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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Ford Motor Company

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ

 

No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
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Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
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Table of Contents

Notice of 2014 Annual Meeting
of Shareholders and Proxy Statement

Ford Motor Company

GRAPHIC

Thursday, May 8, 2014 at 8:30 a.m., Eastern Time
Hotel du Pont, 11th and Market Streets, Wilmington, Delaware 19801


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GRAPHIC
  Ford Motor Company
One American Road
Dearborn, Michigan 48126-2798

GRAPHIC

Dear Shareholders:

It is my pleasure to inform you that our 2014 annual meeting of shareholders will be held at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, on Thursday, May 8, 2014. As we prepare for the annual meeting, it is appropriate to share with you my thoughts on our performance of the past year and our expectations for 2014.

In 2013, Ford Motor Company continued to go further to meet the needs of our customers, the challenges of our industry and the issues confronting our world. Our efforts produced one of the best full-year pre-tax operating profits in our history and our fourth consecutive year of pre-tax profit of $8 billion or higher. We also produced record Automotive operating-related cash flow. We will continue upgrading our product line in all our markets around the world and investing for growth in Asia Pacific. Our European transformation is taking hold, and we are on track to return to profitability in 2015.

2013 also marked several significant milestones for Ford, including Henry Ford's 150th birthday and the 100th Anniversary of the moving assembly line, perhaps his greatest innovation. That innovative spirit continues with our commitment to create a better world through our sustainability goals, such as reducing energy consumption per vehicle produced by 25% between 2011 and 2016; cutting waste by 40% between 2011 and 2016; reducing water usage by 30% through 2015; and eliminating CO2 emissions by 30% per vehicle between 2010 and 2025.

A great standard-bearer of our innovative spirit was my father, William Clay Ford, who passed away on March 8, 2014. My father served our Company for 57 years as an employee and board member and eight years as our Director Emeritus. Directly linked to our past, he maintained and strengthened our heritage as a family company while helping to guide us into the modern era. He was a wonderful father, a great leader and a highly respected man, who will continue to inspire us as we move forward.

Our plan is to continue serving our customers in all markets around the world with a full family of vehicles — small, medium and large; cars, utilities and trucks — with the very best quality, fuel efficiency, safety, smart design and value — built on global platforms. This laser-focus will help us toward our goal of increased global sales and market share, as well as support our ongoing commitment to reducing the environmental impact of our vehicles and operations.

We have a great plan and outstanding leadership. Thank you for your continued support.

March 28, 2014

   
GRAPHIC

 

 

William Clay Ford, Jr.
Chairman of the Board

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GRAPHIC


NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF FORD MOTOR COMPANY

Thursday, May 8, 2014
8:30 a.m., Eastern Time
Hotel du Pont, 11th and Market Streets, Wilmington, Delaware

The annual meeting will begin promptly at 8:30 a.m., Eastern Time. If you plan to attend the meeting, please see the instructions on page 6 of the attached Proxy Statement.

Items of Business:

1.
The election of the 16 director nominees named in the Proxy Statement.

2.
The ratification of the selection of PricewaterhouseCoopers LLP as Ford's independent registered public accounting firm for 2014.

3.
A non-binding shareholder advisory vote to approve the compensation of the Named Executives.

4.
Approval of the 2014 Stock Plan for Non-Employee Directors.

5.
Consideration of the two shareholder proposals set forth in the Proxy Statement.

You can vote if you were a shareholder of record at the close of business on March 12, 2014.

Please read these materials so that you'll know what we plan to do at the meeting. Also, please either sign and return the accompanying proxy card in the postage-paid envelope or instruct us by telephone or via the Internet as to how you would like your shares voted. This way, your shares will be voted as you direct even if you can't attend the meeting. Instructions on how to vote your shares by telephone or via the Internet are on the proxy card enclosed with the Proxy Statement.

Shareholders are being notified of the Proxy Statement and the form of proxy beginning March 28, 2014.

March 28, 2014

Dearborn, Michigan

GRAPHIC

Bradley M. Gayton
Secretary

We urge each shareowner to promptly sign and return the enclosed proxy card or to use telephone or Internet voting. See our questions and answers about the meeting and voting section for information about voting by telephone or Internet, how to revoke a proxy, and how to vote shares in person.

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Defined Terms

"Annual Incentive Compensation Plan" or "Incentive Bonus Plan" means Ford's Annual Incentive Compensation Plan.

"Class B Stock" means Ford's Class B Stock.

"Deferred Compensation Plan" means Ford's Deferred Compensation Plan.

"Dividend Equivalent" means cash or shares of common stock (or common stock units) equal in value to dividends, if any, paid on shares of common stock.

"Final Award" means shares of common stock, Restricted Stock Units, and cash awarded by the Compensation Committee under a Performance Unit.

"Ford" or "we" or "Company" means Ford Motor Company.

"Long-Term Incentive Plan" means Ford's 1998 or 2008 Long-Term Incentive Plan.

"Named Executives" means the executives named in the Summary Compensation Table on p. 64.

"NYSE" means the New York Stock Exchange LLC.

"Performance Unit" means, under the Long-Term Incentive Plan, an award of the right to earn up to a certain number of shares of common stock, Restricted Stock Units, or cash, or a combination of cash and shares of common stock or Restricted Stock Units, based on performance against specified goals established by the Compensation Committee.

"Restricted Stock Unit" means, under the Long-Term Incentive Plan, the right to receive a share of common stock, or cash equivalent to the value of a share of common stock, when the restriction period ends, as determined by the Compensation Committee.

"SEC" means the United States Securities and Exchange Commission.

"Senior Convertible Notes" means the Ford Motor Company 4.25% Senior Convertible Notes due 2036 and the Ford Motor Company 4.25% Senior Convertible Notes due 2016.

"1998 Plan" means Ford's 1998 Long-Term Incentive Plan.

"2008 Plan" means Ford's 2008 Long-Term Incentive Plan.

"2014 Plan" means the 2014 Stock Plan for Non-Employee Directors of Ford Motor Company.

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2014 Proxy Statement — Summary

  1

 

Questions and Answers About the Proxy Materials

  2

What is a proxy? What is a proxy statement?

  2

What is the purpose of the annual meeting?

  2

What is the record date and what does it mean?

  2

Who is entitled to vote at the annual meeting?

  2

What are the voting rights of the holders of common stock and Class B Stock?

  2

What is the difference between a shareholder of record and a "street name" holder?

  3

How do I vote my shares?

  3

Can I vote my shares in person at the annual meeting?

  3

Are votes confidential? Who counts the votes?

  4

What are my choices when voting and what are the Board's recommendations?

  4

What if I do not specify how I want my shares voted?

  5

Can I change my vote?

  5

What percentage of the vote is required for a proposal to be approved?

  6

How can I attend the annual meeting?

  6

Are there any rules regarding admission?

  6

Are there any other matters to be acted upon at the annual meeting?

  6

Electronic access to proxy materials and annual report

  7

 

Corporate Governance

  8

Corporate Governance Principles

  8

Corporate Governance Practices

  8

Leadership Structure

  9

Board Meetings, Composition & Committees

  9

Audit Committee

  11

Compensation Committee

  11

Finance Committee

  12

Nominating and Governance Committee

  12

Sustainability Committee

  12

Board's Role in Risk Management

  13

Independence of Directors and Relevant Facts and Circumstances

  16

Code of Ethics

  18

Communications with the Board and Annual Meeting Attendance

  18

Shareholder Engagement

  19

Beneficial Stock Ownership

  19

Section 16(a) Beneficial Ownership Reporting Compliance

  22

Certain Relationships and Related Transactions

  22

 

Proposal 1. Election of Directors

  25

Director Compensation

  35

 

Proposal 2. Ratification of Independent Registered Public Accounting Firm

  38

Audit Committee Report

  39

iii


 

Proposal 3. Approval of the Compensation of the Named Executives

  41

 

Executive Compensation

  42

Compensation Discussion and Analysis

  42

Executive Summary

  42

Named Executive Officers

  44

How We Determine Compensation

  45

What We Pay and Why We Pay It

  49

Annual Compensation

  50

Stock Ownership Goals

  59

Compensation Programs for 2014

  60

Retirement Plans

  61

Other Benefits and Perquisites

  62

Tax Considerations

  63

Compensation Committee Report

  63

Compensation Committee Interlocks and Insider Participation

  63

Compensation of Executive Officers

  64

 

Proposal 4. Approval of the 2014 Stock Plan for Non-Employee Directors

  81

 

Shareholder Proposals

  86

 

Proposal 5. Shareholder Proposal

  86

 

Proposal 6. Shareholder Proposal

  89

 

Other Items

  91

 

Directions to the Annual Meeting Site

  92

 

Appendix I

  I-1

 

Appendix II

  II-1

 

Appendix III

  III-1

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2014 Proxy Statement — Summary

The Board of Directors is soliciting proxies to be used at the annual meeting of shareholders to be held on Thursday, May 8, 2014, beginning at 8:30 a.m., Eastern Time, at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware. This Proxy Statement and the enclosed proxy are being made available to shareholders beginning March 28, 2014.

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

GENERAL INFORMATION


Meeting: Annual Meeting of Shareholders
Date: May 8, 2014
Time: 8:30 a.m., Eastern Time
Location: Hotel du Pont, 11th and Market Streets,
Wilmington, Delaware
Record Date: March 12, 2014

Stock Symbol: F
Exchange: NYSE
Common Stock Outstanding: 3.88 billion shares
Registrar & Transfer Agent: Computershare Trust Company, N.A.
State of Incorporation: Delaware
Year of Incorporation: 1903
Public Company Since: 1956

Corporate Headquarters: One American Road,
Dearborn, Michigan 48126
Corporate Website: www.corporate.ford.com
Annual Report: www.annualreport.ford.com

NAMED EXECUTIVE OFFICERS


Alan Mulally
Robert L. Shanks
William Clay Ford, Jr.
Mark Fields
Joseph R. Hinrichs

Change-In-Control Agreements: No
Stock Ownership Goals: Yes (p. 59)
Recoupment Policy: Yes (p. 14)

CORPORATE GOVERNANCE
(see pp. 8-24)


Election of Director Nominees: 16
    Stephen G. Butler (Independent)
    Kimberly A. Casiano (Independent)
    Anthony F. Earley, Jr. (Independent)
    Edsel B. Ford II (Consultant)
    William Clay Ford, Jr. (Management)
    Richard A. Gephardt (Independent)
    James P. Hackett (Independent)
    James H. Hance, Jr. (Independent)
    William W. Helman IV (Independent)
    Jon M. Huntsman, Jr. (Independent)
    John C. Lechleiter (Independent)
    Ellen R. Marram (Independent)
    Alan Mulally (Management)
    Homer A. Neal (Independent)
    Gerald L. Shaheen (Independent)
    John L. Thornton (Independent)
Director Term: One year
Director Election Standard: Majority
Board Meetings in 2013: 9
Standing Board Committees (Meetings in 2013):
Audit (11), Compensation (7), Finance (3),
Nominating and Governance (7), Sustainability (4)
Supermajority Voting Requirements: No
Corporate Governance Materials:
www.corporate.ford.com

OTHER ITEMS TO BE VOTED ON


Ratification of Appointment of Independent
    Registered Public Accounting Firm
    
(PricewaterhouseCoopers LLP) (pp. 38-40)
Advisory Vote to Approve Named Executive
    Officer Compensation
(pp. 41-80)
Approval of 2014 Stock Plan for Non-Employee Directors of Ford Motor Company
    
(pp. 81-85)
Shareholder Proposals (pp. 86-90):

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Questions and Answers About the Proxy Materials

WHAT IS A PROXY? WHAT IS A PROXY STATEMENT?


A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. A proxy statement is a document that SEC regulations require that we make available to you when we ask you to vote your stock at the annual meeting.

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?


At our annual meeting, shareholders will act upon the matters outlined in the notice of meeting, including the election of 16 director nominees, ratification of the selection of the Company's independent registered public accounting firm, a non-binding shareholder advisory vote to approve the compensation of the Named Executives, approval of the 2014 Plan, and consideration of two shareholder proposals, if presented at the meeting. Also, management will report on the state of the Company and respond to questions from shareholders.

WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?


The record date for the annual meeting is March 12, 2014. The record date is established by the Board of Directors as required by Delaware law. Holders of common stock and holders of Class B Stock at the close of business on the record date are entitled to receive notice of the meeting and to vote at the meeting and any adjournments or postponements of the meeting.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?


Holders of common stock and holders of Class B Stock at the close of business on the record date may vote at the meeting. Holders of Senior Convertible Notes cannot vote at this meeting.

On March 12, 2014, 3,881,659,802 shares of common stock and 70,852,076 shares of Class B Stock were outstanding and, thus, are eligible to be voted.

WHAT ARE THE VOTING RIGHTS OF THE HOLDERS OF COMMON STOCK AND CLASS B STOCK?


Holders of common stock and holders of Class B Stock will vote together without regard to class on the matters to be voted upon at the meeting. Holders of common stock have 60% of the general voting power. Holders of Class B Stock have the remaining 40% of the general voting power.

Each outstanding share of common stock will be entitled to one vote on each matter to be voted upon.

The number of votes for each share of Class B Stock is calculated each year in accordance with the Company's Restated Certificate of Incorporation. At this year's meeting, each outstanding share of Class B Stock will be entitled to 36.524 votes on each matter to be voted upon.

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Questions and Answers About the Proxy Materials

WHAT IS THE DIFFERENCE BETWEEN A SHAREHOLDER OF RECORD AND A "STREET NAME" HOLDER?


Shareholder of Record: If your shares are registered directly in your name with Computershare Trust Company, N.A., the Company's stock transfer agent, you are considered the shareholder of record, or a registered holder, with respect to those shares.

Street Name Holder: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of these shares, and your shares are held in "street name."

HOW DO I VOTE MY SHARES?


Shareholder of Record: If you are a shareholder of record, you can give a proxy to be voted at the meeting:

over the telephone;

using the Internet; or

by mailing in a proxy card.

The telephone and Internet voting procedures have been set up for your convenience and have been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly. If you are a shareholder of record and you would like to vote by telephone or the Internet, please refer to the specific instructions set forth on the enclosed proxy card. If you wish to vote using a paper format and you return your signed proxy to us before the annual meeting, we will vote your shares as you direct.

Employee Savings Plan Participant: If you are a Company employee or retiree participating in either of the Company's Savings and Stock Investment Plan for Salaried Employees or Tax-Efficient Savings Plan for Hourly Employees, then you may be receiving this material because of shares held for you in those plans. In that case, you may use a proxy card to instruct the plan trustee on how to vote those shares. The trustee will vote the shares in accordance with your instructions and the terms of the plan. If you hold shares in any of these plans, the trustee will vote the shares held for you even if you do not direct the trustee how to vote. In these cases, the trustee will vote any shares for which the trustee does not receive instructions in the same proportion as the trustee votes the shares for which the trustee does receive instructions unless otherwise required by ERISA as determined by the investment manager. To allow sufficient time for voting by trustees and administrators of the plans, your voting instructions must be received by 11:59 p.m., Eastern Time, May 5, 2014.

Street Name Holder: If you hold your shares in "street name," you must vote your shares in the manner prescribed by your broker or nominee. Your broker or nominee has enclosed, or explained how you can access, a voting instruction card for you to use in directing the broker or nominee how to vote your shares.

CAN I VOTE MY SHARES IN PERSON AT THE ANNUAL MEETING?


Shareholder of Record: If you are a shareholder of record, you may vote your shares at the meeting by completing a ballot at the meeting. Even if you currently plan to attend the meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the meeting.

Employee Savings Plan Participant: If you hold shares in either of the Company's Savings and Stock Investment Plan for Salaried Employees or Tax-Efficient Savings Plan for Hourly Employees, you cannot vote at the meeting. Your shares will be voted by the trustee of those plans as described above.

Street Name Holder: If you are a "street name" holder, you may vote your shares in person only if you obtain a signed proxy from your broker or nominee giving you the right to vote the shares.

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Questions and Answers About the Proxy Materials

ARE VOTES CONFIDENTIAL? WHO COUNTS THE VOTES?


The votes of all shareholders will be held in confidence from directors, officers, and employees of the Company except: (a) as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company; (b) in case of a contested proxy solicitation; or (c) if a shareholder makes a written comment on the proxy card or otherwise communicates his or her vote to management. We will also continue, as we have for many years, to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results.

WHAT ARE MY CHOICES WHEN VOTING AND WHAT ARE THE BOARD'S RECOMMENDATIONS?


Proposals 1, 2, 3, and 4 will be presented at the meeting by management, and the rest are expected to be presented by shareholders.

Proposal
  Voting Choices and Board
Recommendation

 
1.   Election of director nominees (pp. 25-37)  

vote in favor of all nominees;

       

vote in favor of specific nominees;

       

vote against all nominees;

       

vote against specific nominees;

       

abstain from voting with respect to all nominees; or

       

abstain from voting with respect to specific nominees.


 

 

 

 

The Board recommends a vote FOR each of the nominees.
 
2.   Ratification of the independent registered public accounting firm (pp. 38-40)  

vote in favor of ratification of the independent registered public accounting firm;

       

vote against ratification of the independent registered public accounting firm; or

       

abstain from voting on ratification of the independent registered public accounting firm.


 

 

 

 

The Board recommends a vote FOR ratification of the independent registered public accounting firm.
 
3.   Approval, on an advisory basis, of the compensation of the Named Executives (pp. 41-80)  

vote in favor, on an advisory basis, of the compensation of the Named Executives;

vote against, on an advisory basis, the compensation of Named Executives; or

       

abstain from voting on the compensation of Named Executives.


 

 

 

 

The Board recommends a vote FOR, on an advisory basis, the compensation of the Named Executives.
 

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Questions and Answers About the Proxy Materials

Proposal
  Voting Choices and Board
Recommendation

 
4.   Approval of the 2014 Stock Plan for Non-Employee Directors (pp. 81-85)  

vote in favor of the 2014 Stock Plan for Non-Employee Directors;

       

vote against the 2014 Stock Plan for Non-Employee Directors; or

       

abstain from voting on the 2014 Stock Plan for Non-Employee Directors.


 

 

 

 

The Board recommends a vote FOR approval of the 2014 Stock Plan for Non-Employee Directors.
 
5.   Shareholder Proposal — Consideration of a recapitalization plan to provide that all of the Company's outstanding stock have one vote per share (pp. 86-88)  

vote in favor of shareholder Proposal 5;

vote against shareholder Proposal 5; or

abstain from voting on shareholder Proposal 5.

        The Board recommends a vote AGAINST Shareholder Proposal 5.
 
6.   Shareholder Proposal — Allow holders of 10% of outstanding common stock to call special meetings of shareholders (pp. 89-90)  

vote in favor of shareholder Proposal 6;

vote against shareholder Proposal 6; or

abstain from voting on shareholder Proposal 6.


 

 

 

 

The Board recommends a vote AGAINST Shareholder Proposal 6.
 

WHAT IF I DO NOT SPECIFY HOW I WANT MY SHARES VOTED?


If you do not specify on your proxy card (or when giving your proxy by telephone or the Internet) how you want to vote your shares, we will vote them:

FOR all of the director nominees (Proposal 1);

FOR ratifying the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014 (Proposal 2);

FOR, on an advisory basis, approval of the compensation of the Named Executives (Proposal 3);

FOR approval of the 2014 Stock Plan for Non-Employee Directors (Proposal 4); and

AGAINST the shareholder proposals (Proposals 5 and 6).

CAN I CHANGE MY VOTE?


Yes. You can revoke your proxy at any time before it is exercised in any of three ways:

by submitting written notice of revocation to the Secretary of the Company;

by submitting another proxy by telephone, via the Internet or by mail that is later dated and, if by mail, that is properly signed; or

if you are a shareholder of record or a "street name" holder, by voting in person at the meeting.

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Questions and Answers About the Proxy Materials

WHAT PERCENTAGE OF THE VOTE IS REQUIRED FOR A PROPOSAL TO BE APPROVED?


A majority of the votes that could be cast by shareholders who are either present in person or represented by proxy at the meeting is required to elect the nominees for director and to approve each proposal. The votes are computed for each share as described on p. 2.

The total number of votes that could be cast at the meeting is the number of votes actually cast plus the number of abstentions. Abstentions are counted as "shares present" at the meeting for purposes of determining whether a quorum exists and have the effect of a vote "against" any matter as to which they are specified.

Proxies submitted by brokers that do not indicate a vote for some or all of the proposals because they don't have discretionary voting authority and haven't received instructions as to how to vote on those proposals (so-called "broker non-votes") are not considered "shares present" and will not affect the outcome of the vote.

HOW CAN I ATTEND THE ANNUAL MEETING?


Shareholder of Record: If you plan to attend the annual meeting, please let us know by indicating so when you vote your shares. If you received a proxy card in the mail, please tear off the top portion where indicated and bring it with you to the meeting. If you received a Notice of Annual Meeting and vote your shares via the Internet, please print your ticket from the voting website. This portion of the card will serve as your ticket and will admit you and one guest.

