimbursement (John C. May)	$12,175	Reported as tax reimbursement
2024 Life Insurance Premiums (John C. May)	$264	Reported life insurance premium
2024 All Other Compensation (John C. May)	$25,528	Aggregate of “other” items per table
2024 Total (John C. May)	$340,525	Sum of components

Key structural elements:

Mandatory deferral: ~68% of annual director fees mandatorily paid in RSUs, aligning interests with shareholders; directors may elect to receive remaining fees in RSUs; RSUs vest immediately with settlement timing choices; mandatory RSU/shares cannot be sold, hedged, or pledged until after separation; dividend equivalents on unsettled RSUs accrue in additional RSUs; settled shares require dividend reinvestment until separation .

Performance Compensation

Performance-Linked Element	Status	Metric Details
Annual bonus	Not applicable to non-employee directors	—
PSUs or performance-based equity	Not used in non-employee director plan; RSUs vest immediately	No revenue/EBITDA/TSR metrics for director awards
Options	No option awards to non-employee directors in 2024 table	—

Other Directorships & Interlocks

Company	Relationship to Ford	Interlock/Transaction Disclosure
Deere & Company	May is Chairman & CEO	Board noted that Ford had transactions with companies where certain directors (including May) are officers; none were material under independence standards
Compensation Committee Interlocks	—	2024 committee (including May) had no interlocks or insider participation requiring disclosure

Expertise & Qualifications

Current/Former CEO; Manufacturing; Finance; Technology; International; Risk Management; Sustainability — competencies mapped to Ford’s skills matrix for May .

Equity Ownership

Holder	Ford Common Stock (shares)	Common Stock Units	Class B Stock (shares)	Hedge/Pledge Status
John C. May	86,288	—	—	No director/officer had pledged or hedged exposure to Ford common stock; director plans prohibit hedging/pledging of stock received under the plans
Ownership thresholds	—	—	—	No minimum share ownership requirement due to mandatory RSU deferral structure for directors
Context	No director/nominee individually >0.14% of Ford common stock outstanding as of Feb 1, 2025	—	—	—

Insider Trades

Recent Form 4 filings for John C. May (Ford):

Filing Date	Transaction Date	Type	Shares	Price	Reported Value
May 17, 2024	May 16, 2024	Grant (RSUs)	25,440	—	—
May 16, 2025	May 15, 2025	Grant (RSUs)	29,300	$10.75	$315,000

Note: Ford’s 2025 proxy confirms timely Section 16(a) compliance for directors in 2024 (with one unrelated officer amendment), supporting a clean compliance record for directors generally .

Governance Assessment

Alignment signals: May elected to receive 100% of fees in RSUs (no cash fees), and ~68% of director fees are mandatorily deferred into RSUs that cannot be sold, hedged, or pledged until separation, strengthening ownership alignment and long-term focus .
Independence and conflicts: Board explicitly reviewed commercial relationships with companies where directors (including May) are officers and concluded none were material under Ford’s independence standards; May remains independent under NYSE/SEC rules and compensation committee standards .
Engagement and effectiveness: Attendance at ≥75% of combined meetings and active service across three key committees suggests robust engagement; committee infrastructure, self-evaluations, and independent consultant support Board effectiveness .
RED FLAGS: None disclosed for May — no hedging/pledging, no material related-party conflicts, no compensation committee interlocks, and no cash retainer taken (entirely RSUs) .