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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.          )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

Ford Motor Company

(Name of Registrant as Specified In Its Charter)

 

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Table of Contents

Notice of 2015 Annual Meeting
of Shareholders and Proxy Statement

Ford Motor Company

GRAPHIC

Thursday, May 14, 2015 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 our pleasure to inform you that our 2015 Annual Meeting of Shareholders will be conducted at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, on Thursday, May 14, 2015. As we prepare for the annual meeting, it is appropriate to share with you my thoughts on our performance during the past year and our expectations for 2015.

In 2014, Ford Motor Company set the foundation for continued profitable growth. We launched a record 24 all-new or significantly refreshed vehicles, including the 50th anniversary of an American icon, the Ford Mustang, and the all-new F-150 pickup truck. While the investment required for our record number of launches affected some of our year-over-year financial metrics, it is critically important to maintain our position as having the freshest line-up of vehicles of any full-line manufacturer in the industry. Our foundational efforts in 2014, together with our product plans for 2015, will continue to drive our financial results going forward.

Looking forward, we expect 2015 total Company pre-tax profit, excluding special items, to be in the range of $8.5 billion to $9.5 billion, and Automotive operating-related cash flow, Automotive operating margin and Automotive revenue all to be higher than 2014. We will continue our product momentum with plans to introduce another 15 all-new or significantly refreshed vehicles this year. In addition to completing a nearly $2 billion share repurchase program in 2014, shareholders participated in our continued strong performance when we increased our dividend rate by 25 percent in January 2014 and increased the dividend rate a further 20 percent in January 2015 to a quarterly rate of $0.15 per share.

2014 marked the 100-year anniversary of the $5-a-day wage, which roughly doubled what Ford had been paying our hourly workers. The $5-a-day wage was one of the defining moments for our industry and the entire economy in the 20th century—as it helped to make people's lives better.

In the same way, we are working to make people's lives better by addressing the challenges of a rising population and the growing numbers of vehicles on the road, particularly in urban areas. To help address this issue, we are working to connect cars and roads through technology. The potential benefits from vehicle-to-vehicle and vehicle-to-infrastructure connectivity are tremendous as the automobile becomes integrated into the broader transportation system.

We also have introduced Ford Smart Mobility, which is our plan to take Ford to the next level in connectivity, mobility, autonomous vehicles, the customer experience and big data. We are taking a leadership role in these areas to, once again, do our part in helping to change the way the world moves and to make people's lives better.

We have a great plan and an outstanding leadership team that will drive us toward realizing our vision.

Thank you for your continued support.

March 27, 2015

/s/ William Clay Ford, Jr.


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 14, 2015
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 82 of the attached Proxy Statement.

ITEMS OF BUSINESS:

1.
The election of the 15 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 2015.

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

4.
Consideration of the two shareholder proposals set forth in the Proxy Statement.

You can vote if you were a shareholder at the close of business on March 17, 2015.

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 online 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 online are on the proxy card enclosed with the Proxy Statement.

Please see Other Items and the Questions and Answers section beginning on page 77 for important information about the proxy materials, voting, the annual meeting, Company documents, communications, and the deadline to submit shareholder proposals for the 2016 Annual Meeting of Shareowners.

Shareholders are being notified of the Proxy Statement and the form of proxy beginning March 27, 2015.

MARCH 27, 2015

Dearborn, Michigan

/s/ Bradley M. Gayton


Bradley M. Gayton
Secretary

We urge each shareowner to promptly sign and return the enclosed proxy card or to use telephone or online voting. See our Questions and Answers beginning on page 78 about the meeting and voting section for information about voting by telephone or online, how to revoke a proxy, and how to vote shares in person.

FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    i

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Table of Contents

2015 Proxy Statement — Summary

  1

Corporate Governance

 
8

Corporate Governance Principles

  8

Our Governance Practices

  8

Leadership Structure

  9

Board Meetings, Composition and Committees

  9

Board's Role in Risk Management

  11

Independence of Directors and Relevant Facts and Circumstances

  14

Codes of Ethics

  16

Communications with the Board and Annual Meeting Attendance

  16

Beneficial Stock Ownership

  17

Section 16(a) Beneficial Ownership Reporting Compliance

  19

Certain Relationships and Related Transactions

  19

Proposal 1. Election of Directors

 
21

Director Compensation in 2014

  30

Proposal 2. Ratification of Independent Registered Public Accounting Firm

 
32

Audit Committee Report

  33

Proposal 3. Approval of the Compensation of the Named Executives

 
35

Compensation Discussion and Analysis (CD&A) Roadmap

 
36

Executive Compensation

 
37

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

  37

How did we perform?

  37

How do we determine compensation?

  40

How do we address risk and governance?

  44

How did we pay our NEOs?

  46

2015 Compensation Plan changes

  56

Why you should approve our say on pay

  57

COMPENSATION COMMITTEE REPORT

  57

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  57

COMPENSATION OF EXECUTIVE OFFICERS

  58

Summary Compensation Table

  58

Grants of Plan-Based Awards in 2014

  61

Outstanding Equity Awards at 2014 Fiscal Year-End

  62

Option Exercises and Stock Vested in 2014

  65

Pension Benefits in 2014

  65

Nonqualified Deferred Compensation in 2014

  67

Potential Payments Upon Termination or Change in Control

  68

Equity Compensation Plan Information

  71
ii    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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Shareholder Proposals

  72

Proposal 4. Shareholder Proposal

  72

Proposal 5. Shareholder Proposal

  75

Other Items

 
77

Questions and Answers About the Proxy Materials

 
78

What is a proxy? What is a proxy statement?

  78

What is the purpose of the annual meeting?

  78

What is the record date and what does it mean?

  78

Who is entitled to vote at the annual meeting?

  78

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

  78

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

  79

How do I vote my shares?

  79

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

  79

Are votes confidential? Who counts the votes?

  80

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

  80

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

  81

Can I change my vote?

  81

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

  81

How can I attend the annual meeting?