Street Name Holder: If you plan to attend the annual meeting, tell your broker or nominee that you are planning to attend the meeting and would like a legal proxy. Then simply bring that form to the meeting and we'll give you a ticket at the door that will admit you and one guest. If you can't get a legal proxy in time, we can still give you a ticket at the door if you bring a copy of your brokerage account statement showing that you owned Ford stock as of the record date, March 12, 2014.

ARE THERE ANY RULES REGARDING ADMISSION?


Each shareholder and guest will be asked to present valid government-issued picture identification, such as a driver's license or passport, before being admitted to the meeting. Cameras and audio and video recording devices will not be permitted at the meeting and attendees will be subject to security inspections. We encourage you to leave any such items at home. We will not be responsible for any items checked at the door.

ARE THERE ANY OTHER MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING?


We do not know of any other matters to be presented or acted upon at the meeting. Under our By-Laws, no business besides that stated in the meeting notice may be transacted at any meeting of shareholders. If any other matter is presented at the meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

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Questions and Answers About the Proxy Materials

ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORT


This Proxy Statement and our 2013 Annual Report are available on our website at www.corporate.ford.com. Instead of receiving paper copies of next year's Proxy Statement and Annual Report by mail, you can elect to receive an e-mail message that will provide a link to those documents on the Internet. By opting to access your proxy materials via the Internet, you will:

Gain faster access to your proxy materials;

Save us the cost of producing and mailing documents to you;

Reduce the amount of mail you receive; and

Help preserve environmental resources.

Ford shareholders who have enrolled in the electronic access service previously will receive their materials online this year.

Shareholders of record may enroll in the electronic proxy and Annual Report access service for future Annual Meetings of Shareholders by registering online at www.eTree.com/ford. During 2013, 3,980 trees were planted as a result of shareholders enrolling in the electronic delivery program. Experts say 3,980 mature trees absorb 1 million pounds of CO2 annually and produce enough oxygen to support 8,000 humans. If you vote via the Internet, simply follow the prompts that will link you to that website. "Street name" shareholders who wish to enroll for electronic access may register for online delivery of materials by going to www.icsdelivery.com/live.

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Corporate Governance

Corporate Governance Principles


The Nominating and Governance Committee developed and recommended to the Board a set of corporate governance principles, which the Board adopted. Ford's Corporate Governance Principles may be found on its website at www.corporate.ford.com. These principles include: a limitation on the number of boards on which a director may serve, qualifications for directors (including a requirement that directors be prepared to resign from the Board in the event of any significant change in their personal circumstances that could affect the discharge of their responsibilities), director orientation, continuing education and a requirement that the Board and each of its Committees perform an annual self-evaluation. Shareholders may obtain a printed copy of the Company's Corporate Governance Principles by writing to our Shareholder Relations Department, Ford Motor Company, One American Road, Suite 1026, Dearborn, Michigan 48126-2798.

Corporate Governance Practices


Ford has a long history of operating under sound corporate governance practices, which is a critical element of our success in delivering our ONE Ford Plan, and creating profitable growth for all. The Board continuously reviews our governance practices, assesses the regulatory and legislative environment, and adopts governance practices that best serve the interest of Ford's stockholders including:

Annual Election of All Directors.

Majority Vote Standard. Each director must be elected by a majority of votes cast.

Independent Board. Our Board is comprised of 82% independent directors.

Presiding Independent Director. Ensures management is adequately addressing the matters identified by the Board.

Independent Board Committees. Each of the Audit, Compensation, and Nominating and Governance committees is comprised of independent directors.

Committee Charters. Each standing committee operates under a written charter that has been approved by the Board.

Independent Directors Meet Regularly Without Management, and Non-Independent Directors.

Regular Board and Committee Self-Evaluation Process. The Board and each committee evaluates its performance each year.

Mandatory Deferral of Compensation for Directors. 60% of annual director fees are mandatorily deferred into Ford common stock units until retirement, which strongly links the interests of the Board with those of shareholders.

Separate Chairman of the Board and CEO. The Board of Directors has chosen to separate the roles of CEO and Chairman of the Board of Directors.

Stock Ownership Goals for Executives. Significant stock ownership objectives strongly link the interests of management with those of stockholders.

Recoupment Policy. The Compensation Committee adopted a policy of recoupment of executive compensation in certain circumstances.

No Change-in-Control Agreements.

Confidential Voting.

Special Meetings. Shareholders have the right to call a special meeting.

Shareholders May Take Action by Written Consent.

Strong Codes of Ethics. Ford is committed to operating its business with the highest level of integrity and has adopted codes of ethics that apply to all employees, as well as the Board of Directors.

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Leadership Structure


Ford determines the most suitable leadership structure from time to time. At present, the Board of Directors has chosen to separate the roles of CEO and Chairman of the Board of Directors. Alan Mulally is our President and CEO and William Clay Ford, Jr., is Chairman of the Board of Directors as well as our Executive Chairman. We believe this structure is optimal for Ford at this time because it allows Mr. Mulally to focus on strategy and the implementation of our ONE Ford Plan, while allowing Mr. Ford to focus on leadership of the Board of Directors in addition to providing the Company with direction on Company-wide issues such as sustainability, personal mobility, and stakeholder relationships. Furthermore, the Board has appointed Ellen R. Marram as our Presiding Independent Director. We believe having a Presiding Independent Director is an important governance practice given that the Chairman of the Board, Mr. Ford, is not an independent director under our Corporate Governance Principles. The duties of the Presiding Independent Director include:

chairing the executive sessions of our independent directors;

advising on the selection of Board Committee Chairs; and

working with Mr. Ford and Mr. Mulally to ensure management is adequately addressing the matters identified by the Board.

This structure optimizes the roles of CEO, Chairman, and the Presiding Independent Director and provides Ford with sound corporate governance in the management of its business.

Board Meetings, Composition and Committees


Executive Sessions of Non-Employee Directors

Non-employee directors ordinarily meet in executive session without management present at most regularly scheduled Board meetings and may meet at other times at the discretion of the Presiding Independent Director or at the request of any non-employee director. Additionally, all of the independent directors meet periodically (at least annually) without management or non-independent directors present.

Composition of Board of Directors/Nominees

The Nominating and Governance Committee recommends the nominees for all directorships. The Committee also reviews and makes recommendations to the Board on matters such as the size and composition of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds. Between annual shareholder meetings, the Board may elect directors to vacant Board positions to serve until the next annual meeting.

In 2013, the Committee recommended that the size of the Board be expanded to seventeen directors given that certain directors are approaching, or have exceeded, the mandatory retirement age contained in our Corporate Governance Principles.

The Committee considers an appropriate mix of long-, medium-, and short-term tenured directors in its succession planning, particularly when it considers waiving the mandatory retirement age for directors. Although Mr. Gephardt has reached the retirement age of 72 years, the Board has waived the retirement age for him as permitted under our Corporate Governance Principles so that it may continue to avail itself of Mr. Gephardt's expertise in governmental relations matters, and to manage the succession planning of the Board's membership.

The Board believes that it has an appropriate mix of short- to medium-tenured directors as well as long-tenured directors that provide an excellent balance that enables the Board to benefit from fresh insights and historical perspective during its deliberations. In addition, the Board has managed succession planning effectively with strategic waivers of the mandatory retirement age where appropriate to maintain certain

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expertise while new directors supplement the Board structure.

The Board proposes to you a slate of nominees for election to the Board at the annual meeting. You may propose nominees (other than self-nominations) for consideration by the Committee by submitting the names, qualifications and other supporting information to: Secretary, Ford Motor Company, One American Road, Dearborn, MI 48126. Properly submitted recommendations must be received no later than November 28, 2014 to be considered by the Committee for inclusion in the following year's nominations for election to the Board. Your properly submitted candidates are evaluated in the same manner as those candidates recommended by other sources. All candidates are considered in light of the needs of the Board with due consideration given to the qualifications described on p. 25 under Election of Directors.

Board Committees

Only independent directors serve on the Audit, Compensation, and Nominating and Governance Committees, in accordance with the independence standards of the NYSE Listed Company rules and the Company's Corporate Governance Principles. The Board, and each committee of the Board, has the authority to engage independent consultants and advisors at the Company's expense.

The Company has published on its website (www.corporate.ford.com) the charter of each of the Audit, Compensation, Finance, Nominating and Governance, and Sustainability Committees of the Board. Printed copies of each of the committee charters are available by writing to our Shareholder Relations Department, Ford Motor Company, One American Road, Suite 1026, Dearborn, Michigan 48126-2798.

Board Committee Membership

                               

 

 

Director


    Audit

Compensation

Finance

Nominating
and
Governance



Sustainability

&zwsp;

 

 

Stephen G. Butler

  I   C           ü        

 

 

Kimberly A. Casiano

  I   ü           ü   ü   &zwsp;

 

 

Anthony F. Earley, Jr.

  I       ü       ü   ü    

 

 

Edsel B. Ford II

              ü       ü   &zwsp;

 

 

William Clay Ford, Jr.

              C       ü    

 

 

Richard A. Gephardt

  I               ü   ü   &zwsp;

 

 

James P. Hackett

  I               ü   ü    

 

 

James H. Hance, Jr.

  I   ü       ü   ü       &zwsp;

 

 

William W. Helman IV

  I           ü   ü   ü    

 

 

Jon M. Huntsman, Jr.

  I       ü       ü   ü   &zwsp;

 

 

John C. Lechleiter

  I       ü       ü        

 

 

Richard A. Manoogian*

  I       C       ü       &zwsp;

 

 

Ellen R. Marram

  PI       ü       ü   ü    

 

 

Alan Mulally

              ü           &zwsp;

 

 

Homer A. Neal

  I           ü   ü   C    

 

 

Gerald L. Shaheen

  I   ü           C       &zwsp;

 

 

John L. Thornton

  I       ü   ü   ü        

 

 

Number of meetings in 2013

      11   7   3   7   4   &zwsp;

Indicates Independent Director     C Indicates Chair of Committee     PI Indicates Presiding Independent Director

*    Mr. Manoogian is not standing for re-election at the 2014 Annual Meeting.

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Board Committee Functions

Audit Committee


Selects the independent registered public accounting firm to audit Ford's books and records, subject to shareholder ratification, and determines the compensation of the independent registered public accounting firm.

At least annually, reviews a report by the independent registered public accounting firm describing: internal quality control procedures, any issues raised by an internal or peer quality control review, any issues raised by a governmental or professional authority investigation in the past five years and any steps taken to deal with such issues, and (to assess the independence of the independent registered public accounting firm) all relationships between the independent registered public accounting firm and the Company.

Consults with the independent registered public accounting firm, reviews and approves the scope of their audit, and reviews their independence and performance. Also, annually approves of categories of services to be performed by the independent registered public accounting firm and reviews and, if appropriate, approves in advance any new proposed engagement greater than $250,000.

Reviews internal controls, accounting practices, and financial reporting, including the results of the annual audit and the review of the interim financial statements with management and the independent registered public accounting firm.

Reviews activities, organization structure, and qualifications of the General Auditor's Office, and participates in the appointment, dismissal, evaluation, and the determination of the compensation of the General Auditor.

Discusses earnings releases and guidance provided to the public and rating agencies.

Reviews, at least annually, policies with respect to risk assessment and risk management.

Reviews, with the Office of the General Counsel, any legal or regulatory matter that could have a significant impact on the financial statements.

As appropriate, obtains advice and assistance from outside legal, accounting or other advisors.

Prepares an annual report of the Audit Committee to be included in the Company's proxy statement.

Assesses annually the adequacy of the Audit Committee Charter.

Reports to the Board of Directors about these matters.

Compensation Committee


Establishes and reviews the overall executive compensation philosophy and strategy of the Company.

Reviews and approves Company goals and objectives related to the Executive Chairman and the President and CEO and other executive officer compensation, including annual performance objectives.

Evaluates the performance of the Executive Chairman and the President and CEO and other executive officers in light of established goals and objectives and, based on such evaluation, reviews and approves the annual salary, bonus, stock options, Performance Units, other stock-based awards, other incentive awards and other benefits, direct and indirect, of the Executive Chairman and the President and CEO and other executive officers.

Conducts a risk assessment of the Company's compensation policies and practices.

Considers and makes recommendations on Ford's executive compensation plans and programs.

Reviews the Compensation Discussion and Analysis to be included in the Company's proxy statement.

Prepares an annual report of the Compensation Committee to be included in the Company's proxy statement.

Assesses annually the adequacy of the Compensation Committee Charter.

Reports to the Board of Directors about these matters.

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Finance Committee


Reviews all aspects of the Company's policies and practices that relate to the management of the Company's financial affairs, not inconsistent, however, with law or with specific instructions given by the Board of Directors relating to such matters.

Reviews with management, at least annually, the annual report from the Treasurer of the Company's cash and funding plans and other Treasury matters.

Reviews the strategy and performance of the Company's pension and other retirement and savings plans.

Performs such other functions and exercises such other powers as may be delegated to it by the Board of Directors from time to time.

Reviews, at least annually, policies with respect to financial risk assessment and financial risk management.

Assesses annually the adequacy of the Finance Committee Charter.

Reports to the Board of Directors about these matters.

Nominating and Governance Committee


Reviews and makes recommendations on:

the nominations or elections of directors; and

the size, composition, and compensation of the Board.

Establishes criteria for selecting new directors and the evaluation of the Board. Develops and recommends to the Board corporate governance principles and guidelines. Reviews the charter and composition of each committee of the Board and makes recommendations to the Board for the adoption of or revisions to the committee charters, the creation of additional committees, or the elimination of committees.

Considers the adequacy of the By-Laws and the Restated Certificate of Incorporation of the Company and recommends to the Board, as appropriate, that the Board: (i) adopt amendments to the By-Laws, and (ii) propose, for consideration by the shareholders, amendments to the Restated Certificate of Incorporation.

Considers shareholder suggestions for nominees for director (other than self-nominations). See Composition of Board of Directors/Nominees on p. 10.

Assesses annually the adequacy of the Nominating and Governance Committee Charter.

Reports to the Board of Directors about these matters.

Sustainability Committee


Reviews environmental, public policy, and corporate citizenship issues facing the Company around the world.

Reviews annually with management the Company's performance for the immediately preceding year regarding stakeholder relationships, product performance, sustainability, and public policy.

Reviews with management the Company's annual Sustainability Report.

Assesses annually the adequacy of the Sustainability Committee Charter.

Reports to the Board of Directors about these matters.

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Board's Role in Risk Management


The Board of Directors of the Company has overall responsibility for the oversight of risk management at Ford. Day-to-day risk management is the responsibility of management, which has implemented risk management processes to identify, manage and monitor risks that face the Company.

The oversight responsibility of the Board and its Committees is supported by Company management and the risk management processes that are currently in place. Ford has extensive and effective risk management processes, relating specifically to compliance, reporting, operating and strategic risks. Compliance Risk encompasses matters such as legal and regulatory compliance (e.g., Foreign Corrupt Practices Act, environmental, OSHA/safety, etc.). Reporting Risk covers Sarbanes-Oxley compliance, disclosure controls and procedures, and accounting compliance. Operating Risk addresses the myriad of matters related to the operation of a complex company such as Ford (e.g., quality, supply chain, sales and service, financing and liquidity, product development and engineering, labor, etc.). Strategic Risk encompasses somewhat broader and longer-term matters, including, but not limited to, technology development, sustainability, capital allocation, management development, retention and compensation, competitive developments, and geopolitical developments.

We believe that key success factors in the risk management at Ford include a strong risk analysis tone set by the Board and senior management, which is shown through their commitment to effective top-down and bottom-up communication (including communication between management and the Board and Committees), and active cross-functional participation among the Business Units and Functional Skill Teams. More specifically, our Chief Executive Officer, Alan Mulally, has institutionalized the Creating Value Roadmap Process, which includes a Business Plan Review and Special Attention Review process where, on a weekly basis (and more often where circumstances dictate), the senior leadership of the Company from each of the Business Units and the Functional Skill Teams, reviews the status of the business, the risks and opportunities presented to the business (once again in the areas of compliance, reporting, operating and strategic risks), and develops specific plans to address those risks and opportunities. The Company has adopted a formal policy that requires the Creating Value Roadmap Process to be implemented by all Business Units and Functional Skill Teams. Our General Auditor's Office audits against the policies and procedures that have been adopted to support the Creating Value Roadmap Process. The Board of Directors recognizes the Creating Value Roadmap Process as the Company's primary risk management tool and the Audit Committee and the Board review annually the Creating Value Roadmap Process, the Company's adherence to it, and its effectiveness.

As noted above, the full Board of Directors has overall responsibility for the oversight of risk management at Ford and oversees operating risk management, with reviews at each of its regular Board meetings. The Board of Directors has delegated responsibility for the oversight of specific areas of risk management to certain Committees of the Board, with each Board Committee reporting to the full Board following each Committee meeting. The Audit Committee assists the Board of Directors in overseeing compliance and reporting risk. The Board, the Sustainability Committee, the Compensation Committee, and the Finance Committee all play a role in overseeing strategic risk management.

Risk Assessment Regarding Compensation Policies and Practices

We conducted an assessment of our compensation policies and practices, including our executive compensation programs, to evaluate the potential risks associated with these policies and practices. We reviewed and discussed the findings of the assessment with the Compensation Committee and concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our ONE Ford Plan and do not encourage excessive or unnecessary risk-taking behavior. As a result, we do not believe that risks relating to our compensation policies and practices

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for our employees are reasonably likely to have a material adverse effect on the Company.

In conducting this review, we considered the following attributes of our programs:

Mix of base salary, annual bonus opportunities, and long-term equity compensation, with performance-based equity compensation opportunities for officers;

Alignment of annual and long-term incentives to ensure that the awards encourage consistent behaviors and incentivize performance results;

Inclusion of non-financial metrics, such as quality and market share metrics, and other quantitative and qualitative performance factors in determining actual compensation payouts;

Capped payout levels for both the Incentive Bonus Plan and performance-based stock awards for Named Executives — the Committee has negative discretion over incentive program payouts;

Use of 10-year stock options and equity awards that vest over time;

Generally providing senior executives with long-term equity-based compensation on an annual basis. We believe that accumulating equity over a period of time encourages executives to take actions that promote the long-term sustainability of our business; and

Stock ownership goals that are reasonable and align the interests of the executive officers with those of our shareholders. This discourages executive officers from focusing on short-term results without regard for longer-term consequences.

Recoupment Policy:    The Committee formally adopted a policy of recoupment of compensation in certain circumstances. The purpose of this policy is to help ensure executives act in the best interests of the Company. The policy requires any Company officer to repay or return cash bonuses and equity awards in the event: (i) the Company issues a material restatement of its financial statements and the restatement was caused by such officer's intentional misconduct; (ii) such officer was found to be in violation of non-compete provisions of any plan or agreement; or (iii) such officer has committed ethical or criminal violations. The Committee will consider all relevant factors and exercise business judgment in determining any appropriate amounts to recoup up to 100% of any awards. The policy applies to awards under the Incentive Bonus Plan beginning with the 2010 performance period and to equity awards issued under the 2008 Plan beginning with grants made in 2011.

Our Compensation Committee considered compensation risk implications during its deliberations on the design of our executive compensation programs with the goal of appropriately balancing short-term incentives and long-term performance.

Compensation Committee Operations

The Compensation Committee establishes and reviews our executive compensation philosophy and strategy and oversees our various executive compensation programs. The Committee is responsible for evaluating the performance of and determining the compensation for our Executive Chairman, the President and CEO, and other executive officers, and approving the compensation structure for senior management, including officers. The Committee is composed of six directors who are considered independent under the NYSE Listed Company rules and our Corporate Governance Principles. The Committee's membership is determined by our Board of Directors. The Committee operates under a written charter adopted by our Board of Directors. The Committee annually reviews the charter. A copy of the charter may be found on our website at www.corporate.ford.com.

The Committee makes decisions regarding the compensation of our officers that are Vice Presidents and above, including the Named Executives. The Committee has delegated authority, within prescribed share limits, to a Long-Term Incentive Compensation Award Committee (comprised of William Clay Ford, Jr., and Alan Mulally) to approve grants of options, Performance Units, Restricted Stock Units and other stock-based awards, and to the Annual Incentive Compensation Award Committee to determine bonuses, for other employees.

The Board of Directors makes decisions relating to non-employee director compensation. Any proposed changes are reviewed in advance and recommended

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to the Board by the Nominating and Governance Committee (see Director Compensation on pp. 35-37).

The Compensation Committee considers recommendations from Mr. Ford, Mr. Mulally, and the Group Vice President — Human Resources and Corporate Services, in developing compensation plans and evaluating performance of other executive officers. The Committee's consultant also provides advice and analysis on the structure and level of executive compensation. Final decisions on any major element of compensation, however, as well as total compensation for executive officers, are made by the Compensation Committee.

As in prior years, in 2013, the Committee engaged Semler Brossy Consulting Group, LLC, an independent compensation consulting firm, to advise the Committee on executive compensation and benefits matters. Semler Brossy is retained directly by the Committee and it has the sole authority to review and approve the budget of the independent consultant. Semler Brossy does not advise our management and receives no other compensation from us. The same Semler Brossy principal attended all seven of the Committee meetings in 2013.

