William Kennard

About William E. Kennard

Independent director at Ford since 2015; age 68. He currently chairs the Nominating & Governance Committee and serves on the Finance and Sustainability, Innovation & Policy Committees. His background spans public policy and private equity, including FCC Chair (1997–2001), U.S. Ambassador to the EU (2009–2013), and MD at The Carlyle Group (2001–2009). Current external roles include co‑founding partner at Astra Capital, operating executive board member at Staple Street Capital, and trustee of Yale University .

Past Roles

Organization	Role	Tenure	Committees/Impact
Federal Communications Commission (FCC)	Chairman	1997–2001	Led U.S. communications regulation during pivotal tech era
Federal Communications Commission (FCC)	General Counsel	1993–1997	Senior legal officer
U.S. Government	U.S. Ambassador to the European Union	2009–2013	Advanced trade/investment; reduced regulatory barriers
The Carlyle Group	Managing Director	2001–2009	Led telecom/media investments

External Roles

Organization	Role	Status/Tenure	Notes
Astra Capital Management	Co‑founding Partner	Since 2016	Private equity
Staple Street Capital	Operating Executive Board Member	Since 2013	Private equity
Yale University	Trustee	Current	Non‑profit governance
AT&T Inc.	Director	Current	Public company board
MetLife, Inc.	Director	Current	Public company board
Duke Energy Corporation	Director	Former (within past five years)	Public company board

Board Governance

Committee	Role	Meetings in 2024	Notes
Nominating & Governance	Chair	5	Committee comprised entirely of independent directors under NYSE/SEC standards
Finance	Member	4	Reviews capital allocation, risk, and treasury matters
Sustainability, Innovation & Policy	Member	4	Oversees product safety, E&S sustainability, innovation review

Independence: The Board determined Mr. Kennard is independent, including satisfying heightened SEC audit and NYSE compensation committee independence standards .
Attendance: Each incumbent nominee (including Mr. Kennard) attended at least 75% of combined Board/committee meetings in 2024; Board met 8 times (committee meetings: Audit 10, Compensation 7, Finance 4, Nominating & Governance 5, Sustainability 4) .
Annual meeting: All then‑current directors attended last year’s virtual annual meeting .
Executive sessions: Non‑employee directors meet in executive session without management at regularly scheduled meetings; independent directors meet periodically (at least annually) without management/non‑independent directors .
Lead Independent Director context: Board maintains a Lead Independent Director role (currently John L. Thornton) .

Fixed Compensation

Year	Fees Earned or Paid in Cash ($)	Stock Awards – RSUs ($)	Perqs/Evaluation Vehicles ($)	Tax Reimb. ($)	Life Ins. Premiums ($)	All Other Comp. ($)	Total ($)
2023	120,000	214,991	45,240	17,452	264	62,956	397,947
2024	120,000	214,991	46,911	17,512	264	64,687	399,678

Structure: Annual Board membership fee $315,000; Lead Independent Director fee $50,000; Audit Chair $30,000; Compensation Chair $25,000; other Committee Chair fees $20,000 (applies to Mr. Kennard as Nominating & Governance Chair) .
Delivery mix: Approximately 68% of annual Board fees are mandatorily paid in RSUs under the 2024 Plan; directors may elect to receive additional fees (including chair fees) in RSUs .

Performance Compensation

Plan Element	Performance Metric(s)	Vesting/Settlement	Notes
Director RSUs (2024 Plan)	None specified for directors (time‑based)	RSUs vest immediately; settlement timing elected (immediate; earlier of 5 years and separation; or separation)	Mandatory ~68% of annual Board fees paid in RSUs; sale/hedge/pledge of mandatory portion prohibited until separation; no minimum share ownership requirement for directors due to mandatory deferral .
Instruments allowed by Plan	RSUs, restricted stock, options, SARs	2024–2033 plan term	Board currently expects to grant RSUs only; max 50,000 shares per director per year .

Other Directorships & Interlocks

Company	Role	Status	Potential Interlock Considerations
AT&T Inc.	Director	Current	Board independence review considered transactions with companies where directors are affiliated (including Mr. Kennard); none deemed material under Ford’s independence standards .
MetLife, Inc.	Director	Current	See above independence determination .
Duke Energy Corporation	Director	Former (within 5 years)	Former public board seat .

Expertise & Qualifications

Public policy and regulatory expertise: Former FCC Chair and General Counsel; deep understanding of regulatory landscapes affecting technology and communications .
International trade and diplomacy: Former U.S. Ambassador to the EU; experience eliminating regulatory barriers to commerce and promoting transatlantic trade/investment .
Private equity and capital allocation: Co‑founding partner at Astra Capital; former Carlyle MD leading telecom/media investments; contributes risk management and investment oversight skills .
Board rationale: Business expertise, risk management, and regulatory insight aligned with Ford’s strategy, especially in software and digital services .

Equity Ownership

Item	Amount/Status
Ford Common Stock (as of Feb 1, 2025)	242,201 shares
RSUs under 2014 Director Plan	224,358 units included in amounts shown
RSUs under 2024 Director Plan	17,843 units included in amounts shown
Ownership as % of Outstanding	Each director <0.14% of Ford common stock (Mr. Kennard below this threshold)
Pledging/Hedging	No director or executive officer had pledged or hedged common stock
Director Ownership Policy	No minimum share ownership requirement for directors given mandatory ~68% RSU deferral; mandatory portion may not be sold/hedged/pledged until separation

Governance Assessment

Strengths
- Independent director with 10 years of service, chairing the Nominating & Governance Committee; committee fully independent under NYSE/SEC standards .
- Attendance: At least 75% of combined Board/committee meetings in 2024; all directors attended the annual meeting, signaling engagement .
- Alignment: Mandatory equity (≈68% of annual fees) via RSUs with restrictions on sale/hedging/pledging until separation enhances alignment with shareholders .
- No pledging/hedging of Ford stock; Board annually assesses independence and reaffirmed independence, including heightened standards for audit and compensation committees .
Watch items / potential conflicts
- External public company directorships (AT&T, MetLife) and private equity affiliations: Ford disclosed it considered transactions with companies affiliated with certain directors (including Mr. Kennard) and found no material relationships under its independence standards; continued monitoring appropriate .
- Director ownership guidelines: No minimum ownership requirement for directors (offset by mandatory RSU deferral and disposal restrictions) .
- Overboarding policy exists at Ford; Mr. Kennard serves on two other public company boards in addition to Ford; Ford limits outside boards as a governance practice .