  82

Are there any rules regarding admission?

  82

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

  82

Electronic access to proxy materials and annual report

  82

Directions to the Annual Meeting Site

 
84

Appendix I

 
I-1

Appendix II

 
II-1
FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    iii

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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. 58.

"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.

"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.

iv    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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Proxy Summary

This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting. Please see the Questions and Answers section beginning on page 78 for important information about proxy materials, voting, the annual meeting, Company documents, and communications.

TIME AND PLACE OF ANNUAL MEETING

Thursday, May 14, 2015    
8:30 a.m., Eastern Time   Corporate Website:
www.corporate.ford.com
Hotel du Pont, 11th and Market Streets, Wilmington, Delaware   Annual Report:
www.annualreport.ford.com

MEETING AGENDA

VOTING MATTERS
  Board
Recommendations

  Pages
 

Election of the 15 Director Nominees Named in the Proxy Statement

  FOR     21-31  

Ratification of Independent Registered Public Accounting Firm

 
FOR
   
32-34
 

Approval of the Compensation of the Named Executives

 
FOR
   
35-71
 

Shareholder Proposal — Recapitalization Plan to Give Each Share an Equal Vote

 
AGAINST
   
72-74
 

Shareholder Proposal — Special Shareholder Meetings

 
AGAINST
   
75-76
 

CORPORATE GOVERNANCE HIGHLIGHTS

Presiding Independent Director

Independent Board Committees — Audit, Compensation, and Nominating and Governance

Committee Charters

Independent Directors Meet Regularly Without Management and Non-Independent Directors

Regular Board and Committee Self-Evaluation Process

Separate Chairman of the Board and CEO

Confidential Voting

Shareholders Have the Right to Call Special Meetings

Shareholders May Take Action by Written Consent

Strong Code of Ethics

Annual Election of All Directors

Majority Vote Standard — No Supermajority Voting Requirement

Board Meetings in 2014: 9

Standing Board Committees (Meetings in 2014): Audit (11), Compensation (6), Finance (3), Nominating and Governance (7), Sustainability (4)

80% of the Director Nominees are Independent
FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    1

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Proxy Summary

DIRECTOR NOMINEES

 
GRAPHIC

                                                 
                                                 
      AGE
DIRECTOR SINCE
PRINCIPAL OCCUPATION



    QUALIFICATIONS
    COMMITTEES
    OTHER BOARDS
 
                                                 
 
    
                                               
Stephen G. Butler
Independent
     
67
2004
Retired Chairman and Chief Executive Officer, KPMG, LLP and retired Chairman of KPMG International
 
         
GRAPHIC
          Audit (Chair)
Nominating & Governance
          ConAgra Foods, Inc    
                                                    
Kimberly A. Casiano
Independent
     
57
2003
President, Kimberly Casiano & Associates, San Juan, Puerto Rico
 
         
GRAPHIC
          Audit
Nominating & Governance
Sustainability & Innovation
          Mead Johnson
Nutrition Company
   
                                                    
Anthony F. Earley, Jr.
Independent
     
65
2009
Chairman, Chief Executive Officer & President, PG&E Corp.
 
         
LOGO
          Compensation (Chair)
Nominating & Governance
Sustainability & Innovation
          PG&E Corporation    
                                                    
Mark Fields      
54
2014
President and Chief Executive Officer, Ford Motor Company
 
         
GRAPHIC
          Finance                
                                                    
Edsel B. Ford II      
66
1988
Director and Consultant, Ford Motor Company
 
         
GRAPHIC
          Finance
Sustainability & Innovation
          International
Speedway Corp.
   
                                                    
William Clay Ford, Jr.       57
1988
Executive Chairman and Chairman of the Board of Directors, Ford Motor Company
         
GRAPHIC
          Finance (Chair)
Sustainability & Innovation
          eBay Inc.    
                                                    
James P. Hackett
Independent
     
59
2013
Interim Athletic Director, University of Michigan
 
         
GRAPHIC
          Nominating & Governance
Sustainability & Innovation
          Steelcase Inc.
Fifth Third Bancorp
   
                                                    
James H. Hance, Jr.
Independent
     
70
2010
Operating Executive, Carlyle Group
 
         
GRAPHIC
          Audit
Finance
Nominating & Governance
          Cousins Properties Inc.
Duke Energy Corp.
The Carlyle Group
Acuity Brands, Inc.
   
                                                    
William W. Helman IV
Independent
     
56
2011
General Partner, Greylock Partners
 
         
GRAPHIC
          Finance
Nominating & Governance
Sustainability & Innovation (Chair)
               
                                                    
Jon M. Huntsman, Jr.
Independent
     
55
2012
Chairman, Atlantic Council and Chairman, Huntsman Cancer Foundation
 
         
GRAPHIC
          Compensation
Nominating & Governance
Sustainability & Innovation
          Huntsman Corporation
Caterpillar, Inc.
Chevron Corporation
   
                                                    
William E. Kennard
Independent
     
58
Jan. 2015
Chairman, Velocitas Partners LLC
 
         
GRAPHIC
          Nominating & Governance           AT&T Inc.
MetLife, Inc.
Duke Energy Corporation
   
                                                    
John C. Lechleiter
Independent
      61
2013
Chairman, President and Chief Executive Officer, Eli Lilly and Company
         
GRAPHIC
          Compensation
Nominating & Governance
          Eli Lilly Company
Nike, Inc.
   
                                                    
Ellen R. Marram
Presiding Independent Director
     
68
1988
President, The Barnegat Group, LLC
 
         
GRAPHIC
          Compensation
Nominating & Governance
Sustainability & Innovation
          The New York Times
Company
Eli Lilly and Company
   
                                                    
Gerald L. Shaheen
Independent
     
69
2007
Retired Group President, Caterpillar, Inc.
 
         
GRAPHIC
          Audit
Nominating & Governance
(Chair)
          AGCO Corporation    
                                                    
John L. Thornton
Independent
     
61
1996
Chairman, Barrick Gold Corp.
 
