Jon Huntsman Jr.

About Jon M. Huntsman, Jr.

Jon M. Huntsman, Jr. (age 65) is a Ford director since 2020, having previously served on the Board from 2012–2017 . He serves on Ford’s Sustainability, Innovation & Policy Committee and brings extensive global policy experience from senior diplomatic roles (U.S. Ambassador to Russia; prior roles as U.S. Ambassador to China and Deputy U.S. Trade Representative), state governance (Governor of Utah), and corporate strategy (Vice Chairman & President, Strategic Growth at Mastercard since 2024) . His recent Ford executive role as Vice Chair, Policy (May 2021–Dec 2022) provides company-specific policy insight but affects independence classification (see Governance) .

Past Roles

External Roles

Board Governance

• Committee assignments: Sustainability, Innovation & Policy (SIP) Committee member; SIP met 4 times in 2024 .
• Independence: Huntsman is not listed among directors the Board determined to be independent under NYSE/SEC standards; 67% of nominees are independent, and Audit/Compensation/Nominating committees are fully independent .
• Attendance and engagement: The Board met 8 times in 2024; each incumbent nominee attended at least 75% of combined Board/committee meetings during periods served; all then-current directors attended last year’s virtual annual meeting .
• Lead Independent Director: John L. Thornton (not Huntsman) .

Fixed Compensation (Director – 2024)

• Standard director fee schedule: Annual Board membership $315,000; Lead Independent $50,000; Audit Chair $30,000; Compensation Chair $25,000; other Committee Chairs $20,000 .

Performance Compensation (Director – 2024)

• No director stock options or PSUs disclosed; RSUs are time-based, not performance-metric-based for directors .
• Hedging/pledging: 2024 Stock Plan for Non-Employee Directors prohibits hedging and pledging of common stock received pursuant to the plans .

Other Directorships & Interlocks

Board independence section disclosed certain director affiliations and transactions deemed not material under governance standards; Huntsman is not among directors listed as independent, reflecting recent Ford executive affiliation rather than a disclosed transactional conflict .

Expertise & Qualifications

• Extensive global policy and diplomatic experience; international perspective valuable for government relations at state, federal, and international levels .
• Environmental policy oversight experience from tenure as Governor of Utah .
• Corporate strategy and public-sector partnership expertise via Mastercard (inclusive growth, sustainability) .

Equity Ownership

• Director stock ownership approach: No minimum share ownership requirement for directors due to mandatory RSU deferral; directors cannot sell, hedge, or pledge mandatory portion until separation from the Board; dividend equivalents paid as additional RSUs if unsettled, and reinvestment required on settled shares until separation .

Governance Assessment

• Independence and potential conflicts: Huntsman is not classified as independent (Board independence list excludes him), likely reflecting his recent Ford executive role through Dec 2022; this is a governance consideration for committee placement (he does not serve on fully independent Audit/Compensation/Nominating committees) .
• Committee effectiveness: Placement on SIP committee aligns with his governmental and sustainability background; SIP met 4 times in 2024, reviewing product safety, environmental/social sustainability, and related policies, indicating an active remit but less direct tie to financial controls or pay oversight .
• Attendance/engagement: Meets minimum attendance thresholds (≥75%); full Board attendance at the annual meeting signals engagement, supporting investor confidence .
• Pay alignment: Director pay structure defers ~68% of annual fees into RSUs with sale/hedge/pledge restrictions until separation, aligning long-term interests and mitigating short-termism or misalignment risks; perquisites (evaluation vehicles, healthcare premiums for those electing) are disclosed and quantified .
• RED FLAGS:
  • Not independent due to recent executive affiliation with Ford (Vice Chair, Policy through Dec 2022) .
  • External directorship at Chevron warrants monitoring for any related-party transactions or commercial ties; no material relationships disclosed in independence determinations for listed directors, and Huntsman is not identified as independent .
  • No evidence of hedging/pledging or stock pledges under director plans; director plan prohibits such activity for plan shares, reducing alignment risks .

Board Governance (Committee Details)

Director Compensation (Detail)

• Footnotes summary: 2024 Plan mandates ~68% of annual Board fee paid in RSUs; RSUs vest immediately; directors may elect RSU settlement timing; mandatory portion cannot be sold/hedged/pledged until separation . Perquisites include evaluation vehicles, gifts, and company-provided health insurance premiums for directors who elect coverage; costs reflect aggregate incremental costs and estimated lease fees comparable to program vehicles .

Equity Ownership

Related Policies

• Hedging/Pledging: Directors under the 2024 Stock Plan are prohibited from hedging and pledging common stock received pursuant to the plans .
• Board governance practices: Annual election; majority vote standard; committee charters; independent sessions; term limits and mandatory retirement age; RSU deferral for directors (~68%) to align interests .