James Farley Jr

About James Duncan Farley, Jr.

James Duncan Farley, Jr. is President and Chief Executive Officer of Ford Motor Company and has served on Harley-Davidson’s Board since 2021; he is age 62 and is deemed independent under NYSE rules . He holds a B.A. in economics from Georgetown University and an M.B.A. from UCLA Anderson School of Management . At Ford, he became CEO in October 2020 after roles including COO (2020), President of New Businesses, Technology & Strategy (2019–2020), EVP & President, Global Markets (2017–2019), and EVP & President, Europe/Middle East/Africa (2015–2017), among other senior posts . He also serves on Ford’s Board of Directors .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit and Finance Committee (member) and Nominating & Corporate Governance Committee (member) .
• Chair roles: None (A&F Chair is Troy Alstead; NCGC Chair is Allan Golston) .
• Audit Committee financial expert: The Board determined Messrs. Alstead, Farley, and Golston are audit committee financial experts under SEC rules .
• Independence: Board determined he is independent under NYSE rules; nine of ten nominees are independent .
• Attendance: All director nominees attended at least 75% of Board and committee meetings in 2024; the Board met six times, and executive sessions of independent directors occurred each regular quarterly meeting .
• Committee cadence: Audit & Finance Committee met 11 times in 2024; Nominating & Corporate Governance Committee met 4 times in 2024 .

Committee responsibilities (relevance to Farley’s oversight)

• Audit & Finance Committee: Oversight of financial reporting, internal controls, enterprise risk and cybersecurity, independent auditor, capital structure, liquidity/hedging; management reports quarterly on cybersecurity .
• Nominating & Corporate Governance Committee: Board composition, performance reviews, conflicts review, Code of Conduct oversight, Presiding Director appointments, and trading/hedging policies for directors .

Fixed Compensation (Non-Employee Director – 2024)

Under the Director Stock Plan, non-employee directors may elect to receive 0%, 50%, or 100% of the annual retainer in shares; if no election is made, default is 50% in stock; deferral is also permitted; shares are transferred the first business day after the annual meeting .

Performance Compensation (Director Equity and Features)

Note: Director equity is time-based (no performance metrics); HOG’s director equity design emphasizes alignment and ownership, not performance formulae .

Other Directorships & Interlocks

• Conflict controls: CEO/Director conflicts escalate to the Chief Legal Officer and potentially to NCGC; waivers must be disclosed; NCGC members recuse where relevant .
• 2024 related-party check: HOG reported no transactions with directors requiring disclosure; the only disclosed review involved another director’s company (Waste Management) and was deemed immaterial under NYSE thresholds .

Expertise & Qualifications

• Executive leadership across automotive manufacturing and supply chain management, relevant to HOG’s production and logistics oversight .
• Strategic transformation experience focused on new products, brand strength, and profitable growth .
• Public company leadership/board experience providing insights into strategy and shareholder value creation .

Equity Ownership

Governance Assessment

• Strengths: Independent director; dual committee service (Audit & Finance; Nominating & Corporate Governance); designated audit committee financial expert; broad manufacturing/operations and strategic leadership background; attendance at/above Board standard (≥75% threshold met for all nominees) .
• Alignment signals: Elected to take $57,500 of fees in HOG stock; annual DSU grant of $145,000; robust stock ownership guidelines (5× retainer) and prohibition on hedging/pledging .
• Risk/Red flags: None disclosed specific to Farley; HOG reports no director-related party transactions in 2024 and maintains an explicit conflict process; Board highlights that no director serves on an excessive number of boards; independence affirmed .
• Engagement & oversight: Executive sessions each regular quarterly meeting; A&F met 11× in 2024 with explicit enterprise risk and cybersecurity oversight; NCGC met 4× and oversees conflicts/trading policies for directors .

Appendix: Director Compensation Table Extract (2024)

Portion of fees received in stock (director election): $57,500 . Annual director DSU grant policy/value and approx. units: $145,000; ~4,095 DSUs; immediate vesting . Annual director retainer $110,000; A&F member fee $5,000 . Annual non-employee director compensation cap $1,000,000 .