         
GRAPHIC
          Compensation
Finance
Nominating & Governance
          China Unicom
(Hong Kong) Limited
Barrick Gold Corporation
   
                                                    
2    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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Proxy Summary

COMPENSATION DISCUSSION AND ANALYSIS (CD&A) ROADMAP

GRAPHIC

FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    3

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Proxy Summary

GRAPHIC

LOGO

2014 KEY HIGHLIGHTS

Record profits and market share in Asia Pacific, driven by record market share in China

Increased the dividend rate by 25% in January 2014 and increased it a further 20% in January 2015

Ford remained the best-selling vehicle brand in the U.S. and the best-selling automaker in Canada for the 5th year in a row

F-Series was the best selling truck in the U.S. for the 38th straight year and the best selling vehicle for the 33rd straight year

In Europe, we remained the No. 2 selling vehicle brand and continued to progress our transformation plan, achieving year-over-year share gain for the first time since 2009

Achieved fifth consecutive year of pre-tax profit and positive Automotive operating-related cash flow, excluding special items
4    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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Proxy Summary

GRAPHIC

GRAPHIC

GRAPHIC

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

WE DO

GRAPHIC   Perform annual say-on-pay advisory vote for stockholders
GRAPHIC   Pay for performance
GRAPHIC   Use appropriate peer group when establishing compensation
GRAPHIC   Balance short- and long-term incentives
GRAPHIC   Align executive compensation with stockholder returns through long-term incentives
GRAPHIC   Cap individual payouts in incentive plans
GRAPHIC   Include clawback policy in our incentive plans
GRAPHIC   Maintain robust stock ownership goals for executives
GRAPHIC   Condition grants of long-term incentive awards on execution of a non-competition and non-disclosure agreement
GRAPHIC   Mitigate undue risk taking in compensation programs
GRAPHIC   Include criteria in incentive plans to maximize tax deductibility
GRAPHIC   Retain a fully independent external compensation consultant whose independence is reviewed annually by the Committee (see Corporate Governance — Compensation Committee Operations on pp. 13-14)
GRAPHIC   Mandate a double-trigger provision for all plans that contemplate a change-in-control

WE DO NOT

GRAPHIC   Provide tax gross-ups for executive officers

GRAPHIC

 

Provide tax gross-ups for perquisites

GRAPHIC

 

Provide evergreen employment contracts

GRAPHIC

 

Provide dividend equivalents on unvested equity awards for executive officers

GRAPHIC

 

Maintain individual change-in-control agreements for Named Executives

GRAPHIC

 

Reprice options
FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    5

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Proxy Summary

GRAPHIC

                                                             
                                                             
Element     BASE SALARY
    ANNUAL CASH
INCENTIVE AWARDS


    LONG-TERM
INCENTIVE AWARDS


    BENEFITS AND
PERQUISITES


    RETIREMENT
PLANS


 
                                                             
                                                                
Purpose       Base Level of
Compensation
          Incentive to drive
near-term performance
          Incentive to drive long-
term performance and
stock price growth
          Enhance Productivity
and Development
          Income Certainty and
Security
   
                                                                
  
Target
    
      Fixed $           Fixed % of Salary           Fixed Equity
Opportunity
          Fixed $           % of Salary    
                                                                
  
Form of Delivery
    
      Cash           Cash           Performance Units and
Options
          Various           Cash    
                                                                
Company
Performance/
Award
      NA           0-200%           0-100%           NA           NA    

GRAPHIC

WHAT WE HEARD   OUR RESPONSE

 

 

 
Long-term incentive program has a one-year performance period   Our 2015 long-term incentive program has a three-year performance period and, therefore, focuses executive behavior on achieving longer-term goals to drive shareholder returns.

Identical metrics for annual incentive cash bonus and long-term incentive programs means executives receive duplicative payments for the same performance

 

We have adopted a three-year performance period and have incorporated relative TSR as a separate metric for the 2015 Performance Unit grants. While there will still be significant overlap in financial metrics between the 2015 Incentive Bonus Plan and the 2015 Performance Unit grants, we believe the three-year performance period and TSR component address investor concerns of executives receiving duplicative payouts for achievement of the same results.

No relative metric related to shareholder return

 

We are incorporating relative TSR as a separate metric in our 2015 Performance Unit grants. The relative TSR component will compare Ford's three-year TSR performance to that of an industrial and automotive peer group's three-year TSR performance. The TSR metric will be weighted 25% and the financial metrics will be weighted 75%.

Lowering financial targets while maintaining target payouts

 

Achievable targets tied to our business plan are critical to our long-term growth. Lowering target payouts because a financial metric objective was lowered year-over-year in order to set the foundation of future growth would be a disincentive to executives.
6    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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Proxy Summary

LOGO

Our 2014 performance is tied to the Named Executives' compensation

 

Executive stock ownership guidelines continue to align the interests of executives with shareholders

Nearly 80% of our executive officers' target compensation is performance-based

 

We continued a share buyback program to offset the dilutive effect of our equity compensation plans

Executive pay practices are tied to robust risk and control features

 

We listened to shareholder feedback and made significant changes to our 2015 Performance Unit program that address investor concerns

SHAREHOLDER ENGAGEMENT

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

Meeting with equity and fixed income investors — during 2014, we met with equity investors at twenty-three conferences and eleven roadshows and we met with fixed income investors at two conferences and seventeen roadshows.

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

Meeting with proxy advisory firms and a number of our largest investors since our 2014 Annual Meeting 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.


The Board of Directors is soliciting proxies to be used at the annual meeting of shareholders to be held on Thursday, May 14, 2015, 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 27, 2015.

FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    7

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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 and 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, MI 48126.

Our 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 shareholders including:

GRAPHIC   Annual Election of All Directors.

GRAPHIC

 

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

GRAPHIC

 

Independent Board. Our Board is comprised of 80% independent directors.

