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

Dear Shareholders:

It is my pleasure to inform you that our 2022 Annual Meeting of Shareholders will be conducted online on Thursday, May 12, 2022, starting at 8:30 a.m. EDT. Shareholders will be able to listen, submit questions, and vote from any remote location with Internet connectivity. Information on how to participate in this year’s virtual meeting can be found on page 98.

This is one of the most exciting periods in our history. Despite the challenges presented by the COVID-19 pandemic and the semiconductor shortage, we delivered one of the most profitable years in Ford’s nearly 119-year history. And with our recent announcement about our company’s business transformation, I am more confident than ever we can compete and win in the new era of electric and connected vehicles.

We accomplished a lot in 2021. We built out one of the strongest and most compelling vehicle lineups in our history with hit products that have excited the public. We moved aggressively into electric vehicles starting with our most iconic nameplates. We made bold bets on the future, investing billions of dollars to build the electric vehicles and batteries of the future, doing so at the greenest auto factories the world has ever seen and creating thousands of new jobs. We also reinstated a regular quarterly dividend.

Our core mission of developing vehicles, technologies, and services that improve people’s lives has never been more important. As we know from the last couple of years, the world continues to face enormous challenges. We strongly believe that Ford has the values, the people, and the vision to make a positive impact. As always, our Board of Directors, leadership team, and extended family of employees are determined to continue earning your confidence as we aspire to help build a better world, where every person is free to move and pursue their dreams.

Thank you for your support of our efforts.

April 1, 2022

/s/ William Clay Ford, Jr.
William Clay Ford, Jr.
Chair of the Board

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Notice of Virtual Annual Meeting of
Shareholders of Ford Motor Company

Thursday, May 12, 2022

8:30 a.m., Eastern Daylight Saving Time

This year’s virtual annual meeting will begin promptly at 8:30 a.m., Eastern Daylight Saving Time. If you plan to participate in the virtual meeting, please see the instructions on page 98 of the Proxy Statement. Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. There will be no physical location for shareholders to attend. Shareholders may only participate online by logging in at www.virtualshareholdermeeting.com/FORD2022.

ITEMS OF BUSINESS:

The election of the 14 director nominees named in the Proxy Statement.

The ratification of the selection of PricewaterhouseCoopers LLP as Ford’s independent registered public accounting firm for 2022.

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

Approval of the Tax Benefit Preservation Plan.

Consideration of the shareholder proposal set forth in the Proxy Statement.

If you were a shareholder at the close of business on March 16, 2022, you are eligible to vote at this year’s annual meeting.

Please read these materials so that you will know which items of business we intend to cover during 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 will allow your shares to be voted as you instruct even if you cannot participate in 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 94 for important information about the proxy materials, voting, the virtual annual meeting, Company documents, communications, and the deadline to submit shareholder proposals for the 2023 Annual Meeting of Shareholders.

Shareholders are being notified of the Proxy Statement and the form of proxy beginning April 1, 2022.

April 1, 2022

Dearborn, Michigan

/s/ Jonathan E. Osgood

Jonathan E. Osgood
Secretary


When	Virtual Meeting	Record Date
Thursday, May 12, 2022 8:30 a.m., Eastern Daylight Saving Time	www.virtualshareholdermeeting.com/FORD2022	March 16, 2022

We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or online voting. See our Questions and Answers beginning on page 95 for information about the virtual meeting and voting by telephone or online and how to revoke a proxy.

Notice of Virtual Annual Meeting of Shareholders

2022 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 95 for important information about proxy materials, voting, the virtual annual meeting, Company documents, and communications.

The Board of Directors is soliciting proxies to be used at the annual meeting of shareholders. This Proxy Statement and the enclosed proxy are being made available to shareholders beginning April 1, 2022.

TIME OF VIRTUAL ANNUAL MEETING

Thursday, May 12, 2022
8:30 a.m., Eastern Daylight Saving Time

We will hold a virtual annual meeting of shareholders. Shareholders may participate online by logging onto www.virtualshareholdermeeting.com/FORD2022.

There will not be a physical meeting location.

Corporate Website:

www.corporate.ford.com

Annual Report:

www.shareholder.ford.com

MEETING AGENDA

VOTING MATTERS		Board Recommendations	Pages
1.	Election of the 14 Director Nominees Named in the Proxy Statement	FOR	28-38
2.	Ratification of Independent Registered Public Accounting Firm	FOR	39-40
3.	Approval of the Compensation of the Named Executives	FOR	41-86
4.	Approval of the Tax Benefit Preservation Plan	FOR	87-89
5.	Shareholder Proposal — Give Each Share an Equal Vote	AGAINST	90-93

CORPORATE GOVERNANCE HIGHLIGHTS

▪

Lead Independent Director

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Independent Board Committees — Audit; Compensation, Talent and Culture; and Nominating and Governance

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Committee Charters

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Independent Directors Meet Regularly Without Management and Non-Independent Directors

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Regular Board and Committee Self-Evaluation Process

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Separate Chair of the Board and CEO

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Confidential Voting

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Shareholders Have the Right to Call Special Meetings

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Shareholders May Take Action by Written Consent

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Strong Codes of Ethics

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Annual Election of All Directors

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Majority Vote Standard — No Supermajority Voting Requirement

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Board Meetings in 2021: 12

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Standing Board Committees — Meetings in 2021: Audit: 11, Compensation, Talent and Culture: 10, Finance: 4, Nominating and Governance: 6, Sustainability, Innovation and Policy: 4

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64% of the Director Nominees are Independent

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See pages 75-78 of Ford’s Annual Report on Form 10-K for the year ended December 31, 2021 for definitions and reconciliations to GAAP.

DELIVERING ON OUR FORD+ PLAN

Our Ford+ plan for growth and value creation is about using disruptive technology and “always on” relationships to enrich experiences for customers and deepen their loyalty to Ford. In order to grow and create value for all stakeholders, we are adding to our significant foundational strengths with enhanced capabilities and expanded effectiveness and reach in connected electric vehicles (‘‘EVs’’) and services and, over time, autonomous vehicles and other mobility services. This includes our March 2022 announcement to form two distinct, but strategically interdependent, auto businesses — Ford Blue and Ford Model e, together with the Ford Pro commercial business — to unleash the full potential of the Ford+ plan by delighting customers, driving growth and value creation, and positioning Ford to outperform both legacy automakers and new EV competitors.

Below are some of the strategic choices and achievements we’re making in areas of strength to drive and deliver on Ford+:

				Ford Model e will deliver more than 2 million EVs annually by 2026 and design the next generation of breakthrough, industry-leading EVs and digital experiences*
				In partnership with our philanthropic arm, Ford Motor Company Fund (“Ford Fund”), made $74.4 million in charitable contributions in 2021
				Instituted several EV initiatives including, among others, a new F-Series truck plant in Tennessee and three BlueOval SK joint-venture battery plants in Kentucky and Tennessee — the latter raising Ford’s annual battery capacity in the United States to more than one million units
				Restructurings in Europe, India, and South America are expected to help us deliver a sustainably profitable business and allocate our capital to grow and create value in key areas
				43rd straight year as America’s best-selling commercial van line-up
				Mustang Mach-E was the nation’s second best-selling full electric SUV in 2021, behind Tesla’s Model Y, and named “Electric Vehicle of the Year” by Car and Driver magazine
				Unveiled the F-150 Lightning – an electric version of the most popular vehicle in America – to unprecedented demand
				Ford Fund donated more than $1.3 million to disaster relief efforts worldwide

				Ford Blue will build out and optimize our internal combustion engine vehicle business by simplifying operations, lowering costs, improving quality, and leveraging connectivity innovations, while providing world-class hardware engineering and efficient manufacturing for all of Ford
				Created Ford Pro Intelligence, a cloud-based platform powering digital services to support commercial customer fleets
				F-Series was the best-selling truck for the 45th straight year and best-selling vehicle in America for the 40th year in a row
				Launched Ford Pro, the new standalone commercial vehicle services and distribution business, adding seamless EV charging and energy management services with Ford’s acquisition of Electriphi
				Posted best-ever sales for full electric vehicles, second only to Tesla for 2021
				Together with Ford Fund, fulfilled our commitment to donate 120 million facemasks to at-risk individuals and organizations in all 50 states, opened a community vaccine center in Romania, and distributed food and medical kits to thousands of families in South America
				Through numerous literacy, mentoring, workforce development, and educational initiatives, Ford Fund created opportunities for hundreds of thousands of under-resourced individuals around the world

* Please refer to Appendix II for a Cautionary Note on Forward-Looking Statements.

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We have a rigorous and comprehensive process for determining compensation

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

WE DO

	Perform annual say-on-pay advisory vote for shareholders
	Pay for performance
	Use appropriate peer group when establishing compensation
	Balance short- and long-term incentives
	Align executive compensation with shareholder returns through long-term incentives
	Cap individual payouts in incentive plans
	Include clawback provisions in our incentive grants (see Risk Assessment Regarding Compensation Policies and Practices on pp. 16-17)
	Maintain robust stock ownership goals for Named Executives

	Prohibit officers from hedging their exposure to Ford common stock and limit officers’ pledging of Ford common stock (see Risk Assessment Regarding Compensation Policies and Practices on pp. 16-17)
	Condition grants of long-term incentive awards on non-compete and non-disclosure restrictions
	Mitigate undue risk taking in compensation programs
	Retain a fully independent external compensation consultant whose independence is reviewed annually by the Compensation, Talent and Culture Committee (see Compensation, Talent and Culture Committee Operations on pp. 17-18)
	Include a double-trigger change in control provision for equity grants

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WE DO NOT

	Provide evergreen employment contracts
	Maintain individual change in control agreements for Named Executives (other than the provisions included in the employment agreements for Mr. Farley and Mr. Amend discussed in footnotes 7 and 8 on pp. 82-83)

	Reprice options
	Allow officers to hedge their exposure to Ford common stock
	Pay out dividend equivalents on equity awards during vesting periods or performance periods

Amongst best compensation governance practices

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A Performance Unit is 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, Talent and Culture Committee under the Long-Term Incentive Plan. A Time-Based Unit represents 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, under the Long-Term Incentive Plan, as determined by the Compensation, Talent and Culture Committee.

Stock options are granted as a form of long-term incentive award from time to time, as determined by the Compensation, Talent and Culture Committee. No stock options were granted in 2021.

Our Named Executive compensation balances risk and reward

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Our compensation practices have been consistently supported by shareholders, as evidenced by recent Say-on-Pay results.

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We regularly meet with investors to discuss and receive feedback on various topics, including long-term strategy; financial and operating performance; risk management; environmental, social, and governance practices; and executive compensation practices. Based on these interactions, we believe investors were generally satisfied with our compensation programs in 2021 and we are pleased that investors support our compensation philosophy, policies, and programs.

