Kimberly Casiano

About Kimberly A. Casiano

Kimberly A. Casiano is an independent director of Ford Motor Company, age 67, serving on Ford’s board since 2003. She is President of Kimberly Casiano & Associates (since 2010), and previously served as President & COO of Casiano Communications (1994–2009) after joining the company in 1987; earlier she consulted for USAID in the Caribbean and Latin America on economic development, trade, and investment promotion. She serves on the founding board of the Latino Corporate Directors Association, the global Alumni Board of Harvard Business School, the Board of Advisors of Moffitt Cancer Center, and as a director of Federal Home Loan Bank of Atlanta .

Past Roles

Organization	Role	Tenure	Committees/Impact
Casiano Communications, Inc.	President & Chief Operating Officer	1994–2009	Led U.S. Hispanic media and direct marketing company; marketing/sales/CRM expertise
U.S. Agency for International Development (U.S. Dept. of State)	Consultant (Caribbean & Latin America)	Pre-1987 (prior to corporate roles)	Economic development, trade, investment promotion programs; international policy exposure

External Roles

Organization	Role	Tenure	Committees/Impact
Kimberly Casiano & Associates	President	2010–present	Advisory services in marketing, recruiting, communications, advocacy, diversity
Federal Home Loan Bank of Atlanta	Director	Not disclosed	Board governance in financial services (GSE)
Latino Corporate Directors Association	Founding Board Member	Not disclosed	Diversity and board governance advocacy
Harvard Business School	Global Alumni Board Member	Not disclosed	Alumni leadership and institutional engagement
Moffitt Cancer Center (Tampa)	Board of Advisors	Not disclosed	Healthcare/nonprofit advisory
Mutual of America	Former public company director (past 5 years)	Not disclosed	Retirement services; prior public company governance

Board Governance

Committee assignments: Audit; Nominating & Governance; Sustainability, Innovation & Policy; not a committee chair .
Independence: Board determined Casiano is independent; also independent under heightened SEC standards for audit committees and NYSE standards for compensation committees .
Attendance: Each incumbent nominee attended at least 75% of combined Board and committee meetings in 2024; Board held 8 meetings; standing committee meetings in 2024: Audit 10; Compensation, Talent & Culture 7; Finance 4; Nominating & Governance 5; Sustainability, Innovation & Policy 4 .
Engagement: All directors are expected to attend the annual meeting; last year, all then-current directors attended .
Director independence practices: Mandatory deferral of ~68% of annual director fees into RSUs; independent committees (Audit, Compensation, Nominating & Governance); regular self-evaluations; executive sessions of independent directors .

Fixed Compensation

Director fee schedule and Casiano’s actual pay mix emphasize cash retainer plus mandatory RSUs; she received no chair fees in 2024.

Component	Amount/Policy	Source
Annual Board membership fee	$315,000; ~68% mandatorily paid in RSUs (2014/2024 plan)
Lead Independent Director fee	$50,000
Audit Committee chair fee	$30,000
Compensation, Talent & Culture chair fee	$25,000
Other committee chair fees	$20,000
RSU plan mechanics	RSUs vest immediately; settlement at grant, 5 years/ separation, or separation; dividend equivalents credited as additional RSUs if not settled; mandatory RSUs cannot be sold/hedged/pledged until separation

Casiano’s director compensation (2024 vs. 2023):

Metric	2023 ($)	2024 ($)
Fees Earned or Paid in Cash	100,000	100,000
Stock Awards (RSUs grant-date fair value)	214,991	214,991
Perquisites/Evaluation Vehicles	8,829	12,648
Tax Reimbursement	7,357	9,665
Life Insurance Premiums	264	264
All Other Compensation	16,450	22,576
Total	331,441	337,567

Notes:

Perquisites category includes cost of evaluation vehicles, gifts, and healthcare insurance premiums for those directors electing company-provided healthcare; methodology uses comparable lease rates; tax reimbursement column reflects associated gross-ups .
Casiano had no chair roles in 2024, consistent with the $100,000 cash portion (~32% of $315,000) and the $214,991 RSU portion (~68%) .