The Committee has analyzed whether the work of Semler Brossy as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by Semler Brossy; (ii) the amount of fees from the Company paid to Semler Brossy as a percentage of the firm's total revenue; (iii) Semler Brossy's policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy or the individual compensation advisor employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisor with any member of the Committee; and (vi) any stock of the Company owned by Semler Brossy or the individual compensation advisor employed by the firm. The Committee has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisor employed by Semler Brossy as compensation consultant to the Committee has not created any conflict of interest.

In addition, the Committee reviewed survey data provided by the Towers Watson Executive Compensation Database. See Competitive Survey on pp. 46-47. Towers Watson does not assist the Committee in determining or recommending compensation of executive officers. Towers Watson is retained by Ford management, not the Committee.

Committee meetings typically occur prior to the meetings of the full Board of Directors. Bonus targets, bonus awards, stock option grants, Performance Unit grants, and Final Awards typically are decided at the February Committee meeting (see Timing of Awards on p. 58). Officer salaries are reviewed in February each year.

See the Compensation Discussion and Analysis on pp. 42-63 for more detail on the factors considered by the Committee in making executive compensation decisions.

The Committee reviews our talent and executive development program with senior management. These reviews are conducted periodically and focus on executive development and succession planning throughout the organization, at the Vice President level and above.

Our policy, approved by the Compensation Committee, to limit outside board participation by our officers, is shown below:

No more than 15% of the officers should be on for-profit boards at any given point in time.

No officer should be a member of more than one for-profit board.

Audit Committee Financial Expert and Auditor Rotation

The Charter of the Audit Committee provides that a member of the Audit Committee generally may not serve on the audit committee of more than two other public companies. The Board has designated Stephen G. Butler as an Audit Committee financial expert. Mr. Butler meets the independence standards for audit committee members under the NYSE Listed Company and SEC rules. The lead partner of the Company's independent registered public accounting firm is rotated at least every five years.

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Corporate Governance

Independence of Directors and Relevant Facts and Circumstances


Director Independence

A majority of the directors must be independent directors under the NYSE Listed Company rules. The NYSE rules provide that no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with the listed company. The Board has adopted the following standards in determining whether or not a director has a material relationship with the Company. These standards are contained in Ford's Corporate Governance Principles and may be found at the Company's website, www.corporate.ford.com.

Employee or Former Employee.No director who is an employee or a former employee of the Company can be independent until three years after termination of such employment.

Independent Auditor Affiliation.No director who is, or in the past three years has been, affiliated with or employed by the Company's present or former independent auditor can be independent until three years after the end of the affiliation, employment, or auditing relationship.

Interlocking Directorship.No director can be independent if he or she is, or in the past three years has been, part of an interlocking directorship in which an executive officer of the Company serves on the compensation committee of another company that employs the director.

Additional Compensation.No director can be independent if he or she is receiving, or in the last three years has received, more than $100,000 during any 12-month period in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

Immediate Family Members.Directors with immediate family members in the foregoing categories are subject to the same three-year restriction.

Other Relationships.The following commercial, charitable and educational relationships will not be considered to be material relationships that would impair a director's independence:

(i)
Sales and Purchases of Products/Services. if within the preceding three years a Ford director was an executive officer or employee of another company (or an immediate family member of the director was an executive officer of such company) that did business with Ford and either: (a) the annual sales to Ford were less than the greater of $1 million or two percent of the total annual revenues of such company, or (b) the annual purchases from Ford were less than the greater of $1 million or two percent of the total annual revenues of Ford, in each case for any of the three most recently completed fiscal years;

(ii)
Indebtedness. if within the preceding three years a Ford director was an executive officer of another company which was indebted to Ford, or to which Ford was indebted, and either: (a) the total amount of such other company's indebtedness to Ford was less than two percent of the total consolidated assets of Ford, or (b) the total amount of Ford's indebtedness to such other company was less than two percent of the total consolidated assets of such other company, in each case for any of the three most recently completed fiscal years; and

(iii)
Charitable Contributions. if within the preceding three years a Ford director served as an executive officer, director or trustee of a charitable or educational organization, and Ford's discretionary contributions to the organization were less than the greater of $1 million or two percent of that organization's total annual discretionary receipts for any of the three most recently completed fiscal years. (Any matching of charitable contributions will not be included in the amount of Ford's contributions for this purpose.)

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Based on these independence standards and all of the relevant facts and circumstances, the Board determined that none of the following directors had any material relationship with the Company and, thus, are independent: Stephen G. Butler, Kimberly A. Casiano, Anthony F. Earley, Jr., Richard A. Gephardt, James P. Hackett, James H. Hance, Jr., William W. Helman IV, Jon M. Huntsman, Jr., John C. Lechleiter, Ellen R. Marram, Homer A. Neal, Gerald L. Shaheen, and John L. Thornton. Additionally, Mr. Richard A. Manoogian, who is not standing for re-election at the 2014 Annual Meeting, was determined by the Board to have had no material relationship with the Company during the time of his service and, thus, was independent.

Disclosure of Relevant Facts and Circumstances

With respect to the independent directors listed above, the Board considered the following relevant facts and circumstances in making the independence determinations:

From time to time during the past three years, Ford purchased goods and services from, sold goods and services to, or financing arrangements were provided by, various companies with which certain directors were or are affiliated either as members of such companies' boards of directors or, in the case of Messrs. Earley, Hackett, and Manoogian, as an officer of such a company or, in the case of Ms. Casiano and Gov. Huntsman, where an immediate family member serves as an officer of such a company. In addition to Messrs. Earley, Hackett, and Manoogian, Ms. Casiano and Gov. Huntsman, these directors included Mr. Gephardt, Mr. Hance, Mr. Helman, Ms. Marram, Dr. Neal, and Mr. Thornton. The Company also made donations to certain institutions with which certain directors are affiliated. These included Ms. Casiano, Mr. Earley, Mr. Gephardt, Mr. Hackett, Mr. Manoogian, and Dr. Neal. None of the relationships described above was material under the independence standards contained in our Corporate Governance Principles.

In addition, until 2011, Mr. Earley was a member of the board of United Way for Southeastern Michigan The Company and its affiliates contributed to the United Way for Southeastern Michigan amounts that exceeded the greater of $1 million or two percent of its total annual discretionary receipts during 2011. Pursuant to the Company's Corporate Governance Principles, the independent directors listed above (excluding Mr. Earley), considering all of the relevant facts and circumstances, determined that the Company's contributions to the United Way for Southeastern Michigan, and the presence of Mr. Earley on its board, did not constitute a material relationship between Ford and Mr. Earley. Consequently, these independent directors determined Mr. Earley to be independent.

With respect to the United Way for Southeastern Michigan, the directors gave due consideration to its mission to promote the welfare and economic development of Southeastern Michigan, and the Company's history of contributions to the United Way and to the development of Michigan. The directors determined that the Company was not unduly influenced to make contributions to the United Way for Southeastern Michigan because of Mr. Earley's presence on its boards, nor was Mr. Earley unduly influenced by the contributions made by the Company to that organization.

Certain of our directors are or have been directors of Business Leaders for Michigan ("BLM"), a private, non-profit organization composed of more than 80 directors who are chairpersons, CEOs and senior executives of Michigan's largest job providers and universities. BLM's work is concentrated on developing strategy, raising awareness, advocating policy, and championing initiatives that grow Michigan's economy.

BLM is the general partner to a venture capital fund, Renaissance Venture Capital Fund ("Renaissance"), which was formed by many of Michigan's most important organizations to support the growth of venture capital in Michigan while serving as a bridge between Michigan's emerging innovation company community and its strong industrial and commercial base. In February 2008, Ford committed to invest up to $10 million in Renaissance. No director of the Company has a financial interest, managerial, or other responsibility in Renaissance or any other fund affiliated with BLM, and therefore, under the independence guidelines established by the Board, a director's service on BLM's board does not implicate such director's independence. Consequently, absent a

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material change in circumstances, the Board will not consider the Company's commitment to Renaissance as a material fact or circumstance to be considered by the Board in determining a director's independence.

Codes of Ethics


The Company has published on its website (www.corporate.ford.com) its code of conduct handbook, which applies to all officers and employees, a code of ethics for directors, and a code of ethics for the Company's chief executive officer as well as senior financial and accounting personnel. Any waiver of, or amendments to, the codes of ethics for directors or executive officers, including the chief executive officer, the chief financial officer and the principal accounting officer, may be approved only by the Nominating and Governance Committee and any such waivers or amendments will be disclosed promptly by the Company by posting such waivers or amendments to its website. The Nominating and Governance Committee also reviews management's monitoring of compliance with the Company's Code of Conduct. Printed copies of each of the codes of ethics referred to above are also available by writing to our Shareholder Relations Department, Ford Motor Company, One American Road, Suite 1026, Dearborn, Michigan 48126-2798.

Communications with the Board and Annual Meeting Attendance


The Board has established a process by which you may send communications to the Board as a whole, or the non-employee Directors as a group, or the Presiding Independent Director. You may send communications to our Directors, including any concerns regarding Ford's accounting, internal controls, auditing, or other matters, to the following address: Board of Directors (or Presiding Independent Director or non-employee Directors as a group, as appropriate), Ford Motor Company, P.O. Box 685, Dearborn, MI 48126-0685 U.S.A. You may submit your concern anonymously or confidentially. You may also indicate whether you are a shareholder, customer, supplier, or other interested party. Communications relating to the Company's accounting, internal controls, or auditing matters will be relayed to the Audit Committee. A summary of the other communications will be relayed to the Nominating and Governance Committee. Communications will be referred to other areas of the Company for handling as appropriate under the facts and circumstances outlined in the communications. Ford will acknowledge receipt of all communications sent to the address above that disclose a return address. You may also find a description of the manner in which you can send communications to the Board on the Company's website (www.corporate.ford.com).

All members of the Board are expected to attend the annual meeting, unless unusual circumstances would prevent such attendance. Last year, of the fifteen then current members of the Board, fourteen attended the annual meeting.

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&zwsp;     Shareholder Engagement

&zwsp;

 

 

Ford has a philosophy of engagement, communication, and transparency with shareholders, which includes:

 

&zwsp;

 

 

Meeting with equity and fixed income investors — during 2013, we met with equity investors at fifteen conferences and with fixed income investors at six conferences.

 
&zwsp;

 

 

Allowing shareholders to elect to receive proxy materials electronically and supporting a related environmental preservation program. 3,980 trees have been planted as part of this program. Experts say 3,890 mature trees absorb 1 million pounds of CO2 annually and produce enough oxygen to support 8,000 humans.

 
&zwsp;

 

 

Continuing our philosophy of promoting greater communications with our institutional shareholders on corporate governance issues.

 
&zwsp;

 

 

Since our 2013 Annual Meeting we met with proxy advisory firms and a number of our largest investors to discuss our corporate governance and executive compensation practices. We found these meetings to be informative and we have incorporated many of their disclosure suggestions into this Proxy Statement.

 
&zwsp;

Beneficial Stock Ownership


Five Percent Beneficial Owners of Common Stock

Pursuant to SEC filings, the Company was notified that as of December 31, 2013, the entities included in the table below had more than a 5% ownership interest of Ford common stock, or owned securities convertible into more than 5% ownership of Ford common stock, or owned a combination of Ford common stock and securities convertible into Ford common stock that could result in more than 5% ownership of Ford common stock.

    Name of Beneficial Owner

Address of Beneficial Owner

 

Ford
Common Stock


 



Percent of
Outstanding
Ford
Common Stock




&zwsp;
    State Street Corporation and certain of its affiliates*   State Street Financial Center
One Lincoln Street
Boston, MA 02111
    392,896,976     10.1 %  
&zwsp;     Evercore Trust Company, N.A.   55 East 52nd Street     227,853,886     5.88 % &zwsp;
&zwsp;         36th Floor               &zwsp;
&zwsp;         New York, NY 10055               &zwsp;
    BlackRock, Inc. and certain of its affiliates   BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
    201,300,822     5.2 %  
*
State Street Bank and Trust Company is the trustee for Ford common stock in the Ford defined contribution plans master trust, which beneficially owns 5.9% of the common stock of Ford. In this capacity, State Street Bank and Trust Company has voting power over the shares in certain circumstances.

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Five Percent Beneficial Owners of Class B Stock

As of February 1, 2014, the persons included in the table below beneficially owned more than 5% of the outstanding Class B Stock.

&zwsp;     Name

Address

 

Ford
Class B Stock


 


Percent of
Outstanding Ford
Class B Stock



&zwsp;
    Lynn F. Alandt   Ford Estates, 2000 Brush, Detroit, MI 48226     6,577,159     9.28    
&zwsp;     Alfred B. Ford   Ford Estates, 2000 Brush, Detroit, MI 48226     3,633,790     5.13   &zwsp;
    William Clay Ford*   Ford Estates, 2000 Brush, Detroit, MI 48226     6,439,538     9.09    
&zwsp;     David M. Hempstead, as trustee of various trusts**   Ford Estates, 2000 Brush, Detroit, MI 48226     9,526,950     13.45   &zwsp;
    Voting Trust***   Ford Estates, 2000 Brush, Detroit, MI 48226     63,907,135     90.20    
*
Mr. William Clay Ford passed away on March 8, 2014.

**
Mr. Hempstead disclaims beneficial ownership of these shares.

***
These Class B Stock shares are held in a voting trust of which Edsel B. Ford II, William Clay Ford, Jr., Benson Ford, Jr., and Alfred B. Ford are the trustees. The trust is of perpetual duration until terminated by the vote of shares representing over 50% of the participants and requires the trustees to vote the shares as directed by a plurality of the shares in the trust.

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Director and Executive Officer Beneficial Ownership

The following table shows how much Ford stock each director, nominee, and Named Executive beneficially owned as of February 1, 2014. No director, nominee or executive officer, including Named Executives, beneficially owned more than 0.60% of Ford's total outstanding common stock nor did any such person beneficially own more than 0.01% of Ford common stock units as of February 1, 2014. These persons held options exercisable on or within 60 days after February 1, 2014 to buy 29,839,400 shares of Ford common stock.

                               

&zwsp;  

 

Name


 


Ford
Common
Stock(1)(2)



 



Ford
Common
Stock
Units(3)




 


Ford
Class B
Stock



 




Percent of
Outstanding
Ford
Class B
Stock





&zwsp;

 

 

Stephen G. Butler*

    6,000     120,605     0        0    

&zwsp;  

 

Kimberly A. Casiano*

    7,044     112,957     0        0   &zwsp;

 

 

Anthony F. Earley, Jr.*

    36,000     50,829     0        0    

&zwsp;  

 

Mark Fields

    3,811,454     7,998     0        0   &zwsp;

 

 

Edsel B. Ford II*

    2,940,966     123,541     5,392,430     7.61    

&zwsp;  

 

William Clay Ford, Jr.*

    8,838,878     46,044     8,247,400     11.64   &zwsp;

 

 

Richard A. Gephardt*

    0     57,850     0        0    

&zwsp;  

 

James P. Hackett*

    350     3,190     0        0   &zwsp;

 

 

James H. Hance, Jr.*

    50,000     38,980     0        0    

&zwsp;  

 

William W. Helman IV*

    20,000     30,151     0        0   &zwsp;

 

 

Joseph R. Hinrichs

    895,937     798     0        0    

&zwsp;  

 

Jon M. Huntsman, Jr.*

    0     24,028     0        0   &zwsp;

 

 

John C. Lechleiter*

    2,500     4,072     0        0    

&zwsp;  

 

Richard A. Manoogian**

    103,496     121,640     0        0   &zwsp;

 

 

Ellen R. Marram*

    20,296     195,670     0        0    

&zwsp;  

 

Alan Mulally*

    23,402,976     0     0        0   &zwsp;

 

 

Homer A. Neal*

    10,588     124,933     0        0    

&zwsp;  

 

Gerald L. Shaheen*

    0     110,882     0        0   &zwsp;

 

 

Robert L. Shanks

    824,341     0     0        0    

&zwsp;  

 

John L. Thornton*

    35,352     233,618     0        0   &zwsp;

 

 

All Directors and Executive Officers as a group (including Named Executives) (34 persons) beneficially owned 1.279% of Ford common stock or securities convertible into Ford common stock as of February 1, 2014

    48,641,005     1,416,540     13,639,830     19.25 %  
*
Indicates Director Nominees

**
Mr. Manoogian is not standing for re-election at the 2014 Annual Meeting.
(1)
For executive officers, included in the amounts for "All Directors and Executive Officers as a group" are Restricted Stock Units issued under the 2008 Plan as long-term incentive grants in 2013 and prior years for retention and other incentive purposes.

    In addition, amounts shown include Restricted Stock Units issued under the 2008 Plan as follows: 1,285,195 units for Mr. Mulally; 58,097 units for Mr. Shanks; 346,820 units for William Clay Ford, Jr.; 278,377 units for Mr. Fields; and 175,944 units for Mr. Hinrichs.

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(2)
Included in the stock ownership shown in the table above: Edsel B. Ford II has disclaimed beneficial ownership of 61,401 shares of common stock and 32,508 shares of Class B Stock that are either held directly by his immediate family, by charitable funds which he controls or by members of his immediate family in custodial or conservatorship accounts for the benefit of other members of his immediate family. William Clay Ford, Jr., has disclaimed beneficial ownership of 118,146 shares of common stock and 340,676 shares of Class B Stock that are either held directly by members of his immediate family or by members of his immediate family in custodial accounts for the benefit of other members of his immediate family. Present directors and executive officers as a group have disclaimed beneficial ownership of a total of 179,547 shares of common stock and 373,184 shares of Class B Stock.

    Also, on February 1, 2014 (or within 60 days after that date), the Named Executives and directors listed below have rights to acquire shares of common stock through the exercise of stock options under Ford's stock option plans (which amounts are included in the "Ford Common Stock" column), as follows:

             

&zwsp;  

 

Person


 
Number of Shares     

&zwsp;

 

 

Mark Fields

    2,752,028    

&zwsp;  

 

William Clay Ford, Jr.

    6,223,442   &zwsp;

 

 

Joseph R. Hinrichs

    427,389    

&zwsp;  

 

Alan Mulally

    16,147,404   &zwsp;

 

 

Robert L. Shanks

    486,638    

Additionally, Mr. Manoogian pledged as security 100,000 shares of common stock held in a trust of which he is a trustee.

(3)
In general, these are common stock units credited under a deferred compensation plan and payable in cash and in the case of William Clay Ford, Jr., includes stock units under a benefit equalization plan.

Section 16(a) Beneficial Ownership Reporting Compliance


Based on Company records and other information, Ford believes that all SEC filing requirements applicable to its directors and executive officers were complied with for 2013 and prior years, except that, due to technical transmission difficulties, J C. Mays and Thomas K. Brown each had a report filed two days late of an exercise of stock options and related sale of shares, and an amended Form 3 was filed for James P. Hackett disclosing ownership of shares that were inadvertently omitted from the original Form 3 filing.

Certain Relationships and Related Transactions


Policy and Procedure for Review and Approval of Related Party Transactions

Business transactions between Ford and its officers or directors, including companies in which a director or officer (or an immediate family member) has a substantial ownership interest or a company where such director or officer (or an immediate family member) serves as an executive officer ("related party transactions"), are not prohibited. In fact, certain related party transactions can be beneficial to the Company and its shareholders.

It is important, however, to ensure that any related party transactions are beneficial to the Company. Accordingly, any related party transaction, regardless of amount, is submitted to the Nominating and Governance Committee in advance for review and approval. All existing related party transactions are reviewed at least annually by the Nominating and Governance Committee. The Office of the General Counsel reviews all such related party transactions, existing or proposed, prior to submission to the Nominating and Governance Committee, and our General Counsel opines on the appropriateness of each related party transaction. The Nominating and

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Governance Committee may, at its discretion, consult with outside legal counsel.

Any director or officer with an interest in a related party transaction is expected to recuse himself or herself from any consideration of the matter.

The Nominating and Governance Committee's approval of a related party transaction may encompass a series of subsequent transactions contemplated by the original approval, i.e., transactions contemplated by an ongoing business relationship occurring over a period of time. Examples include transactions in the normal course between the Company and a dealership owned by a director or an executive officer (or an immediate family member thereof), transactions in the normal course between the Company and financial institutions with which a director or officer may be associated, and the ongoing issuances of purchase orders or releases against a blanket purchase order made in the normal course by the Company to a business with which a director or officer may be associated. In such instances, any such approval shall require that the Company make all decisions with respect to such ongoing business relationship in accordance with existing policies and procedures applicable to non-related party transactions (e.g., Company purchasing policies governing awards of business to suppliers, etc.).

In all cases, a director or officer with an interest in a related party transaction may not attempt to influence Company personnel in making any decision with respect to the transaction.

Related Party Transactions

Since January 1993, Ford has had a consulting agreement with William Clay Ford. Under this agreement, Mr. Ford was available for consultation, representation, and other duties. For these services, Ford paid him $100,000 per year and provided facilities (including office space), an administrative assistant, and security arrangements. Mr. Ford passed away on March 8, 2014.