Consistent approval of Named Executive compensation

▪

Named Executives’ compensation is tied to our 2021 and 2019-2021 performance periods

▪

At least 80% of each Named Executive’s target compensation is performance-based (with the exception of Mr. Amend whose performance-based compensation is slightly below that level)

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Our Global Compensation and Benefits Philosophy, Strategy, and Guiding Principles include a pay equity objective

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Executive pay practices are tied to robust risk and control features

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We maintain a policy that prohibits the hedging of exposure to Ford common stock by officers and limits the pledging of Ford common stock by officers

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Executive stock ownership goals and retention requirements continue to align the interests of executives with shareholders

▪

The Compensation Committee changed its name to the Compensation, Talent and Culture Committee to reflect its responsibilities related to significant people-related strategies to enhance oversight of human capital management

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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 at Ford Motor Company, Shareholder Relations, P.O. Box 6248, Dearborn, MI 48126.

Our Governance Practices

The Board continuously reviews our governance practices, assesses the regulatory and legislative environment, and adopts the governance practices that best serve the interests of our shareholders.

Ford has a long history of operating under sound corporate governance practices, which is a critical element of creating the world’s most trusted company. These practices include the following:

	Annual Election of All Directors.
	Majority Vote Standard. Each director must be elected by a majority of votes cast.
	Independent Board. 64% of the Director Nominees are independent.
	Lead Independent Director. Ensures management is adequately addressing the matters identified by the Board.
	Independent Board Committees. Each of the Audit Committee, Compensation, Talent and Culture Committee, and Nominating and Governance Committee is comprised entirely of independent directors.
	Committee Charters. Each standing committee operates under a written charter that has been approved by the Board and is reviewed annually.
	Independent Directors Meet Regularly Without Management and Non-Independent Directors.
	Regular Board and Committee Self-Evaluation Process. The Board and each committee evaluates its performance each year.
	Mandatory Retirement Age and Term Limits. 15-year term limits for new independent directors and mandatory retirement age of 72 provide regular opportunities for Board refreshment.

	Mandatory Deferral of Compensation for Directors. In 2021, approximately 68% of annual director fees were mandatorily deferred into Ford restricted stock units, which strongly links the interests of the Board with those of shareholders.
	Separate Chair of the Board and CEO. The Board of Directors has chosen to separate the roles of CEO and Chair of the Board of Directors.
	Confidential Voting at Annual Meeting.
	Special Meetings. Shareholders have the right to call a special meeting.
	Shareholders May Take Action by Written Consent.
	Strong Codes of Ethics. Ford is committed to operating its business with the highest level of integrity and has adopted codes of ethics that apply to all directors and senior financial personnel, and a code of conduct that applies to all employees.
	Hedging and Pledging Policies. Officers are prohibited from hedging their exposure to, and limited in pledging, Ford common stock (see pp. 16-17).

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Leadership Structure

Our leadership structure is optimal because it allows the CEO to focus on leading the organization to deliver product excellence, while the Chair leads the Board in its pursuit to provide the Company with direction on Company-wide issues such as sustainability, mobility, and stakeholder relationships.

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 Chair of the Board of Directors. James D. Farley, Jr. is our President and CEO, and William Clay Ford, Jr. is Chair of the Board of Directors as well as our Executive Chair. We believe this structure is optimal for Ford at this time because it allows Mr. Farley to focus on leading the organization while Mr. Ford focuses on leading the Board of Directors. Furthermore, the Board appointed Anthony F. Earley, Jr. as our Lead Independent Director in 2019. As Mr. Earley is not standing for re-election at the 2022

Annual Meeting, the Board will appoint a new Lead Independent Director to replace Mr. Earley as Lead Independent Director upon his retirement. We believe having a Lead Independent Director is an important governance practice given that the Chair of the Board, Mr. Ford, is not an independent director under our Corporate Governance Principles. The duties of the Lead 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. Farley to ensure management is adequately addressing the matters identified by the Board.

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

Board Meetings, Composition, and Committees

The Board has the appropriate mix of short-, medium-, and long-tenured directors. This mix provides a balance of fresh insight and historical perspective.

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 the Board to serve until the next annual meeting. In 2018, we implemented a more robust peer and Board and Committee self-assessment process. Periodically, we engage an outside party to communicate with each director concerning Board dynamics and effectiveness and provide feedback to the Board on areas of strengths, weaknesses, and opportunities for improvement. We also instituted an evaluation process whereby every five years each director’s skills and qualifications are analyzed as to whether such skills and qualifications remain relevant in light of changing business conditions.

For many years we have maintained a mandatory retirement age of 72 for directors. In 2019, the Board

adopted a policy for new independent directors whereby it is expected that an independent director may serve up to 15 one-year terms, unless unique circumstances warrant additional terms. We will continue to maintain the mandatory retirement age of 72 so that for new independent directors it is expected that they will not be re-nominated when they reach the earlier of having served for 15 terms or age 72, absent a waiver from the Board for unique circumstances.

In December 2021, the Committee recommended that the size of the Board be increased to 15 and that John C. May be appointed to the Board. As Anthony F. Earley, Jr. is not standing for re-election this year, having reached our mandatory retirement age, the Committee recommended in March 2022 that the size of the Board be reduced to 14 at the time of the 2022 Annual Meeting.

The Board believes that it has an appropriate mix of short- and medium-tenured directors as well as long-tenured directors, which provide a balance that enables the Board to benefit from both fresh insights and historical perspectives during its deliberations and inform Board succession planning.

In addition, having a Ford family member, William Clay Ford, Jr., as our Executive Chair brings a unique and historical long-term perspective to Board deliberations, while Alexandra Ford English and Henry Ford III, who were first elected to the Board at the 2021 Annual Meeting, provide fresh perspectives and valuable insights while continuing the Ford family’s nearly

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119 years of active involvement with and stewardship of the Company. Alexandra Ford English is the daughter of William Clay Ford, Jr. and Henry Ford III is the son of our former director Edsel B. Ford II, who retired from the Board in 2021.

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, with a copy sent by e-mail to the Company’s Executive Director, Investor Relations at: fordir@ford.com. Properly submitted recommendations must be received no later than December 2, 2022, 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. 28 under Election of Directors.

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 Lead 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.

BOARD COMMITTEES

Current Directors

Audit

Compensation,
Talent and
Culture

Finance

Nominating
and
Governance

Sustainability,
Innovation and
Policy

Kimberly A. Casiano

■

Anthony F. Earley, Jr.

Chair*

■

Alexandra Ford English

■

James D. Farley, Jr.

Henry Ford III

■

William Clay Ford, Jr.

Chair

■

William W. Helman IV

■

Chair

Jon M. Huntsman, Jr.

■

William E. Kennard

■

Chair

■

John C. May

■

Beth E. Mooney

■

Lynn Vojvodich Radakovich

■

John L. Thornton

■

John B. Veihmeyer

Chair

■

John S. Weinberg

■

Lynn Vojvodich Radakovich will replace Anthony F. Earley, Jr. as Chair of the Compensation, Talent and Culture Committee following his retirement from the Board at the 2022 Annual Meeting.

Only independent directors serve on the Audit Committee, Compensation, Talent and Culture Committee, and Nominating and Governance Committee, in accordance with the independence standards of the New York Stock Exchange LLC (“NYSE”) Listed Company and Securities and Exchange Commission (“SEC”) rules and the Company’s Corporate Governance Principles. Under these standards, members of the Audit Committee also satisfy the heightened SEC independence standards for audit committees, and the members of the Compensation, Talent and Culture Committee satisfy the additional NYSE independence standards for compensation committees. Each member of the Audit Committee also meets the financial literacy

requirements of the NYSE Listed Company rules. 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 Committee, Compensation, Talent and Culture Committee, Finance Committee, Nominating and Governance Committee, and Sustainability, Innovation and Policy Committee of the Board. Printed copies of each of the committee charters are available by writing to our Shareholder Relations Department at Ford Motor Company, Shareholder Relations, P.O. Box 6248, Dearborn, MI 48126.

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BOARD COMMITTEE FUNCTIONS

Audit Committee	▪ Selects the independent registered public accounting firm, 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 its audit, and reviews the firm’s independence and performance. Also, annually approves 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 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 the 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. ▪ Reviews our cyber security practices periodically, at least twice each year. ▪ Assesses annually the adequacy of the Audit Committee Charter. ▪ Reports to the Board of Directors about these matters.
MEMBERS ▪ John Veihmeyer, Chair ▪ Kimberly A. Casiano ▪ Beth E. Mooney MEETINGS IN 2021: 11 MEMBER QUALIFICATIONS ▪ Each member of the Audit Committee is independent, in accordance with the NYSE standards and SEC rules and the Company’s Corporate Governance Principles ▪ Each member of the Audit Committee meets the financial literacy requirements of the NYSE Listed Company rules ▪ In addition, our Board has determined that Mr. Veihmeyer qualifies as an “Audit Committee financial expert” within the meaning of SEC regulations and applicable NYSE rules REPORT The Audit Committee Report is on page 40

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Compensation, Talent and Culture Committee	▪ Establishes and reviews the overall executive compensation philosophy and strategy of the Company. ▪ Reviews and discusses key people-related business strategies, including leadership succession planning, culture, diversity and inclusion, and talent development programs. ▪ Reviews and approves Company goals and objectives related to the Executive Chair, the President and CEO, and other executive officers’ compensation, including annual performance objectives. ▪ Evaluates the performance of the Executive Chair, 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 Chair, the President and CEO, and other executive officers.	▪ Conducts a risk assessment of the Company’s compensation policies and practices. ▪ Considers and makes recommendations on Ford’s executive compensation plans and programs. ▪ Reviews the Compensation Discussion and Analysis to be included in the Company’s proxy statement. ▪ Prepares an annual report of the Compensation, Talent and Culture Committee to be included in the Company’s proxy statement. ▪ Assesses the independence of the Committee’s consultant. Assesses annually the adequacy of the Compensation, Talent and Culture Committee Charter. ▪ Reports to the Board of Directors about these matters.
MEMBERS ▪ Anthony F. Earley, Jr., Chair ▪ Lynn Vojvodich Radakovich, Successor Chair ▪ John C. May ▪ John L. Thornton ▪ John S. Weinberg MEETINGS IN 2021: 10 MEMBER QUALIFICATIONS ▪ Each member of the Compensation, Talent and Culture Committee is independent, in accordance with the NYSE standards and SEC rules and the Company’s Corporate Governance Principles REPORT The Compensation Committee Report is on page 71