Performance Compensation

Non-employee director compensation does not include performance-based bonuses or PSUs tied to operational or financial metrics; RSU awards are time-vested and alignment is achieved through mandatory deferral and settlement restrictions.

Performance Metric	Applies to Non-Employee Directors?	Details
Short-term bonus (cash/targets)	No	Directors receive fees/RSUs; no annual bonus metrics disclosed
PSUs with financial/TSR hurdles	No	Director RSUs vest immediately; settlement/deferral chosen annually
Option awards	No	Ford does not grant options to directors under the 2014/2024 Plans

Other Directorships & Interlocks

Company/Institution	Role	Interlock/Conflict Considerations
Federal Home Loan Bank of Atlanta	Director	Financial services; no Ford-related RPT disclosed; independence affirmed by Board
Latino Corporate Directors Association	Founding Board Member	Governance/diversity advocacy; no conflict indicated
Harvard Business School (Global Alumni Board)	Board Member	Academic board; no conflict indicated
Moffitt Cancer Center	Board of Advisors	Nonprofit; no conflict indicated
Mutual of America	Former Director (past 5 years)	Prior role; no current interlock disclosed

Ford’s related person transactions disclosures for 2024 do not list Casiano; disclosed RPTs involve Ford family-linked entities and other relationships; Board applies formal review/approval policy via Nominating & Governance Committee .

Expertise & Qualifications

Extensive domestic and international experience in marketing, sales, media, advertising, CRM, and direct marketing, particularly in U.S. Hispanic and Latin American markets .
Provides insight on customer engagement, enterprise risk management systems, and ESG strategy; Ford cites these as reasons for her nomination .
Audit Committee service and Board determination that members meet NYSE financial literacy requirements; Audit Committee led by chair designated as “financial expert” (Veihmeyer) .

Equity Ownership

Ownership Element	Quantity	Notes
Ford Common Stock	266,713 shares
Ford Common Stock Units (deferred comp; payable in cash)	196,219 units
RSUs under 2014 Plan (cumulative units credited)	240,707 units
RSUs under 2024 Plan (2024 units credited)	17,843 units
Pledged/Hedged Shares	None; directors prohibited from hedging; pledging prohibited under plans; no director or executive officer had pledged shares
Ownership % of outstanding common stock	Below 0.14% for any director; specific % not provided for Casiano

Stock ownership guidelines: Ford does not impose a minimum share ownership requirement for directors due to mandatory RSU deferral and restrictions on disposal until after separation .

Governance Assessment

Strengths: Long-serving independent director with marketing/CRM and international expertise; sits on Audit and governance/sustainability committees; independence affirmed under heightened standards; attendance met threshold; RSU-heavy pay structure aligns with shareholders via mandatory deferral and disposal restrictions .
Pay mix and alignment: Approximately 68% of director fees mandatorily in RSUs; Casiano’s 2024 mix reflects this design (cash $100k; RSUs $214,991), reinforcing alignment; no options or performance-based director awards that could misalign incentives .
Potential watch items:
- Tax Reimbursement and Perquisites: Presence of tax reimbursement ($9,665 in 2024) and perquisites (evaluation vehicles, gifts, healthcare premiums) may be viewed as shareholder-unfriendly by some investors; however, amounts are modest and disclosed .
- Tenure/refreshment: Independent directors appointed after 2019 have 15-term limits and retirement age of 72; Casiano’s long tenure predates this policy, but Board emphasizes regular skills evaluation and refresh processes .
RED FLAGS: No related-party transactions disclosed for Casiano; no pledging or hedging of Ford stock; no delinquent Section 16 filings for directors in 2024 (one omitted Form 4 was for an executive, later corrected) .