In February 2002, Ford entered into a Stadium Naming and License Agreement with The Detroit Lions, Inc. (the "Lions"), pursuant to which we acquired for $50 million, paid by us in 2002, the naming rights to a new domed stadium located in downtown Detroit at which the Lions began playing their home games during the 2002 National Football League season. We named the stadium "Ford Field." The term of the naming rights agreement is 25 years, which commenced with the 2002 National Football League season. Benefits to Ford under the naming rights agreement include exclusive exterior entrance signage and predominant interior promotional signage. In June 2005, the naming rights agreement was amended to provide for expanded Ford exposure on and around the exterior of the stadium, including the rooftop, in exchange for approximately $6.65 million to be paid in installments over the following ten years, of which $564,933 was paid during 2013. Beginning in 2005, the Company also agreed to provide to the Lions, at no cost, eight new model year Ford, Lincoln or Mercury brand vehicles manufactured by Ford in North America for use by the management and staff of Ford Field and the Lions and to replace such vehicles in each second successive year, for the remainder of the naming rights agreement. The cost incurred during 2013 was $29,070. William Clay Ford was the majority owner of the Lions. In addition, William Clay Ford, Jr., is one of five minority owners and is a director and officer of the Lions.

Paul Alandt, Lynn F. Alandt's husband, owns two Ford-franchised dealerships and a Lincoln-franchised dealership. In 2013, the dealerships paid Ford about $140.9 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $22.5 million for services in the ordinary course of business. Also in 2013, Ford Motor Credit Company LLC, a wholly-owned entity of Ford, provided about $216.6 million of financing to dealerships owned by Mr. Alandt and paid $1.3 million to them in the ordinary course of business. The dealerships paid Ford Credit about $207.9 million in the ordinary course of business. Additionally in 2013, Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $17.8 million and $82.0 million, respectively.

In March 2001, Marketing Associates, LLC, an entity in which Edsel B. Ford II has a majority interest, acquired all of the assets of the Marketing Associates Division of Lason Systems, Inc. Before the acquisition, the Marketing Associates Division of Lason

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Systems, Inc. provided various marketing and related services to the Company and this continued following the acquisition. In 2013, the Company paid Marketing Associates, LLC approximately $35.0 million for marketing and related services provided in the ordinary course of business.

Pursuant to SEC filings, the Company was notified that as of December 31, 2013, State Street Corporation, and its affiliate State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111, owned 10.1% of our common stock. During 2013, the Company paid State Street Corporation and its affiliates approximately $7.65 million in the ordinary course of business.

Pursuant to SEC filings, the Company was notified that as of December 31, 2013, Evercore Trust Company, N.A., 55 East 52nd Street, 36th Floor, New York, NY 10055, owned approximately 5.88% of the Company's common stock. During 2013, the Company paid Evercore Trust Company, N.A. approximately $1.2 million in the ordinary course of business.

Pursuant to SEC filings, the Company was notified that as of December 31, 2013, BlackRock, Inc., 40 East 52nd Street, New York, NY 10022, owned approximately 5.2% of the Company's common stock. During 2013, the Company paid BlackRock, Inc. approximately $10.0 million in the ordinary course of business.

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Table of Contents

Proposal 1. — Election of Directors

Identification of Directors

The Charter of the Nominating and Governance Committee provides that the Committee conducts all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates as directors. The Committee identifies candidates through a variety of means, including search firms, recommendations from members of the Committee and the Board, including the Executive Chairman and the President and CEO, and suggestions from Company management. The Committee has the sole authority to retain and terminate any search firm to be used to assist it in identifying and evaluating candidates to serve as directors of the Company. The Company on behalf of the Committee has paid fees to third-party firms to assist the Committee in the identification and evaluation of potential Board members.

Our newest directors are James P. Hackett and John C. Lechleiter, both of whom were identified and proposed to the Committee by different independent directors. Mr. Hackett and Dr. Lechleiter were selected from among several names submitted by directors and following a review by a search firm. Mr. Hackett and Dr. Lechleiter were interviewed prior to their elections by the Chair of the Committee, the Chairman, and the President and CEO, and certain other Board members. Upon recommendation of the Committee, Mr. Hackett and Dr. Lechleiter were elected to the Board on September 11, 2013, with Mr. Hackett's election effective on that date and Dr. Lechleiter's election becoming effective on October 1, 2013.

Sixteen directors will be elected at this year's annual meeting. Each director will serve until the next annual meeting or until he or she is succeeded by another qualified director who has been elected.

We will vote your shares as you specify when providing your proxy. If you do not specify how you want your shares voted when you provide your proxy, we will vote them for the election of all of the nominees listed below. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, we will vote your shares for that other person.

Qualifications Considered for Nominees

Because Ford is a large and complex company, the Nominating and Governance Committee considers numerous qualifications when considering candidates for the Board. In addition to the qualifications listed below, among the most important qualities directors should possess are the highest personal and professional ethical standards, integrity, and values. They should be committed to representing the long-term interests of all of the shareholders. Directors must also have practical wisdom and mature judgment. Directors must be objective and inquisitive. Ford recognizes the value of diversity and we endeavor to have a diverse Board, with experience in business, international operations, finance, manufacturing and product development, marketing and sales, government, education and technology, and in areas that are relevant to the Company's global activities. The biographies of the nominees show that, taken as a whole, the current slate of director nominees possesses these qualifications. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, including making themselves available for consultation outside of regularly scheduled Board meetings, and should be committed to serve on the Board for an extended period of time. Directors should also be prepared to offer their resignation in the event of any significant change in their personal circumstances that could affect the discharge of their responsibilities as directors of the Company, including a change in their principal job responsibilities.

Each of the nominees for director is now a member of the Board of Directors, which met nine times during 2013. Each of the nominees for director attended at least 75% of the combined Board and committee meetings held during the periods served by such nominee in 2013. The nominees provided the following information about themselves as of February 1, 2014. Additionally, for each director nominee we have disclosed the particular experience, qualifications, attributes, or skills that led the Board to conclude that the nominee should serve as a director.

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GRAPHIC
Stephen G. Butler
Age: 66
Director Since: 2004
Independent
Committees:
    Audit (Chair)
    Nominating and
        Governance

 

Principal Occupation: Retired Chairman and Chief Executive Officer, KPMG, LLP

Recent Business Experience: Mr. Butler served as Chairman and CEO of KPMG, LLP from 1996 until his retirement on June 30, 2002. Mr. Butler held a variety of management positions, both in the United States and internationally, during his 33-year career at KPMG.

Current Public Company Directorships: ConAgra Foods, Inc.

Public Company Directorships Within the Past Five Years: Cooper Industries, PLC

Reasons for Nomination: The Board believes Mr. Butler's extensive experience in the accounting profession, both in the United States and internationally, as well as his executive experience as Chairman and CEO of KPMG for several years, provide Ford with financial expertise and risk management skills that have been instrumental in guiding the Company through its restructuring and that will be equally important as the Company grows. As Chair of the Audit Committee and its designated financial expert, Mr. Butler continues to add significant value to the goal of improving our balance sheet while fulfilling our financial reporting obligations accurately and transparently.

          
       
          

 

GRAPHIC
Kimberly A. Casiano
Age: 56
Director Since: 2003
Independent
Committees:
    Audit
    Nominating and
        Governance
    Sustainability

 

Principal Occupation: President, Kimberly Casiano & Associates, San Juan, Puerto Rico

Recent Business Experience: On January 1, 2010, Ms. Casiano established Kimberly Casiano & Associates, where she is President. The firm provides advisory services in marketing, recruiting, communications, advocacy, and diversity to target the U.S. Hispanic market, the Caribbean, and Latin America. From 1994 until December 31, 2009, Ms. Casiano was President and Chief Operating Officer of Casiano Communications, a publishing and direct marketing company. From 1987 to 1994, she held a number of management positions within Casiano Communications in the periodicals and magazines and the bilingual direct marketing and call center divisions of the company. Ms. Casiano is a member of the Board of Directors of Mutual of America, Scotiabank of Puerto Rico, and the Hispanic Scholarship Fund.

Current Public Company Directorships: Mead Johnson Nutrition Company

Reasons for Nomination: The Board believes that Ms. Casiano's experience as President and COO of Casiano Communications and her current position as President of Kimberly Casiano & Associates provides the Company with unique insight into marketing and sales, particularly regarding the U.S. Hispanic community and Latin America. Ms. Casiano provides Ford with valuable insight in developing communications, marketing and sales strategies for Latin America and our emerging markets as we grow our market share profitably.

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Table of Contents


 

GRAPHIC
Anthony F. Earley, Jr.
Age: 64
Director Since: 2009
Independent
Committees:
    Compensation
    Nominating and
        Governance
    Sustainability

 

Principal Occupation: Chairman, Chief Executive Officer & President, PG&E Corp., San Francisco, California

Recent Business Experience: Mr. Earley became Chairman, Chief Executive Officer and President of PG&E Corporation in September 2011. Previously, Mr. Earley was Executive Chairman of DTE Energy since October 2010. He had been Chairman and Chief Executive Officer of DTE Energy since 1998. Mr. Earley joined DTE Energy in 1994 as President and Chief Operating Officer. Prior to that time, Mr. Earley served as President and Chief Operating Officer of the Long Island Lighting Company, an electric and gas utility in New York. Mr. Earley is a director of the Nuclear Energy Institute, the Edison Electric Institute, and the Business Roundtable. Mr. Earley also has served on the boards of numerous charitable and civic organizations, including United Way of the Bay Area, the Bay Area Council, San Francisco Committee on Jobs, and the Exploratorium. He served as an officer in the United States Navy nuclear submarine program where he was qualified as a chief engineer officer.

Current Public Company Directorships: PG&E Corporation

Public Company Directorships Within the Past Five Years: Comerica, Inc.; Masco Corp.; and DTE Energy

Reasons for Nomination: The Board believes that, as Ford continues to develop hybrid and electric vehicles, Mr. Earley's experience as Chairman, CEO and President of PG&E Corp., his leadership positions in the electric and nuclear industries, and his experience as a U.S. Navy officer, provide Ford with a uniquely qualified individual who can assist in the development of vehicles our customers want and value. In addition, Mr. Earley is able to provide valuable advice regarding the development of the electrical infrastructure needed to assist in the widespread acceptance of electric vehicles. As the Chairman and CEO of PG&E Corp., and formerly at DTE Energy, Mr. Earley also possesses significant leadership and general management expertise.

          
       
          

 

GRAPHIC
Edsel B. Ford II
Age: 65
Director Since: 1988
Committees:
    Finance
    Sustainability

 

Principal Occupation: Director and Consultant, Ford Motor Company

Recent Business Experience: Mr. Ford is a retired Vice President of Ford Motor Company and former President and Chief Operating Officer of Ford Motor Credit Company. He presently serves as a consultant to the Company.

Current Public Company Directorships: International Speedway Corporation

Reasons for Nomination: The Board believes that Mr. Ford brings a deep knowledge of Ford's business to Board deliberations through his experience as President and COO of Ford Motor Credit Company, as well as his role as consultant to the Company. Mr. Ford also adds significant value in various stakeholder relationships, including relationships with dealers, non-government organizations, employees, and the communities in which Ford has a significant presence. Mr. Ford's life-long affiliation with the Company provides the Board with a unique historical perspective and a focus on the long-term interests of the Company.

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GRAPHIC
William Clay Ford, Jr.
Age: 56
Director Since: 1988
Committees:
    Finance (Chair)
    Sustainability

 

Principal Occupation: Executive Chairman and Chairman of the Board of Directors, Ford Motor Company

Recent Business Experience: Mr. Ford has held a number of management positions within Ford, including Vice President — Commercial Truck Vehicle Center. From 1995 until October 30, 2001, Mr. Ford was Chair of the Finance Committee. Effective January 1, 1999, he was elected Chairman of the Board of Directors and effective October 30, 2001, he was elected Chief Executive Officer of the Company. Mr. Ford became Executive Chairman of the Company on September 1, 2006 and is the current Chair of the Finance Committee. Mr. Ford also is Vice Chairman of The Detroit Lions, Inc., Chairman of the Detroit Economic Club, and trustee of The Henry Ford. He also is a member of the boards of Business Leaders for Michigan and the Henry Ford Health System.

Current Public Company Directorships: eBay Inc.

Reasons for Nomination: The Board believes that Mr. Ford's extensive experience in various executive positions, service as CEO, and present service as Executive Chairman, provides the Board with unique insight regarding Company-wide issues. This experience, as well as in his role as Chairman of the Board, assist the Board in developing its long-term strategy, while his life-long affiliation with the Company reinforces the long-term interests of Ford and its shareholders. Mr. Ford's knowledge and experience also add significant value to the Company's relationship with its various stakeholders.

          
       
          

 

GRAPHIC
Richard A. Gephardt
Age: 73
Director Since: 2009
Independent
Committees:
    Nominating and
        Governance
    Sustainability

 

Principal Occupation: President and Chief Executive Officer, Gephardt Group, Atlanta, Georgia

Recent Business Experience: Mr. Gephardt has been President and Chief Executive Officer since 2005 of Gephardt Group, LLC, a multi-disciplined consulting firm. He also served as Strategic Advisor for the Government Affairs practice group of DLA Piper, one of the world's largest legal services providers, and as a consultant to Goldman, Sachs & Co. Mr. Gephardt is the former Majority Leader of the U.S. House of Representatives and served 14 terms in Congress from 1976 until January 2005. While in Congress, he served on the Budget Committee and on the Ways and Means Committee. Mr. Gephardt was elected Chairman of the House Democratic Caucus in 1984; and he served as majority leader from 1989 to 1994. In 1994, he was elected House Democratic Leader, the top Democratic leadership position in the House. Mr. Gephardt also served as minority leader from 1995 to 2003.

Current Public Company Directorships: Centene Corporation; CenturyLink; Spirit Aerosystems Holding, Incorporated; and United States Steel Corporation

Public Company Directorships Within the Past Five Years: Dana Holding Corporation

Reasons for Nomination: The Board believes that Mr. Gephardt's distinguished career in public service provides the Board with important insight into the many government relations and international issues affecting Ford. His service on the House of Representatives Budget and Ways and Means Committees assists in matters important to building a strong balance sheet. Also, Mr. Gephardt's experience in business consulting provides Ford with unique knowledge of business challenges across a broad spectrum of industries.

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GRAPHIC
James P. Hackett
Age: 59
Director Since: 2013
Committees:
    Nominating and
        Governance
    Sustainability

 

Principal Occupation: Vice Chair, Steelcase Inc., Grand Rapids, Michigan

Recent Business Experience: Mr. Hackett is Vice Chair of Steelcase Inc., the global leader in the office furniture industry. On March 1, 2014, Mr. Hackett retired as Chief Executive Officer of Steelcase Inc. He was named President and Chief Executive Officer of Steelcase in December 1994 overseeing all domestic and international operations. Previously, Mr. Hackett served as Executive Vice President and Chief Operating Officer of Steelcase North America, since August 1994. In April 1994, Mr. Hackett was named Executive Vice President of Steelcase Ventures and was responsible for the development of products for non-contract furniture customers and developing new company opportunities. In August 1993, he was named President of Turnstone, a Steelcase company created to meet the office furnishing needs of small businesses and home offices. In 1990, Mr. Hackett was named Steelcase's Senior Vice President of sales and marketing. Mr. Hackett also serves on the board of directors for Northwestern Mutual Life. He is a member of the executive committee of the Board of Directors for the National Center for Arts and Technology, as well as the Boards of Advisors to the Gerald R. Ford School of Public Policy and the Life Sciences Institute at the University of Michigan.

Current Public Company Directorships: Steelcase Inc. and Fifth Third Bancorp

Reasons for Nomination: As CEO of Steelcase Inc., Mr. Hackett brings experience in lean international manufacturing and innovative product development expertise to Board deliberations. Combined with his experience in marketing and sales, Mr. Hackett provides Ford with valuable insight in developing and marketing products that our customers want and value. In addition, Mr. Hackett's experience in the financial services industry adds significant value to discussions regarding financing our plan and Ford Credit finance matters.

          
       
          

 

GRAPHIC
James H. Hance, Jr.
Age: 69
Director Since: 2010
Independent
Committees:
    Audit
    Finance
    Nominating and
        Governance

 

Principal Occupation: Operating Executive, Carlyle Group, New York, New York

Recent Business Experience: Mr. Hance is the former Chief Financial Officer and former Vice Chairman and member of the board of Bank of America, where he retired in 2005 after 18 years with the company. A certified public accountant, Mr. Hance spent 17 years with Price Waterhouse (now PricewaterhouseCoopers) in Philadelphia and Charlotte. From August 1985 until December 1986, he was chairman and co-owner of Consolidated Coin Caterers Corp. In March 1987, Mr. Hance joined NCNB, a predecessor to Bank of America. Mr. Hance also is a trustee of Washington University in St. Louis and Johnson & Wales University, based in Providence, R.I. Mr. Hance was the non-Executive Chairman of the Board of Sprint Nextel Corp. and is currently an operating executive with the Carlyle Group.

Current Public Company Directorships: Cousins Properties Inc.; Duke Energy Corp.; and The Carlyle Group

Public Company Directorships Within the Past Five Years: Rayonier, Inc.; Sprint Nextel Corp.; Carlyle Capital Corporation; and Morgan Stanley Corp.

Reasons for Nomination: The Board believes that Mr. Hance's extensive experience in the banking industry brings financial expertise to deliberations regarding the Company's balance sheet and liquidity. In addition, Mr. Hance's CPA background, his experience as a Chief Financial Officer, and his tenure as Vice Chairman of Bank of America, provide the Board with another experienced point of view in accounting, Audit Committee, and general risk management matters.

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GRAPHIC
William W. Helman IV
Age: 55
Director Since: 2011
Independent
Committees:
    Finance
    Nominating and
        Governance
    Sustainability

 

Principal Occupation: Partner, Greylock Partners, Cambridge, Massachusetts

Recent Business Experience: Mr. Helman joined Greylock Partners in 1984. Greylock is a venture capital firm focused on early stage investments in technology, consumer Internet, and healthcare. Mr. Helman led Greylock's investments in Millennium Pharmaceuticals, Hyperion, Vertex Pharmaceuticals, Zipcar, Inc., and UPromise, among others. In addition, Mr. Helman serves on the Board of Trustees of Dartmouth College and on the board of Harvard Management Company. He is on the board of the Isabella Stewart Gardner Museum, the Steppingstone Foundation, the Dartmouth-Hitchcock Hospital, and is a member of the Harvard Medical School Board of Fellows.

Public Company Directorships Within the Past Five Years: Zipcar, Inc.

Reasons for Nomination: The Board believes that Mr. Helman's experience as a venture capitalist in the technology, consumer internet, and healthcare industries brings a unique perspective to Board deliberations concerning new technology investments, social media marketing, and dealing effectively with healthcare issues. These issues are becoming increasingly important as the auto industry adopts new technologies, develops solutions to personal mobility challenges, adapts to new social media techniques, and the country fully implements new federal healthcare legislation.

          
       
          

 

GRAPHIC
Jon M. Huntsman, Jr.
Age: 53
Director Since: February 2012
Independent
Committees:
    Compensation
    Nominating and
        Governance
    Sustainability

 

Principal Occupation: Chairman of the Huntsman Cancer Foundation, Salt Lake City, Utah

Recent Business Experience: Governor Huntsman was appointed Chairman of the Huntsman Cancer Foundation on January 26, 2012. He was U.S. Trade Ambassador and most recently Ambassador to China from August 2009 until April 2011. Prior to that, Gov. Huntsman was twice elected Governor of Utah from 2005 to 2009. He began his public service career as a White House staff assistant to President Ronald Reagan and has since included appointments as Deputy Assistant Secretary of Commerce for Asia, U.S. Ambassador to Singapore, and Deputy U.S. Trade Representative. Gov. Huntsman serves on the boards of the U.S. Naval Academy Foundation and the University of Pennsylvania. In addition he serves as a distinguished fellow at the Brookings Institute, a trustee of the Carnegie Endowment for International Peace, a trustee of the Reagan Presidential Foundation, and Chairman of the Board of the Atlantic Council of the United States.

Current Public Company Directorships: Huntsman Corporation; Caterpillar, Inc.; and Chevron Corporation

Reasons for Nomination: The Board believes that Gov. Huntsman brings a wealth of experience in the Asia Pacific region, where the Company intends to grow significantly in the coming years. Gov. Huntsman's knowledge and expertise will assist the Board in its deliberations concerning the expansion of Ford's business in this growth region. In addition, Gov. Huntsman's extensive experience in government service provides the Board with unique insight of government relations at the state, federal, and international levels.

