Michael Amend

About Michael Amend

Michael Amend joined Ford Motor Company on September 13, 2021 as Chief Digital and Information Officer; effective March 1, 2022, his title was updated to Chief Enterprise Technology Officer, reflecting leadership of Ford’s enterprise technology transformation. In October 2024, he was additionally tasked to lead Ford Integrated Services on an interim basis following the resignation of its president, expanding his remit across software-enabled services and customer experience platforms . During his tenure window, Ford’s pay-versus-performance disclosures show TSR value of a fixed $100 investment of 228 (2021), 132 (2022), 153 (2023), and 133 (2024), alongside Net Income of $17,937M (2021), $(1,981)M (2022), $4,347M (2023), and $5,879M (2024), and Company Adjusted EBIT margin of 7.3%, 6.6%, 5.9%, and 5.5%, respectively . These outcomes frame the operating backdrop against which his incentive compensation and equity awards were set and realized .

Past Roles

Organization	Role	Years	Strategic Impact
Ford Motor Company	Chief Digital & Information Officer	2021–2022	Hired to translate customer needs into software solutions and lead technology transformation .
Ford Motor Company	Chief Enterprise Technology Officer	2022–present	Leads enterprise technology as part of Ford’s transformation agenda .
Ford Motor Company	Interim Lead, Ford Integrated Services	2024–2024	Took interim leadership of Ford Integrated Services following executive departure .

External Roles

No public-company directorships or committee roles for Mr. Amend were disclosed in the proxy statements reviewed .

Fixed Compensation

Year	Base Salary (Rate)	Base Salary (Paid)	Target Bonus ($)	Actual Bonus Paid ($)	Notes
2021	$750,000	$227,275	$608,000	$218,880	Salary and bonus pro-rated for partial-year service; bonus used a 108% business performance factor and 100% individual factor .

Performance Compensation

Annual Cash Incentive (Incentive Bonus Plan)

Year	Metrics	Business Factor	Individual Factor	Target ($)	Payout ($)	Commentary
2021	Company Adjusted EBIT, Company Adjusted Free Cash Flow, Company Revenue, Quality	108%	100%	$202,667	$218,880	Committee reduced the achieved factor (135%) to 108% for corporate officers to align with broader salaried plan; Amend’s target pro-rated .

Long-Term Incentives and Special Awards

Award Type	Grant/Plan Year	Grant Date	Grant Value	Structure / Vesting	Notes
Signing RSUs (Time-Based Units)	2021	Nov 15, 2021	$11,500,000	33% vested immediately (11/15/2021), 33% on 11/15/2022, 34% on 11/15/2023	Inducement award to offset forfeited equity from prior employer .
Annual Equity Program Eligibility	2022 plan year onward	—	$2,200,000 (planning value)	Mix under Ford’s annual equity program (typically PSUs/RSUs)	No 2021 annual equity grant; eligibility begins 2022 .
Stock/Option Awards Vested/Exercised	2021	2021	—	191,087 shares vested; value realized $3,794,988	Reflects vesting of RSUs in 2021; no options exercised by Amend in 2021 .

PSU program design reference (context): Ford’s 2019 Performance Units weighted 75% financial metrics and 25% relative TSR; overall payout for that cycle was 64%, but Amend was not a participant in the 2019 grant .

Equity Ownership & Alignment

As-of Date	Total Beneficial Ownership (Common)	RSUs Counted Within Ownership	Ownership Guidelines	Compliance/Restrictions	Hedging/Pledging
Feb 1, 2022	501,400 shares	387,966 units	Chief Enterprise Technology Officer: 2x base salary; 5 years to comply	Effective Jan 1, 2022, executives may not sell if doing so would drop below guideline; NEOs were in compliance at 12/31/2021	Officers are prohibited from hedging; pledging is limited per policy .

Dividend equivalents accrue on unvested RSUs/PSUs and are paid in cash upon vesting/final award for NEOs, subject to the same performance factor (for PSUs) .

Employment Terms

Item	Terms
Employment Agreement	Dated August 16, 2021; role commenced September 13, 2021; title updated March 1, 2022 .
Severance (First 2 Years)	If terminated without cause, or upon change-in-control with resignation for good reason: 1x base salary plus 1x annual bonus target; contingent on a two-year non-compete and release .
Potential Payments (Illustrative, 2021 tables)	Change in Control: Base $750,000 + Bonus $608,000 = $1,358,000; Involuntary Not for Cause: same totals; other equity line-items = $0 for Amend given no PSU/options in 2021 .
Equity Vesting on CIC	Ford equity grants apply double-trigger CIC provisions; unvested RSUs/PSUs generally addressed per plan terms (replace/accelerate depending on conditions) .
Clawbacks	SEC-compliant Financial Restatement Recoupment (excess incentive-based comp) and Misconduct Recoupment (non-compete breach, misconduct causing restatement, ethical/criminal violations), applicable to Section 16 officers .
Deferred Compensation	2021: Company contributions $24,100; year-end aggregate balance $24,509 under DC SERP/BEP plans .

Compensation Structure Analysis

High initial equity inducement with short vesting cadence (33% immediate, then 1 and 2 years) creates discrete vest events (Nov 2022 and Nov 2023) that may elevate potential selling pressure, although Ford’s ownership retention rule (no sales below guideline) mitigates forced selling and aligns retention across the first five years .
Cash pay in 2021 was modest versus equity-heavy mix (sign-on RSUs), tightly linking wealth outcomes to stock performance and vesting; no options were granted to Amend in 2021, indicating lower leverage versus options but clearer value certainty via RSUs .
Annual LTI eligibility from 2022 (planning value $2.2M) moves toward standard Ford mix emphasizing PSUs tied to multi-year financial metrics and rTSR, reinforcing pay-for-performance alignment beyond the initial inducement period .

Performance & Track Record

Year	TSR – $100 Base	Peer TSR – $100 Base	Net Income ($M)	Company Adjusted EBIT Margin (%)
2021	228	188	17,937	7.3
2022	132	128	(1,981)	6.6
2023	153	170	4,347	5.9
2024	133	183	5,879	5.5

Context: Mr. Amend’s tenure spans a period of elevated strategic investment and mixed TSR outcomes. Pay structures (PSUs/RSUs) and clawbacks aim to align outcomes with these performance trajectories .

Risk Indicators & Red Flags

Hedging prohibited and pledging limited; no Amend-specific pledging disclosed in reviewed filings .
Clawback policies strengthened in 2023–2024 to comply with SEC rules and cover misconduct scenarios; mitigates incentive risk-taking .
No related-party transactions or legal proceedings involving Mr. Amend were identified in the sections reviewed. If present, they would be disclosed in the proxy’s related party or director/officer sections (none located for Amend in retrieved excerpts) .

Investment Implications

Near-term selling pressure from inducement RSU vesting has passed (Nov 2022, Nov 2023), reducing mechanical overhang; retention requirements likely limited discretionary selling below guideline levels, aligning with shareholders through the initial five-year window .
With annual LTI eligibility from 2022, ongoing equity mix should skew to PSUs with multi-year metrics (Adjusted EBIT, FCF, rTSR), linking Amend’s realized comp to execution of Ford’s software and services strategy; clawback overlays further de-risk payouts .
Severance economics are modest (1x salary+target bonus during first two years), with a two-year non-compete, limiting change-in-control windfalls and tempering retention risk post-initial period; overall alignment appears reasonable given role scope and performance backdrop .