GRAPHIC

 

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

GRAPHIC

 

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

GRAPHIC

 

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

GRAPHIC

 

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

GRAPHIC

 

Regular Board and Committee Self-Evaluation Process. The Board and each committee evaluates its performance each year.
GRAPHIC   Mandatory Deferral of Compensation for Directors. 60% of annual director fees are mandatorily deferred into Ford restricted stock units until retirement, which strongly links the interests of the Board with those of shareholders.

GRAPHIC

 

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.

GRAPHIC

 

Confidential Voting.

GRAPHIC

 

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

GRAPHIC

 

Shareholders May Take Action by Written Consent.

GRAPHIC

 

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 directors and senior financial personnel, and a code of conduct that applies to all employees.
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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. Mark Fields 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. Fields to focus on the acceleration of our One Ford Plan and leading the organization to deliver product excellence with passion and drive innovation in every part of our business, 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. Fields 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 consideration of Mr. Gephardt's not standing for election at the 2015 Annual Meeting, the Committee recommended that the size of the Board be reduced to 15 directors.

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.

The Board believes that it has an appropriate mix of short- to medium-tenured directors as well as long-tenured directors that provide a 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 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 27, 2015 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. 21 under Election of Directors.

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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 and Innovation 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, MI 48126.

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.

Exercises reasonable oversight with respect to the implementation and effectiveness of the Company's compliance and ethics program, including being knowledgeable about the content and operation of such compliance and ethics program.

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.

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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.

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: (i) the nominations or elections of directors; and (ii) 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. 9.

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

Reports to the Board of Directors about these matters.

Sustainability and Innovation Committee. Evaluates and advises on the Company's pursuit of innovative practices and technologies that improve environmental and social sustainability, enrich our customers' experiences, and increase shareholder value.

Discusses and advises on the innovation strategies and practices used to develop and commercialize technologies.

Annually reviews the Company's Sustainability Report Summary and initiatives related to innovation.

Assesses annually the adequacy of the Sustainability and Innovation Committee Charter.

Reports to the Board of Directors about these matters.

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

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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, we have 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 and Innovation 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 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 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

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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.

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 comprised of five 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 Mark Fields) 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 to the Board by the Nominating and Governance Committee (see Director Compensation on pp. 30-31).

The Compensation Committee considers recommendations from Mr. Ford, Mr. Fields, 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 2014 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 six of the Committee meetings in 2014.

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. 42-43. 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

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February Committee meeting (see Timing of Awards on p. 45). Officer salaries are reviewed in February each year.

See the Compensation Discussion and Analysis on pp. 37-57 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:

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

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.

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).
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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.)

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., James P. Hackett, James H. Hance, Jr., William W. Helman IV, Jon M. Huntsman, Jr., William E. Kennard, John C. Lechleiter, Ellen R. Marram, Gerald L. Shaheen, and John L. Thornton. Additionally, Richard A. Manoogian and Homer A. Neal, both of whom left the Board during 2014, and Richard A. Gephardt, who is not standing for election at the 2015 Annual Meeting, were determined by the Board to have had no material relationship with the Company during the time of their service and, thus, were 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 and Hackett, as an officer of such a company or, in the case of Gov. Huntsman, where an immediate family member serves as an officer of such a company. In addition to Messrs. Earley and Hackett, and Gov. Huntsman, these directors included Mr. Gephardt, Mr. Kennard, Mr. Hance, Mr. Helman, Mr. Manoogian, 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.

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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, MI 48126.

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, 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. 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 sixteen then current members of the Board, fifteen attended the annual meeting.

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Beneficial Stock Ownership

FIVE PERCENT BENEFICIAL OWNERS OF COMMON STOCK

Pursuant to SEC filings, the Company was notified that as of December 31, 2014, 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
   

 

State Street Corporation and certain of its affiliates*

  State Street Financial Center
One Lincoln Street
Boston, MA 02111
    382,492,631     10.1 %  

 

Evercore Trust Company, N.A.

  55 East 52nd Street     221,422,702     5.9 %  

      36th Floor                

      New York, NY 10055                

 

BlackRock, Inc. and certain of its affiliates

  BlackRock, Inc.
55 East 52nd Street
New York, NY 10022
    204,718,038     5.4 %  

 

The Vanguard Group and certain of its affiliates

  The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
    201,571,821     5.3 %  
*
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.

FIVE PERCENT BENEFICIAL OWNERS OF CLASS B STOCK

As of February 1, 2015, the persons included in the table below beneficially owned more than 5% of the outstanding Class B Stock.

 

Name

  Address     Ford
Class B Stock
    Percent of
Outstanding Ford
Class B Stock
   

 

Lynn F. Alandt

  Ford Estates, 2000 Brush, Detroit, MI 48226     6,597,159     9.31 %  

 

Sheila F. Hamp

  Ford Estates, 2000 Brush, Detroit, MI 48226     4,082,982     5.76 %  

 

David M. Hempstead, as trustee of various trusts*

  Ford Estates, 2000 Brush, Detroit, MI 48226     9,766,797     13.79 %  

 

Voting Trust**

  Ford Estates, 2000 Brush, Detroit, MI 48226     68,993,604     97.40 %  
*
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, 2015. No director, nominee or executive officer, including Named Executives, beneficially owned more than 0.51% 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, 2015. Executive officers held options exercisable on or within 60 days after February 1, 2015 to buy 14,103,908 shares of Ford common stock.

 

Name

    Ford
Common
Stock 1,2
    Ford
Common
Stock
Units 3
   

 

Stephen G. Butler*

    23,791     124,372    

 

Kimberly A. Casiano*

    16,858     116,485    

 

Anthony F. Earley, Jr.*

    47,213     52,416    

 

James D. Farley, Jr.