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Proposal 1. — Election of Directors

       

 

GRAPHIC
John C. Lechleiter
Age: 61
Director Since: 2013
Committees:
    Compensation
    Nominating and
        Governance

 

Principal Occupation: Chairman, President and Chief Executive Officer, Eli Lilly and Company, Indianapolis, Indiana

Recent Business Experience: Dr. Lechleiter has served as President and Chief Executive Office of Eli Lilly and Company since April 1, 2008 and as Chairman of the Board of Directors since January 1, 2009. In 2005, he was named President and Chief Operating Officer and joined the Board of Directors. In 2004, Dr. Lechleiter became Eli Lilly's Executive Vice President for pharmaceutical operations. In 2001, Dr. Lechleiter was appointed Executive Vice President for pharmaceutical products and corporate development. Dr. Lechleiter became Senior Vice President of pharmaceutical products in 1998, was named Vice President for development and regulatory affairs in 1996, and was appointed Vice President of regulatory affairs in 1994. He was named Executive Director of pharmaceutical product development in 1991 and became a Vice President in 1993. Dr. Lechleiter is a member of the American Chemical Society and Business Roundtable. He also serves on the board of the Pharmaceutical Research and Manufacturers of America, as President of the International Federation of Pharmaceutical Manufacturers & Associations, as chairman of the U.S. — Japan Business Council, and on the boards of United Way Worldwide, Xavier University (Cincinnati, Ohio), Life Sciences Foundation, and the Central Indiana Corporate Partnership.

Current Public Company Directorships: Eli Lilly and Company and Nike, Inc.

Reasons for Nomination: The Board believes that Dr. Lechleiter's extensive experience in the highly regulated pharmaceutical field will assist the Board as the Company adapts to an increasingly complex regulatory environment. Additionally, Dr. Lechleiter's experience as the CEO of a multi-national company and his knowledge of science, marketing, management and international business will aid the Board in its deliberations, especially as Ford seeks to expand its market share in regions outside North America.

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GRAPHIC
Ellen R. Marram
Age: 66
Director Since: 1988
Presiding Independent
    Director
Committees:
    Compensation
    Nominating and
        Governance
    Sustainability

 

Principal Occupation: President, The Barnegat Group, LLC, New York, New York

Recent Business Experience: Ms. Marram is President of the Barnegat Group, LLC, a business advisory firm. From September 2000 through December 2005, Ms. Marram was Managing Director of North Castle Partners, LLC, a private equity firm. Ms. Marram previously served as President and CEO of Tropicana Beverage Group from September 1997 until November 1998, and had previously served as President of the Group, as well as Executive Vice President of The Seagram Company Ltd. and Joseph E. Seagram & Sons, Inc. Before joining Seagram in 1993, she served as President and CEO of Nabisco Biscuit Company and Senior Vice President of the Nabisco Foods Group from June 1988 until April 1993. Ms. Marram is a member of the board of Newman's Own, Inc., a trustee of Wellesley College, an Advisor Emeritus to Deutsche Bank NA, and serves on a number of non-profit boards, including Institute for the Future, New York Presbyterian Hospital, and the Lincoln Center Theater.

Current Public Company Directorships: The New York Times Company and Eli Lilly and Company

Reasons for Nomination: The Board believes that Ms. Marram's general management and marketing experience in managing well-known consumer brands adds significant expertise to Ford's focus on strengthening our core brands. Additionally, Ms. Marram's experience in advising companies provides her with multiple perspectives on successful strategies across a variety of businesses. Ms. Marram also brings a keen understanding of corporate governance matters to her position as Presiding Independent Director.

          
       
          

 

GRAPHIC
Alan Mulally
Age: 68
Director Since: 2006
Committees:
    Finance

 

Principal Occupation: President and Chief Executive Officer, Ford Motor Company

Recent Business Experience: Mr. Mulally was elected President and Chief Executive Officer of Ford effective September 1, 2006. Since March 2001, Mr. Mulally had been Executive Vice President of the Boeing Company and President and Chief Executive Officer of Boeing Commercial Airplanes. He also was a member of the Boeing Executive Council. Prior to that time, Mr. Mulally served as President of Boeing's space and defense business. Mr. Mulally has served as co-chair of the Washington Competitiveness Council, and has sat on the advisory boards of NASA, the University of Washington, the University of Kansas, the Massachusetts Institute of Technology, and the U.S. Air Force Scientific Advisory Board. He is a member of the U.S. National Academy of Engineering and a fellow of England's Royal Academy of Engineering.

Reasons for Nomination: As Ford's President and CEO, the Board believes that Mr. Mulally continues to provide the strategic and management leadership necessary to create an exciting viable Ford delivering profitable growth for all. Mr. Mulally has led the successful implementation of the ONE Ford Plan and developed a global leadership team that works together effectively. He has institutionalized the Creating Value Roadmap Process as Ford's primary risk management tool. The Board believes that Mr. Mulally's leadership skills will continue to create value for Ford and our stakeholders.

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GRAPHIC
Homer A. Neal
Age: 71
Director Since: 1997
Independent
Committees:
    Finance
    Nominating and
        Governance
    Sustainability (Chair)

 

Principal Occupation: Director, ATLAS Project, Professor of Physics, Interim President Emeritus, and Vice President for Research Emeritus, University of Michigan, Ann Arbor, Michigan

Recent Business Experience: Dr. Neal is Director, University of Michigan ATLAS Project, Samuel A. Goudsmit Distinguished Professor of Physics, Interim President Emeritus and Vice President for Research Emeritus at the University of Michigan. He joined the University as Chairman of its Physics Department in 1987 and in 1993 was named University Vice President of Research. Dr. Neal served as Interim President of the University of Michigan from July 1, 1996 to February 1, 1997. He has served as a member of the U.S. National Science Board, the Advisory Board of the Oak Ridge National Laboratory, as trustee of the Center for Strategic and International Studies, as a member of the Board of Regents of the Smithsonian Institution and as a member of the Advisory Board for the Lawrence Berkeley National Laboratory. He has also been a member of the Board of Physics and Astronomy of the National Research Council and has served as Chair of the Physics Advisory Council of the National Science Foundation. Dr. Neal currently is a member of the Board of Trustees of the Richard Lounsbery Foundation and a member of the Council of the Smithsonian National Museum of African American History and Culture. His research area is high energy physics and he is presently involved in the major ATLAS experiment at the European Organization for Nuclear Research in Geneva, Switzerland.

Reasons for Nomination: The Board believes that Dr. Neal's vast experience and knowledge in the field of science brings a unique skill to the Board. Dr. Neal's expertise has assisted our intellectual property management process through his presence on the Ford Board of Directors and on the Board of Managers of Ford Global Technologies, LLC. Additionally, as Chair of the Sustainability Committee, he continues to apply his unique scientific knowledge to the development and implementation of Ford's long-term sustainability strategy.

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GRAPHIC
Gerald L. Shaheen
Age: 69
Director Since: 2007
Independent
Committees:
    Audit
    Nominating and
        Governance (Chair)

 

Principal Occupation: Retired Group President, Caterpillar, Inc., Peoria, Illinois

Recent Business Experience: Mr. Shaheen was appointed Group President of Caterpillar in November 1998 and had responsibility for the design, development and production of the company's large construction and mining equipment, as well as marketing and sales operations in North America, Caterpillar's components business, and its research and development division. Mr. Shaheen joined Caterpillar in 1967 and held a variety of management positions. He retired from Caterpillar effective February 1, 2008. Mr. Shaheen is a board member and past chairman of the U.S. Chamber of Commerce, a board member of the MS Society of Greater Illinois, Chairman of the Illinois Neurological Institute, and member of the Board of Trustees of Bradley University.

Current Public Company Directorships: AGCO Corporation

Reasons for Nomination: The Board believes that Mr. Shaheen's extensive experience as a Group President at Caterpillar adds a depth of manufacturing and general management knowledge that is beneficial for an automobile manufacturer. His knowledge of marketing and sales, as well as experience in research and development, related to the manufacture and sale of products in a capital and labor intensive industry, provide valuable insight into Ford's efforts to build products our customers want and value.

          
       
          

 

GRAPHIC
John L. Thornton
Age: 60
Director Since: 1996
Independent
Committees:
    Compensation
    Finance
    Nominating and
        Governance

 

Principal Occupation: Professor and Director, Global Leadership Program at the Tsinghua University School of Economics and Management, Beijing, China

Recent Business Experience: Mr. Thornton also serves as Co-Chairman of Barrick Gold Corporation, Chairman of the Board of Trustees of the Brookings Institution, advisory board member of China Investment Corporation (CIC) and advisory board member of China Securities Regulatory Commission. Mr. Thornton retired as President and Director of The Goldman Sachs Group, Inc. in 2003.

Current Public Company Directorships: China Unicom (Hong Kong) Limited and Barrick Gold Corporation

Public Company Directorships Within the Past Five Years: Intel, Inc.; News Corporation; and HSBC Holdings, plc.

Reasons for Nomination: The Board believes that Mr. Thornton's extensive experience in corporate finance matters is critical to achieving the ONE Ford goals of financing our plan, improving our balance sheet, and creating profitable growth for all. Also, Mr. Thornton's extensive knowledge of international business, especially in China, brings to the Board valuable insight into what has become one of the world's most important automotive growth markets.

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Proposal 1. — Election of Directors


Director Compensation in 2013(1)

                               

 

 

(a)


 
(b)

 
(c)

 
(d)

 
(e)

&zwsp;

 

 

Name


 


Fees Earned or
Paid in Cash(1)
($)



 

Stock Awards
($)


 


All Other
Compensation(2)
($)



 

Total
($)


&zwsp;

 

 

Stephen G. Butler

    270,000     0     29,414     299,414    

&zwsp;  

 

Kimberly A. Casiano

    250,000     0     28,795     278,795   &zwsp;

 

 

Anthony F. Earley, Jr.

    250,000     0     23,960     273,960    

&zwsp;  

 

Edsel B. Ford II

    250,000     0     664,458     914,458   &zwsp;

 

 

Richard A. Gephardt

    250,000     0     30,176     280,176    

&zwsp;  

 

James P. Hackett**

    83,333     0     4,931     88,264   &zwsp;

 

 

James H. Hance, Jr.

    250,000     0     29,021     279,021    

&zwsp;  

 

William W. Helman IV

    250,000     0     12,980     262,980   &zwsp;

 

 

Irvine O. Hockaday, Jr.*

    137,500     0     18,697     156,197    

&zwsp;  

 

Jon M. Huntsman, Jr.

    250,000     0     36,756     286,756   &zwsp;

 

 

John C. Lechleiter**

    62,500     0     1,064     63,564    

&zwsp;  

 

Richard A. Manoogian

    270,000     0     31,996     301,996   &zwsp;

 

 

Ellen R. Marram

    273,333     0     31,260     304,593    

&zwsp;  

 

Homer A. Neal

    265,000     0     44,603     309,603   &zwsp;

 

 

Gerald L. Shaheen

    258,750     0     35,793     294,543    

&zwsp;  

 

John L. Thornton

    250,000     0     25,615     275,615   &zwsp;

* Mr. Hockaday did not stand for re-election at the 2013 Annual Meeting, and amounts paid to Mr. Hockaday were prorated in connection with his departure from the Board on May 9, 2013.

** Amounts paid to Mr. Hackett and Dr. Lechleiter were prorated in connection with their appointments to the Board on September 11, 2013 and October 1, 2013, respectively.

(1) Standard Compensation Arrangements

Fees.    Effective as of July 1, 2013, the Board of Directors agreed that the following compensation will be paid to non-employee directors of the Company:

Annual Board membership fee

  $ 250,000  

Annual Presiding Director fee

  $ 30,000  

Annual Audit Committee chair fee

  $ 25,000  

Annual Compensation Committee chair fee

  $ 25,000  

Annual other Committee chair fee

  $ 15,000  

The annual Board membership fee of $250,000 has been in place since January 1, 2012. A review of director compensation at companies similarly situated to Ford indicated that the Audit Committee and Compensation Committee chair fees were below competitive levels. Consequently, the Board increased the fees paid for those positions from $15,000 to $25,000. The Board also approved an increase in the Presiding Independent Director fee from $25,000 to $30,000. The increases are consistent with Ford's philosophy of paying its directors near the top level of the leading companies in order to permit the Company to continue to attract quality directors.

Deferred Compensation Plan.    Under this plan, 60% of a director's annual Board membership fee must be deferred in common stock units. Directors also can choose to have the payment of all or some of the remainder of their fees deferred in the form of cash or common stock units. Each common stock unit is equal in value to a share of common stock and is ultimately paid in cash. These common stock units generate Dividend Equivalents in the form of additional common stock units (if dividends are paid on common stock). These units are credited to the directors' accounts on the date common stock cash dividends are paid. Any fees deferred in cash are held

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Table of Contents

in the general funds of the Company. Interest on fees deferred in cash is credited semi-annually to the directors' accounts at the then-current U.S. Treasury Bill rate plus 0.75%. In general, deferred amounts are not paid until after the director separates from the Board. The amounts are paid, at the director's option, either in a lump sum or in annual installments over a period of up to ten years. In light of the requirement that 60% of annual director fees are deferred into common stock units, and that directors do not realize the cash value of such units until after they leave the Board, there is no minimum share ownership requirement for members of the Board.

Insurance.    Ford provides non-employee directors with $200,000 of life insurance which ends when a director retires. A director can choose to reduce life insurance coverage to $50,000 and avoid any income imputation. Edsel B. Ford II did not participate in this plan during 2013 because, as a former employee he was entitled to $25,000 of Company-provided life insurance. Effective January 1, 2014, the non-employee director life insurance program was changed to allow former employees who become directors to participate in the program and keep the life insurance coverage provided to retired employees. The life insurance premiums paid by the Company for each director are included in column (d) and reflected in the All Other Compensation in 2013 table below. Ford also provides non-employee directors with the option to obtain Company provided healthcare insurance at no cost. The healthcare insurance is identical to healthcare insurance provided to employees, except for the employee paid portion of premiums. Seven directors have elected this option and that portion of the premiums that the Company pays on behalf of directors that employees typically pay is included in column (d) and reflected in the All Other Compensation in 2013 table below.

Evaluation Vehicle Program.    We provide non-employee directors with the use of up to two Company vehicles free of charge. Directors are expected to provide evaluations of the vehicles to the Company. The cost of providing these vehicles is included in column (d) and reflected in the All Other Compensation in 2013 table below.

(2) All Other Compensation in 2013 shown in column (d)

                                     

&zwsp;  

 

Name


 

Fees(i)
($)


 



Perquisites/
Evaluation
Vehicles(ii)
($)




 


Tax
Reimbursement
($)



 



Life
Insurance
Premiums
($)




 

Total
($)


&zwsp;

 

 

Stephen G. Butler

          16,445     12,679     290     29,414    

&zwsp;  

 

Kimberly A. Casiano

          16,878     11,627     290     28,795   &zwsp;

 

 

Anthony F. Earley, Jr.

          13,127     10,543     290     23,960    

&zwsp;  

 

Edsel B. Ford II

    650,000     14,066     0     392     664,458   &zwsp;

 

 

Richard A. Gephardt

          13,541     16,345     290     30,176    

&zwsp;  

 

James P. Hackett

          3,097     1,737     97     4,931   &zwsp;

 

 

James H. Hance, Jr.

          14,163     14,568     290     29,021    

&zwsp;  

 

William W. Helman IV

          6,298     6,392     290     12,980   &zwsp;

 

 

Irvine O. Hockaday, Jr.

          9,146     9,430     121     18,697    

&zwsp;  

 

Jon M. Huntsman, Jr.

          20,731     15,735     290     36,756   &zwsp;

 

 

John C. Lechleiter

          741     250     73     1,064    

&zwsp;  

 

Richard A. Manoogian

          14,987     16,719     290     31,996   &zwsp;

 

 

Ellen R. Marram

          17,427     13,760     73     31,260    

&zwsp;  

 

Homer A. Neal

    12,000     17,217     15,096     290     44,603   &zwsp;

 

 

Gerald L. Shaheen

          18,470     17,033     290     35,793    

&zwsp;  

 

John L. Thornton

          12,540     12,785     290     25,615   &zwsp;

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(i)
The amount shown for Edsel B. Ford II reflects the fees he earned pursuant to a January 1999 consulting agreement between the Company and Mr. Ford. The consulting fee is payable quarterly in arrears in cash. Mr. Ford is available for consultation, representation, and other duties under the agreement. Additionally, the Company provides facilities (including office space) and an administrative assistant to Mr. Ford. This agreement will continue until either party ends it with 30 days' notice. The amount shown for Dr. Neal reflects fees paid to him as a member of the Board of Managers of Ford Global Technologies, LLC, a wholly-owned entity that manages the Company's intellectual property. As a non-employee director of such board, Dr. Neal receives the customary fees paid to non-employee directors. Currently, the fees are: Annual Fee: $10,000, Attendance Fee: $1,000 per meeting. Dr. Neal attended both meetings of the Board of Managers of Ford Global Technologies, LLC, during 2013.

(ii)
All amounts shown in this column reflect the cost of: (i) evaluation vehicles provided to Directors (see footnote 1 above); (ii) the actual cost incurred for holiday gifts; and (iii) healthcare insurance premiums for certain directors (see footnote 1 above). We calculate the aggregate incremental costs of providing the evaluation vehicles by estimating the lease fee of a comparable vehicle under our Management Lease Program. The lease fee under that program takes into account the cost of using the vehicle, maintenance, license, title and registration fees, and insurance.

2014 Stock Plan for Non-Employee Directors

Effective January 1, 2014, the Board adopted the 2014 Stock Plan for Non-Employee Directors of Ford Motor Company (the "2014 Plan"). The 2014 Plan is structured so that 60% of the Annual Board membership fee is mandatorily paid in Restricted Stock Units ("RSUs"). Each Director will also have the option of having some or all of his or her remaining fees paid in RSUs pursuant to the 2014 Plan. Each Director has the option to choose when the RSUs settle into shares of Ford common stock as follows: (i) immediately on the grant date; (ii) the earlier of five years from the date of grant and separation from the Board; or (iii) at separation from the Board. The Board adopted the 2014 Plan because the RSUs settle in shares of common stock, thus further aligning the interests of directors and shareholders. Directors are not permitted to sell, hedge, or pledge the 60% mandatory portion of the Annual Board fees until after separation from the Board, even if the RSUs settle into shares of common stock prior to separation from the Board.

You are being asked to approve of the 2014 Plan at the Annual Meeting. Please refer to Proposal 4 on pp. 81-85 for a more detailed description of the material terms of the 2014 Plan. If you approve of the 2014 Plan, no further deferrals of Director fees will be made under the Deferred Compensation Plan. If you do not approve of the 2014 Plan, Director fees will continue to be deferred pursuant to the Deferred Compensation Plan (see footnote 1 on pp. 35-36).

The Board of Directors recommends a Vote "FOR" Proposal 1.

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Table of Contents

Proposal 2. — Ratification of Independent Registered Public Accounting Firm

Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors selects and hires the independent registered public accounting firm to audit Ford's books of account and other corporate records. You must approve the Audit Committee's selection for 2014.

The Audit Committee selected PricewaterhouseCoopers LLP to audit Ford's books of account and other corporate records for 2014. PricewaterhouseCoopers LLP is well qualified to audit Ford's books of account and other corporate records. Representatives of PricewaterhouseCoopers LLP will be present at the meeting with the opportunity to make a statement and answer questions.

Amounts paid by the Company to PricewaterhouseCoopers LLP for audit and non-audit services rendered in 2012 and 2013 are disclosed in the Audit Committee Report (see p. 39).

Ford management will present the following resolution to the meeting:

"RESOLVED, That the selection, by the Audit Committee of the Board of Directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the books of account and other corporate records of the Company, and to review the effectiveness of the Company's internal controls over financial reporting, for 2014 is ratified."

The Board of Directors recommends a Vote "FOR" Proposal 2.

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Audit Committee Report

The Audit Committee is composed of five directors, all of whom meet the independence standards contained in the NYSE Listed Company rules, SEC rules and Ford's Corporate Governance Principles, and operates under a written charter adopted by the Board of Directors. A copy of the Audit Committee Charter may be found on the Company's website, www.corporate.ford.com. The Audit Committee selects, subject to shareholder ratification, the Company's independent registered public accounting firm.

Ford management is responsible for the Company's internal controls and the financial reporting process. The independent registered public accounting firm, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), is responsible for performing independent audits of the Company's consolidated financial statements and internal controls over financial reporting and issuing an opinion on the conformity of those audited financial statements with United States generally accepted accounting principles and on the effectiveness of the Company's internal controls over financial reporting. The Audit Committee monitors the Company's financial reporting process and reports to the Board of Directors on its findings. PricewaterhouseCoopers served as the Company's independent registered public accounting firm in 2013 and 2012.

Audit Fees

The Company paid PricewaterhouseCoopers $37.7 million and $36.5 million for audit services for the years ended December 31, 2013 and 2012, respectively. Audit services consisted of the audit of the financial statements included in the Company's Annual Report on Form 10-K, reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q, attestation of the effectiveness of the Company's internal controls over financial reporting, preparation of statutory audit reports, and providing comfort letters in connection with Ford and Ford Motor Credit Company funding transactions.

Audit-Related Fees

The Company paid PricewaterhouseCoopers $5.9 million and $4.3 million for audit-related services for the years ended December 31, 2013 and 2012, respectively. Audit-related services included support of funding transactions, due diligence for mergers, acquisitions and divestitures, employee benefit plan audits, attestation services, internal control reviews, and assistance with interpretation of accounting standards.

