John Weinberg

About John S. Weinberg

John S. Weinberg, age 68, is an independent director of Ford Motor Company, serving since 2016. He is CEO and Chairman of Evercore Inc. (since February 2022), previously Co-CEO and Co-Chairman (from July 2020), and earlier Executive Chairman/Chairman (November 2016–July 2020); before Evercore, he spent over three decades at Goldman Sachs, serving as Vice Chairman from 2006 to 2015, with most of his career in investment banking. Weinberg also serves on the boards of New York-Presbyterian Hospital and the Cystic Fibrosis Foundation, and brings deep finance, capital markets, and risk management expertise to Ford’s board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Evercore Inc.	Chief Executive Officer & Chairman	Feb 2022–present	Leads global independent investment bank; capital markets and strategic advisory expertise
Evercore Inc.	Co-Chief Executive Officer & Co-Chairman	Jul 2020–Feb 2022	Senior leadership through market disruption, governance oversight
Evercore Inc.	Chairman & Executive Chairman	Nov 2016–Jul 2020	Board leadership; strategic initiatives
Goldman Sachs Group	Vice Chairman	Jun 2006–Oct 2015	Senior client coverage; risk and capital markets advisory; >30-year firm tenure in investment banking

External Roles

Organization	Role	Tenure/Status	Notes
Evercore Inc.	Director (public company)	Current	Other current public company directorship
New York-Presbyterian Hospital	Board Member	Current	Non-profit health system governance
Cystic Fibrosis Foundation	Board Member	Current	Non-profit board service

Board Governance

Item	Detail
Independence status	Independent under Ford Corporate Governance Principles; independent under NYSE compensation committee standards; not all independence determinations imply committee service; Board assessed relevant relationships as immaterial
Committee assignments	Compensation, Talent & Culture; Finance; Nominating & Governance; Sustainability, Innovation & Policy (no chair roles)
Board/committee meeting cadence (2024)	Board: 8; Compensation, Talent & Culture: 7; Finance: 4; Nominating & Governance: 5; Sustainability, Innovation & Policy: 4
Annual meeting attendance	All then-current members attended the prior year’s virtual annual meeting
Compensation committee interlocks	2024 Compensation, Talent & Culture Committee comprised of Lynn Vojvodich Radakovich (Chair), John C. May, John L. Thornton, and John S. Weinberg; none were employees or current/former officers during service; no relationships requiring disclosure

Fixed Compensation

Component (2024)	Amount ($)
Fees Earned or Paid in Cash	—
Stock Awards (RSUs)	314,997
Perquisites/Evaluation Vehicles	18,024
Tax Reimbursement	16,928
Life Insurance Premiums	66
All Other Compensation	35,018
Total	350,015

Standard Director Fees (Policy)	Amount ($)
Annual Board membership fee	315,000
Annual Lead Independent Director fee	50,000
Annual Audit Committee chair fee	30,000
Annual Compensation, Talent & Culture Committee chair fee	25,000
Annual other Committee chair fees	20,000

Key structural terms:

Approximately 68% of annual director fees are mandatorily deferred into RSUs under the 2024 Stock Plan; directors may elect to receive some/all remaining fees in RSUs; RSUs vest immediately, with settlement choices at grant, five years/separation, or upon separation; directors may not sell, hedge, or pledge the mandatory portion until after separation; dividend equivalents accrue as additional RSUs (or dividends must be reinvested if settled) .
No stock options granted in 2024 (options have not been granted since 2020) .

Performance Compensation

Metric	Structure	Notes
Director performance metrics tied to pay	None disclosed	Non-employee director compensation is retainer-based with RSU deferral; no PSUs/options disclosed for directors in 2024

Other Directorships & Interlocks

Entity	Relationship	Potential Interlock/Conflict Considerations
Evercore Inc.	CEO, Chairman, and Director	Board independence review noted Ford had purchases/sales/financing with companies affiliated with certain directors (incl. Weinberg as officer), but none were material under Ford independence standards

Expertise & Qualifications

Finance, banking, and capital markets; risk management and capital allocation expertise; historic advisory relationship with Ford at Goldman Sachs .
Skills matrix indicates current/former CEO, finance, international, risk management, sustainability among board competencies; Weinberg identified in matrix consistent with finance and leadership expertise .

Equity Ownership

Instrument/Plan	Units (Weinberg)	Notes
RSUs – 2014 Stock Plan for Non-Employee Directors	153,038 units
RSUs – 2024 Stock Plan for Non-Employee Directors	26,143 units
Pledging/Hedging	None; no director or executive officer had pledged or hedged common stock
Ownership guidelines	No minimum share ownership requirement due to mandatory RSU deferral and disposal restrictions until separation

Insider Trades (Form 4 filings, 2025)

Date	Filing	Description
May 22, 2025	Form 4	Statement of changes in beneficial ownership (RSU-related; details in filing)
Jun 4, 2025	Form 4	Statement of changes in beneficial ownership
Sep 2, 2025 (filed Sep 4)	Form 4	Crediting of dividend equivalents in the form of RSUs under the 2024 Stock Plan for Non-Employee Directors
Oct 31, 2025	Form 4	Statement of changes in beneficial ownership (RSU-related; details in filing)

Governance Assessment

Board effectiveness: Weinberg serves across four key committees (Compensation, Finance, Nominating & Governance, Sustainability), indicating strong engagement and broad oversight; these committees are fully independent per NYSE/SEC rules .
Independence and conflicts: The Board determined Weinberg is independent; while Ford had transactions/financing with companies affiliated with some directors (including Weinberg as an officer of Evercore), none were material under Ford’s independence standards—a mitigant, but warrants ongoing monitoring given his leadership role at a financial services provider to large corporates .
Alignment: Mandatory RSU deferral for ~68% of fees and Weinberg’s 2024 mix showing zero cash fees and substantial RSU awards suggest strong equity alignment; restrictions on disposal/hedging/pledging until separation strengthen pay-for-stewardship incentives .
Compensation governance: Weinberg’s role on the Compensation, Talent & Culture Committee and the committee’s explicit risk assessment, charter reviews, and independence checks for consultants support sound compensation oversight; no options to directors since 2020 reduces risk of option repricing .

RED FLAGS and Monitoring:

Potential related-party exposure: As CEO/Chairman of Evercore, any advisory/financing interactions with Ford should continue to be evaluated for independence and arm’s-length terms, despite Board’s immateriality determination .
Overboarding risk: Weinberg is a sitting public-company CEO and a director at Ford; Ford’s governance policies limit outside boards for directors/officers, mitigating risk, but time/attention remains a consideration for investors .
Hedging/pledging: No pledging/hedging reported for directors/executives; mandatory RSU deferrals for directors and policy restrictions are positives .