    701,335     0    

 

Mark Fields*

    4,301,269     8,242    

 

Richard A. Gephardt**

    9,701     59,657    

 

James P. Hackett*

    10,051     3,289    

 

James H. Hance, Jr.*

    59,704     40,198    

 

William W. Helman IV*

    29,607     31,093    

 

Joseph R. Hinrichs

    889,101     822    

 

Jon M. Huntsman, Jr.*

    9,704     24,779    

 

William E. Kennard*

    0     0    

 

John C. Lechleiter*

    24,173     4,200    

 

Ellen R. Marram*

    30,000     201,782    

 

Alan Mulally

    20,039,400     0    

 

Gerald L. Shaheen*

    17,144     114,346    

 

Robert L. Shanks

    815,986     0    

 

John L. Thornton*

    52,593     240,915    

 

Name

    Ford
Common
Stock 1,2
    Ford
Common
Stock
Units 3
    Ford
Class B
Stock
    Percent of
Outstanding
Ford
Class B
Stock
   

 

Edsel B. Ford II*

    2,843,476     127,400     5,392,430     7.61 %  

 

William Clay Ford, Jr.*

    7,990,939     61,407     10,859,713     15.33 %  

 

All Directors and Executive Officers as a group 31 persons beneficially owned 0.65% of Ford common stock or securities convertible into Ford common stock as of February 1, 2015

    25,474,485     1,219,723     16,252,143     22.94 %  
*
Indicates Director Nominees

**
Mr. Gephardt is not standing for election at the 2015 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 2014 and prior years for retention and other incentive purposes.

    In addition, amounts shown include Restricted Stock Units issued under the 2008 Plan as follows: 517,346 units for Mr. Fields; 185,236 units for Mr. Shanks; 583,111 units for William Clay Ford, Jr.; 279,519 units each for Messrs. Hinrichs and Farley; and 1,791,531 units for Mr. Mulally.

    In addition, amounts shown include Restricted Stock Units issued under the 2014 Plan as follows: 17,791 units for Mr. Butler; 9,704 units for Ms. Casiano; 11,213 units for Mr. Earley; 9,704 units each for Messrs. Hance and Huntsman; 16,173 units for Dr. Lechleiter; 9,704 units for Ms. Marram; and 17,144 units for Mr. Shaheen.

    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 32,997 shares of Class B Stock that are either held directly by his immediate family or by charitable funds which he controls. William Clay Ford, Jr., has disclaimed beneficial ownership of 327,092 shares of common stock and 2,095,182 shares of Class B Stock that are either held directly by members of his immediate family or indirectly by members of his immediate family in trusts in which Mr. Ford has no interest. Present directors and executive officers as a group have disclaimed beneficial ownership of a total of 388,493 shares of common stock and 2,128,179 shares of Class B Stock.

    Directors and officers pledged a total of 350 shares of common stock as security.

2
Also, on February 1, 2015 (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:
18    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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Corporate Governance

 

 

Person

    Number of Shares    

 

 

James D. Farley, Jr.

    151,960    

 

 

Mark Fields

    2,965,153    

 

 

William Clay Ford, Jr.

    6,502,668    

 

Joseph R. Hinrichs

    214,383    

 

 

Alan Mulally

    12,066,004    

 

 

Robert L. Shanks

    340,355    

 

 

 

 

 

 

 

 
3
In general, these are common stock units credited under a deferred compensation plan and payable in cash and in the cases of William Clay Ford, Jr., Mark Fields, and Joseph R. Hinrichs, include 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 2014 and prior years.

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 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 of business 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 of business 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 of business 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

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

FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    19

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Corporate Governance

$6.65 million to be paid in installments over the following ten years, of which $564,933 was paid during 2014. 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 2014 was $105,675. William Clay Ford, Jr., is a minority owner and is a director and officer of the Lions.

In October 2014, Ford entered into a Sponsorship Agreement with a wholly-owned subsidiary of the Lions to be the exclusive title sponsor of an NCAA-sanctioned, men's college football "Bowl" game to be played in each of the 2014-2016 seasons at Ford Field. We named the Bowl the "Quick Lane Bowl" for our Quick Lane Tire & Auto Center brand and acquired several broadcast television messages, event signage, and other advertising in exchange for a sponsorship fee. The cost incurred during 2014 was $600,000.

Paul Alandt, Lynn F. Alandt's husband, owns two Ford-franchised dealerships and a Lincoln-franchised dealership. In 2014, the dealerships paid Ford about $150.0 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $23.5 million for services in the ordinary course of business. Also in 2014, Ford Motor Credit Company LLC, a wholly-owned entity of Ford, provided about $214.1 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 $215.6 million in the ordinary course of business. Additionally in 2014, Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $20.2 million and $93.1 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 Systems, Inc. provided various marketing and related services to the Company and this continued following the acquisition. In 2014, the Company paid Marketing Associates, LLC approximately $25.0 million for marketing and related services provided in the ordinary course of business.

During 2014, the Company employed Henry Ford III, son of Edsel B. Ford II, as a manager in our global Marketing and Sales skill team. Henry Ford III received 2014 compensation of approximately $185,000 consisting primarily of salary, bonus, relocation expenses, and stock awards for which he became eligible during 2014.

Pursuant to SEC filings, the Company was notified that as of December 31, 2014, State Street Corporation, and its affiliate State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111, and certain of its affiliates, owned 10.1% of our common stock. During 2014, the Company paid State Street Corporation and its affiliates approximately $6.05 million in the ordinary course of business.

Pursuant to SEC filings, the Company was notified that as of December 31, 2014, Evercore Trust Company, N.A., 55 East 52nd Street, 36th Floor, New York, NY 10055, owned approximately 5.9% of the Company's common stock. During 2014, the Company paid Evercore Trust Company, N.A. approximately $1.15 million in the ordinary course of business.

Pursuant to SEC filings, the Company was notified that as of December 31, 2014, BlackRock, Inc., 55 East 52nd Street, New York, NY 10022, and certain of its affiliates, owned approximately 5.4% of the Company's common stock. During 2014, the Company paid BlackRock, Inc. approximately $7.95 million in the ordinary course of business.

Pursuant to SEC filings, the Company was notified that as of December 31, 2014, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, and certain of its affiliates, owned approximately 5.3% of the Company's common stock. During 2014, the Company paid The Vanguard Group approximately $0.56 million in the ordinary course of business.