Tax Fees

The Company paid PricewaterhouseCoopers $3.3 million and $3.2 million for tax services for the years ended December 31, 2013 and 2012, respectively. The types of tax services provided included assistance with tax compliance and the preparation of tax returns, tax consultation, planning and implementation services, assistance in connection with tax audits, and tax advice related to mergers, acquisitions and divestitures. Of the fees paid for tax services, the Company paid 64% and 63% for tax compliance and the preparation of Company tax returns in 2012 and 2011, respectively.

All Other Fees

The Company paid PricewaterhouseCoopers $0.8 million and $2.2 million for other services for the years ended December 31, 2013 and 2012, respectively. The types of other services provided included advisory services to help support quantification of potential insurance claims and research analysis regarding new markets.

Total Fees

The Company paid PricewaterhouseCoopers a total of $47.7 and $46.2 million in fees for the years ended December 31, 2013 and 2012, respectively.

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Auditor Independence

During the last year, the Audit Committee met and held discussions with management and PricewaterhouseCoopers. The Audit Committee reviewed and discussed with Ford management and PricewaterhouseCoopers the audited financial statements and the assessment of the effectiveness of internal controls over financial reporting contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. The Audit Committee also discussed with PricewaterhouseCoopers the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, as well as by SEC regulations.

PricewaterhouseCoopers submitted to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the audit committee concerning independence. The Audit Committee discussed with PricewaterhouseCoopers such firm's independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC.

The Audit Committee also considered whether the provision of other non-audit services by PricewaterhouseCoopers to the Company is compatible with maintaining the independence of PricewaterhouseCoopers and concluded that the independence of PricewaterhouseCoopers is not compromised by the provision of such services.

Annually, the Audit Committee pre-approves categories of services to be performed (rather than individual engagements) by PricewaterhouseCoopers. As part of this approval, an amount is established for each category of services (Audit, Audit-Related, Tax Services, and other services). In the event the pre-approved amounts prove to be insufficient, a request for incremental funding will be submitted to the Audit Committee for approval during the next regularly scheduled meeting. In addition, all new engagements greater than $250,000 will be presented in advance to the Audit Committee for approval. A regular report is prepared for each regular Audit Committee meeting outlining actual fees and expenses paid or committed against approved fees.

Audit Committee

Stephen G. Butler (Chair)

 

James H. Hance, Jr.
Kimberly A. Casiano   Gerald L. Shaheen

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Proposal 3. — Approval of the Compensation of the Named Executives

Proposal 3 — Approval of the Compensation of the Named Executives

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide you with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our Named Executives, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. At the 2011 Annual Meeting you approved our proposal to provide you with this opportunity on an annual basis.

As described in detail in the "Compensation Discussion and Analysis," we seek to closely align the interests of our Named Executives with yours. Our compensation programs are designed to reward our Named Executives for the achievement of short-term and long-term strategic and operational goals, while at the same time avoiding unnecessary or excessive risk-taking. We urge you to read the "Compensation Discussion and Analysis" on pp. 42-63 and the other related executive compensation disclosures so that

you have an understanding of our executive compensation philosophy, policies, and practices.

The vote on this resolution is not intended to address any specific element of compensation; rather the vote relates to the compensation of our Named Executives, as described in this Proxy Statement. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors, or the Compensation Committee.

Ford management will present the following resolution to the meeting:

"RESOLVED, That the Company's shareholders approve, on an advisory basis, the compensation of the Named Executives, as disclosed in the Company's Proxy Statement for the 2014 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure."

The Board of Directors recommends a Vote "FOR" Proposal 3.

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Executive Compensation

Compensation Discussion and Analysis (CD&A)

Executive Summary


In 2013, we continued to implement our ONE Ford Plan, the key elements of which are:

    1.
    Aggressively restructure to operate profitably at the current demand and changing model mix.

    2.
    Accelerate development of new products our customers want and value.

    3.
    Finance our plan and improve our balance sheet.

    4.
    Work together effectively as one team, leveraging Ford's global assets.

The Company's Performance

We believe in the effectiveness of our ONE Ford Plan and the compensation programs that we have designed to support it. The table below shows our performance in key metrics over the past three years:

                         

 

 

 


 
2011

 
2012

 
2013

&zwsp;

 

 

Global Profits-Before Taxes ("PBT")*

  $ 8.8 Bils.   $ 8.0 Bils.   $ 8.6 Bils.    

&zwsp;  

 

Automotive Operating-Related Cash Flow**

  $ 5.6 Bils.   $ 3.4 Bils.   $ 6.1 Bils.   &zwsp;

 

 

Automotive Operating Margin*

    5.4%     5.3%     5.4%    

&zwsp;  

 

Total U.S. Market Share

    16.5%     15.2%     15.7%   &zwsp;

 

 

Total Company Net Revenue

  $ 135.6 Bils.   $ 133.6 Bils.   $ 146.9 Bils.    
*
Excludes special items. For reconciliation of our total profits-before-taxes to U.S. generally accepted accounting principles ("GAAP"), please refer to Appendix I.

**
For reconciliation of our Automotive Operating-Related Cash Flow to GAAP, please refer to Appendix II.

We demonstrated our growth strategy during 2013 when we:

Launched 11 vehicles globally;

Increased wholesale volumes by 12% and automotive revenue by 10%, compared to 2012;

Announced plans to launch 17 vehicles over the next two years in Middle East and Africa, our new business unit, to accelerate growth in that region;

Accelerated our European product launch plans to at least 25 vehicles in 5 years; and

Continued our largest and fastest manufacturing expansion in more than 50 years, by opening two new plants by our China joint ventures and plan to bring two new global products to China.

In addition, 2013 was another strong year for our financial performance, among our best ever, and included the following:

Full year pre-tax profit of $8.6 billion;

Highest full year Automotive pre-tax profit in more than a decade with record profits in North America and Asia Pacific, about breakeven in South America, and a lower loss in Europe;

Record positive operating-related cash flow of $6.1 billion for the full year; and

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Ended 2013 with Automotive gross cash of $24.8 billion, exceeding debt by $9.1 billion, and a strong liquidity position of $36.2 billion.

Two recent events further demonstrate our progress and support our confidence in the future. First, as of September 2013, four of the major rating agencies that rate us now report Ford and Ford Credit as investment grade. Second, after reinstating a dividend in 2012, and doubling it during the first quarter of 2013, we increased it by an additional 25%, to 12.5 cents per share, in the first quarter of 2014 to provide a direct financial return to our investors. These actions reinforce our vision of creating an exciting viable Ford delivering profitable growth for all.

Ford Total Shareholder Return ("TSR") Performance

CHART

As further evidence that our ONE Ford Plan is effective, our results have remained consistently strong over a sustained period of time and have also driven shareholder return. The table above shows that Ford's total shareholder returns over the five year period ended December 31, 2013 have exceeded the average total shareholder returns of the S&P 500 and of our survey group companies (for a list of the companies in our survey group see p. 47). Although our one-year and three-year TSR results lag those of our comparators, we note that we have performed well over those periods in the metrics that drive TSR, such as Automotive operating-related cash flow, Automotive operating margin, and total Company net revenue (see table on p. 42). As we continue to implement our ONE Ford Plan, we are confident that our TSR results will improve accordingly.

How Compensation is Tied to Company Performance

As we have for many years, in 2013 we tied our executive compensation practices to performance against defined metrics aligned with the ONE Ford objectives. The metrics used in our cash and equity incentive plans have remained consistent for the past several years, and performance against these metrics provided the basis for the compensation decisions for the Named Executives.

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Payouts under the Incentive Bonus Plan for the 2013 performance period were higher than the payouts for the 2012 performance period (see column (g) of the Summary Compensation Table on p. 64). Payouts were higher because our 2013 performance-to-objectives was higher than our 2012 performance-to-objectives.

In addition, the Performance Units granted in 2013 paid out at 100% of target, reflecting the Company's performance against objectives established under these awards. The direct correlation between the payouts under our Incentive Bonus Plan and the Performance Units demonstrates our pay-for-performance philosophy (see Compensation Philosophy, Strategy, and Guiding Principles on pp. 45-46).

Executive Compensation and Governance Practices

Underlying our compensation programs is an emphasis on sound governance practices. These practices include:

a fully independent compensation consultant to the Compensation Committee;

robust stock ownership goals for officers; and

a compensation clawback policy that requires any Company officer to repay or return cash bonuses and/or equity awards in certain circumstances (see Risk Assessment Regarding Compensation Policies and Practices on pp. 13-14 and Compensation Committee Operations on pp. 14-15).

We reviewed and discussed the findings of a risk assessment of these and other compensation policies and practices with the Compensation Committee, who also reviewed and discussed the findings with the Committee's independent consultant, and concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our ONE Ford Plan and do not encourage excessive or unnecessary risk-taking behavior. As a result, we do not believe that risks relating to our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on the Company. Consequently, we did not make any significant changes to our executive compensation practices for 2013 as a result of our compensation risk analysis.

Named Executive Officers


The Named Executives are:

    Alan Mulally — President and Chief Executive Officer

    Robert L. Shanks — Executive Vice President and Chief Financial Officer

    William Clay Ford, Jr. — Executive Chairman

    Mark Fields — Chief Operating Officer

    Joseph R. Hinrichs — Executive Vice President — The Americas

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Executive Compensation

How We Determine Compensation


Our compensation and benefits Philosophy, Strategy, and Guiding Principles are the pillars that provide the foundation within which compensation and benefits programs are developed at Ford. The Guiding Principles ensure our Philosophy and Strategy statements are applied consistently across the business for our salaried employees, and driving total shareholder return is inherent in each pillar. They work together — no one principle is more important than any other and business judgment is used to balance them to ensure our compensation and benefit programs are effective in supporting our objectives. The Compensation Committee adopted the following with respect to all salaried employees.

Compensation and Benefits Philosophy:    "Compensation and benefits programs are an important part of the Company's employment relationship, which also includes challenging and rewarding work, growth and career development opportunities, and being part of a leading company with a diverse workforce and great products. Ford is a global company with consistent compensation and benefits practices that are affordable to the business.

Pay for performance is fundamental to our compensation philosophy. We reward individuals for performance and contributions to business success. Our compensation and benefits package in total will be competitive with leading companies in each country."

Strategy Statement:    "Compensation will be used to attract, retain, and motivate employees and to reward the achievement of business results through the delivery of competitive pay and incentive programs. Benefits provide employees with income security and protection from catastrophic loss. The Company will develop benefit programs that meet these objectives while minimizing its long-term liabilities."

Guiding Principles:

Performance Orientation. "Compensation programs should support and reinforce a pay-for-performance culture. They should motivate and reward employees for achieving desired business results. Benefit programs should provide income security and support/protect for catastrophic loss."

Competitive Positioning. "Competitive compensation and benefit programs are critical to attracting, motivating and retaining a high performing workforce. We target the average competitive level of automotive and other leading companies within the national market, including large automotive, leading multinational and other selected companies, as appropriate. Competitiveness will be measured based on program value to employees relative to the comparator group. When business conditions are such that our incentive programs do not provide competitive compensation on a longer-term basis, we will utilize short- and long-term retention programs to ensure the Company retains key employees who enable the Company to respond successfully to financial and operational challenges."

Affordability. "Compensation and benefits must be affordable to the Company over the medium- to long-term. To the extent possible, compensation and benefit programs will not fluctuate significantly based on short-term business conditions."

Desired Behaviors. "Compensation and benefit programs should support the Company's business performance objectives and promote desired behaviors."

Flexibility. "Compensation, benefit, and other related programs should take into account workforce diversity and provide meaningful individual choice where appropriate."

Consistency and Stability. "It is a Company objective to provide consistent and stable programs globally (subject to legal, competitive and cultural constraints), particularly for higher level positions. Compensation and benefit programs should have a high degree of consistency within countries (i.e., among various pay levels and employee groups) and should not fluctuate significantly year-over-year. Programs may vary when competitively driven."

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Delivery Efficiency. "Compensation, benefit, and other related programs should be understandable and easy to administer while leveraging economies of scale and technology. They should be implemented in a consistent, equitable, and efficient manner.

    Programs will be delivered in a manner that is tax-effective to the Company and employees as far as practicable."

Delivery Effectiveness. "Clearly defined metrics should be developed for compensation, benefit, and other related programs that are aligned with corporate business performance metrics. Metrics are designed and utilized to measure and continually improve business results."

The Philosophy and Strategy statements and Guiding Principles are reviewed by the Committee on a regular basis and there were no material changes made in 2013.

In keeping with the above, our total direct compensation for Named Executives, consisting of base salary, annual cash incentive and long-term equity incentive, is heavily weighted towards performance. Base salary represents 25% or less of each Named Executive's target opportunity, and a majority of our executives' target compensation is contingent on meeting incentive plan metrics.

ONE Ford

As noted above, one of the primary objectives of our compensation program is to drive executive behavior to accomplish key strategic goals. Our President and Chief Executive Officer, Alan Mulally, worked with the senior leadership team to further developed the Company's strategic priorities under the strategy of ONE Ford. ONE Ford provides a single definition of our objectives and how we need to deliver those objectives to achieve success globally. ONE Ford aligns our efforts toward a common definition of success, which includes One Team executing One Plan to deliver One Goal — an exciting, viable Ford delivering profitable growth for all.

Given these priorities, the Committee decided to emphasize corporate profitability before tax, Automotive operating-related cash flow, cost performance, quality, and market share in our incentive plans for 2013. We disclosed in last year's CD&A that the Committee decided to use corporate performance for all metrics for the 2013 performance period for the Incentive Bonus Plan and the annual Performance Unit grants, rather than individual Business Unit performance for certain metrics such as Business Unit profits before tax. This change continued to drive teamwork across the global organization.

As discussed in greater detail below, performance in these critical areas drove the compensation decisions related to our Incentive Bonus Plan and Performance Units for Named Executives for 2013. For more detail on these metrics and how they were used in our incentive programs, refer to Incentive Bonuses on pp. 52-56 and Annual Performance Unit and Stock Option Grants on pp. 57-58. This compensation structure is consistent with our compensation Philosophy, Strategy, and Guiding Principles of performance orientation, flexibility, competitive positioning, affordability, and reinforcing desired behaviors.

Competitive Survey

In December 2012, the Committee reviewed a report analyzing Ford's compensation programs for executives. The report was prepared by the Company, reviewed by the Committee's independent consultant, and was based on information obtained from the Towers Watson Executive Compensation Database. The survey group compensation data was collected during the second quarter of 2012 and, therefore, reflected any bonuses paid in early 2012 for 2011 performance, as well as equity grants made in early 2012. The report discussed how our executive compensation program compared with those of peer companies on base salary, annual bonus, long-term incentives, and total direct compensation.

While the Committee uses the survey data as a reference point, it is not, and was not in 2013, the sole determining factor in executive compensation decisions. We generally seek to provide total compensation opportunities at or around the survey group's median total compensation. Consistent with our compensation Guiding Principles discussed above, we incorporate flexibility into our compensation

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programs to respond to, and adjust for, changes in the business/economic environment and individual accomplishments, performance and circumstances.

Throughout the CD&A we discuss the competitiveness of the elements of the Named Executives' compensation compared to our survey group. The survey we use for these comparisons is a December 2013 survey also prepared by the Company and reviewed by the Committee's consultant, and based on the Towers Watson Executive Compensation Database. The Committee uses the following criteria, which were established in 2009 in consultation with the Committee's independent consultant, to determine the companies included in the survey group:

    Member of the Fortune 100.

    Similar primary business to Ford and/or similar business model (e.g., engineering, manufacturing, sales, financial services, job matches).

    Particular line of business will comprise no more than 20% of the total peer group.

    Must participate in the Towers Watson survey process.

The above criteria ensure that the chosen executive compensation survey group will be representative of Ford's market for talent. For the 2013 survey, the Committee dropped Procter & Gamble and Lockheed Martin because these companies have not participated in the survey in recent years. For 2013, the Committee added AT&T, Cisco Systems, and Coca-Cola because they best matched the above criteria. Changes to the survey group are typically minimized in order to support data stability and reliability.

We believe it is appropriate to include General Motors in our survey group, even though it has had government imposed pay restrictions, because it is our closest domestic competitor. Our non-U.S. based competitors, such as Nissan, Toyota, and Honda, do not participate in the Towers Watson survey process. Our peer group includes the following companies:

3M   Chrysler   ExxonMobil   IBM
Alcoa   Cisco Systems   General Dynamics   Johnson & Johnson
AT&T   Coca-Cola   General Electric   PepsiCo
Boeing   ConocoPhillips   General Motors   Pfizer
Caterpillar   Dow Chemical   Hewlett-Packard*   United Technologies
Chevron   DuPont   Honeywell   Valero
*
Hewlett-Packard is typically included in our survey group but they were not included in the Towers Watson database this year.

The survey database did not contain enough job-position-related matches for Mr. Ford, as Executive Chairman, and Mr. Fields, as Chief Operating Officer, and, therefore, did not yield results for those positions. Consequently, their compensation was excluded from our analysis of how the total direct compensation of our Named Executives compares to that of the survey group. The 2013 survey results indicated that the actual total direct compensation for Mr. Mulally was significantly above the median. For Messrs. Shanks and Hinrichs, who are both newer to their current roles, total direct compensation was below the median. An analysis of how each element of compensation listed below compared to the survey data for 2013, as well as how the factors described above, including the competitive survey data review, affected Named Executive compensation decisions during 2013, is included in the discussion of each element.

Internal Pay Equity and Equity-Value Accumulation Analyses

Periodically, the Committee reviews the amount of all components of compensation of our executive officers. This review includes data on salary, annual bonuses, and equity-based awards, as well as qualitative data on perquisites. The Committee also takes into account relative pay considerations within the officer group and data covering individual performance. The Committee uses this analysis to

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assist it in ensuring internal equity among the executive officer group.

The Committee also considers the potential value of outstanding equity grants and uses this information as one data-point in evaluating equity compensation grants. For instance, the Committee regularly reviews the value of equity-based awards at certain price levels of Ford stock. The analysis includes the following:

    "in-the-money" stock options;

    unvested Restricted Stock Units; and

    2013 Performance Unit grant.

The Committee uses this analysis to evaluate the accumulated wealth and retention value in equity of the Named Executives in light of the Company's change in market value. Given our stock performance during the past three years, the Committee believes, that even though our equity grant values to officers are, in general, below the median, our equity-based incentive programs have been effective to attract, motivate and retain executives, as well as incentivize executives to accomplish our ONE Ford objectives.

The Committee may consider moving grant values more to the median of the comparator group in light of future movements in our stock price and other considerations, such as competitive positioning. As discussed in Equity-Based Compensation on pp. 56-58, the Committee did consider competitive positioning in granting awards to certain of the Named Executives.

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Executive Compensation

Management Recommendations

The Committee considers recommendations from Mr. Ford, Mr. Mulally, and the Group Vice President — Human Resources and Corporate Services, in developing compensation plans and evaluating performance of other executive officers. The Committee's independent consultant also provides advice and analyses on the structure and level of executive compensation (see Compensation Committee Operations on pp. 14-15). As noted in How We Determine Compensation — ONE Ford above, Mr. Mulally established the ONE Ford corporate priorities. Our senior leadership team developed the 2013 business plan metrics and targets to support our ONE Ford priorities. Our Human Resources and Finance departments developed the incentive plan performance weightings and targets in support of the business plan and ONE Ford. Final decisions on the design of our incentive plans and any major element of compensation, however, as well as total compensation for each executive officer, were made by the Compensation Committee.

What We Pay and Why We Pay It


The table below lists the on-going elements of our total compensation program and why we provide these elements:

CHART

Each compensation element is aligned with the Philosophy, Strategy and Guiding Principles discussed on pp. 45-46.

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To achieve our objectives and to support our business strategy, compensation paid to our executives is structured to ensure that there is an appropriate balance among the various forms of compensation. The Committee attempts to strike appropriate balances by analyzing the competitive market for executive talent, our business results and forecasts, and our key strategic goals for the year. The charts below show the various balances we achieved among our executive officer group compared to the balances achieved by the survey group:

    Ford     Comparator Group Median  


LEGEND

 


CHART

 


CHART

As the charts indicate, Ford's overall allocation is in line with the comparator group's median.

Annual Compensation


Annual compensation for our executives includes salary and incentive bonus, if earned, paid in cash.

Salaries

When considering increases to base salaries, the Compensation Committee takes into account the following factors:

    the individual's job duties, performance and achievements;

    similar positions of responsibility within the Company (internal pay equity);

    job tenure, time since last salary increase, retention concerns and critical skills; and

    level of pay relative to comparable positions at companies in the survey group.

The Compensation Committee reviews salaries of the Named Executives annually and at the time of a promotion or other major change in responsibilities. Our competitive survey results for 2013 indicated that salary for Mr. Mulally was above the median of the comparator group, while the salaries for Messrs. Shanks and Hinrichs were at the median. We believe that paying base salaries at or above the competitive survey is appropriate to retain executives throughout the business cycle.