Finance Committee	▪ Reviews all aspects of the Company’s policies and practices that relate to the management of the Company’s financial affairs, consistent with law and specific instructions given by the Board of Directors. ▪ Reviews capital allocation priorities, policies, and guidelines, including the Company’s cash flow, minimum cash requirements, and liquidity targets. ▪ Reviews the Company’s capital appropriations financial performance against targets by conducting interim reviews and an annual review of previously approved capital programs and periodic review of acquisitions and new business investments.	▪ 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.
MEMBERS ▪ William Clay Ford, Jr., Chair ▪ Alexandra Ford English ▪ Henry Ford III ▪ William W. Helman IV ▪ William E. Kennard ▪ John C. May ▪ John L. Thornton ▪ John S. Weinberg MEETINGS IN 2021: 4

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Nominating and Governance Committee	▪ Reviews and makes recommendations on: (i) the nominations or election of directors and (ii) the size, diversity, composition, and compensation of the Board. ▪ Establishes criteria for selecting new directors and the evaluation of the Board, including whether current members and candidates possess skills and qualifications that support the Company’s strategy. ▪ 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 director nominees (other than self-nominations). See Composition of Board of Directors/Nominees on pp. 10-11. ▪ Assesses annually the adequacy of the Nominating and Governance Committee Charter. ▪ Reports to the Board of Directors about these matters.
MEMBERS ▪ William E. Kennard, Chair ▪ Kimberly A. Casiano ▪ Anthony F. Earley, Jr. ▪ William W. Helman IV ▪ John C. May ▪ Beth E. Mooney ▪ Lynn Vojvodich Radakovich ▪ John L. Thornton ▪ John Veihmeyer ▪ John S. Weinberg MEETINGS IN 2021: 6 MEMBER QUALIFICATIONS ▪ Each member of the Nominating and Governance Committee is independent, in accordance with the NYSE standards and SEC rules and the Company’s Corporate Governance Principles

		Sustainability, Innovation and Policy Committee			▪ Reviews and advises on the Company’s pursuit of innovative policies and technologies that promote product safety, improve environmental and social sustainability, and seek to enrich our customers’ experiences, increase shareholder value, and lead to a better world. ▪ Responsible for assessing the Company’s progress on strategic economic, product safety, environmental, and social issues, as well as the degree to which sustainability principles have been integrated into various skill teams.			▪ Reviews the Company’s Integrated Sustainability and Financial Report Summary as well as any Company initiatives related to sustainability and innovation. ▪ Assesses annually the adequacy of the Sustainability, Innovation and Policy Committee Charter. ▪ Reports to the Board of Directors about these matters.
		MEMBERS ▪ William W. Helman IV, Chair ▪ Kimberly A. Casiano ▪ Anthony F. Earley, Jr. ▪ Alexandra Ford English ▪ Henry Ford III ▪ William Clay Ford, Jr. ▪ Jon M. Huntsman, Jr. ▪ William E. Kennard ▪ Lynn Vojvodich Radakovich ▪ John S. Weinberg MEETINGS IN 2021: 4

Board’s Role in Risk Management

The Board has overall responsibility for the oversight of risk management at Ford, while management is responsible for day-to-day risk management.

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.).

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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, environmental and social sustainability, capital allocation, management development, retention and compensation, competitive developments, and geopolitical developments.

We believe that key success factors in the risk management at Ford include a strong risk analysis tone set by the Board and senior management, which is shown through their commitment to effective top-down and bottom-up communication (including communication between management and the Board and Committees), and active cross-functional participation among the Business Units and Functional Skill Teams. We have institutionalized a regular Forecast, Controls and Risk Review and Special Attention Review process where the senior leadership of the Company reviews the status of the business, the risks and opportunities presented to the business (in the areas of compliance, reporting, operating, and strategic risks), and develops specific plans to address those risks and opportunities.

The Enterprise Risk Management process adopted by the Company identifies the top critical enterprise risks identified through a survey process of senior management and the Board of Directors. Once identified, each of the top risks is assigned an executive risk owner who is responsible to oversee risk assessment, develop mitigation plans, and provide regular updates. The Enterprise Risk Management process also engages Business Units and Skill Teams to determine which of the enterprise risks are most relevant to their specific objectives, and identify any additional risks that can be managed at a lower level in the organization. Risks at all levels are shared and aligned for a top-down and bottom-up view and management of risk. The Audit Committee and Board annually review the process to update the list of critical risks and monitor risk movement and emerging trends.

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 Sustainability, Innovation and Policy Committee assists the Board of Directors in overseeing environmental and social sustainability risks, while the Compensation, Talent and Culture Committee assists the Board of Directors in overseeing risks related to compensation and people-related business strategies, including leadership succession and culture, diversity, and inclusion. The Board and the appropriate committees also periodically review other policies related to personnel matters, including those related to sexual harassment and anti-retaliation policies related to whistleblowers. The Board, the Sustainability, Innovation and Policy Committee, the Compensation, Talent and Culture Committee, the Finance Committee, and the Audit Committee all play a role in overseeing operating and strategic risk management.

The scope and severity of risks presented by cyber threats have increased dramatically, and constant vigilance is required to protect against intrusions. We take cyber threats very seriously and regularly audit our cyber security capabilities. These audits are a useful tool for ensuring that we maintain a robust cyber security program to protect our investors, customers, employees, and intellectual property. The Audit Committee receives updates several times per year from the Chief Information Security Officer regarding technology and cyber security risk and conducts regular reviews of our cyber security practices, with report outs to the Board as appropriate. As part of its risk assessment procedures, the Board reviews relevant cyber security and information technology matters at least twice annually.

We also maintain an industry-leading cyber security insurance program with many of the world’s largest and most respected insurance companies. Additionally, we are a founding member of the Board of the Automotive Information Sharing and Analysis Center. Our current seat on that board ensures that we preserve relationships that help to protect ourselves against both enterprise and in-vehicle security risks.

Please refer to our Integrated Sustainability and Financial Report (http://sustainability.ford.com) for additional information about how we identify and address environmental and social sustainability risks.

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OVERSIGHT OF RISK MANAGEMENT

	COMPLIANCE & REPORTING	OPERATING & STRATEGIC
FORD BOARD Oversight	Audit Committee	Sustainability, Innovation and Policy Committee Compensation, Talent and Culture Committee Finance Committee Audit Committee
FORD MANAGEMENT Day-to-Day	Compliance Reviews Sarbanes-Oxley Compliance Internal Controls Disclosure Committee	Business Units & Skill Teams Forecast, Controls and Risk Review Special Attention Review Product, Strategy, and People Forums

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 John B. Veihmeyer as an Audit Committee financial expert. Mr. Veihmeyer meets the independence standards for audit committee members under the NYSE Listed Company and SEC rules. Mr. Veihmeyer is also the chair of the Audit Committee. The lead partner of the Company’s independent registered public accounting firm is rotated at least every five years.

RISK ASSESSMENT REGARDING COMPENSATION POLICIES AND PRACTICES

In 2021, we conducted an annual 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, Talent and Culture Committee and concluded that our compensation programs are designed with an appropriate balance of risk and reward 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 balanced behavior 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 Compensation, Talent and Culture Committee has negative discretion over incentive program payouts;

▪

use of Time-Based Units that vest ratably over three years and Performance Units that have a three-year performance period that measures performance against financial metrics and relative Total Shareholder Return (“TSR”);

▪

general provision of long-term equity-based compensation on an annual basis to senior executives — we believe that accumulating equity over a period of time encourages executives to take actions that promote the long-term sustainability of our business;

▪

double-trigger change in control provisions for equity grants; and

▪

stock ownership goals that align the interests of executive officers with those of our shareholders — this discourages executive officers from focusing on short-term results without regard to longer-term consequences.

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

Our Compensation, Talent and Culture 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.

Hedging and Pledging Policies. The Committee maintains the following policy related to hedging exposure to common stock:

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Certain forms of hedging or monetization transactions, such as forward sale contracts, allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow an officer to continue to own Ford common stock, but without the full risks and rewards of ownership. When that occurs, the officer may no longer have the same incentives or objectives as the Company’s other shareholders. Consequently, officers are prohibited from engaging in hedging their exposure to directly or indirectly owned Ford common stock, whether obtained through compensation, open-market purchases, or otherwise. For purposes of this policy, “hedging” includes the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Ford common stock. Any hedges of Ford common stock in existence at the time a person becomes subject to this policy are grandfathered, but are prohibited from being renewed or extended.

In addition, the Committee maintains the following policy related to the pledging of common stock:

Pledges of Ford common stock by an officer can result in the sale of shares without the consent of the officer if the obligation secured by the shares is in default, and if this occurs during a blackout period it could result in an insider trading violation by that officer. Pledges of Ford common stock in a brokerage margin account (where shares are pledged to secure a loan to buy other securities) present significant insider trading risk because the shares can be sold automatically with a decline in the stock price. In addition, the reputation of the Company, as well as officers’ personal reputations, can be adversely affected if Ford common stock is sold pursuant to a defaulted obligation. Consequently, officers are prohibited from engaging in pledging directly or indirectly owned Ford common stock to secure obligations of a brokerage margin account as described above. Officers may pledge shares of Ford common stock other than in brokerage margin accounts as long as the following conditions are met: (i) only shares that exceed applicable stock ownership guidelines may be pledged and (ii) any such pledge receives the prior approval of the Chief Executive Officer and Office of the General Counsel. Any pledges of Ford common stock in existence at the time a person becomes subject to this policy are grandfathered, but are prohibited from being

renewed or extended, unless such renewal or extension complies with this policy.

Regarding directors, the 2014 Stock Plan for Non-Employee Directors prohibits the hedging and pledging of common stock received pursuant to that plan.

COMPENSATION, TALENT AND CULTURE COMMITTEE OPERATIONS

The Compensation, Talent and Culture 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 Chair, the President and CEO, and other executive officers and approving the compensation structure for senior management, including officers. The Committee is currently 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 Compensation, Talent and Culture Committee Charter may be found on our website at www.corporate.ford.com.

The Committee makes decisions regarding the compensation of our executive officers, including the Named Executives. The Committee has delegated certain responsibilities to subcommittees consisting of one or more Board members and has assigned certain other responsibilities to committees consisting of one or more members of management to assist in approving a range of stock-based awards, within share limits prescribed by the Committee, and other compensation matters for non-executive officers. The Committee regularly reviews such delegations and assignments, and determinations made by such subcommittees and management committees.

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 in 2021 on pp. 37-38).

The Compensation, Talent and Culture Committee considers recommendations from the Executive Chair, the President and CEO, and the Chief People and Employee Experience Officer 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, Talent and Culture Committee.

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As in prior years, in 2021, 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, which 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 nine of the ten Committee meetings in 2021.