20    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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 director is William E. Kennard who was identified and proposed to the Committee by different independent directors. Upon recommendation of the Committee, Mr. Kennard was selected from among several names submitted by directors and following a review by a search firm. Mr. Kennard was interviewed prior to his election by the Chair of the Committee, the Chairman, and the President and CEO, and certain other Board members. Upon recommendation of the Committee, Mr. Kennard was elected to the Board on December 11, 2014, with his election effective on January 1, 2015.

Mr. Gephardt will not stand for election at the 2015 Annual Shareholders' Meeting.

Fifteen 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, 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 2014. 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 2014. The nominees provided the following information about themselves as of February 1, 2015. 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.

FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    21

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Proposal 1. — Election of Directors

GRAPHIC  
Stephen G. Butler
Independent
Age:
67
Director Since:
2004
Committees: Audit (Chair), Nominating and Governance
  GRAPHIC  
Kimberly A. Casiano
Independent
Age:
57
Director Since:
2003
Committees: Audit, Nominating and Governance, Sustainability and Innovation

PRINCIPAL OCCUPATION:
Retired Chairman and Chief Executive Officer, KPMG, LLP, and Retired Chairman of KPMG International, Amsterdam, North Holland, Netherlands

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.

 

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.
22    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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Proposal 1. — Election of Directors


GRAPHIC

 


Anthony F. Earley, Jr.
Independent
Age:
65
Director Since:
2009
Committees: Compensation (Chair), Nominating and Governance, Sustainability and Innovation

 

GRAPHIC

 


Mark Fields
Age: 54
Director Since:
2014
Committees: Finance

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:
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. Mr. Earley's experience as Chairman and CEO adds significant leadership and general management expertise to Board deliberations.

 

PRINCIPAL OCCUPATION:
President and Chief Executive Officer, Ford Motor Company

RECENT BUSINESS EXPERIENCE:
Mr. Fields was elected President and Chief Executive Officer of Ford Motor Company effective July 1, 2014. Since December 2012, Mr. Fields had been Ford's Chief Operating Officer responsible for the Company's global business units. Prior to that time, he led the transformation of Ford's business in North America as Executive Vice President and President of The Americas, a position to which he was named in October 2005. Since joining Ford in July 1989, Mr. Fields has served Ford of Europe and the Premier Automotive Group (PAG) as Executive Vice President, as Chairman and Chief Executive Officer of PAG, and as President of Mazda Motor Company.

REASONS FOR NOMINATION:
As Ford's President and CEO, the Board believes that Mr. Fields continues to provide the strategic and management leadership necessary to create an exciting viable Ford delivering profitable growth for all. Mr. Fields has led the successful implementation of the One Ford Plan, driven innovation in every part of our business, and developed a global leadership team that works together effectively. The Board believes that Mr. Fields's leadership skills will continue to create value for Ford and our stakeholders.
FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    23

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Proposal 1. — Election of Directors

GRAPHIC  
Edsel B. Ford II
Age: 66
Director Since:
1988
Committees: Finance, Sustainability and Innovation
  GRAPHIC  
William Clay Ford, Jr.
Age: 57
Director Since:
1988
Committees: Finance (Chair), Sustainability and Innovation

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.

 

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 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.
24    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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Proposal 1. — Election of Directors

GRAPHIC  
James P. Hackett
Independent
Age:
59
Director Since:
2013
Committees: Nominating and Governance, Sustainability and Innovation
  GRAPHIC  
James H. Hance, Jr.
Independent
Age:
70
Director Since:
2010
Committees: Audit, Finance, Nominating and Governance

PRINCIPAL OCCUPATION:
Interim Athletic Director, University of Michigan,
Ann Arbor, Michigan

RECENT BUSINESS EXPERIENCE:
Mr. Hackett is Interim Athletic Director of the University of Michigan and Vice Chair of Steelcase Inc., the global leader in the office furniture industry. He was appointed University of Michigan's Interim Athletic Director in October 2014. 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. In April 2014, Mr. Hackett was elected as the non-executive Chairman of Fifth Third Bancorp, a regional banking corporation headquartered in Cincinnati, Ohio. 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:
Mr. Hackett's experience as CEO of Steelcase Inc. brings 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.

 

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 an emeritus trustee of Washington University in St. Louis. 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.; The Carlyle Group; and Acuity Brands, Inc.

PUBLIC COMPANY DIRECTORSHIPS WITHIN THE PAST FIVE YEARS:
Rayonier, Inc.; Sprint Nextel Corp.; 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.
FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    25

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Proposal 1. — Election of Directors

GRAPHIC  
William W. Helman IV
Independent
Age:
56
Director Since:
2011
Committees: Finance, Nominating and Governance, Sustainability and Innovation (Chair)
  GRAPHIC  
Jon M. Huntsman, Jr.
Independent
Age:
55
Director Since:
2012
Committees: Compensation, Nominating and Governance, Sustainability and Innovation

PRINCIPAL OCCUPATION:
General 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 is Chairman of 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 and The Broad Institute.

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.

 

PRINCIPAL OCCUPATION:
Chairman of the Atlantic Council of the United States and Chairman of the Huntsman Cancer Foundation, Salt Lake City, Utah

RECENT BUSINESS EXPERIENCE:
Governor Huntsman was appointed Chairman of the Huntsman Cancer Foundation in January 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, and U.S. Ambassador to Singapore. 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, and a trustee of the Reagan Presidential Foundation.

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.
26    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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Proposal 1. — Election of Directors

GRAPHIC  
William E. Kennard
Independent
Age:
58
Director Since:
January 2015
Committees: Nominating and Governance
  GRAPHIC  
John C. Lechleiter
Independent
Age:
61
Director Since:
2013
Committees: Compensation, Nominating and Governance

PRINCIPAL OCCUPATION:
Chairman and co-founder of Velocitas Partners LLC, member of the Operating Executive Board of Staple Street Capital, New York, New York.