Considering our strong business outlook for 2013, the Committee decided that granting merit increases for salaried employees would recognize the sustained progress made in our ONE Ford Plan. Consequently, the Committee decided to provide merit salary increases effective April 1, 2013, for Messrs. Shanks, Fields, and Hinrichs generally consistent with the 3% average merit salary increases for our salaried employees. With respect to these individuals, the Committee considered relative contributions and internal equity in determining the merit increases. Even with this increase, survey results showed that salaries for the executive officer group moved toward the median of the comparator group. Messrs. Ford and Mulally did not receive any increases to salary during 2013. The Committee considered that Mr. Mulally's salary is above the median of the survey

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group and that a significant portion of the compensation of the CEO and Executive Chairman should be performance-based.

Incentive Bonuses

As noted above, the Committee decided to use corporate metrics for our Incentive Bonus Plan. The corporate metrics and weightings align our executives to work together as a team in achieving common objectives that advance our ONE Ford Plan and enhance long-term capital appreciation. In addition, Corporate metrics in a global enterprise recognize the regional trade-offs that are frequently required to ensure overall corporate success on profit before taxes, Automotive operating-related cash flow, and cost performance. While the Committee established corporate metrics, the market share and quality metrics were based on individual market and Business Unit objectives. Consequently, individual Business Unit performance still affects the Incentive Bonus Plan results (see the footnotes to the Market Share Performance table and Quality Performance table on pp. 54-55). In 2013, the Committee set a formula that was based on the following metrics for the Named Executives (weighting of each metric in parenthesis):

    corporate PBT (35%);

    corporate Automotive operating-related cash flow (35%);*

    corporate cost performance (10%);

    a weighted average of all Business Unit market share performance (10%); and

    a weighted average of all Business Unit quality performance (10%).

*
We define total Automotive operating-related cash flow as automotive pre-tax profits (excluding special items as detailed in Ford's Annual Report on Form 10-K for the year ended December 31, 2013) adjusted for the following:

less: capital spending (additional cash outflow);

add back: depreciation and amortization (non-cash expense);

add/deduct: changes in receivables, inventory, and trade payables; and

other — primarily expense and timing differences.

    The following are excluded in the calculation of total Automotive operating-related cash flow:

    pension plan contributions; and

    tax payments from affiliates.

We evaluate the long-term success of our ONE Ford Plan by measuring total shareholder return ("TSR"). In our view, TSR appreciation in our industry is generated through revenue growth, strong operating margins, sustainable dividends, and a strong investment grade balance sheet. Our ONE Ford strategy and our Incentive Bonus plan metrics are aligned with these factors. For 2014, we further refined our incentive plan metrics to more closely align with TSR (see Compensation Programs for 2014 on p. 60).

The Named Executives and their respective Incentive Bonus targets for the 2013 performance period were as follows:

    Name   Target as % of Salary*   &zwsp;
    Alan Mulally                    175%    
    Mark Fields                    150%   &zwsp;
    Robert L. Shanks; Joseph R. Hinrichs                    100%    
    William Clay Ford, Jr.                    $1 million**   &zwsp;
*
The Committee established targets for executive officers based on the individual's level of responsibility, competitive compensation data, pay equity considerations among the executive officers, past target amounts, as well as the need for flexibility to motivate and reward exceptional performance while

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    maximizing the deductibility of compensation by following the shareholder approved terms of the Incentive Bonus Plan. When Mr. Mulally joined Ford, the Committee agreed that his Incentive Bonus Plan target would be 175% of his salary of $2 million. The Committee established the target for Chief Operating Officer, assumed by Mr. Fields in December 2012, at 150% of salary. The bonus target percentage for Mr. Mulally is above the survey group's median while the targets for Messrs. Shanks and Hinrichs are at the survey group's median.

**
In 2008, the Committee reduced Mr. Ford's Incentive Bonus target from 175% of salary to $1 million and increased his equity-based compensation target. The Committee believes this arrangement is more appropriate for the position of Executive Chairman and focuses his efforts on long-term objectives.

The amount earned under the Incentive Bonus Plan was determined pursuant to a pre-established sliding scale, based on various levels of achievement for each metric. If minimum performance levels had not been met for all metrics, the payout would have been zero. The maximum performance attainable for each metric was 200% of the target. The Committee believes that a scale which allows a maximum award of 200% of target incentivizes executives to exceed business objectives.

The charts on pp. 53-55 show the 2013 Incentive Bonus Plan and Performance Unit performance metrics and targets, and the performance results for the 2013 performance period.


2013 Incentive Bonus Plan and Performance Unit Performance Results

Based on the performance results in the Incentive Bonus Plan and Performance Unit Results for 2013 table on p. 53 the overall performance results for the 2013 performance period was 112%. The Committee decided to pay out the Incentive Bonus Plan awards to the Named Executives at the 112% of target level that was achieved (see column (g) of the Summary Compensation Table on p. 64). The Committee believes that the Named Executives' performance during 2013 in accelerating our European transformation plan and continuing to implement our growth strategy warranted a payout at the level achieved.

We outperformed in the Profits-Before-Taxes and Automotive Operating-Related Cash Flow metrics and underperformed in the Cost Performance, Market Share and Quality metrics. Because the Profits-Before-Taxes and Automotive Operating-Related Cash Flow metrics are weighted 35% each and the other metrics are weighted 10% each, the overall performance results still yielded an above target payout.

While we underperformed on our Cost metric for 2013, this was due primarily to higher volume related costs that supported increased wholesale volume and over-achievement of our Profits-Before-Taxes metric. We grew our market share in the U.S., South America and Asia Pacific, and we increased wholesale volumes and revenue in Europe. Although we did not meet our aggressive Market Share metric, we continued to focus on developing vehicles our customers want and value. The Quality metric is comprised of Things-Gone-Wrong ("TGW") and Warranty Spending data. As the graph on p. 55 shows, all regions experience mixed results in Quality performance. We appreciate that the quality of our products affects our reputational value. In response to our Quality performance, we are increasing the importance of Quality in our 2014 incentive plans and adding a customer satisfaction component to the metric in order to positively influence our Quality performance (see Compensation Programs for 2014 on p. 60).

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Incentive Bonus Plan and Performance Unit Results for 2013

CHART

*
Excludes special items as detailed in Ford's Annual Report on Form 10-K for the year ended December 31, 2013.

**
The Corporate Market Share and Quality metrics did not have corporate targets. Instead, performance for those Corporate metrics was a weighted average of the Business Units' market share and quality performance. The weightings for Corporate Market Share and Quality metrics were as follows: The Americas — 60.0%; Europe — 19.1%; and Asia Pacific and Africa — 20.9%. These weightings were based on the planned vehicle sales and registrations of the relevant Business Units for 2013. See the Market Share Performance and Quality Performance tables on pp. 54-55 for an explanation of the targets and results for the 2013 performance period.

***
Performance Unit Final Award capped at 100%. See pp. 57-58 for a discussion of Performance Units for the 2013 performance period.

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Incentive Bonus Plan and Performance Unit Results 2013 — Market Share Performance*

CHART

*
The Market Share metric for each of the Business Units was based on a weighted average of the market share for each market tracked within a particular Business Unit. The Americas metric was based on 9 markets; the Asia Pacific and Africa metric was based on 9 markets; and the Europe metric was based on 19 markets. The weightings for each market within the Business Unit were based on the industry volumes of the markets within the relevant Business Unit.

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Executive Compensation

Incentive Bonus Plan and Performance Unit Results 2013 — Quality Performance*

GRAPHIC

*
The Quality metrics for the relevant Business Units were developed from our Warranty Spending data and industry survey data that measured Things-Gone-Wrong. To better understand the Quality metrics, we show the targets as the year-over-year increase/decrease for a specific Business Unit. Bracketed numbers indicate increases in Warranty Spending and non-bracketed numbers indicate decreases in Things-Gone-Wrong and Warranty Spending. The actual targets for the Things-Gone-Wrong metrics were the number of Things-Gone-Wrong for each relevant Business Unit and, in some cases, sub-Business Units. The Warranty Spending targets had a similar design. Things-Gone-Wrong results are based on surveys of complaints per one thousand vehicles produced.

Incremental Bonuses

Our results relative to the 2013 Incentive Bonus Plan metrics represent continued progress toward our primary ONE Ford objective of becoming an exciting viable Ford delivering profitable growth for all. This progress required exceptional performance by the Named Executives. When executive performance warrants, the Committee creates, as it did in February 2014, an individual performance fund which allows the Committee to recognize and reward Named Executives with incremental bonuses beyond the Incentive Bonuses earned in a performance year (see column (d) of the Summary Compensation Table on p. 64).

The incremental bonus payout depends on the Named Executive's performance against his or her personal objectives for the relevant year and his or her demonstration of the ONE Ford behaviors of: functional and technical excellence; working together; role modeling Ford values; and delivering results.

Each of the Named Executives who received an incremental bonus for 2013 played an integral role in the continued improvement of our balance sheet, positioning Ford as a growth company, and producing strong profitability and Automotive operating-related cash flow during 2013. In determining the incremental

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bonus to be awarded to each Named Executive the Committee considered the following factors:

Mr. Mulally set the strategic direction of the Company and institutionalized the Creating Value Roadmap Process as our primary enterprise risk management process. He worked effectively with Mr. Fields in transitioning him to the role of Chief Operating Officer. Under Mr. Mulally's leadership, the Company achieved strong revenue growth, total Company profitability of $8.6 billion, and record Automotive operating-related cash flow in 2013, which permitted the Board to increase the dividend rate by 25% during the first quarter of 2014. Mr. Mulally led the management team to deal decisively with the European economic difficulties so that our European transformation plan is on track to achieve profitability in the region in 2015.

Mr. Ford continued to work effectively with Mr. Mulally and the Board to set the Company's strategy, including institutionalizing the Creating Value Roadmap Process. Mr. Ford communicated Ford's priorities to the media and governments on the local, federal, and international levels. He continues to influence the development and manufacture of fuel efficient vehicles and reduce the environmental impact of our global operations. Mr. Ford provided strategic input in the development of the Company's capital strategy, which resulted in four major credit rating agencies rating Ford investment grade during 2013.

Mr. Fields effectively transitioned to the role of Chief Operating Officer during 2013, including assuming leadership of senior management weekly business plan review and special attention review meetings. He led the Company's global operations to strong revenue growth, increased market share in the U.S. and South America, and record market share in China. Importantly, he continued the expansion of our operations in China and ensured our European transformation plan continued to stay on track toward profitability.

In December 2012, Mr. Hinrichs assumed the role of Executive Vice President — The Americas. He led North America to a pre-tax profit of $8.8 billion and year-over-year market share gains in the U.S. and South America. Mr. Hinrichs continued the discipline of matching production to real demand and a lean cost structure, while the Company invested more in product and capacity for future growth. His efforts helped us achieve strong operating margins and cash flow during 2013.

While each of the Named Executives made a significant contribution towards the strong results achieved during 2013, the Committee determined that the performance of Messrs. Mulally, Ford, Fields, and Hinrichs warranted recognition in the form of incremental bonuses. Because the incremental bonuses were paid outside of the Incentive Bonus Plan, those payments are subject to the deduction limits of Code Section 162(m) (see Tax Considerations on p. 63).

Equity-Based Compensation

Our equity-based incentive awards are tied to our performance and the future value of our common stock. These awards are intended to focus executive behavior on our longer-term interests, because today's business decisions affect Ford over a number of years. For 2013, our equity-based compensation consisted of annual grants of Performance Units and stock options. We understand that share-based compensation can be dilutive to shareholders. To address this concern in 2012 and 2013, we implemented a modest share repurchase program of common stock in order to offset the dilutive effect of share-based compensation. We intend to continue the program in 2014.

In granting equity awards, the Committee determines a dollar value of equity awards to grant to each recipient. For officers, this dollar value is translated into a number of stock options based on a Black-Scholes analysis and Performance Units based on the fair market value of Ford common stock on the date of grant.

The competitive survey indicates that equity-based compensation for Messrs. Shanks and Hinrichs is below the median of the comparator group on average. For Mr. Mulally, the survey showed that his total equity-based compensation was above the median of the survey group. Our 2013 equity-based compensation awards for our executive officer group showed progress, as a whole, towards paying at or near the median of equity compensation compared to the survey group. These efforts demonstrate flexibility in our compensation practices to reward superior performance and to respond to changing business and

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economic conditions. Mr. Mulally's total equity-based compensation reflects his leadership responsibility for ONE Ford and the global Ford enterprise and the Committee's desire to incentivize Mr. Mulally to increase shareholder value, thus aligning his interests with those of all shareholders.

Annual Stock Option and Performance Unit Grants: In 2013, while continuing its practice of granting executives annual equity-based compensation in stock options and Performance Units, the Committee changed the allocation of the value of those grants from 50-50 to 25% stock options and 75% Performance Units (see Grants of Plan-Based Awards in 2013 pp. 67-68). Although the 50-50 mix was consistent with general market practice, the Committee increased the Performance Unit component of the annual equity grant to more directly tie executive performance to compensation. By tying a greater percentage of annual equity compensation to the achievement of key objectives, the Committee incentivizes executive behavior and increases the link between that behavior and realized compensation.

The stock options vest over three years, have a ten-year term, and function as our longest-term incentive. The Committee believes this focuses executive behavior and decision making on our long-term interests and aligns the interests of our executives with those of our shareholders.

The Performance Units are earned, if at all, based on a one-year performance period, but are paid out in service-based Restricted Stock Units, which vest over a two-year period. The two-year restriction period adds an intermediate element that serves to retain executives and focus their behavior beyond the initial one-year performance period. In addition, because executive decisions regarding such matters as product development, marketing and sales, and the like, can affect our performance over several years, the Committee believes it is important to structure equity-based awards so that executives will focus on the long-term impact of their decisions on the Company. This also further aligns executive interests with your interests as shareholders.

A one-year versus multi-year performance period is a hotly debated topic among investors, boards, proxy advisors, and others. It is important to understand that we run our business with a view to our five-year plan, which is constructed and updated as appropriate within a strategic framework that looks beyond the five-year plan horizon. The Committee has chosen a one-year performance because our business is extremely exposed to external changes over which we may have little control, for example, business cycles, exchange rates, commodity prices, sharp policy changes by governments, conflicts and crises, to name but a few. The Committee believes that a two-year vesting period after the initial one-year performance period effectively aligns executive interests and performance with shareholder interests.

In general, the total value of these grants in 2013 was determined based on the following considerations:

job responsibilities and expected role in our long-term performance;

retention needs;

historical share allocations;

the value of equity-based grants granted to the executive in the prior year; and

the total number of equity-based grants awarded to our employees.

The target awards for 2013 Performance Unit grants for the Named Executives are shown in column (h) of the Grants of Plan-Based Awards in 2013 table on p. 69. These amounts also represent the maximum award opportunity.

As indicated in columns (e) and (f) of the Summary Compensation Table on p. 64, the total amounts shown for equity-based awards in 2013 are similar to those awarded in 2012 for Messrs. Mulally and Ford and higher for Messrs. Shanks, Fields, and Hinrichs. This reflects the Committee's desire to move those Named Executives who are below competitive levels toward the median of the survey group. For Mr. Fields, the award reflects his assumption of the Chief Operating Officer position in December 2012. It is important to keep in mind that the amounts shown in column (e) were subject to performance conditions and, therefore, represented at-risk compensation. Consequently, this column (in accordance with SEC rules) merely represents the potential values of the

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awards assuming a certain level of performance-to-objectives is achieved.

Similar to the Incentive Bonus Plan, the Performance Unit formula has a sliding scale based on various levels of achievement for each metric. If minimum performance levels had not been met for all metrics, the payout would have been zero. The Committee may decrease, but not increase, awards for Named Executives. Consistent with our practice since the 2011 performance period, the Committee used corporate performance metrics for the 2013 annual Performance Unit grants in order to further implement our ONE Ford Plan objective of working together effectively as one team. The Committee selected metrics, weightings, and targets identical to those under the 2013 Incentive Bonus Plan (see Incentive Bonuses on pp. 51-52), to emphasize the importance of our ONE Ford Plan objectives and its emphasis on TSR. The maximum performance level that can be achieved for any single metric for the 2013 Performance Unit grants was 200%; however, the maximum amount of Restricted Stock Units that can be earned as a Final Award is capped at 100% of the target award.

In previous performance periods, the maximum amount that could be earned for any metric was limited to 100%. The Committee believes that the new structure, where the maximum earned for any metric is 200%, provides appropriate incentive for executives to over-achieve in one or more metrics, and provides sufficient recognition for such over-achievement while not encouraging excessive risk-taking behavior.

The Incentive Bonus and Performance Unit Results for 2013 table shows that 100% of the target Performance Unit awards were earned for the 2013 performance period. The Committee decided to pay out at the levels earned in recognition of the following: (i) the Named Executives made substantial progress in accelerating our ONE Ford Plan; (ii) Final Awards of Restricted Stock Units do not have an adverse impact on our cash flow in the current period; (iii) the two-year restriction period of the Restricted Stock Units serves as a retention tool; and (iv) the two-year restriction period focuses executive behavior on our longer-term interests.

Timing of Awards

Annual grants of equity awards are typically determined at a February Compensation Committee meeting. At that time, data for previous performance periods are available to determine the amount of the Final Awards. The Committee also decides the effective date of the Final Awards, and the annual equity-based grants of options and Performance Units. Due to administrative complexity relating to valuation and notification, the Committee approved the annual 2013 equity-based grants on February 13, 2013, and approved an effective date of March 4, 2013. A similar practice was also followed in previous years. The release of earnings information for the prior fiscal year is sufficiently in advance of the annual grant date for the public to be aware of the information.

The Committee does not time equity grant dates to affect the value of compensation either positively or negatively. Executive officers did not play a role in the selection of the grant dates. Special grants, whether approved by the Compensation Committee for officers or the Long-Term Incentive Compensation Award Committee for non-officers, are effective either on a specified future date (e.g., a date that coincides with a promotion or hiring date, or quarterly grant date), or the date of approval. In the case of an approval by written consent, the grant date cannot be earlier than the date when the Committee member approvals have been obtained. See Corporate Governance — Compensation Committee Operations at pp. 14-15 for more information on the Long-Term Incentive Compensation Award Committee. For exercise prices of the 2013 option grants, see column (l) of the Grants of Plan-Based Awards in 2013 table on p. 67. Under the 2008 Plan, the terms of which were re-approved by you at the 2013 Annual Meeting, the exercise price of options will be the closing price of our common stock on the date of grant.

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Executive Compensation

Stock Ownership Goals


For several years the Compensation Committee has required stock ownership goals for executives at or above the Vice President level to further align the interests of the executives with those of shareholders. Based on a review of competitive practices by the Committee's consultant, the ownership goal for the Executive Chairman and the President & CEO was increased to 600% of salary and the Committee established the ownership goal for the Chief Operating Officer at 500% of salary. The following table shows the officer level and respective ownership goal.

             

 

 

Officer Level


 

Ownership Goal
(% of salary)


&zwsp;

 

 

Executive Chairman and President & CEO

    600%    

 

 

Chief Operating Officer

    500%   &zwsp;

 

 

Executive Vice Presidents

    300%    

 

 

Group Vice Presidents

    200%   &zwsp;

 

 

Vice Presidents

    100%    

An executive has five years from taking his or her position to achieve the relevant officer level goal.

We review progress toward achievement of the ownership goals periodically. All forms of stock ownership — including directly and indirectly owned shares of common stock, Final Awards of Restricted Stock Units, and units that are based on common stock (excluding stock options and unearned Performance Units) — count toward the goal. As of March 4, 2014, all of the Named Executives comply with the stock ownership goals.

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Compensation Programs for 2014


2013 Say-On-Pay Vote

At the 2013 Annual Meeting, we asked shareholders to approve the compensation of the Named Executives as presented in our 2013 Proxy Statement. You approved the compensation of the Named Executives with 93.2% of votes cast "For" approval. The Committee decided not to make any significant changes to the compensation programs of the Named Executives for 2013 and 2014 as a result of the 2013 Say-on-Pay advisory vote. The Board of Directors adopted the policy, which you approved in 2011, of submitting the compensation of the Named Executives as disclosed in the Company's proxy statements to an annual advisory vote.

Incentive Plan Metrics for 2014

For the 2014 performance period, the Committee changed the metrics and weightings used for the Incentive Bonus Plan and Performance Units grants. The Committee believes that the 2014 metrics more closely align our performance in the key areas that drive TSR. By focusing executive behavior on those areas that have the greatest impact on TSR, the Committee hopes to more closely align executive interests with yours. The Committee increased the importance of the Quality metric because of its criticality to our business, and included a customer satisfaction component to emphasize the Quality metric's relation to our reputational value. We will describe the changes to the 2014 metrics in greater detail in the 2015 CD&A but wanted to share with you how we will measure our performance in 2014. The chart below summarizes the changes for 2014.

