Steven Croley

About 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

External Roles

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.

• 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 .

• 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 .

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 .