RECENT BUSINESS EXPERIENCE:
Mr. Kennard is the former chairman of the U.S. Federal Communications Commission (FCC) and former U.S. Ambassador to the European Union. His career spans more than three decades in law, telecommunications and private equity. Before his appointment as FCC chairman in 1997, Mr. Kennard served as the FCC's general counsel from 1993 to 1997. As U.S. Ambassador to the European Union from 2009 to 2013, he worked to eliminate regulatory barriers to commerce and to promote transatlantic trade, investment and job creation. In addition to his public service, Mr. Kennard was from 2001 to 2009 a managing director of The Carlyle Group, where he led investments in the telecommunications and media sectors. He also has served on several boards in the fields of telecommunications and media, insurance and energy, as well as on the boards of various non-profit organizations. He currently serves as a Fellow of the Yale Corporation and is a member of Secretary of State John Kerry's Foreign Affairs Policy Board.

CURRENT PUBLIC COMPANY DIRECTORSHIPS:
AT&T, Inc.; MetLife, Inc.; and Duke Energy Corporation

REASONS FOR NOMINATION:
Mr. Kennard's wealth of experience, particularly in telecommunications, where he has spent years shaping policy and pioneering initiatives to improve the benefits of technology for consumers worldwide will assist the Board in its deliberations relating to mobility. As we accelerate our work in the areas of in-car connectivity and mobility, his unique perspective will help guide our strategy in these critical areas.

 

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 Officer of Eli Lilly and Company since April 2008 and as Chairman of the Board of Directors since January 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. During his career with Lilly, Dr. Lechleiter also has held executive positions in product development and regulatory affairs. Dr. Lechleiter joined Lilly in 1979 as a senior organic chemist. He currently serves as chairman of the U.S.-Japan Business Council and of United Way Worldwide, and he is a board member of the Pharmaceutical Research and Manufacturers of America, the 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.
FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    27

Table of Contents


Proposal 1. — Election of Directors

GRAPHIC  
Ellen R. Marram
Presiding Independent Director
Age:
68
Director Since:
1988
Committees: Compensation, Nominating and Governance, Sustainability and Innovation
  GRAPHIC  
Gerald L. Shaheen
Independent
Age:
69
Director Since:
2007
Committees: Audit, Nominating and Governance (Chair)

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 Emerita 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.

 

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 in February 2008. Mr. Shaheen is a board member and past chairman of the U.S. Chamber of Commerce, Chairman of the Illinois Neurological Institute, and former chairman and current 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.
28    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

Table of Contents


Proposal 1. — Election of Directors

GRAPHIC  
John L. Thornton
Independent
Age:
61
Director Since:
1996
Committees: Compensation, Finance, Nominating and Governance
             

PRINCIPAL OCCUPATION:
Chairman, Barrick Gold Corporation, Toronto, Ontario, Canada

RECENT BUSINESS EXPERIENCE:
Mr. Thornton serves as Chairman of Barrick Gold Corporation, Co-Chairman of the Board of Trustees of the Brookings Institution, and advisory board member of China Investment Corporation (CIC) and of China Securities Regulatory Commission. He is also a Professor and Director at the Global Leadership Program at the Tsinghua University School of Economics and Management in Beijing, China. 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.

 

    

 

    
FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    29

Table of Contents


Proposal 1. — Election of Directors

Director Compensation in 2014

                                                                     

 

(a)

    (b)         (c)            
(d)

    (e)    

 

Name 1

    Fees Earned or
Paid in Cash 3
($)
        Stock
Awards 4
($)
   

Fees 5
($)






Perquisites/
Evaluation
Vehicles 6
($)







Tax
Reimbursement
($)







Life
Insurance
Premiums 7
($)







All Other
Compensation
($)



    Total
($)
   
           

 

Stephen G. Butler

    125,000         149,996       24,369   15,552   290   40,211       315,207    

 

Kimberly A. Casiano

    100,000         149,996       24,452   18,075   290   42,817       292,813    

 

Anthony F. Earley, Jr.

    116,667         149,996       14,197   8,391   290   22,878       289,541    

 

Edsel B. Ford II

    100,000         149,996     650,000   14,155   0   682   664,837       914,883    

 

Richard A. Gephardt

    100,000         149,996       12,590   17,387   290   30,267       280,263    

 

James P. Hackett

    100,000         149,996       19,184   16,510   290   35,984       285,980    

 

James H. Hance, Jr.

    100,000         149,996       16,515   13,990   290   30,795       280,791    

 

William W. Helman IV

    100,000         149,996       8,367   8,616   290   17,273       267,269    

 

Jon M. Huntsman, Jr.

    100,000         149,996       24,422   15,566   290   40,278       290,274    

 

John C. Lechleiter

    100,000         149,996       13,130   7,048   290   20,468       270,464    

 

Richard A. Manoogian2

    41,666         49,988       11,080   12,264   121   23,465       115,119    

 

Ellen R. Marram

    130,000         149,996       20,089   12,190   73   32,352       312,348    

 

Homer A. Neal

    115,000         149,996     12,000   20,699   13,836   290   46,825       311,821    

 

Gerald L. Shaheen

    115,000         149,996       23,099   16,900   290   40,289       305,285    

 

John L. Thornton

    100,000         149,996       12,812   12,785   290   25,887       275,883    
1
Mr. William E. Kennard joined the Board effective January 1, 2015, and, consequently, is not listed in the table above.

2
Mr. Manoogian did not stand for re-election at the 2014 Annual Meeting, and amounts paid to Mr. Manoogian were prorated in connection with his departure from the Board on May 8, 2014.

3
Fees Earned or Paid Cash

    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. In 2013, 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.

      As discussed in foonote 4 below, certain directors chose to receive all or a portion of their fees in restricted stock units pursuant to the 2014 Plan. Pursuant to SEC rules, the dollar value of any fees any director elected to receive in restricted units in excess of the 60% of the fees mandatorily paid in restricted stock units pursuant to that plan is shown in the "Fees Earned or Paid in Cash" column.