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 any other services to the Company by Semler Brossy; (ii) the amount of fees 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 Willis Towers Watson Executive Compensation Database (see Competitive Survey on pp. 51-52). Willis Towers Watson does not make recommendations to, nor does it assist, the Committee in determining compensation of executive officers. Willis Towers Watson is retained by Ford management, not the Committee.

Committee meetings typically occur prior to the meetings of the full Board of Directors. Incentive Bonus targets and awards, Performance Unit grants, Time-Based Units, stock options, if any, and cash awards typically are decided at the February or March Committee meeting (see Timing of Equity Awards on p. 54). Officer salaries are reviewed in February or March each year.

See the Compensation Discussion and Analysis on pp. 43-70 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 Leadership Level 1 officer level and above.

Our policy, approved by the Compensation, Talent and Culture Committee, to limit outside board participation by our officers, is:

▪

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

▪

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

Independence of Directors and Relevant Facts and Circumstances

64% of the Director Nominees are independent. Each of the Audit Committee, Nominating and Governance Committee, and Compensation, Talent and Culture Committee is comprised entirely of independent directors.

DIRECTOR INDEPENDENCE

A majority of the directors must be independent directors under applicable SEC and NYSE Listed Company rules. These 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 $120,000 during

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any 12-month period in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

▪

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

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

(i)

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

(ii)

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

(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: Kimberly A. Casiano, Anthony F. Earley, Jr., William W. Helman IV, William E. Kennard, John C. May, Beth E. Mooney, Lynn Vojvodich Radakovich, John L. Thornton, John B. Veihmeyer, and John S. Weinberg. Additionally, the Board determined that each of Kimberly A. Casiano, Beth E. Mooney, Lynn Vojvodich Radakovich, and John B. Veihmeyer is independent under the heightened SEC independence standards for audit committees and that each of Anthony F. Earley, Jr., John C. May, Lynn Vojvodich Radakovich, John L. Thornton, and John S. Weinberg is independent under the additional NYSE independence standards for compensation committees. The Board also determined that prior to being elected Vice Chair, Policy, of the Company on May 3, 2021, Gov. Huntsman had no material relationship with the Company, and thus was independent, and that he was independent under the heightened SEC independence standards for compensation committees. Following his election to Vice Chair, Policy, Gov. Huntsman was no longer considered independent and ceased serving on the Compensation, Talent and Culture Committee and the Nominating and Governance Committee. Additionally, the Board determined that John C. Lechleiter, who did not stand for re-election at the 2021 Annual Meeting, had no material relationship with the Company during the time of his service and, thus, was independent, and that he was independent under the heightened SEC independence standards for compensation committees. 64% of our director nominees are independent, and our Audit Committee, Compensation, Talent and Culture Committee, and Nominating and Governance Committee are fully independent.

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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 a member of such company’s board of directors or, in the case of Ms. Mooney and Messrs. May, Thornton, and Weinberg, 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 Ms. Mooney, Gov. Huntsman, and Messrs. May, Thornton, and Weinberg, these directors included Messrs. Earley, Kennard, and Veihmeyer, and Ms. Vojvodich Radakovich. The Company also made donations to certain institutions with which certain directors are affiliated. These included Messrs. Earley, Thornton, and Veihmeyer, Dr. Lechleiter, and Ms. Casiano. In addition, the Company made a charitable donation on behalf of the Board in lieu of holiday gifts. None of the relationships described above was material under the independence standards contained in our Corporate Governance Principles.

Codes of Ethics

Employees and officers of the Company must abide by a Code of Conduct. The CEO, senior financial and accounting personnel, and directors must abide by the Company’s Code 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, must be approved 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. Both the Audit Committee and the Nominating and Governance Committee review 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 at Ford Motor Company, Shareholder Relations, P.O. Box 6248, Dearborn, MI 48126.

Communications with the Board and Annual Meeting Attendance

Shareholders, customers, suppliers, and other interested parties may send communications directly to the Company’s Directors at Ford Motor Company, P.O. Box. 685, Dearborn, MI 48126-0685.

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 Lead 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 Lead 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. Communications relating to governance will be relayed to the Nominating and Governance Committee. All other communications will be referred to other areas of the Company for handling as appropriate under the facts and circumstances outlined in the communications. Responses will be sent to those that include a return address, as appropriate.

You can 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 participate in the annual meeting, unless unusual circumstances would prevent such participation. Last year, of the twelve then current members of the Board, twelve attended the virtual 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, 2021, 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 1 Lincoln Street Boston, MA 02111		316,533,765		8.06	%
The Vanguard Group and certain of its affiliates	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		298,630,831		7.61	%
BlackRock, Inc. and certain of its affiliates	BlackRock, Inc. 55 East 52nd Street New York, NY 10055		270,177,972		6.9	%

State Street Bank and Trust Company is the trustee for Ford common stock in the Ford defined contribution plans master trust, which beneficially owns 4.27% 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, 2022, the persons included in the table below beneficially owned more than 5% of the outstanding Class B Stock.

Name of Beneficial Owner	Address of Beneficial Owner	Ford Class B Stock		Percent of Outstanding Ford Class B Stock
Edsel B. Ford II*	Ford Estates, 2000 Brush, Detroit, MI 48226		4,701,667		6.64	%
Lynn F. Alandt**	Ford Estates, 2000 Brush, Detroit, MI 48226		10,595,590		14.95	%
David P. Larsen, as trustee of various trusts***	Ford Estates, 2000 Brush, Detroit, MI 48226		10,724,896		15.14	%
Voting Trust****	Ford Estates, 2000 Brush, Detroit, MI 48226		70,778,212		99.90	%

Includes shares beneficially owned in an individual capacity or a fiduciary capacity as sole trustee or as co-trustee, and indirectly by immediate family members and entities.

Includes shares beneficially owned in either an individual capacity or a fiduciary capacity as sole trustee or as a co-trustee, including in a trust that beneficially owns 5.67% of the outstanding Class B Stock, and by spouse.

***

Represents beneficial ownership of shares held in a fiduciary capacity as sole trustee or as a co-trustee, including 15,824 shares that are also beneficially owned by Henry Ford III and included in the amount shown in the following table for Henry Ford III. Mr. Larsen disclaims beneficial ownership of these shares.

****

These shares of Class B Stock 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.

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BENEFICIAL STOCK OWNERSHIP

The following tables show how much Ford stock each current director, nominee, and Named Executive beneficially owned as of February 1, 2022. No director, nominee, or executive officer, including Named Executives, beneficially owned more than 0.08% 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, 2022. Executive officers held options exercisable on or within 60 days after February 1, 2022 to buy 1,229,202 shares of Ford common stock.

Name of Beneficial Owner	Ford Common Stock 1,2	Ford Common Stock Units 3		Ford Class B Stock		Percent of Outstanding Ford Class B Stock
DIRECTOR NOMINEES
Kimberly A. Casiano	171,996		160,550		—		—
Anthony F. Earley, Jr.**	233,760		72,245		—		—
Alexandra Ford English	18,299		—		167,885		0.24	%
James D. Farley, Jr.*	2,922,866		—		—		—
Henry Ford III	10,915		—		1,671,331		—
William Clay Ford, Jr.*	2,928,551		215,611		16,787,272		23.69	%
William W. Helman IV	179,993		42,855		—		—
Jon M. Huntsman, Jr.*	267,549		—		—		—
William E. Kennard	150,459		—		—		—
John C. May	1,263		—		—		—
Beth E. Mooney	68,097		—		—		—
Lynn Vojvodich Radakovich	116,747		—		—		—
John L. Thornton	272,284		332,049		—		—
John B. Veihmeyer	136,423		—		—		—
John S. Weinberg	181,524		—		—		—

Name of Beneficial Owner	Ford Common Stock 1,2	Ford Common Stock Units 3
NAMED EXECUTIVES
John T. Lawler	725,000		66
Michael Amend	501,400		—
J. Doug Field	428,684		—
All Directors and Executive Officers as a group	25 persons beneficially owned 0.31% of Ford common stock or securities convertible into Ford common stock as of February 1, 2022

Also an executive officer.

Anthony F. Earley, Jr. is not standing for re-election at the 2022 Annual Meeting.

For executive officers, included in the amounts for “All Directors and Executive Officers as a group” are Restricted Stock Units (“RSUs”) issued under our Long-Term Incentive Plans (“LTI Plans”) as long-term incentive grants in 2021 and prior years for retention and other incentive purposes.

In addition, amounts shown include RSUs issued under the LTI Plans as follows: 387,966 units for Mr. Amend; 15,420 units for Alexandra Ford English; 816,463 units for Mr. Farley; 611,724 units for William Clay Ford, Jr.; 337,362 units for Mr. Field; 253,378 units for Gov. Huntsman; and 378,407 units for Mr. Lawler.

In addition, amounts shown include RSUs issued under the 2014 Stock Plan for Non-Employee Directors of Ford Motor Company (“2014 Plan”) as follows: 163,833 units for Ms. Casiano; 125,122 units for Mr. Earley; 14,171 units for Gov. Huntsman; 150,459 units for Mr. Kennard; 68,097 units for Ms. Mooney; 116,747 units for Ms. Vojvodich Radakovich; 136,423 units for Mr. Veihmeyer; and 175,095 units for Mr. Weinberg.

Included in the stock ownership shown in the table above: William Clay Ford, Jr., has disclaimed beneficial ownership of 1,256,520 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, including 106,116 shares of Class B Stock that are also beneficially owned by Alexandra Ford English and included in the amounts shown in the table above for each of William Clay Ford, Jr. and Alexandra Ford English. Alexandra Ford English has disclaimed beneficial ownership of 42,136 shares of Class B Stock that are held indirectly by members of her immediate family in trusts in which Ms. English has no interest. Henry Ford III has disclaimed beneficial ownership of 63,391 shares of Class B Stock that are held indirectly by members of his immediate family in trusts in which Mr. Ford III has no interest. Present directors and executive officers as a group have disclaimed beneficial ownership of a total of 1,362,047 shares of Class B Stock.

No director or executive officer had pledged shares of common stock as security or hedged their exposure to common stock.

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and persons who beneficially own more than 10% of our outstanding common stock to file reports of their stock ownership and changes in their ownership of our common stock with the SEC. 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 2021 and prior years, except that the Company inadvertently omitted the one-time Pandemic Response Awards that were granted on March 4, 2021, as disclosed in the Company’s 2021 Proxy Statement, from the Forms 4 filed on March 8, 2021 for the following individuals: Anning Chen, James D. Farley, Jr., Ashwani Kumar Galhotra, John T. Lawler, Cathy O’Callaghan, Kiersten Robinson, Stuart Rowley, Hau Thai-Tang, and William Clay Ford, Jr. Amendments to the Forms 4 reflecting such awards were subsequently filed on November 5, 2021. The Company also inadvertently omitted a one-time award that was granted on March 4, 2021 from the Form 4 filed on March 8, 2021 for Cathy O’Callaghan. A Form 4 reflecting such award was subsequently filed on March 8, 2022.

