Kumar Galhotra

About Kumar Galhotra

Ashwani “Kumar” Galhotra, 59, is Ford’s Chief Operating Officer (COO) since October 12, 2023, after serving as President, Ford Blue; he oversees Ford’s global industrial system including vehicle engineering, cycle planning, ICE/hybrid programs, supply chain, and manufacturing . During and around his tenure, Ford delivered record 2024 revenue of $185B (+5% YoY) and posted solid profitability in 2023 ($176B revenue; Adjusted EBIT $10.4B, 5.9% margin), while Ford Blue reported $102B revenue with 7.3% EBIT margin in 2023 and $101.9B with 5.2% margin in 2024; quality and cost remain key priorities under the Ford+ plan . Compensation is heavily performance-based, with PSUs tied to rTSR and annual bonuses linked to EBIT margin, quality, EV growth and connected services, aligning pay with shareholder outcomes .

Past Roles

Organization	Role	Years	Strategic impact
Ford Motor Company	President, Ford Blue	Mar 2022 – Oct 2023	Led Ford’s gas/hybrid business, targeting quality, cost, and revenue growth; Ford Blue 2023 revenue $102B with 7.3% margin .

External Roles

None disclosed in company filings for this period.

Fixed Compensation

Component	2022	2024 (effective Jan 1)
Base salary ($)	1,062,950	1,194,000
Target annual bonus ($)	1,196,000	1,344,000
Actual annual bonus paid ($)	968,760 (2022 payout)	— (not disclosed)

Notes:

2024 compensation adjustments approved Dec 13, 2023, effective Jan 1, 2024 .

Performance Compensation

Annual bonus design (2023 framework)

Metrics emphasize Company Adjusted EBIT Margin, Quality (Repairs/1,000 in first 90 days), Global EV Retail Volume, and Connected Services Revenue; 2023 corporate performance factor was 84% .

Long-term incentives (LTIP) structure and targets

2022 grants: PSUs (60%) + RSUs (40%); Galhotra’s target LTIP value was $4.32M (PSUs $2.592M; RSUs $1.728M) .
PSU design evolution: 2022 PSU awards used internal financial metrics with a 3-year rTSR modifier; for 2023, PSU design shifted to 100% 3-year rTSR among a global auto OEM peer set (0–200% payout) .

PSU performance (2012 PSU cycle ending 2024; results certified)

Metric (2022 PSU grant)	Weighting	Target	Achievement	Implied payout
Company Adjusted Free Cash Flow (2022)	50%	$6.4B	200%	200%
Company Adjusted EBIT Margin (2023)	30%	7.1%	32%	32%
Adjusted ROIC (2023)	20%	13.4%	119%	119%
3-year rTSR modifier	±25%	Peer-relative	Bottom quartile	-25%
Final certified PSU payout (2022–2024 cycle)	—	—	—	79% of target

Vesting schedules and award details

RSUs vest ratably 33%/33%/34% on annual anniversaries; subject to continued service, non-compete and clawback provisions .
Notable RSU grants and vesting cadence (as granted in 2022): 102,551 (annual grant, 33/33/34) and 104,895 (incremental grant on Nov 15, 2022, vesting 33% at each annual anniversary through 2025) .
Stock options: As of 12/31/2022, held options at $15.37 (exp. 3/3/2024) and $12.75 (exp. 3/3/2023) with standard 3-year vesting (33/33/34) .

Equity Ownership & Alignment

Category	Detail
Unvested RSUs (12/31/2022)	368,011 units; market value $4,279,968 (at $11.63 close)
Unearned PSUs (12/31/2022)	660,834 units; payout value $7,685,499 at target assumptions (market value basis)
Stock options (12/31/2022)	24,959 exercisable @ $15.37 (exp. 3/3/2024); 24,850 @ $12.75 (exp. 3/3/2023)
Stock ownership guidelines	Executives have 5 years to meet guidelines; all Named Executives were compliant as of 12/31/2023
Hedging/pledging	Officers are prohibited from hedging; pledging is restricted (above guideline holdings and pre-approval only); no directors or executive officers had pledged shares as of 2/1/2024
Clawbacks	Incentive grants include clawback provisions

