John Thornton

About John L. Thornton

Lead Independent Director of Ford Motor Company since 2022; independent director since 1996. Age 71. Former President and Director of The Goldman Sachs Group, Inc. (retired in 2003), with prior roles including Chairman of Goldman Sachs Asia and Co‑Chief Executive of Goldman Sachs International, bringing deep global finance and emerging markets experience. Currently Chairman of Barrick Gold Corporation (since February 2024; previously Executive Chairman from April 2014 to February 2024), Non‑Executive Chairman of PineBridge Investments, and Chairman of RedBird Capital Partners; Professor at Tsinghua University School of Economics and Management and Director of its Global Leadership Program .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Goldman Sachs Group, Inc.	President and Director	Retired 2003	Oversaw EMEA via Goldman Sachs International; led Asia operations, contributing international and finance expertise
Goldman Sachs Asia	Chairman	Prior to 2003	Led Asia presence; emerging markets insight
Goldman Sachs International	Co‑Chief Executive	Prior to 2003	Oversight across Europe, Middle East, Africa (EMEA)
Barrick Gold Corporation	Executive Chairman → Chairman	Executive Chairman Apr 2014–Feb 2024; Chairman since Feb 2024	Strategic leadership of a global mining firm

External Roles

Organization	Role	Since/Status	Notes
Barrick Gold Corporation	Chairman (current)	Since Feb 2024	Former Executive Chairman Apr 2014–Feb 2024
PineBridge Investments	Non‑Executive Chairman	Current	Global asset manager
RedBird Capital Partners	Chairman	Current	Private investment firm
Lenovo Group Limited	Director (lead director noted)	Current	Global technology company
Divergent Technologies	Lead director	Current	Digital advanced manufacturing (auto/aerospace)
Avathon	Lead director	Current	Industrial artificial intelligence company
Tsinghua University (SEM)	Professor; Director, Global Leadership Program; Advisory Board member (SEM and SPPE)	Current	Academic leadership with China focus
AltC Acquisition Corp. (now Oklo Inc.)	Former Director	Past 5 years	Former SPAC directorship

Board Governance

Lead Independent Director duties: chairs executive sessions of independent directors; advises on selection of committee chairs; works with CEO and Executive Chair to ensure management addresses Board‑identified matters .
Independence: Board determines Thornton is independent under NYSE and SEC rules; also independent under audit and compensation committee standards .
Attendance: All incumbent nominees attended ≥75% of combined Board and committee meetings in 2024; Board met 8 times .
Committee memberships (2024): Compensation, Talent and Culture; Finance; Nominating and Governance .

Board/Committee	2024 Meetings	Thornton Member
Board of Directors	8	Yes
Compensation, Talent & Culture	7	Yes
Finance	4	Yes
Nominating & Governance	5	Yes

Fixed Compensation

Policy framework (non‑employee directors): Annual Board membership fee $315,000; Lead Independent Director fee $50,000; Audit Chair $30,000; Compensation Chair $25,000; other Committee Chair fees $20,000 .

Component (Policy)	Amount (USD)
Annual Board membership fee	$315,000
Lead Independent Director annual fee	$50,000
Audit Committee chair fee	$30,000
Compensation Committee chair fee	$25,000
Other committee chair fees	$20,000

2024 Thornton compensation breakdown:

Component (2024)	Amount (USD)
Fees Earned or Paid in Cash	$150,000
Perquisites/Evaluation Vehicles	$12,613
Tax Reimbursement	$11,728
Life Insurance Premiums	$264
All Other Compensation	$24,605
Total	$389,597

Performance Compensation

RSU plan structure (2024 Plan): Approximately 68% of annual Board fee is paid in RSUs; RSUs vest immediately; settlement options include immediate, earlier of five years/separation, or upon separation; mandatory portion cannot be sold, hedged, or pledged until separation; dividend equivalents accrue on unsettled RSUs; directors must reinvest dividends on settled shares until separation; no minimum share ownership requirement due to mandatory deferral . Hedging/pledging of stock received under non‑employee director plans prohibited .

RSU Feature (2024)	Detail
RSU Grant Date Value (Thornton)	$214,991
Mandatory fee portion paid in RSUs	~68% of annual Board fee
Vesting	Immediate upon grant
Settlement choices	Immediate; earlier of 5 years/separation; upon separation
Disposal restriction (mandatory portion)	No sale/hedge/pledge until after separation
Dividend treatment	Dividend equivalents paid in RSUs if unsettled; reinvestment required on settled shares until separation
Hedging/Pledging policy	Prohibited for directors under plan

Note: Ford does not use performance metrics (e.g., TSR/EBITDA) for non‑employee director compensation; RSUs are service‑based under the 2024 Plan .

Other Directorships & Interlocks

Company	Relationship to Ford	Potential Interlock Consideration
Lenovo Group Limited	Director	Technology supplier category; Board independence review noted Ford’s transactions with companies affiliated with certain directors (including Thornton) were not material under governance principles
Barrick Gold Corporation	Chairman	No direct automotive conflict noted
PineBridge Investments; RedBird Capital Partners	Chairman roles	Investment firms; no specific Ford transactions disclosed
Divergent Technologies; Avathon	Lead director roles	Advanced manufacturing/AI; no specific Ford transactions disclosed

Independence review: Over prior three years, Ford bought/sold goods/services or had financing with companies where certain directors were affiliated (including Thornton); Ford also made donations to institutions with which certain directors were affiliated (including Thornton); none were material under Board’s independence standards .

Expertise & Qualifications

Extensive international business and financial experience; valuable insight into emerging markets and China’s automotive growth landscape .
Strategic leadership across global firms (Barrick, Goldman Sachs), enhancing Board oversight of financing, balance sheet strength, and profitable growth .
Academic leadership and policy networks in China via Tsinghua University, supporting global risk and strategy deliberations .

Equity Ownership

Security	Quantities	Notes
Ford Common Stock (direct/indirect)	401,544 shares
Ford Common Stock Units (deferred)	405,821 units
Ford Class B Stock	None
Pledging/Hedging	No director or executive officer had pledged shares or hedged exposure as of Feb 1, 2025
Director ownership requirement	No minimum share ownership requirement due to mandatory RSU deferral provisions

Governance Assessment

Board effectiveness: As Lead Independent Director, Thornton facilitates robust independent oversight, executive sessions, and committee leadership selection — supportive of strong checks and balances given a non‑independent Chair . Attendance levels across nominees (≥75%) and active committee cadence (Comp: 7; Finance: 4; N&G: 5) signal engagement .
Independence and conflicts: Board affirmatively determined Thornton is independent under NYSE/SEC rules, including for compensation and audit standards; disclosures note some transactions/donations tied to directors’ affiliations (including Thornton) were not material under governance principles. Continued monitoring advisable for technology interlocks (e.g., Lenovo) and affiliated institutions .
Incentive alignment: Mandatory RSU deferral (~68% of annual fees), disposal restrictions until separation, and anti‑hedging/pledging policies promote alignment; absence of performance‑based director pay reduces risk of short‑termism in Board oversight .
RED FLAGS:
- Related‑party exposure: Ongoing relationships with organizations where certain directors are affiliated (including Thornton) require vigilance, even if currently deemed immaterial .
- Multi‑board load: Thornton’s multiple leadership roles (Barrick, PineBridge, RedBird, Lenovo, Divergent, Avathon) may raise overboarding concerns in practice; Ford limits outside boards via its Corporate Governance Principles, but actual limits are not quantified here — monitor for time/attention risk .