Certain Relationships and Related Party Transactions

To ensure related party transactions are beneficial to the Company, such transactions are subject to rigorous review by the Office of the General Counsel, the Nominating and Governance Committee, and outside legal counsel depending on the nature of the transaction.

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. Beginning in 2005, the Company also agreed to provide to the Lions, at no cost, eight new

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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 2021 was $150,534. William Clay Ford, Jr. and his descendants own a minority equity interest in the Lions and Mr. Ford is a director and officer of the Lions.

In 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. In 2016, the Company extended its sponsorship of the Quick Lane Bowl for another three years to cover the 2017-2019 seasons. In 2020, the Company extended its sponsorship through 2022. Due to the COVID-19 pandemic, the Quick Lane Bowl did not occur in 2020, and, in 2021, the Company extended its sponsorship of the Quick Lane Bowl through 2023 as follows: 2021: $0 (2020 payment of $715,000 applied toward 2021); 2022: $736,500; 2023: $758,600.

Paul Alandt, Lynn F. Alandt’s husband, is a minority owner of two Ford franchised dealerships and a Lincoln franchised dealership. In 2021, Ford charged the dealerships about $152.9 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $27.9 million for services in the ordinary course of business. Also in 2021, Ford Motor Credit Company LLC, a wholly owned entity of Ford, provided about $199.7 million of financing to dealerships owned by Mr. Alandt and paid about $867,287 to them in the ordinary course of business. The dealerships paid Ford Credit about $225.4 million in the ordinary course of business. Additionally, in 2021, Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $17.4 million and $118.4 million, respectively.

In March 2001, Marketing Associates, LLC (dba OneMagnify), an entity in which Henry Ford III and his family, including our former director Edsel B. Ford II, have a controlling equity 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 2021, the Company paid Marketing Associates, LLC approximately $64.2 million for marketing and related services provided in the ordinary course of business.

In April 2016, the Company approved an investment of up to $10 million in Fontinalis Capital Partners II, a venture capital fund that invests in next-generation mobility start-up entities. As of March 1, 2022, we have invested $9.9 million. Our investment has yielded several benefits, including: (i) increased early exposure to possible mobility investments; (ii) the ability to invest directly in an entity whether or not the investment fund invests in the entity; and (iii) increased exposure to venture capital mobility expertise. As of January 1, 2022, William Clay Ford, Jr. had a 7.6% interest and Lynn F. Alandt had a 4% interest in the investment fund.

During 2021, the Company employed the husband of Catherine O’Callaghan, Controller, as a Manager in our Customer Experience Team. He received 2021 compensation of approximately $420,743, consisting primarily of salary, bonus, and stock awards.

Pursuant to SEC filings, the Company was notified that as of December 31, 2021, 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 approximately 8.06% of our common stock. During 2021, the Company paid State Street Corporation and its affiliates approximately $4.6 million in the ordinary course of business.

Pursuant to SEC filings, the Company was notified that as of December 31, 2021, BlackRock, Inc., 55 East 52nd Street, New York, NY 10022, and certain of its affiliates, owned approximately 6.9% of the Company’s common stock. During 2021, the Company paid BlackRock, Inc. approximately $7.9 million in the ordinary course of business.

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The following chart shows the process for identification and disclosure of related party transactions.

[MISSING IMAGE: tm2130881d4-tbl_partytranpn.jpg]

Stakeholder Engagement

Ford has a philosophy of direct, open, transparent, and frequent engagement with our stakeholders. Throughout each year, management meets with institutional investors to discuss various matters, including long-term strategy; financial and operating performance; risk management; environmental, social, and governance practices; and executive compensation programs. We also engage with retail investors. These meetings are informative and where appropriate, we incorporate stakeholder suggestions into our policy and strategic considerations, Proxy Statement, and communications strategy. While the COVID-19 pandemic continued to prevent face-to-face meetings throughout 2021, we heavily leveraged virtual events. Highlights from 2021 include:

[MISSING IMAGE: tm2130881d3-pc_sharengapn.jpg]

▪

Met with shareholders representing 42% of our institutional equity investor base and fixed income investors holding approximately 25% of our unsecured debt outstanding, and with potential holders of our equity and debt

▪

Participated in 30 conferences and 11 virtual events

▪

Hosted our virtual Capital Markets Day in May, which attracted over 15,000 live views

▪

Held quarterly webcast earnings calls and post-earnings fireside chats

▪

Held our annual ESG non-deal roadshows

▪

Completed a broad range of phone calls, emails, and other industry events

Government Relations Activities

Ford believes that engagement with governmental officials and agencies plays a key role in shaping regulations and legislation that govern our business now and into the future. In keeping with our vision to be the world’s most trusted company, and in an effort to be transparent about the principles that govern our

participation in the political process, in 2019, we began posting disclosures concerning our political and lobbying activities on our corporate website. Our annual U.S. Political Engagement Report is available at: www.corporate.ford.com.

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We encourage you to read the report to gain an understanding of our policies and processes regarding political and lobbying activity. Our disclosures include memberships that Ford holds in certain trade associations, any Section 527 and 501(c)(4), or ballot initiative, Ford Motor Company Civic Action Fund contributions, and our governance of such contributions. The site also contains various links to our

federal disclosure reports. CPA-Zicklin, an independent index that rates corporate disclosures relative to political and lobbying activities, has rated our disclosure with an overall score of 94.1% for 2021 — placing Ford’s transparency efforts near the top of that index, and earning us a “Trendsetter” designation. We believe you will find the disclosure educational and informative.

Environmental, Social, and Governance

For Ford, the commitment to build a better world is as strong as ever. We apply our global reach and resources to have a positive impact, provide trusted mobility solutions, and drive human progress. For more than 20 years, we have detailed our performance and progress on sustainability and corporate responsibility in our annual Sustainability Report. Last year, we introduced our first Integrated Sustainability and Financial Report (http://sustainability.ford.com) to create a more complete picture of our progress for investors and shareholders. Some highlights in our 2022 Integrated Sustainability and Financial Report are:

				Extended our Diversity, Equity, and Inclusion (“DEI”) Audit to seven major markets and embedded DEI into our corporate strategy and governance
				Announced our commitment to having 50% Ford global EV product mix by 2030
				Signed the RouteZero initiative, pledging to work toward 100% zero-emission cars and vans globally by 2040
				Released our Sustainable Financing Framework and launched our inaugural Green Bond offering to fund clean transportation projects
				Achieved CDP’s highest “A” rating for climate change for the third year in a row and water security for the seventh year in a row
				Tied our corporate and supplemental credit facilities to sustainability-linked performance metrics, further aligning Ford’s financing actions with its commitment to operate a safe, sustainable, and successful business

				Launched a pilot project in the Democratic Republic of Congo to help women build businesses in the cobalt and copper supply chains, while addressing the root causes of poverty and child labor
				Recognized for our gender diversity through inclusion in the Bloomberg Gender Equality Index for the fourth consecutive year
				Signed the UN’s Pledge for Elimination of Child Labor and issued industry first Human Rights Report
				Integrated sustainability into our sourcing decisions by requiring universal supplier compliance with our Supplier Code of Conduct and Responsible Materials Sourcing Policy
				Recognized by CDP as a Supplier Engagement Leader for the second year in a row due to our efforts to measure and reduce climate risk within our supply chain
				Raised planned global investment in EVs, including battery production, to $50 billion from 2022 through 2026

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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 background 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 Chair 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.

Fourteen directors will stand for election at this year’s annual meeting. If elected, each director will serve until the next annual meeting or until he or she is succeeded by another qualified director who has been elected. Anthony F. Earley, Jr., having reached our mandatory retirement age of 72, will not stand for re-election at the 2022 Annual Meeting.

Our newest director is John C. May. Mr. May was identified and proposed to the Nominating and Governance Committee by the Chair of the Audit Committee. Mr. May serves as chairman and CEO of Deere & Company. Upon recommendation of the Nominating and Governance Committee, the Board elected Mr. May on December 8, 2021, with his election effective on December 9, 2021.

The Ford family’s nearly 119 years of active involvement with and stewardship of the Company is continued on our Board through Executive Chair William Clay Ford, Jr., his daughter Alexandra Ford English, and her second cousin Henry Ford III.

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 shareholders. Directors must also have practical wisdom and mature judgment. Directors must be objective and inquisitive. Ford recognizes the value of diversity of skills, experience, and demographic background. We endeavor to have a well-rounded Board with experience in areas that are relevant to the Company’s overall business, long-term strategy, risks, and global activities, including business, international operations, finance, manufacturing and product development, marketing and sales, government, technology, risk management, and sustainability. 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 12 times during 2021. Each of the incumbent nominees for director attended at least 75% of the combined Board and committee meetings held during the periods served by such nominee in 2021. The nominees provided the following information about themselves as of the latest practical date. For each director nominee, we have disclosed the particular experience, qualifications, attributes, or skills that led the Board to conclude that the nominee supports the Company’s strategy and thus, should serve as a director. The matrix below sets forth how each nominee’s unique qualifications and demographic background contribute to creating a well-rounded and effective Board.

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Director Skills and Diversity Matrix

Qualifications and Expertise		Relevance to Ford
	Manufacturing	Relevant experience in the manufacturing industry provides valuable insight into our global manufacturing operations.
	Current or Former CEO	The significant leadership experience that comes from a CEO role can provide insight on business operations, driving growth and shareholder value, and strengthening corporate culture.
	Marketing	Effective marketing and communications are critical to building customer loyalty, deepening customer engagement, and expanding market share.
	International	With operations in several countries, international experience helps us better understand opportunities and challenges across global markets.
	Government	Experience in government and public policy is critical to our business, which operates in a highly regulated industry.
	Finance	Our business involves complex financial transactions and reporting requirements.
	Technology	Advanced technologies will be critical to delivering superior products and services to our customers.
	Risk Management	The Board plays an important role in risk oversight.
	Diversity	Diversity of skills, experience, race and ethnicity, and gender strengthens our competitive advantage and reflects the customers we serve.
	Sustainability	Experience with environmental/climate change, talent and culture, and social responsibility initiatives enables us to address key shareholder concerns regarding sustainability and corporate responsibility.

Qualifications
and Expertise

CASIANO

ENGLISH

FARLEY

FORD, H.

FORD, W.

