John Veihmeyer
FORD MOTORAbout John B. Veihmeyer
Independent director of Ford Motor Company since 2017; age 69. Former Chairman of KPMG International (2014–2017), and U.S. Chairman & CEO of KPMG LLP (2010–2015), with prior leadership roles including global head of Risk Management & Regulatory and managing partner of KPMG’s Washington, D.C. office — credentials underpinning his designation as Ford’s Audit Committee financial expert and his current role as Audit Committee Chair . Tenure on Ford’s Board features leadership of the Audit Committee and service on the Nominating & Governance Committee; the Board determined he is independent under NYSE and SEC standards (including heightened audit committee standards) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG International | Chairman | 2014–2017 | Led global firm; extensive international oversight and exposure to complex regulatory environments . |
| KPMG LLP (U.S.) | Chairman & Chief Executive Officer | 2010–2015 | Enterprise leadership; oversight of audit quality, risk management, and client service . |
| KPMG (Global) | Global Head of Risk Management & Regulatory | Not disclosed (prior to 2010) | Built global risk and regulatory frameworks; deep risk expertise . |
| KPMG Washington, D.C. | Managing Partner | Not disclosed (prior to 2010) | Regional leadership; public policy and regulatory engagement . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Notre Dame | Chair of the Board of Trustees | Current | Governance leadership of major academic institution . |
| Ladies Professional Golf Association (LPGA) | Board Chair | Current | Oversight and strategic guidance . |
| Catholic Charities of Washington, D.C. | Chair Emeritus | Current | Long-standing civic leadership . |
| Financial Accounting Foundation | Trustee (prior) | Prior | Oversight of FASB; technical accounting governance . |
Board Governance
- Committee assignments: Audit Committee Chair; member, Nominating & Governance Committee .
- Audit Committee activity: 10 meetings in 2024; members are all independent; Veihmeyer designated “Audit Committee financial expert” by the Board .
- Nominating & Governance Committee activity: 5 meetings in 2024; all independent .
- Independence and attendance: Board determined Veihmeyer is independent under NYSE/SEC standards (including heightened audit/compensation standards). All incumbent nominees attended ≥75% of combined Board and committee meetings in 2024; all directors attended the prior annual meeting .
- Board cadence and leadership: Board met 8 times in 2024; Ford separates Chair and CEO roles and maintains a Lead Independent Director; independent directors meet regularly without management .
- Overboarding guardrails: Audit Committee charter restricts members from serving on more than two other public company audit committees; auditor lead partner rotation ≥5 years; Audit Committee oversees ERM and cybersecurity .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board membership fee (standard schedule) | $315,000 | Adopted by Board, effective since Jan 1, 2017 . |
| Audit Committee Chair fee (standard schedule) | $30,000 | Applies to Veihmeyer as Audit Chair . |
| 2024 Fees Earned or Paid in Cash (actual) | $— | Veihmeyer elected to receive fees in RSUs (no cash paid) . |
| 2024 Stock Awards (RSUs grant-date fair value) | $344,993 | RSUs under 2024 Director Stock Plan; ~68% of annual fees mandatorily deferred into RSUs . |
| 2024 Perquisites/Evaluation Vehicles | $41,269 | Evaluation vehicles and other director benefits; methodology described in proxy . |
| 2024 Tax Reimbursement | $22,320 | Primarily relocation/tax imputation relief for evaluation vehicle program . |
| 2024 Life Insurance Premiums | $264 | Standard non-employee director life insurance coverage . |
| 2024 All Other Compensation | $63,852 | As summarized in proxy’s “All Other Compensation” table . |
| 2024 Total Director Compensation | $408,846 | Sum of components (rounding per proxy) . |
Key structure features:
- Approximately 68% of annual director fees are mandatorily deferred into RSUs; directors may elect to receive remaining fees as RSUs; RSUs vest immediately, with settlement choices at grant, five years/separation earlier, or upon separation; mandatory portion cannot be sold/hedged/pledged until separation; no minimum share ownership requirement for directors given mandatory deferral .
Performance Compensation
| Feature | Design | Metrics | Notes |
|---|---|---|---|
| Non-employee Director Equity | RSUs | None (service-based) | RSUs vest immediately; settlement timing per election; dividend equivalents accrue and are paid in additional RSUs or cash at vesting/settlement; hedging/pledging of director plan shares prohibited . |
Directors do not receive performance-based PSUs or bonus metrics; performance metrics in the proxy apply to executives, not non-employee directors .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Zanite Acquisition Corp. | Director | Former (within past five years) | SPAC; prior public company board service . |
| — | — | Current public company boards | None disclosed for Veihmeyer; “Other Board” column blank in nominee matrix . |
- Related relationships: The Company disclosed donations to certain institutions with which directors are affiliated, including Veihmeyer; the Board concluded none of these relationships were material under Ford’s independence standards .
- Independence reaffirmed: Board determined Veihmeyer is independent for Board, Audit, and Compensation Committee standards .
Expertise & Qualifications
- Audit Committee financial expert; meets NYSE/SEC independence and financial literacy requirements .
- Extensive accounting, risk management, and regulatory leadership from KPMG roles; global business exposure and executive leadership experience .
- Risk oversight alignment: Audit Committee remit includes ERM, compliance/reporting risk, and cybersecurity oversight .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Ford Common Stock (beneficially owned) | 260,238 shares | As of Feb 1, 2025; no director owned >0.14% of common shares outstanding . |
| Ford Common Stock Units (2014 Director Plan) | 164,413 units | RSUs credited under 2014 Plan . |
| Ford Common Stock Units (2024 Director Plan) | 28,632 units | RSUs credited under 2024 Plan . |
| Class B Stock | — | No Class B holdings . |
| Pledging/Hedging | None | No director or executive officer had pledged shares; hedging/pledging prohibited for director plan shares . |
| Ownership guideline | No minimum | Mandatory RSU deferral substitutes for a minimum share ownership requirement; disposal restrictions until separation . |
Governance Assessment
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Strengths:
- Audit Committee Chair with deep audit and risk credentials; designated financial expert — supports robust oversight of financial reporting, ERM, and cybersecurity .
- Clear independence determination under heightened audit standards; no material related-party exposures; Board practices include executive sessions and annual evaluations .
- Director compensation aligned with shareholders via mandatory RSU deferral (~68%) and disposal restrictions, plus hedging/pledging prohibitions .
-
Watch items / potential conflicts:
- Donations to institutions with which Veihmeyer is affiliated were reviewed and deemed immaterial; continued monitoring appropriate for optics and independence .
- Mandatory retirement age of 72 implies a medium-term refresh horizon (Veihmeyer age 69); succession planning for Audit Chair should be in focus to preserve committee continuity .
-
Engagement/attendance signals:
- ≥75% attendance threshold met for incumbents; full Board attendance at annual meeting — positive for engagement .
- Committee workloads robust (Audit 10; Nominating & Governance 5) — consistent with effective oversight cadence .