Employment Terms

Appointment and scope: Elected COO effective Oct 12, 2023; leads Ford’s global industrial system (engineering, cycle planning, ICE/hybrid programs, supply chain, manufacturing) .
Contract/Severance: Only the CEO and Peter Stern had bespoke agreements; other Named Executives (including Galhotra when an NE) are covered by plan terms. Equity grants have double-trigger change-in-control (CIC) vesting—acceleration only upon CIC plus termination or material duty reduction .
RSU/PSU treatment: After six months from grant, RSUs continue to vest on schedule upon retirement; accelerate upon death/disability; under CIC where awards are replaced by comparable awards, vesting follows replacement unless termination or duty reduction occurs; PSUs generally follow final certified results at period end (retirement/death/disability provisions apply) .
Illustrative potential payments (12/31/2022 basis for then-NE Galhotra): CIC $11,053,914 (primarily PSUs and RSUs); death/disability $7,341,875 (bonus, RSUs, life insurance, vehicle program) .

Performance & Track Record

Context	2023	2024
Ford revenue ($B)	176	185 (record; +5% YoY)
Company Adjusted EBIT ($B) / Margin	10.4 / 5.9%	—
Ford Blue revenue ($B)	102.0; EBIT margin 7.3%	101.9; EBIT margin 5.2%

Organizational design: As COO, Galhotra’s remit consolidates end-to-end industrial execution to maximize quality, minimize cost, and reduce complexity, completing the Ford+ organizational transitions .
Note: Ford Blue’s 2024 results reflect leadership transition to Andrew Frick from Oct 2023 onward; quality and cost reduction remained explicit priorities .

Compensation Committee, Peer Group, and Say‑on‑Pay

Committee and advisors: Compensation, Talent and Culture Committee retains Semler Brossy as independent advisor; WTW Executive Compensation Database used for market surveys .
Market posture: Competitive survey anchored to ~60th percentile of a broad Fortune 100–scale cross‑industry peer group (82 companies in Dec 2023) to reflect Ford’s talent markets and complexity .
Say‑on‑pay: Company reports compensation practices have been consistently supported by shareholders; ongoing investor engagement informs program changes .

Risk Indicators & Red Flags

Hedging/pledging: Officer hedging prohibited; pledging tightly limited; no pledges reported for directors/executives as of 2/1/2024 .
Clawback and double-trigger CIC limits windfalls and aligns with best practices .
Section 16 compliance: 2023—compliant for directors/executives; 2024—one inadvertent omission noted for another officer, later corrected (no issues disclosed for Galhotra) .

Investment Implications

Pay-for-performance alignment: Galhotra’s comp is predominantly variable—2022 LTIP target $4.32M with PSU outcomes tied to company performance and rTSR; PSU payout for the 2022–2024 cycle was certified at 79% of target, reflecting below-peer TSR over the period even with solid financial metrics—this moderates realized pay and aligns with shareholder returns .
Vesting/selling pressure: RSUs vest 33/33/34 annually (e.g., 2022 grants vest through 2025), creating periodic liquidity windows; monitor Form 4 activity around vest dates for potential supply dynamics .
Retention and incentives: 2024 increases to salary and target bonus (to $1.194M and $1.344M) plus multi‑year equity vesting support retention in a critical COO role overseeing cost/quality execution—a key driver for Ford’s margin narrative under Ford+ .
Operational execution focus: As COO, accountability for quality, cost, and industrial cadence is central; Ford Blue margin compressed in 2024 vs 2023, underscoring the importance of ongoing cost-out and quality improvements to unlock EBIT recovery—a core area where COO performance will influence equity outcomes (bonus metrics and PSU TSR) .

Appendix: Key Award Tables

2022 LTIP target allocation (as granted) | Component | Value | |---|---:| | PSUs | $2,592,000 | | RSUs | $1,728,000 | | Total | $4,320,000 |
Selected outstanding awards at 12/31/2022 | Award type | Units/value | |---|---:| | Unvested RSUs | 368,011 units; $4,279,968 market value | | Unearned PSUs | 660,834 units; $7,685,499 payout value (market basis) | | Stock options | 24,959 @ $15.37 (exp. 3/3/2024); 24,850 @ $12.75 (exp. 3/3/2023) |