    TSR Drivers   &zwsp;   Metric   2013
Weighting

 
2014
Weighting

 
&zwsp;
    Revenue Growth       Market Share   10%      
                 
            Automotive Revenue     20%    
&zwsp;       &zwsp;   Corporate PBT   35%     &zwsp;
              

 
&zwsp;     Corporate Operating Margin   &zwsp;   Cost Performance   10%     &zwsp;
              

 
&zwsp;         &zwsp;   Automotive Operating Margin     30%   &zwsp;
              

 
&zwsp;         &zwsp;   Ford Credit PBT     10%   &zwsp;
    Shareholder Distributions/Balance Sheet Actions       Automotive Operating-Related Cash Flow   35%   20%    
        &zwsp;   Quality   10%
(TGW = 50%
Warranty Spend = 50%)



 
20%
(TGW = 33%
Warranty Spend = 33%
Customer Sat. = 33%)



 
&zwsp;

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Retirement Plans


In general, we believe that the retirement plans described below serve several worthwhile business purposes, including retaining leadership talent, providing income security to long serving executives, and providing flexibility to us in transferring executives among our operations. We believe these programs to be reasonable and appropriate in light of competitive practices and our executives' total compensation program. For additional information, see the Pension Benefits in 2013 table on p. 72 and the Nonqualified Deferred Compensation in 2013 table on p. 75.

Pre-2004 Plans

Our General Retirement Plan ("GRP") provides a tax-qualified benefit for each year of non-contributory participation by employees in the U.S. hired before January 1, 2004, and added benefits for those who make contributions. We also have three other nonqualified retirement plans for certain employees: the Supplemental Executive Retirement Plan ("SERP") that provides a supplemental monthly benefit calculated on a percentage of final average pay and service, and the Benefit Equalization Plan ("GRP-BEP"). Under the GRP-BEP, eligible employees receive benefits substantially equal to those they could have received under the GRP but were not able to because of Internal Revenue Code limitations. Certain eligible executives who separate from employment after age 55 (age 52 if retiring under our Select Retirement Plan ("SRP")) and prior to age 65 may be eligible for monthly benefits under our Executive Separation Allowance Plan ("ESAP") that provides a percentage of salary, based on age and service, at time of separation until age 65. Messrs. Ford, Shanks, Fields, and Hinrichs are eligible for benefits under the GRP, SERP, GRP-BEP, and ESAP.

The SRP is a voluntary retirement program offered from time-to-time for select U.S. management employees. The Committee believes the SRP provides flexibility in executive succession planning.

Benefits under SERP, SRP, ESAP, and GRP-BEP are not funded. In addition, in accordance with Code Section 409A, benefits that accrued or vested on or after January 1, 2005 under these plans may not be paid to certain key executives until at least six months following their separation from employment. Each of these plans had been amended in order to provide Mr. Ford with benefits using a notional base annual salary during the period he did not receive a cash salary (i.e., November 2001 through July 2010).

Post-January 1, 2004 Plan

Consistent with our Strategy Statement (see Compensation Philosophy, Strategy, and Guiding Principles on pp. 45-46) to develop benefit programs that provide employees with income security and protection from catastrophic loss while minimizing our long-term liabilities, Ford adopted a tax qualified retirement plan, the Ford Retirement Plan ("FRP"), for salaried employees hired or rehired on or after January 1, 2004 in the U.S. The FRP was adopted in order to provide us with more predictable retirement benefit costs and reduced financial statement volatility. These goals are achieved through a stable contribution schedule and the transfer of financial and demographic risks from us to plan participants while still providing employees with the opportunity for adequate income in retirement. We also have a nonqualified plan for employees who participate in the FRP. Under the FRP-BEP, employees, including Mr. Mulally, receive benefits substantially equal to those they would have received under the FRP but were not able to because of Internal Revenue Code limitations. Employees who participate in the FRP, including Mr. Mulally, are not eligible to participate in the GRP (with respect to future service), GRP-BEP, SERP, or ESAP.

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Other Benefits and Perquisites


We provided certain perquisites and other benefits to senior management in 2013, the most significant of which are summarized below. The Committee periodically reviews our policies on perquisites and other benefits. The cost of these perquisites and other benefits are included in column (i) of the Summary Compensation Table on p. 64.

Personal Travel    As part of our efforts to reduce costs and conserve cash, we decided to close our Air Transportation operation in 2008. Company policy does not allow Messrs. Mulally or Ford to fly commercially due to security concerns. Consequently, the Company pays the costs associated with their use of private aircraft for business and personal travel. The families of Messrs. Mulally and Ford are allowed to accompany them on trips when they travel on private aircraft. In addition, the Company pays the cost of coach-class commercial aircraft flights for the families of Messrs. Ford and Mulally when their travel is at their request.

Requiring Messrs. Mulally and Ford to use private aircraft for all travel provides several benefits to Ford. First, the policy is intended to ensure the personal safety of our President and CEO and our Executive Chairman, both of whom maintain significant public roles for Ford. Second, use of private aircraft maximizes their availability for Ford business.

For retention purposes, the Company continues to pay the costs, including first class commercial airfare, for personal travel for Mr. Fields to and from his residences.

Evaluation Vehicle Program    We maintain a program that provides our officers with the use of two Company vehicles free of charge. This program requires officers to provide written evaluations on a variety of our vehicles, providing important feedback on the design and quality of our products.

Other Services    For certain executive officers, including the Named Executives, we provide a home security evaluation and security system. We also provide an allowance to senior managers for financial counseling services and estate planning. We pay for approximately 75% of the cost of this service up to $7,000. The safety and security (personal and financial) of our executives is critically important. We believe the benefits of providing these programs outweigh the relatively minor costs associated with them.

Tax Reimbursement    As noted in our 2011 CD&A, the Committee has eliminated tax gross-ups for executive perquisites. As part of the Company's temporary living/relocation policy, however, the Company provides tax reimbursement for all levels of employees who relocate at the Company's request. The Committee believes that not reimbursing taxes for employees who move at the Company's request is an unfair financial burden. This policy removes any financial disincentive for an executive to relocate and, therefore, enhances the Company's ability to have its executives gain experience in a variety of our global operations.

Alan Mulally

In September 2008, the Committee decided to continue indefinitely the arrangement of providing housing in Dearborn, Michigan to Mr. Mulally. The Committee believes the arrangement is beneficial to the Company by allowing Mr. Mulally to continue to focus on our ONE Ford Plan. The cost of this benefit is included in column (i) of the Summary Compensation Table on p. 64. We do not provide tax gross-up for this arrangement.

In February 2013, the Company and Mr. Mulally entered into an understanding regarding his retirement. The Company will pay Mr. Mulally a lump-sum cash payment upon termination of employment, provided such termination is not for cause (see Potential Payments Upon Termination or Change in Control table on pp. 77-79 and footnote 7). The Committee believes these arrangements to be appropriate because of Mr. Mulally's exceptional service to Ford and reflects the intent of Mr. Mulally's original accession agreement with the Company.

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Tax Considerations


Internal Revenue Code § 162(m)

Code Section 162(m) generally disallows Federal tax deductions for compensation in excess of $1 million paid to the Chief Executive Officer and the next three highest paid officers (other than the Chief Financial Officer) whose compensation is required to be reported in the Summary Compensation Table of the proxy statement ("Covered Executives"). Certain performance-based compensation is not subject to this deduction limitation. In our case, this exemption applies to certain awards under the Incentive Bonus Plan and the 2008 Plan. Specifically, Incentive Bonus Plan payments made for 2013 performance, 2013 awards of stock options, and Final Awards related to Performance Units were not subject to the deduction limit. The incremental bonuses paid, however, to the Named Executives (see column (d) of the Summary Compensation Table on p. 64) are subject to the deduction limit. At the 2013 Annual Meeting you approved of the performance criteria used in the Incentive Bonus Plan and the 2008 Plan in order to maintain tax deductibility for awards granted to Covered Executives pursuant to those plans. Additionally, we cannot deduct that portion of any Covered Executive's salary that is in excess of $1 million, or the cost of any perquisites provided to a Covered Executive whose salary exceeds $1 million.

Generally, we strive to maximize the tax deductibility of our compensation arrangements. In the highly competitive market for talent, however, we believe the Committee needs flexibility in designing compensation that will attract and retain talented executives and provide special incentives to promote various corporate objectives. The Committee, therefore, retains discretion to award compensation that is not fully tax deductible.

Internal Revenue Code Section 409A

Code Section 409A provides that amounts deferred under nonqualified deferred compensation plans are includible in an employee's income when vested, unless certain requirements are met. If these requirements are not met, employees are also subject to an additional income tax and interest. All of our supplemental retirement plans, severance arrangements, other nonqualified deferred compensation plans, as well as the Incentive Bonus Plan and the 2008 Plan, have been amended to meet these requirements. As a result, employees will be taxed when the deferred compensation is actually paid to them.

Compensation Committee Report


The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (CD&A) with management. Based on this review and discussion, the Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2013.

  Compensation Committee

 

Richard A. Manoogian (Chair)
Anthony F. Earley, Jr.
Jon M. Huntsman, Jr.

 

John C. Lechleiter
Ellen R. Marram
John L. Thornton

Compensation Committee Interlocks and Insider Participation


The Compensation Committee is comprised of Anthony F. Earley, Jr., Jon M. Huntsman, Jr., John C. Lechleiter, Richard A. Manoogian, Ellen R. Marram, and John L. Thornton, none of whom is an employee or a current or former officer of the Company.

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Executive Compensation

Compensation of Executive Officers


The table below shows the before-tax compensation for Alan Mulally, who served as President and CEO during 2013, Robert L. Shanks, who served as Executive Vice President and Chief Financial Officer during 2013, and the three most highly compensated executive officers at the end of 2013.


SUMMARY COMPENSATION TABLE

    (a)

 
(b)

 
(c)

 
(d)

 
(e)

 
(f)

 
(g)

 
(h)

 
(i)

 
(j)

&zwsp;
    Name and
Principal
Position



 
Year

 

Salary
($)


 

Bonus(1)
($)


 


Stock
Awards(2)
($)



 


Option
Awards(2)
($)



 



Non-Equity
Incentive Plan
Compensation(3)
($)




 







Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(4)
($)








 


All Other
Compensation(5)
($)



 

Total
($)


&zwsp;
    Alan Mulally     2013     2,000,000     1,960,000     10,912,488     3,749,996     3,920,000     0     662,050     23,204,534    
        President and Chief     2012     2,000,000     1,325,000     6,824,998     7,499,999     2,625,000     0     680,809     20,955,806    
        Executive Officer     2011     2,000,000     1,820,000     13,924,993     7,499,992     3,640,000     0     612,587     29,497,572    
&zwsp;     Robert L. Shanks     2013     772,500     0     1,745,994     599,999     875,000     14,339     81,789     4,089,621   &zwsp;
&zwsp;         Executive Vice President     2012     700,000     227,500     818,998     899,999     562,500     1,908,803     64,048     5,181,848   &zwsp;
&zwsp;         and Chief Financial Officer                                                         &zwsp;
    William Clay Ford, Jr.     2013     2,000,000     560,000     5,092,491     1,749,997     1,120,000     0     1,433,341     11,955,829    
        Executive Chairman     2012     2,000,000     375,000     3,184,990     3,499,999     750,000     3,257,519     1,768,505     14,836,013    
          2011     2,000,000     520,000     2,764,996     3,499,993     1,040,000     3,157,099     1,476,058     14,458,146    
&zwsp;     Mark Fields     2013     1,537,500     996,000     3,637,492     1,249,995     2,604,000     0     145,591     10,170,578   &zwsp;
&zwsp;         Chief Operating Officer     2012     1,385,833     1,301,250     1,000,994     1,099,995     1,038,750     2,900,420     126,823     8,854,065   &zwsp;
&zwsp;           2011     1,350,000     136,500     3,368,996     1,099,992     1,363,500     1,388,602     132,593     8,840,183   &zwsp;
    Joseph R. Hinrichs     2013     853,750     126,800     1,745,994     599,999     963,200     0     120,206     4,409,949    
        Executive Vice President     2012     782,917     0     682,493     750,000     660,000     840,218     381,527     4,097,155    
        and President — The     2011     751,250     118,040     2,092,500     749,997     806,960     416,245     367,368     5,302,360    
        Americas                                                          
(1)
The amounts shown for 2011 reflect discretionary bonus awards paid in 2012 for 2011 performance; amounts shown for 2012 reflect discretionary bonus awards paid in 2013 for 2012 performance; and amounts shown for 2013 reflect discretionary bonus awards paid in 2014 for 2013 performance (see Compensation Discussion and Analysis — Annual Compensation — Incremental Bonuses on pp. 55-56).

(2)
The amounts shown in columns (e) and (f) reflect the aggregate grant date value computed in accordance with FASB ASC Topic 718 for stock-based and option awards for each of the Named Executives for the years ended December 31, 2013, 2012, and 2011. The assumptions used for the 2013, 2012, and 2011 calculations can be found at Note 20 to our audited financial statements in Ford's Annual Report on Form 10-K for the year ended December 31, 2013; Note 22 to our audited financial statements in Ford's Annual Report on Form 10-K for the year ended December 31, 2012; and Note 20 to our audited financial statements in Ford's Annual Report on Form 10-K for the year ended December 31, 2011, respectively. Pursuant to SEC rules, we disregarded the estimate of forfeitures related to service-based vesting conditions.

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    The amounts shown in column (e) reflect the grant date values of certain awards that are subject to performance conditions. Pursuant to SEC rules, the grant date values shown above are reported based upon the probable outcome of such conditions as of the date of grant. The table below shows the value of such awards at the grant date assuming that the highest level of performance is achieved.

 

 

Name


 
Year

 


Stock
Awards
($)



&zwsp;

 

 

Alan Mulally

    2013     11,249,988    

 

        2012     7,499,998    

 

        2011     15,499,993    

&zwsp;  

 

Robert L. Shanks

    2013     1,799,994   &zwsp;

&zwsp;  

 

 

    2012     899,998   &zwsp;

 

 

William Clay Ford, Jr.

    2013     5,249,991    

 

        2012     3,499,989    

 

        2011     3,499,995    

&zwsp;  

 

Mark Fields

    2013     3,749,992   &zwsp;

&zwsp;  

 

 

    2012     1,099,994   &zwsp;

&zwsp;  

 

 

    2011     3,599,994   &zwsp;

 

 

Joseph R. Hinrichs

    2013     1,799,994    

 

 

    

    2012     749,992    

 

 

    

    2011     2,250,000    
(3)
The amounts shown in column (g) reflect awards earned by the Named Executives under the Incentive Bonus Plan (see Compensation Discussion and Analysis — Annual Compensation — Incentive Bonuses on pp. 51-55).

(4)
The amounts shown in column (h) reflect the increase, if any, in the actuarial present value of accrued pension benefits under various Company plans. For 2013, the accrued pension benefits are measured from December 31, 2012 to December 31, 2013; for 2012, the accrued pension benefits are measured from December 31, 2011 to December 31, 2012; and for 2011, the accrued pension benefits are measured from December 31, 2010 to December 31, 2011. Mr. Mulally does not participate in the Company's defined pension benefits plans. For 2013, the following Named Executives had a decrease in the actuarial present value of accrued pension benefits: for Mr. Ford, a decrease of $173,840; for Mr. Fields, a decrease of $207,252; and for Mr. Hinrichs, a decrease of $74,968. See the Pension Benefits in 2013 table and related footnotes on pp. 72-74 for additional information, including the present value assumptions used in these calculations. No Named Executive received preferential or above-market earnings on deferred compensation.

65


Table of Contents

(5)
The following table summarizes the amounts shown in column (i) for 2013.

All Other Compensation in 2013

 

 

Name


 




Perquisites
and Other
Personal
Benefits(i)
($)





 


Tax
Reimbursements(ii)
($)



 



Life
Insurance
Premiums(iii)
($)




 




Company
Contributions to
Retirement and
401(k) Plans(iv)
($)





 

Other(v)
($)


 

Total
($)


&zwsp;

 

 

Alan Mulally

    406,065     0     60,984     24,863     170,138     662,050    

&zwsp;  

 

Robert L. Shanks

    38,092     0     10,846     10,838     22,013     81,789   &zwsp;

 

 

William Clay Ford, Jr.

    1,336,605     0     11,736     10,838     74,162     1,433,341    

&zwsp;  

 

Mark Fields

    73,961     0     6,255     10,838     54,537     145,591   &zwsp;

 

 

Joseph R. Hinrichs

    35,758     0     2,674     10,838     70,936     120,206    
(i)
For a description of perquisites relating to personal use of private aircraft, our evaluation vehicle program, and security and other services for Named Executives, see Compensation Discussion and Analysis — Other Benefits and Perquisites on p. 62. Other perquisites and personal benefits whose incremental cost is included in the amounts shown consist of the following: personal use of Company cell phones, personal use of car and driver service, annual executive health exams, ground transportation services, fuel and car washes related to the evaluation vehicles, and temporary housing/living expenses and relocation expenses.

    Executives also may make personal use of Company season tickets to athletic events, but such use does not result in incremental cost to the Company because the tickets are for business use and when the executive uses them for personal use, the executive pays for any additional costs associated with personal use.

    Amounts for the Named Executives include the incremental costs to the Company for providing certain perquisites and other benefits during 2013. For Mr. Mulally, the amount shown includes $232,153 for personal use of private aircraft, and $93,175 for housing and living expenses. For Mr. Ford, the amount shown includes $275,639 for personal use of aircraft, and $972,151 for security. For Mr. Fields, the amount shown includes $28,396 as the actual cost of first class commercial airfare for personal travel to and from his residences.

    During 2013, for use of private aircraft, we calculated the aggregate incremental cost using a method that takes into account the following: (i) the variable cost per flight hour, including supplies and catering, aircraft fuel and oil expenses, maintenance, parts, and external labor, and flight crew travel expenses; (ii) landing/parking/hangar storage expenses; (iii) any customs, foreign permit, and similar fees; and (iv) positioning flight costs. We calculated the aggregate incremental cost of security as the actual cost incurred to provide these benefits. We calculated the aggregate incremental cost of providing the evaluation vehicles by estimating the lease fee for a comparable vehicle under our Management Lease Program. The lease fee under that program takes into account the cost of using the vehicle, maintenance, license, title and registration fees, and insurance. Mr. Mulally lives in a Company-owned house. We calculated the cost of providing the housing benefit as a market-based monthly rental using a residential rent calculation based on the value of the property. The maintenance and living expenses are the actual expenses incurred for those services.

(ii)
Effective January 1, 2011, we no longer provide tax reimbursement for executive perquisites (see Compensation Discussion and Analysis — Other Benefits and Perquisites on p. 62).

(iii)
Amounts shown reflect the dollar value of premiums paid by the Company for life insurance in an amount equal to three times an employee's salary. Employees may purchase additional life insurance and these premiums are payroll deducted with no additional Company contributions or cost.

66


Table of Contents

(iv)
The amounts shown for Mr. Mulally reflect contributions made to his Ford Retirement Plan accounts (see Compensation Discussion and Analysis — Retirement Plans on p. 61) and Company matching contributions to his 401(k) accounts. The amounts for the other Named Executives reflect Company matching contributions to their employee 401(k) accounts.

(v)
The amount shown for Mr. Mulally primarily reflects Company contributions to a nonqualified benefit equalization plan related to the Ford Retirement Plan and contributions made to a nonqualified benefit equalization plan related to the Company's 401(k) plan. The amounts shown for Messrs. Shanks, Ford, Fields, and Hinrichs reflect contributions made to a nonqualified benefit equalization plan related to the Company's 401(k) plan (see Nonqualified Deferred Compensation in 2013 table and footnotes 1 and 2 on pp. 75-76). In addition, for Mr. Hinrichs the amount includes certain benefits he received as a result of his international service assignment in China, including income tax preparation fees, a cash flexible spending account benefit, and a home leave allowance of $43,200.


Grants of Plan-Based Awards in 2013

                                                                               

 

 

 

               
Estimated Future Payouts Under

 
   Estimated Future Payouts Under

                        &zwsp;

 

 

 

               
Non-Equity Incentive Plan

 
   Equity Incentive Plan

                        &zwsp;

 

 

 

               
Awards(1)

 
   Awards(2)

                        &zwsp;

  

 

 

               

                        &zwsp;

 

 

(a)


 
(b)

 
(c)

 
(d)

 
(e)

 
(f)

 
(g)

 
(h)

 
(i)

 
(j)

 
(k)

 
(l)

 
(m)

&zwsp;

 

 

Name


 

Grant
Date


 

Approval
Date


 

Threshold
($)


 

Target
($)


 

Maximum
($)


 

Threshold
(#)


 

Target
(#)


 

Maximum
(#)


 








All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
#









 








All
Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)









 





Exercise
or Base
Price of
Option
Awards
($/Sh)(4)






 






Grant
Date Fair
Value of
Stock and
Option
Awards
($)(5)







&zwsp;

 

 

Alan Mulally

    3/4/2013     2/13/2013                             882,352                             10,912,488    

 

        3/4/2013     2/13/2013                                               745,526     12.75     3,749,996    

 

        3/26/2013     3/13/2013           3,500,000     7,000,000