John Veihmeyer

About 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

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 .