HELMAN

HUNTSMAN

KENNARD

MAY

MOONEY

VOJVODICH
RADAKOVICH

THORNTON

VEIHMEYER

WEINBERG

Manufacturing

■

Current or Former CEO

■

Marketing

■

International

■

Government

■

Finance

■

Technology

■

Risk Management

■

Sustainability

■

Racial/Ethnic Diversity

Black / African American

■

Hispanic

■

White

■

Gender Diversity

Female

■

Male

■

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Director Nominees

	Kimberly A. Casiano
				▪ Age: 64 ▪ Independent Director Since: 2003 Committees: Audit; Nominating and Governance; Sustainability, Innovation and Policy
	Experience: Ms. Casiano has been the President of Kimberly Casiano & Associates since 2010. Her firm provides advisory services in marketing, recruiting, communications, advocacy, and diversity. From 1994 through 2009, Ms. Casiano served as President and Chief Operating Officer of Casiano Communications, Inc., a U.S. Hispanic media and direct marketing company. She joined the company in 1987 and held various management positions. Prior to that, Ms. Casiano was a consultant in the Caribbean and Latin America for the U.S. Agency for International Development (A.I.D.) of the U.S. Department of State, focusing on economic development, trade, and investment promotion programs. Ms. Casiano is a member of the founding Board of Directors of the Latino Corporate Directors Association, the global Alumni Board of Harvard Business School, and the Board of Advisors of Moffitt Cancer Center in Tampa.
	Reasons for Nomination: Ms. Casiano has extensive domestic and international experience in marketing, sales, media, advertising, CRM, and direct marketing, particularly in U.S. Hispanic and Latin American markets. Ford benefits from Ms. Casiano’s global business and executive experience cultivated through years spent managing her own company. Ms. Casiano consistently provides Ford with valuable insight for our “where to play and how to win” analyses, enterprise risk management systems, and Environmental, Social & Governance (ESG) strategy.
	Current Public Company Directorships: Mutual of America
	Public Company Directorships Within the Past Five Years: Mead Johnson Nutrition Company

	Alexandra Ford English
				▪ Age: 34 ▪ Director Since: 2021 Committees: Sustainability, Innovation and Policy; Finance
	Experience: Alexandra Ford English is Director of Global Brand Merchandising at Ford Motor Company, responsible for driving a growth strategy that leverages Ford’s storied brand, iconic vehicles, and motor sports success to create an expanded collection of lifestyle merchandise. Previously, Ms. English was Director of Corporate Strategy, responsible for the Company’s enterprise strategy, capital allocation strategic process, and connectivity, tech stack, and software strategies. Before joining the strategy team, Ms. English was the Director of Markets and Operations for Ford’s AV LLC, which is charged with developing and bringing to market driverless transportation services. Ms. English joined Ford’s autonomous vehicle team in 2017 and then became a founding member of the AV LLC when it was formed in July 2018. Ms. English brought her expertise in operating businesses to the autonomous vehicle team and was responsible for the successful deployment and operations of Ford’s autonomous vehicle business in Miami, Austin, and Washington, D.C. Previously, Ms. English was part of Ford Smart Mobility’s City Solutions team, responsible for working with cities to understand how mobility services could be successfully developed and deployed. Prior to joining Ford Motor Company, Ms. English ran merchandising divisions at Tory Burch in New York City and at Gap, Inc. in San Francisco. Ms. English previously served on the board of Rivian. She earned a bachelor’s degree from Stanford University and an MBA from Harvard Business School.
	Reasons for Nomination: Ms. English’s merchandising and retailing experience enables her to provide valuable insights into successful brand management and building trusted relationships with our customers. Ms. English’s experience and leadership in corporate strategy also provide an important perspective to the Board during this period of transformation in the industry. Also, Ms. English’s knowledge of autonomous vehicle operations will allow her to offer valuable advice as the Company expands its mobility business. Additionally, Ford family members have a special interest in the continuing success of the Company and have always played an important role in the business. Ms. English’s participation on the Board ensures that tradition of family stewardship continues.

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	James D. Farley, Jr.
				▪ Age: 59 ▪ Director Since: 2020 ▪ Committees: N/A
	Experience: Mr. Farley was elected President and Chief Executive Officer of Ford Motor Company effective October 1, 2020, and in March 2022 took on the additional role of President, Ford Model e. Mr. Farley previously served as Chief Operating Officer, overseeing all of Ford’s global markets and automotive operations including Product Development, Purchasing, Enterprise Product Line Management, Manufacturing & Labor Affairs, Marketing, Sales & Service, and Quality & New Model Launch. He also oversaw Mobility Partnerships and Ford Autonomous Vehicles LLC.
	Mr. Farley has also served as President of New Businesses, Technology and Strategy, leading Ford’s strategic transformation into a higher growth, higher margin business by leveraging smart, connected vehicles and breakthrough customer experiences. As Ford’s Executive Vice President and President of Global Markets, Mr. Farley was responsible for overseeing Ford’s business units around the world, the Lincoln Motor Company, Global Marketing & Sales, and the strategy and business model development for electrified vehicles. From 2015 to 2017, Mr. Farley served as Executive Vice President and President, Ford Europe, Middle East and Africa. Mr. Farley has also served as Executive Vice President of Global Marketing, Sales & Service, and Group Vice President, Global Marketing and Canada, Mexico and South America. Before joining Ford in November 2007, Mr. Farley held various leadership positions at Toyota over a 17-year career. Mr. Farley also serves on the board of directors of the U.S. China Business Council, is a member of the Business Roundtable and the Michigan Executive Climate Advisory Group, and is a co-chair of the Coalition for Reimagined Mobility.
	Reasons for Nomination: As CEO, Mr. Farley is focused on delivering value for customers by executing the Ford+ plan for growth, offering world-class electric and connected vehicles and strengthening customer relationships. Ford benefits from his broad experience across the business and deep knowledge of the auto industry. His successes in other areas of the business exhibit his ability to lead the Company and refocus on key growth areas like autonomous and electric technologies, as well as commercial vehicles.
	Current Public Company Directorships: Harley-Davidson, Inc.

	Henry Ford III
				▪ Age: 41 ▪ Director Since: 2021 Committees: Sustainability, Innovation and Policy; Finance
	Experience: Mr. Ford previously served as a Director of Investor Relations at Ford, responsible for developing and executing a global investor relations strategy. Prior to his Investor Relations role, Mr. Ford served as Associate Director of Ford’s Corporate Strategy skill team where he focused on the development of strategic framework deliverables and vehicle portfolio strategies. Prior to that, Mr. Ford was the Global Marketing Manager for Ford Performance where he launched the marketing and sales strategy for the Ford GT. Since joining the Company in 2006, Mr. Ford has held positions of increasing responsibility in labor relations, purchasing, marketing and sales, and corporate strategy. Mr. Ford serves on the advisory boards of Henry Ford College, Bridging Communities, Operation Hope, and Southwest Solutions. He serves on the Board of Trustees of The Henry Ford, Ford Foundation, Neighborhood Villages, and Ford Piquette Avenue Plant. Mr. Ford earned a bachelor’s degree from Dartmouth College and an MBA from Massachusetts Institute of Technology, Sloan School of Management.
	Reasons for Nomination: Mr. Ford’s cross functional experience in labor relations, purchasing, marketing and sales, corporate strategy, and investor relations spanning his 15-year career with Ford provides him with a unique perspective and understanding of Company operations and customer viewpoints. The Board also benefits from Mr. Ford’s prior leadership experience on the Ford Investor Relations skill team as the Company continues its focus on value creation. Additionally, Ford family members have a special interest in the continuing success of the Company and have always played an important role in the business. Mr. Ford’s participation on the Board ensures that tradition of family stewardship continues.

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	William Clay Ford, Jr.
				▪ Age: 64 ▪ Director Since: 1988 Committees: Finance (Chair); Sustainability, Innovation and Policy
	Experience: Mr. Ford has held a number of management positions within Ford, including Vice President — Commercial Truck Vehicle Center. Mr. Ford was Chair of the Finance Committee from 1995 until October 2001 and was elected Chair of the Board of Directors in January 1999. He served as Chief Executive Officer of the Company from October 2001 until September 2006 when he became Executive Chair. Mr. Ford is also Vice Chairman of the Detroit Lions, Inc., former Chairman of the Detroit Economic Club, and trustee of the Henry Ford Museum. He also is a member of the board of Business Leaders for Michigan.
	Reasons for Nomination: Mr. Ford has served in a variety of key roles at Ford and understands the Company and its various stakeholders. His long-term perspective and lifelong commitment to the Company adds significant value to the Company’s stakeholder relationships. Mr. Ford, an early and influential advocate for sustainability at the Company, has long been recognized as a leader in advancing mobility, connectivity, and electrification in the automobile industry, which adds significant value to Board deliberations.

	William W. Helman IV
				▪ Age: 63 ▪ Independent Director Since: 2011 Committees: Finance; Nominating and Governance; Sustainability, Innovation and Policy (Chair)
	Experience: Mr. Helman is a General Partner at Greylock Partners, a venture capital investment firm focused on early stage investments in technology, enterprise software, and consumer internet. He joined Greylock in 1984 and served as Managing Partner from 1999 to 2013. Mr. Helman is on the Board of Trustees of Vornado Realty Trust.
	Reasons for Nomination: Mr. Helman’s experience with technology investments and social media marketing provides a unique and valued perspective as these issues are becoming increasingly important as the auto industry adopts new technologies, develops innovative solutions to personal mobility challenges, and adapts to new social media techniques. Mr. Helman’s expertise in investing in new innovations offers the Board valuable insight as Ford continues to invest in connectivity and mobility technologies in order to deliver innovative products our customers want and value.
	Current Public Company Directorships: Vornado Realty Trust

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	Jon M. Huntsman, Jr.
				▪ Age: 62 ▪ Director Since: 2020 (also served 2012-2017) Committees: Sustainability, Innovation and Policy
	Experience: Governor Huntsman currently serves as Ford’s Vice Chair, Policy, advising the Company’s President and CEO and Executive Chair on strategic policy choices during a period of profound industry change. Governor Huntsman served as the U.S. Ambassador to Russia from 2017 through 2019. He served as the Chairman of the Atlantic Council of the United States from 2014 until 2017 and Chairman of the Huntsman Cancer Foundation from 2012 until 2017. He has previously served as U.S. Ambassador to China and as Deputy U.S. Trade Representative. Governor Huntsman was twice elected Governor of Utah and served from 2005 to 2009. He began his public service career as a White House staff assistant to President Ronald Reagan and has since served appointments as Deputy Assistant Secretary of Commerce for Asia and U.S. Ambassador to Singapore. Governor Huntsman serves on the defense department’s policy advisory board, on the Nuclear Threat Initiative’s board of directors, as a trustee of the national committee on U.S.-China relations, and on the board of the Huntsman Foundation.
	Reasons for Nomination: Governor Huntsman’s extensive global policy experience brings a well-informed and international perspective to Board deliberations. Governor Huntsman’s expertise is valuable as the Company plans to significantly increase its presence in Asia. In addition, Governor Huntsman’s extensive experience in government service provides the Board with important insight on government relations at the state, federal, and international levels.
	Current Public Company Directorships: Chevron Corporation
	Public Company Directorships Within the Past Five Years: Caterpillar, Inc., Hilton Worldwide Inc.

