Steven Croley
FORD MOTORAbout Steven Croley
Steven P. Croley is Ford’s Chief Policy Officer and General Counsel, a role he has held since July 2021. He was 59 years old as of February 1, 2025 . Prior to Ford, he was a partner at Latham & Watkins (2017–2021) and served as General Counsel of the U.S. Department of Energy (2014–2017) . During his tenure, Ford recorded 2024 revenue of $185 billion (+5% YoY) and delivered EBIT of about $10.2 billion, while the company’s 2024 annual bonus plan paid at a 69% business performance factor, reflecting shortfalls (notably in quality) against plan metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ford Motor Company | Chief Policy Officer and General Counsel | Jul 2021 – Present | Oversees global policy and legal; sits among executive officers listed by the company . |
| Latham & Watkins (Washington, D.C.) | Partner | 2017 – 2021 | Senior legal practice experience prior to joining Ford . |
| U.S. Department of Energy | General Counsel | 2014 – 2017 | Led DOE legal function; federal regulatory and policy expertise relevant to Ford’s sustainability and regulatory environment . |
External Roles
| Organization | Capacity | Years | Notes |
|---|---|---|---|
| Latham & Watkins | Partner | 2017 – 2021 | Private practice (pre-Ford) . |
| U.S. Department of Energy | General Counsel | 2014 – 2017 | Federal agency leadership role . |
Fixed Compensation
- Not disclosed for Croley. Ford’s proxy discloses detailed compensation only for the “Named Executives” (NEOs), and Croley is not listed among the 2024 NEOs; therefore his base salary, target bonus and actual bonus are not itemized in the proxy tables .
Performance Compensation
Ford’s executive programs (applicable to officers) emphasize performance alignment; design details and 2024 outcomes are below.
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Annual Performance Bonus Plan (company-wide design for executives)
- 2024 metrics: Company Adjusted EBIT Margin; Quality (Repairs/1,000 in first 90 days); Global EV Retail Volume; Connected Services Revenue .
- 2024 business performance factor (company result applied within individual determinations): 69% .
- Plan mechanics: capped at 200% for maximum achievement; zero payout if below minimum thresholds .
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Long-Term Incentive (LTI) Program
- Award types: RSUs (time-vested) and PSUs; options have not been granted since 2020 .
- RSUs: vest ratably over three years .
- PSUs: for 2024 grants, 100% based on 3-year relative TSR versus an auto OEM peer set; payout range 0%–200% of target .
- Double-trigger change-in-control protection applies to equity grants .
| Incentive Type | Metric(s) | Weighting | 2024 Target | 2024 Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Bonus | Adjusted EBIT Margin; Quality; Global EV Retail Volume; Connected Services Revenue | Not separately disclosed in excerpt | Company-set per plan | 69% business performance factor (company) | Cash paid after year-end per plan |
| PSU (2024 grant) | Relative TSR vs auto peers | 100% | Target TSR vs peer set | 0%–200% final payout range (performance-period result dependent) | 3-year performance period; shares settle after period |
| RSU | Time-based | N/A | N/A | N/A | Vests ratably over 3 years |
Equity Ownership & Alignment
- Initial ownership on joining: Croley reported no beneficial ownership upon appointment in July 2021 (Form 3) .
- Pledging/hedging: Ford states no director or executive officer had pledged common stock; officers are prohibited from hedging and face strict limits on pledging (only above guideline holdings and with CEO/OGC pre-approval) .
- Stock ownership guidelines: Ford imposes officer-level ownership requirements; all NEOs were compliant at 12/31/2024. Guidelines count directly/indirectly owned shares and RSUs (excluding options and unearned PSUs) .
- Option usage: Company has not granted stock options since 2020, reducing potential forced-exercise pressures and repricing risks .
Employment Terms
- Role and tenure: Chief Policy Officer and General Counsel since July 2021; elected among executive officers by the Board per by-laws .
- Change-in-control: Equity grants include double-trigger CIC provisions; time-based RSUs vest ratably; PSUs measure 3-year rTSR .
- Clawback: Incentive grants include clawback provisions, aligning with governance best practices .
- Hedging/pledging restrictions: Officers cannot hedge Ford stock; pledging is restricted as described above .
- Retirement/severance framework: Ford maintains legacy DB plans (GRP/DB SERP/BEP-GRP/ESAP) and DC-oriented FRP/DC SERP structures; executives hired on/after 1/1/2004 are offered FRP/DC SERP rather than DB plans. Plan eligibility is governed by plan terms and hire dates; company-level descriptions are disclosed (not individual participation) .
Risk Indicators & Governance Notes
- Say-on-pay support and oversight: Ford emphasizes pay-for-performance, independent compensation consultants, capped payouts, clawbacks, and stock ownership guidelines; say-on-pay has been “consistently supported” in recent years .
- Compensation risk assessment: Committee concludes programs balance risk and reward and do not encourage excessive risk-taking .
- No pledging/hedging by executives: Reduces misalignment or forced-selling risks .
Investment Implications
- Alignment: Croley’s incentives are governed by the same enterprise frameworks as other officers—annual bonuses tied to financial/operational milestones (including quality, EV adoption, services revenue) and LTI heavily weighted to 3-year relative TSR—indicating strong linkage to Ford+ execution and shareholder value creation .
- Selling pressure: Absence of stock options since 2020 and company-wide prohibition on hedging plus stringent pledging limits reduce mechanical selling/derisking pressures that can distort insider trading signals .
- Retention: Three-year RSU vesting, three-year PSU performance periods, double-trigger CIC, and stock ownership guidelines promote multi-year retention and alignment, though individual severance/contract specifics for Croley are not disclosed (non-NEO) .
- 2024 payouts signal: The 69% business performance factor for 2024 bonuses highlights accountability to quality and profitability; it likely dampened cash bonus outcomes and underscores management’s sensitivity to execution risk on quality, EV economics, and connected services scale-up .