William Helman IV

About William W. Helman IV

William W. Helman IV is an independent director of Ford Motor Company (F), serving since 2011; he is 66 years old and a General Partner at Greylock Partners, with prior service as Managing Partner from 1999–2013 . At Ford, he chairs the Sustainability, Innovation and Policy Committee and serves on the Finance and Nominating & Governance Committees, bringing deep technology investing, risk management, and sustainability oversight expertise . He also serves on the Board of Trustees of Vornado Realty Trust, adding external real estate and governance experience .

Past Roles

Organization	Role	Tenure	Committees/Impact
Greylock Partners	General Partner; Managing Partner	GP since 1984; Managing Partner 1999–2013	Led and evaluated early-stage technology investments; perspective aligned with Ford’s connectivity/mobility focus .
Equal Opportunity Ventures	Founder & Chairman	Not disclosed	Focus on products/services addressing income inequality and social mobility; informs sustainability and stakeholder perspectives .

External Roles

Organization	Role	Tenure	Public/Private	Notes
Vornado Realty Trust	Board of Trustees	Current	Public	Current public company directorship; adds real estate and governance perspective .
Equal Opportunity Ventures	Founder & Chairman	Current	Private	Founder-lead; mission-driven lens on social mobility .

Board Governance

Committee assignments: Chair, Sustainability, Innovation and Policy (SIP); Member, Finance; Member, Nominating & Governance .
Independence: The Board determined Helman is independent; he also meets heightened SEC audit committee and NYSE compensation committee independence standards (even if not currently on those committees) .
Attendance: Each incumbent nominee attended at least 75% of combined Board and committee meetings during periods served in 2024; all directors attended the 2024 virtual annual meeting .
Board and committee activity (2024): Board met 8 times; Audit 10; Compensation, Talent & Culture 7; Finance 4; Nominating & Governance 5; Sustainability, Innovation & Policy 4 .
Governance practices: Majority vote standard, annual election of directors, Lead Independent Director, independent committees, regular self-evaluations, director RSU deferral, and overboarding limits .

Fixed Compensation

Component	Amount/Terms	2024 Helman ($)
Annual Board membership fee	$315,000; ~68% mandatorily deferred into RSUs under 2024 Plan; remaining portion payable in cash or RSUs at director election .	Mix reflected below
Committee chair fee (SIP)	$20,000 (other committee chair fee) .	Included in cash/RSU mix
Lead Independent Director fee	$50,000 (not applicable to Helman) .	N/A
Audit Chair	$30,000 (not applicable to Helman) .	N/A
Compensation Chair	$25,000 (not applicable to Helman) .	N/A
Perquisites	Evaluation vehicle program (up to two vehicles), gifts, healthcare premiums; tax reimbursements may apply .	See below

Director Compensation in 2024 (Helman-specific):

Metric	Value
Fees Earned or Paid in Cash ($)	$120,000
Stock Awards ($)	$214,991 (RSUs tied to mandatory deferral under 2024 Plan)
Perquisites/Evaluation Vehicles ($)	$9,571
Tax Reimbursement ($)	$8,549
Life Insurance Premiums ($)	— (none reported)
All Other Compensation ($)	$18,120
Total ($)	$353,111

Structural alignment features:

Approximately 68% of annual Board fees are mandatorily deferred into RSUs; RSUs vest immediately, with settlement timing elections; directors may not sell/hedge/pledge the mandatory portion until separation, and there is no minimum share ownership requirement due to deferral and disposal restrictions .

Performance Compensation

Performance Metric	Applies to Non-Employee Directors?	Notes
Financial/operational targets (e.g., revenue, EBITDA)	No	Non-employee director compensation consists of retainer and RSU settlement of fees; no disclosed performance-based equity for directors .
Options/PSUs	Not disclosed for directors	2024 Plan description for directors centers on RSUs tied to fee deferral; options have not been granted since 2020 in the executive LTIP context, not in director plan .

Ford’s 2024 director compensation program is retainer-based with RSU settlement mechanics; no director-specific performance metrics are disclosed .

Other Directorships & Interlocks

Company	Overlap/Interlock	Risk Consideration
Vornado Realty Trust (Public)	None disclosed with Ford relationships	Board independence affirmed; no related-person transactions involving Helman disclosed .

Ford governance policies limit outside public boards (“overboarding”), mitigating time-commitment risks; specific numerical limits are not detailed in the proxy .

Expertise & Qualifications

Venture capital and technology investing experience (enterprise software, consumer internet) contributes to Ford’s adoption of new technologies and mobility solutions .
Skills matrix indicates Helman brings Finance, Technology, Risk Management, and Sustainability expertise to the Board .
Reasons for nomination emphasize insights into connectivity and mobility technologies and social media marketing relevance to Ford’s strategy .

Equity Ownership

Holder	Ford Common Stock	Common Stock Units	Ford Class B Stock	Notes
William W. Helman IV	271,217 shares	52,376 units	—	No director or executive officer pledged or hedged Ford common stock; no director held >0.14% of outstanding common shares as of Feb 1, 2025 .

Director stock ownership structure:

Mandatory RSU deferral and disposal restrictions apply; dividend equivalents paid as additional RSUs if unsettled; if shares are settled, dividends must be reinvested until separation .

Governance Assessment

Strengths

Independent director with multi-committee service; chairs SIP Committee overseeing strategic sustainability, innovation, and policy issues critical to Ford’s risk profile and stakeholder expectations .
Strong alignment via mandatory RSU deferral (~68% of fees) and prohibition on selling/hedging/pledging the mandatory portion until separation .
Board-level independence affirmed; compliance with heightened SEC/NYSE standards; no related-person transactions involving Helman disclosed .
Attendance and engagement indicators are positive (≥75% attendance; full annual meeting participation) .

Watch Items

Perquisites and tax reimbursements are part of director compensation (evaluation vehicles, gifts, healthcare premiums); while modest in scale, continued scrutiny is warranted to avoid perception of excessive benefits relative to pay-for-governance principles .
Overboarding policy exists; continued monitoring of external commitments (currently Vornado) ensures adequate capacity for Ford oversight; specific numerical limits are not disclosed in proxy .

Implications for Investor Confidence

Helman’s technology investing background and SIP leadership align with Ford’s transformation (software, sustainability, policy risk), supporting effective Board oversight in high-impact areas .
The director compensation structure emphasizes equity-linked alignment rather than performance-linked pay, which suits non-executive governance roles but provides limited direct pay-for-performance signaling; however, RSU deferral and disposal restrictions strengthen long-term alignment .