	William E. Kennard
				▪ Age: 65 ▪ Independent Director Since: 2015 Committees: Finance; Nominating and Governance (Chair); Sustainability, Innovation and Policy
	Experience: Mr. Kennard is a co-founding partner of Astra Capital Management, a private equity firm. Mr. Kennard served as chairman of the U.S. Federal Communications Commission (FCC) from 1997 to 2001 and 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 a managing director of The Carlyle Group from 2001 to 2009 where he led investments in the telecommunications and media sectors. He also serves as a trustee of Yale University.
	Reasons for Nomination: Mr. Kennard has extensive experience in the public policy, law, telecommunications, and private equity fields. In particular, he has shaped policy and pioneered initiatives to help technology benefit consumers worldwide. Mr. Kennard is regarded as a champion for consumers in the digital age, and we believe his expertise, unique perspective, risk management skills, and first-hand knowledge of the technological regulatory landscape help guide our strategy as we accelerate our innovative work in the areas of in-car connectivity and mobility solutions in a smart world.
	Current Public Company Directorships: AT&T Inc. and MetLife, Inc.
	Public Company Directorships Within the Past Five Years: Duke Energy Corporation

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	John C. May
				▪ Age: 53 ▪ Independent Director Since: 2021 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance
	Experience: John C. May has been Chief Executive Officer of Deere & Company (“Deere”) since November 2019 and Chairman of Deere’s Board of Directors since May 2020. Mr. May is responsible for leading efforts to maximize financial and operational performance and ensure that Deere’s global customer base is provided with advanced products and services. Mr. May joined Deere in 1997 as Director, Business Planning and Development after five years as a management consultant at KPMG Peat Marwick. Prior to being appointed Chief Executive Officer of Deere in 2019, Mr. May served as an officer of Deere as Vice President, Agriculture & Turf Global Platform, Turf & Utility (2009-2012), President, Agricultural Solutions & Chief Information Officer (2012-2018), President, Worldwide Agriculture & Turf Division, Global Harvesting and Turf Platforms, Ag Solutions (Americas and Australia (2018-2019)). Earlier roles included Managing Director of Deere’s China operations during a period of significant growth (2004-2007) and Director, Vehicles Marketing (2003-2004).
	Reasons for Nomination: Mr. May’s leadership experience revolutionizing the agriculture and construction industries through the rapid introduction of connectivity and advanced technology is invaluable to the Board during this transformational time in the Company and the industry. Mr. May’s breadth of management experience and expertise in the areas of global operations, information technology, and manufacturing provide Ford with valuable insight into these key areas.
	Current Public Company Directorships: Deere & Company

	Beth E. Mooney
				▪ Age: 67 ▪ Independent Director Since: 2019 Committees: Audit; Nominating and Governance
	Experience: Ms. Mooney served as Chairman and Chief Executive Officer of KeyCorp from May 2011 until May 2020. She joined the company in April 2006 as Vice Chair of Key Community Bank, and in 2010 was elected to KeyCorp’s board of directors. Previously, Ms. Mooney was Senior Executive Vice President and Chief Financial Officer at Alabama-based AmSouth Bancorporation (now Regions Financial Corp.) and held senior positions at Bank One Corp., Citicorp Real Estate, Inc., Hall Financial Group, and Republic Bank of Texas/First Republic. Ms. Mooney is a member of the Board of Trustees of the Brookings Institute and The Conference Board, and a member of the Business Council. In addition, Ms. Mooney is the Chair of the Board of Directors of The Cleveland Clinic and a Trustee of the Board of the Musical Arts Association (The Cleveland Orchestra). She is Past Chair of the Greater Cleveland Partnership, one of the largest Chambers of Commerce in the nation.
	Reasons for Nomination: Ms. Mooney has a wealth of experience and deep understanding of the financial industry. Her extensive banking and business experience bring a unique perspective that will enhance the Board during this transformational time in the Company and the industry. Additionally, Ms. Mooney’s extensive experience in risk management and executive matters will provide Ford with valuable insight into these key areas.
	Current Public Company Directorships: Accenture plc and AT&T Inc.
	Public Company Directorships Within the Past 5 Years: KeyCorp

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	Lynn Vojvodich Radakovich
				▪ Age: 54 ▪ Independent Director Since: 2017 Committees: Compensation, Talent and Culture; Nominating and Governance; Sustainability, Innovation and Policy
	Experience: Ms. Vojvodich Radakovich is an advisor to start-up and growth-stage technology companies. Previously, Ms. Vojvodich Radakovich was Executive Vice President and Chief Marketing Officer of salesforce.com, Inc. (“Salesforce”) from September 2013 until February 2017. In this role, she led Salesforce’s branding and positioning, public relations, digital marketing, content marketing, marketing campaigns, and strategic events. Before joining Salesforce, Ms. Vojvodich Radakovich held marketing leadership roles at Microsoft and BEA Systems, and served as a partner with venture capital firm Andreessen Horowitz. She was the founder of Take3, a marketing strategy firm, and is a member of the Board of Figma, a collaborative design platform that helps teams around the world create software.
	Reasons for Nomination: Ms. Vojvodich Radakovich has a wealth of expertise in marketing technology and innovation, market analysis, and the software industry. As Ford continues to transform itself into the world’s most trusted company, Ms. Vojvodich Radakovich provides valuable guidance regarding how the Company should market and position itself in its automotive and mobility businesses, including the use of digital strategies. Ms. Vojvodich Radakovich’s experience advising start-up and growth-stage technology businesses lends itself to the Company as it continues culture-shaping initiatives to attract talent and deliver a broader suite of mobility products and services.
	Current Public Company Directorships: Booking Holdings Inc. and Dell Technologies

	John L. Thornton
				▪ Age: 68 ▪ Independent Director Since: 1996 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance
	Experience: Mr. Thornton has served as Executive Chairman of Barrick Gold Corporation since April 2014. He also serves as Non-Executive Chairman of PineBridge Investments, a global asset manager. Mr. Thornton serves on the Board of SparkCognition, a leading industrial artificial intelligence company. He is a Professor, Director of the Global Leadership Program, and a Member of the Advisory Board of the Tsinghua University School of Economics and Management in Beijing. He is also Chairman Emeritus of the Brookings Institution in Washington, D.C. Mr. Thornton retired as President and Director of The Goldman Sachs Group, Inc. in 2003. Mr. Thornton also previously served as Chairman of Goldman Sachs Asia and as Co-Chief Executive of Goldman Sachs International, overseeing the firm’s business in Europe, the Middle East, and Africa. Mr. Thornton is Co-Chair of the Asia Society, and is also a trustee, advisory board member, or member of, the China Investment Corporation (CIC), King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership Academy. He is also Vice Chairman of the Morehouse College Board of Trustees.
	Reasons for Nomination: Mr. Thornton has extensive international business and financial experience. Mr. Thornton brings valuable insight into emerging markets gained through his oversight of the presence of Goldman Sachs International on multiple continents. Mr. Thornton’s extensive experience in finance and business matters, both domestically and internationally, is critical to achieving our fitness goals of financing our long-term strategic plan, improving our balance sheet, and creating profitable growth. Mr. Thornton’s unique knowledge brings to the Board valuable insight in international business, especially in China, which has become one of the world’s most important automotive growth markets.
	Current Public Company Directorships: Barrick Gold Corporation and AltC Acquisition Corp.

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	John B. Veihmeyer
				▪ Age: 66 ▪ Independent Director Since: 2017 Committees: Audit (Chair); Nominating and Governance
	Experience: Mr. Veihmeyer served as Chairman of KPMG International from 2014 until his retirement after 40 years with KPMG in September 2017. Before becoming global chairman, Mr. Veihmeyer held numerous leadership roles at KPMG, including U.S. Chairman and Chief Executive Officer from 2010 to 2015, U.S. Deputy Chairman, managing partner of KPMG’s Washington, D.C. operations, and global head of Risk Management and Regulatory. Mr. Veihmeyer currently serves as a member of the executive committee of the Board of Trustees of the University of Notre Dame and as a director of the Ladies Professional Golf Association and Catholic Charities of Washington, D.C. Mr. Veihmeyer previously served as a Trustee of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board.
	Reasons for Nomination: Mr. Veihmeyer has extensive experience in the accounting profession, both in the United States and internationally, as well as executive leadership experience as Chairman and Chief Executive Officer of KPMG. His experience leading KPMG, which has member firms in over 150 countries, has provided Mr. Veihmeyer with significant exposure to business operations in every region of the world. Mr. Veihmeyer also previously served on the board of Catalyst, Inc. and has been recognized for his leadership in diversity and inclusion. Mr. Veihmeyer’s financial expertise, executive leadership experience, risk management skills, and international exposure bring value to the Company’s Board at an unprecedented time of disruption in the automotive industry and in an increasingly complex regulatory environment.
	Current Public Company Directorships: Zanite Acquisition Corp.

	John S. Weinberg
				▪ Age: 65 ▪ Independent Director Since: 2016 Committees: Compensation, Talent and Culture; Finance; Nominating and Governance; Sustainability, Innovation and Policy
	Experience: Mr. Weinberg is Evercore Inc.’s Chief Executive Officer and Chairman of the Board, a position he has held since February 2022. Mr. Weinberg had been serving as Evercore, Inc.’s Co-Chief Executive Officer and Co-Chairman of the Board of Directors since July 2020. He served as Chairman of the Board of Directors and Executive Chairman of Evercore Inc. beginning in November 2016. Previously, Mr. Weinberg served as Vice Chairman of the Goldman Sachs Group from June 2006 until October 2015. His career at Goldman Sachs spanned more than three decades, with the majority of his time spent in the investment banking division. Mr. Weinberg currently serves as a board member of New York-Presbyterian Hospital, the Cystic Fibrosis Foundation, and Middlebury College.
	Reasons for Nomination: Mr. Weinberg has extensive experience in finance, banking, and capital markets, as well as a deep understanding of Ford, its history, and the needs of its business. During his time with Goldman Sachs, Mr. Weinberg served as a trusted advisor to Ford and other individual clients. As Ford transforms itself into the world’s most trusted company, making smart vehicles for a smart world, Mr. Weinberg’s financial and risk management expertise will aid the Company in addressing its cost structure, allocating capital, and financing its business plan.
	Current Public Company Directorships: Evercore Inc.