4
2014 Plan.    Effective January 1, 2014, the Board adopted the 2014 Stock Plan for Non-Employee Directors of Ford Motor Company. The 2014 Plan was approved by shareholders at the 2014 Annual Meeting. The 2014 Plan is structured so that 60% (the "mandatory portion") of the Annual Board membership fee is mandatorily paid in Restricted Stock Units ("RSUs"). The amounts shown in column (c) are the grant date values of the RSUs relating to the mandatory portion of fees paid under the 2014 Plan. Each Director also had the option of having some or all of his or her remaining fees paid in RSUs pursuant to the 2014 Plan. Each Director had 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. In light of the requirement that 60% of annual director fees are paid in RSUs, and that directors may not dispose of such RSUs or shares of stock until after separation from the Board, there is no minimum share ownership
30    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

Table of Contents


Proposal 1. — Election of Directors

    requirement for members of the Board. If dividends are paid on common stock, Dividend Equivalents are paid in additional RSUs on RSU balances for those directors whose RSUs have not settled into shares of common stock. For any director whose RSUs have settled into shares of common stock, they are required to reinvest those dividends into additional shares of common stock until separation from the Board. The following table shows the balances as of December 31, 2014, of RSUs or shares, as applicable, granted pursuant to the 2014 Plan for each director who then served on the Board.

 
   
   
   
   
   
 
Name
  Restricted
Stock
Units

  Ford
Common
Stock
Shares

  Name
  Restricted
Stock
Units

  Ford
Common
Stock
Shares

 

Stephen G. Butler

    17,791     N/A  

William W. Helman IV

    N/A     9,607  

Kimberly A. Casiano

    9,704     N/A  

Jon M. Huntsman, Jr.

    9,704     N/A  

Anthony F. Earley, Jr.

    11,213     N/A  

John C. Lechleiter

    16,173     N/A  

Edsel B. Ford II

    N/A     9,701  

Ellen R. Marram

    9,704     N/A  

Richard A. Gephardt

    N/A     9,701  

Gerald L. Shaheen

    17,144     N/A  

James P. Hackett

    N/A     9,701  

John L. Thornton

    N/A     16,139  

James H. Hance, Jr.

    9,704     N/A                  
5
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 received 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 2014.

6
Perquisites and Evaluation Vehicle Program.    All amounts shown in this column reflect the cost of: (i) evaluation vehicles provided to Directors; (ii) the actual cost incurred for holiday gifts; (iii) healthcare insurance premiums for certain directors; and (iv) the value of Dividend Equivalents credited to the following directors: Mr. Butler, Ms. Casiano, Messrs. Earley and Hance, Gov. Huntsman, Dr. Lechleiter, Ms. Marram, Dr. Neal, and Mr. Shaheen. 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.

    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).

7
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. 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). 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).

Your Board's recommendation: FOR Proposal 1

FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    31

Table of Contents


Proposal 2. — Ratification of Independent Registered Public Accounting Firm

Proposal 2 — 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 2015.

The Audit Committee selected PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") to audit Ford's books of account and other corporate records for 2015. PricewaterhouseCoopers is well qualified to audit Ford's books of account and other corporate records. Representatives of PricewaterhouseCoopers will be present at the meeting with the opportunity to make a statement and answer questions.

Amounts paid by the Company to PricewaterhouseCoopers for audit and non-audit services rendered in 2013 and 2014 are disclosed in the Audit Committee Report (see p. 33).

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 2015 is ratified."

Your Board's recommendation: FOR Proposal 2

32    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

Table of Contents


Proposal 2. — Ratification of Independent Registered Public Accounting Firm

Audit Committee Report

The Audit Committee is composed of four 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, 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 2014 and 2013.

AUDIT FEES

The Company paid PricewaterhouseCoopers $37.8 million and $37.7 million for audit services for the years ended December 31, 2014 and 2013, 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 $3.9 million and $5.9 million for audit-related services for the years ended December 31, 2014 and 2013, 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 $3.5 million and $3.3 million for tax services for the years ended December 31, 2014 and 2013, 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 54% and 64% for tax compliance and the preparation of Company tax returns in 2014 and 2013, respectively.

ALL OTHER FEES

The Company paid PricewaterhouseCoopers $2.6 million and $0.8 million for other services for the years ended December 31, 2014 and 2013, respectively. The types of other services provided included research analysis regarding new markets and strategies, and advisory services to help support quantification of potential insurance claims.

TOTAL FEES

The Company paid PricewaterhouseCoopers a total of $47.8 million and $47.7 million in fees for the years ended December 31, 2014 and 2013, respectively.

FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    33

Table of Contents


Proposal 2. — Ratification of Independent Registered Public Accounting Firm

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, 2014. 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, 2014, 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
34    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

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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. 37-57 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 2015 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."

Your Board's recommendation: FOR Proposal 3

FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement    35

Table of Contents


Compensation Discussion and Analysis (CD&A) Roadmap

GRAPHIC

36    FORD MOTOR COMPANY GRAPHIC 2015 Proxy Statement

Table of Contents


Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Executive Summary

In 2014, 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.

Our plan has served us well and will continue to do so going forward. We are building on our success by accelerating the pace of progress throughout our business, delivering product excellence with passion, and driving innovation in every part of the business.

GRAPHIC

OUR JOURNEY FROM 2006 TO 2014

GRAPHIC

Ford is a substantially stronger company

One Ford product portfolio deployed globally

Vehicle platforms rationalized

Advanced technology launched across our products, including SYNC, EcoBoost, and electrification

Ford brand revitalized

U.S. and Europe dealer networks rationalized and strengthened

Strong business in North America sustained

Profitable growth in China achieved

Continued implementation of transformation plan in Europe

Balance sheet strengthened

Investment grade credit rating achieved

Dividend restored and increased

Stock buybacks used to reduce shareholder dilution

STRONG FOUNDATION IN PLACE TO GROW BUSINESS