Lynn Vojvodich Radakovich

About Lynn Vojvodich Radakovich

Independent director of Ford Motor Company since 2017; age 57. Former EVP & Chief Marketing Officer at Salesforce (2013–2017), with prior marketing leadership roles at Microsoft and BEA Systems, partner at Andreessen Horowitz, and founder of Take3. Currently serves on boards of Booking Holdings (since 2016), Dell Technologies (since 2019), and Figma; brings deep marketing technology and software expertise. Chairs Ford’s Compensation, Talent & Culture Committee and serves on Nominating & Governance and Sustainability, Innovation & Policy Committees .

Past Roles

Organization	Role	Tenure	Committees/Impact
Salesforce	EVP & Chief Marketing Officer	Sep 2013 – Feb 2017	Led branding, positioning, PR, digital/content marketing, campaigns, strategic events
Microsoft	Marketing leadership roles	Not disclosed	Marketing leadership experience
BEA Systems	Marketing leadership roles	Not disclosed	Marketing leadership experience
Andreessen Horowitz	Partner	Not disclosed	VC partner; advisor to tech start-ups
Take3	Founder (marketing strategy firm)	Not disclosed	Advised start-up and growth-stage tech firms

External Roles

Organization	Role	Tenure	Committees/Impact
Booking Holdings Inc.	Director	Since 2016	Not disclosed
Dell Technologies Inc.	Director	Since 2019	Not disclosed
Figma	Board member	Not disclosed	Not disclosed

Board Governance

Committee assignments: Chair, Compensation, Talent & Culture; Member, Nominating & Governance; Member, Sustainability, Innovation & Policy .
Independence: Board determined Lynn Vojvodich Radakovich is independent (also meets heightened SEC audit and NYSE compensation committee independence standards) .
Attendance: Board met 8 times in 2024; standing committees met Audit: 10, Compensation: 7, Finance: 4, Nominating & Governance: 5, Sustainability: 4. Each incumbent nominee attended at least 75% of combined Board and committee meetings in 2024; prior annual meeting attendance was 100% for then-current members .
Governance practices: Independent board committees; regular executive sessions; majority vote standard; mandatory RSU deferral of ~68% of director fees; prohibition on hedging/pledging of director stock acquired under plans .

Fixed Compensation

Component	2024 Amount (USD)	Notes
Fees Earned or Paid in Cash	$125,000	Portion of total director fees not mandatorily deferred into RSUs
Stock Awards (RSUs)	$214,991	RSUs under 2024 Plan; ~68% of annual board fee automatically paid in RSUs
Perquisites/Evaluation Vehicles	$53,487	Evaluation vehicles, gifts, and company-paid healthcare premiums (if elected)
Tax Reimbursement	$26,121	Gross-up for taxable perquisites
Life Insurance Premiums	$264	Company-paid life insurance
All Other Compensation	$79,873	Aggregated other items per proxy
Total	$419,864	Sum of 2024 director compensation items

Standard director fee structure: Annual Board membership fee $315,000; committee chair fees: Compensation Chair $25,000; other committee chairs $20,000; Audit Chair $30,000; Lead Independent Director $50,000 .
RSU deferral: Approximately 68% of annual director fees are mandatorily paid in RSUs; Directors may elect to receive some/all remaining fees in RSUs; RSUs vest immediately, with settlement timing elections; sale/hedging/pledging of mandatory RSU portion is prohibited until after board separation .

Performance Compensation

Non-employee director pay is not performance-based; RSU grants are fee-linked (not option-based, no performance hurdles) . As Compensation, Talent & Culture Committee Chair, she oversees executive compensation programs; key metrics/practices:

Program/Policy	Metric/Feature	Detail
Performance Stock Units (PSUs)	rTSR (relative total shareholder return)	Three-year performance period measuring rTSR; capped payouts; negative discretion available
Annual Incentive Bonus Plan	Financial and non-financial metrics	Includes non-financial metrics (e.g., quality) alongside quantitative objectives; payouts capped
Clawbacks	Clawback provisions	Clawback policies apply to incentive grants (see CD&A Page 65 reference)
Change-in-control	Double-trigger for equity grants	Equity awards require termination plus change in control for acceleration
Ownership/Hedging	Stock ownership goals (execs); hedging/pledging limits	Exec ownership goals; officers prohibited from hedging; pledging limited with approvals

Other Directorships & Interlocks

Company	Relationship	Potential Interlock/Transaction	Board Assessment
Booking Holdings Inc.	Director	Not disclosed	Board reviewed director-affiliated relationships; none material under independence standards
Dell Technologies Inc.	Director	Not disclosed	Same as above
Figma	Board member	Not disclosed	Same as above

Interlocking directorship restriction: A director cannot be independent if part of a compensation committee interlock; not indicated for Lynn .

Expertise & Qualifications

Marketing technology and software industry expertise; market analysis; digital strategies; advisor to start-ups and growth-stage tech .
Skills matrix indicates strengths across marketing, technology, international experience, risk management, and sustainability .

Equity Ownership

Ownership Category	Amount
Ford Common Stock beneficially owned	200,990 shares (as of Feb 1, 2025)
RSUs under 2014 Non-Employee Director Plan	183,147 units
RSUs under 2024 Non-Employee Director Plan	17,843 units
Ownership concentration	No director >0.14% of common shares outstanding; no pledging/hedging by directors
Director stock ownership requirement	No minimum requirement due to mandatory RSU deferral; RSUs (or settled shares) restricted until separation from Board

Insider Trades

Date	Form	Title	Transaction	Source
2025-05-15	Form 4	Director	Reported equity-related transaction (RSU/fee-linked; details in filing)

Note: Proxy discloses RSU unit balances under director plans; specific Form 4 grant share counts/prices should be referenced directly in the SEC filing above.

Governance Assessment

Board effectiveness: As Compensation Committee Chair, Lynn leads pay-for-performance oversight (rTSR PSUs, capped incentives, clawbacks) and succession/talent strategy, indicating strong governance emphasis on risk-balanced incentives and alignment .
Independence and engagement: Determined independent (including heightened standards), active across three committees; Compensation Committee met 7 times in 2024; attendance threshold met; strong governance practices (majority voting, independent committees, executive sessions) .
Alignment: Mandatory RSU deferral of ~68% of director fees, restrictions on hedging/pledging, and meaningful beneficial holdings/RSU units support shareholder alignment .
Conflicts and related-party exposure: Board reviewed director-affiliated relationships (including those of Ms. Vojvodich Radakovich) and found none material under independence standards; no pledging/hedging; no disclosed related-party transactions specific to her .
RED FLAGS: None evident specific to Lynn. Overboarding risk mitigated by Ford’s limits; she serves on two public boards and one private tech board, consistent with disclosed policies .