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Director Compensation in 2021

(a)	(b)		(c)										(d)		(e)
Name	Fees Earned or Paid in Cash 1 ($)		Stock Awards 2 ($)		Employment and Consulting Compensation 3 ($)		Perquisites/ Evaluation Vehicles 4 ($)		Tax Reimbursement ($)		Life Insurance Premiums 5 ($)		All Other Compensation ($)		Total ($)
Kimberly A. Casiano		100,000		214,990		—		32,756		17,235		254		50,245		365,236
Anthony F. Earley, Jr.		175,000		214,990		—		13,972		10,668		254		24,894		414,884
Alexandra Ford English		—		—		565,724		3,235		2,741		—		571,701		571,701
Edsel B. Ford II		41,667		89,578		650,000		16,588		13,318		317		680,224		811,469
Henry Ford III		50,000		107,497		152,747		15,954		5,076		127		173,904		331,401
William W. Helman IV		120,000		214,990		—		715		—		—		715		335,705
Jon M. Huntsman, Jr.		41,667		89,578		3,756,556		15,235		6,626		106		3,778,523		3,909,768
William E. Kennard		120,000		214,990		—		42,897		15,934		254		59,085		394,075
John C. Lechleiter		41,667		89,578		—		10,493		11,979		106		22,578		153,822
John C. May		8,333		17,904		—		—		—		21		21		26,258
Beth E. Mooney		100,000		214,990		—		22,104		14,186		64		36,354		351,344
Lynn Vojvodich Radakovich		100,000		214,990		—		49,066		22,595		254		71,916		386,906
John L. Thornton		100,000		214,990		—		12,474		11,646		254		24,375		339,365
John B. Veihmeyer		130,000		214,990		—		39,848		21,505		254		61,607		406,597
John S. Weinberg		100,000		214,990		—		17,783		16,533		64		34,380		349,371

Fees. Effective as of January 1, 2017, the Board of Directors agreed that the following compensation will be paid to non-employee directors of the Company:

Annual Board membership fee	$315,000
Annual Lead Independent Director fee		$	50,000
Annual Audit Committee chair fee		$	30,000
Annual Compensation, Talent and Culture Committee chair fee		$	25,000
Annual other Committee chair fees		$	20,000

Directors who are also Company employees are not separately compensated for their service on the Board. Accordingly:

▪

The fees paid to Jon M. Huntsman, Jr. were pro-rated for the time he served as a non-employee director in 2021 (January-April) prior to his becoming Vice Chair, Policy of the Company in May 2021;

▪

The fees paid to Henry Ford III were pro-rated for the time he served as a non-employee director in 2021 (July-December), as he was a Company employee prior to such time; and

▪

Alexandra Ford English did not receive any fees for her service as a director in 2021 as she was a Company employee for the entirety of 2021.

The fees paid to Edsel B. Ford II and John C. Lechleiter were pro-rated for their time of service as directors in 2021 (through the 2021 Annual Meeting), and the fees paid to John C. May were pro-rated for his time of service as a director in 2021 (December 9-December 31).

As discussed in footnote 2 below, approximately 68% (“mandatory portion”) of the Annual Board membership fee is paid in RSUs, and in addition, certain directors choose to receive all or a portion of their fees in RSUs pursuant to the 2014 Plan in addition to the mandatory portion. Pursuant to SEC rules, the dollar value of any fees any director elected to receive in RSUs in excess of the fees mandatorily paid in RSUs pursuant to that plan is shown in the “Fees Earned or Paid in Cash” column.

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 the mandatory portion of the Annual Board membership fee is paid in 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. The RSUs vest immediately upon grant. 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 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 approximately 68% 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 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 directors whose RSUs have settled into shares of common stock, they are required to reinvest dividends on such shares into additional shares of common stock until separation from the Board.

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The amount shown for Alexandra Ford English consists primarily of $212,361 in salary, $141,075 in bonus for 2021 performance, and $205,400 in stock awards granted in connection with Alexandra Ford English’s roles as a Director of Corporate Strategy (until October 1, 2021) and Director, Global Brand Merchandising with the Company (beginning October 1, 2021).

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 Henry Ford III consists primarily of $102,589 in salary and $49,980 in stock awards granted in connection with Henry Ford III’s role as a Director of Investor Relations with the Company until June 30, 2021. The stock awards were forfeited upon Mr. Ford’s departure from his position as Director of Investor Relations with the Company. Henry Ford III continues to serve as a director on the Board.

The amount shown for Jon M. Huntsman, Jr. consists primarily of $666,667 in salary and $3,000,000 in stock awards granted in connection with Jon M. Huntsman, Jr.’s role as Vice Chair, Policy, of the Company beginning May 3, 2021. The key terms of Jon M. Huntsman Jr.’s compensation were approved by the Compensation, Talent and Culture Committee and are set forth in his employment agreement (see Exhibit 10-L to Ford’s Annual Report on Form 10-K for the year ended December 31, 2021).

Perquisites and Evaluation Vehicle Program. All amounts shown in this column reflect: (i) the cost of evaluation vehicles provided to non-executive Directors; (ii) the cost of a charitable gift made by the Company on behalf of the Board divided equally among those directors who were members of the Board on December 31, 2021, and (iii) the cost of healthcare insurance premiums for the seven directors that have elected Company-provided healthcare insurance that is identical to healthcare insurance provided to employees, except that directors do not pay any portion of the premium. 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-executive 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.

Life Insurance. The amounts shown in this column reflect life insurance premiums paid by the Company for each non-employee director. 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 lower 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 amounts shown for Jon M. Huntsman, Jr. and Henry Ford III are pro-rated for their respective times in service as non-employee directors in 2021.

Your Board’s recommendation: FOR Proposal 1

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Proposal 2. Ratification of Independent
Registered Public Accounting Firm

The Audit Committee of the Board of Directors selects and hires the independent registered public accounting firm. You must ratify the Audit Committee’s selection for 2022.

The Audit Committee selected PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) to perform an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board for 2022. PricewaterhouseCoopers is well qualified and has served as our independent registered public accounting firm since 1946. Representatives of PricewaterhouseCoopers will be present at the meeting with the opportunity to make a statement and answer appropriate questions.

Amounts paid by the Company to PricewaterhouseCoopers for audit and non-audit services rendered in 2021 and 2020 are disclosed in the table below.

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 perform an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board for 2022 is ratified.”

Your Board’s recommendation: FOR Proposal 2

Fees Paid to Independent Registered Public Accounting Firm

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. The Audit Committee approved of all of the fees listed in the table below.

Fees Paid to PricewaterhouseCoopers	Year ended December 31, 2020 ($) (000)		Year ended December 31, 2021 ($) (000)
Audit Fees 1		37,400		37,100
Audit-Related Fees 2		4,000		4,400
Tax Fees 3		3,400		3,500
All Other Fees 4		0		300
TOTAL FEES		44,800		45,300

Consists 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 certain statutory audit reports, and providing comfort letters in connection with Ford Motor Company and Ford Motor Credit Company funding transactions.

Consists of 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.

Consists of 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, we paid 40% and 38% for tax compliance related services in 2021 and 2020, respectively.

Consists of support in business and regulatory reviews and research analysis regarding new markets and strategies, advisory services related to insurance claims, and assessment of the Company’s cybersecurity programs, policies, procedures, practices, and overall strategy.

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Audit Committee Report

The Audit Committee is responsible for selecting, subject to shareholder approval, an independent registered public accounting firm to perform the Company's audits.

The Audit Committee is currently composed of three 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 has served as the Company’s independent registered public accounting firm since 1946.

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, 2021. 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, as well as by SEC regulations. In conjunction with the mandated rotation of PricewaterhouseCoopers’s lead engagement partner, the Audit Committee and its chairperson are also directly involved in the selection of PricewaterhouseCoopers’s new lead engagement partner.

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. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm.

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, 2021, 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.

	Audit Committee
	John B. Veihmeyer (Chair)			Beth E. Mooney
	Kimberly A. Casiano

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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 Section 14A of the Securities Exchange Act of 1934, as amended. At the 2017 Annual Meeting, our shareholders approved our proposal to provide you with this opportunity on an annual basis.

As described in detail in the “Compensation Discussion and Analysis,” our compensation programs are designed to focus our executives on enhancing the long-term value of the enterprise for the benefit of our stakeholders without encouraging excessive risk or unnecessary risk-taking behavior. We urge you to read the Compensation Discussion and Analysis on pp. 43-70 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, Talent and Culture Committee (the “CTC 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 2022 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

Proposal 3

2022 Proxy Statement

	COMPENSATION DISCUSSION AND ANALYSIS (CD&A)					43
	COMPENSATION COMMITTEE REPORT					71
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					71
	COMPENSATION OF NAMED EXECUTIVES					72
	Summary Compensation Table					72
	Grants of Plan-Based Awards in 2021					75
	Outstanding Equity Awards at 2021 Fiscal Year-End					76
	Option Exercises and Stock Vested in 2021					77
	Pension Benefits in 2021					77
	Nonqualified Deferred Compensation in 2021					79
	Potential Payments Upon Termination or Change-in-Control					80
	Equity Compensation Plan Information					84
	Pay Ratio					85
	Proposal 4. Approval of the Tax Benefit Preservation Plan					87
	Shareholder Proposal					90
	Proposal 5. Shareholder Proposal					90
	Other Items					94
	Questions and Answers About the Proxy Materials					95
	Instructions for the Virtual Annual Meeting					98
	Appendix I. Tax Benefit Preservation Plan					I-1
	Appendix II. Cautionary Note on Forward Looking Statements					II-1

Person	Number of Shares
James D. Farley, Jr.		839,230
John T. Lawler		72,632
William Clay Ford, Jr.		—
Michael Amend		—
J. Doug Field		—
Alexandra Ford English		—
Jon M. Huntsman, Jr.		—

	Executive Summary					43
	Summary of 2021 Executive Compensation					45
	1 Performance					46
	2 Compensation Determination					48
	Compensation, Talent And Culture Committee					48
	Compensation Philosophy and Strategy					48
	Guiding Principles					49
	Elements of Executive Compensation					50
	Management Recommendations.					50
	Performance-Based Incentive Plans					50
	Competitive Survey					51
	Internal Pay Equity					53
	Tax Considerations					53
	3 Risk and Governance					53
	Annual Compensation Risk Assessment					54

	Timing of Equity Awards					54
	Compensation Planning Cycle					55
	Stock Ownership Goals					55
	4 Named Executive Compensation					56
	2021 Named Executives					56
	2021 Compensation Highlights					56
	2021 Employment Agreements					57
	Executive Officer Target Opportunity Mix					59
	Base Salary					59
	Annual Cash Incentive Awards					60
	Long-Term Incentive Awards					63
	2019 Performance Unit Results					66
	Benefits and Perquisites