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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay versus Performance Table

(a)

(b)

(b)

(c)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Average

Value of Initial Fixed

Summary

$100 Investment

Summary

Summary

 

Compensation

 

Average

 

Based On:

 

Compensation

Compensation

Table Total for

CAP to

Peer Group

Company

Table

Table

CAP

CAP

Non-PEO

Non-PEO

Total

Total

Adjusted

Total for PEO

Total for PEO

to PEO

to PEO

Named

Named

Shareholder

Shareholder

Net

Free

  

(James D. Farley, Jr.)

  

(James P. Hackett)

  

(James D. Farley, Jr.) 4

  

(James P. Hackett) 4

  

Executives 1

  

Executives 1,4

  

Return

  

Return 2

  

Income

  

Cash Flow 3

Year

($)

($)

($)

($)

($)

($)

($)

($)

(in $M)

(in $M)

2022

20,996,146

(14,879,370)

12,379,576

(3,677,839)

132

128

(1,981)

 

9,081

2021

 

22,813,174

73,772,804

 

 

12,930,062

30,831,937

 

228

 

188

 

17,937

 

4,590

2020

 

11,802,054

16,728,505

8,310,761

 

9,825,786

 

9,684,547

3,384,069

 

96

 

151

 

(1,279)

 

1,273

1

The Non-PEO Named Executives for 2020 were John T. Lawler, William Clay Ford, Jr., Hau Thai-Tang, Kumar Galhotra, and Tim Stone; for 2021 were John T. Lawler, William Clay Ford, Jr., Michael Amend, and J. Doug Field; and for 2022 were John T. Lawler, William Clay Ford, Jr., J. Doug Field, and Kumar Galhotra.

2

The “Peer Group” referenced in this column is the Dow Jones Automobiles & Parts Titans 30 Index. This is the same index used to prepare the Company’s “Stock Performance Graph” included in our Annual Report on Form 10-K for the year ended December 31, 2022, but the TSR data in this table differs from the data included in the “Stock Performance Graph” because this table and the “Stock Performance Graph” measure the value of the initial fixed $100 investment over different time periods with different starting points.

 

3

Company adjusted free cash flow is a non-GAAP financial measure most comparable to U.S. GAAP’s “Net Cash Provided By/(Used In) Operating Activities.” Company adjusted free cash flow measures the Company’s operating cash flow excluding operating cash flows of Ford Motor Credit Company LLC (“Ford Credit”). The measure contains elements management considers “operating activities,” including Company excluding Ford Credit capital spending, Ford Credit distributions to its parent, and settlement of derivatives. The measure excludes cash outflows for funded pension contributions, global redesign (including separations), and other items that are considered operating cash flows under U.S. GAAP. This measure is useful to management and investors because it is consistent with management’s assessment of the Company’s operating cash flow performance. Please refer to p. 79 of our Annual Report on Form 10-K for the year ended December 31, 2022 for a reconciliation of Net Cash Provided By/(Used in) Operating Activities to Company Adjusted Free Cash Flow.

4

As noted above, the values reported in these columns represent CAP, calculated in accordance with SEC rules. The values do not reflect the actual amount of compensation earned by or paid to our Named Executives during the applicable year. Numbers in the above table and the tables below may not sum due to rounding. To calculate CAP in accordance with SEC rules, the following amounts were added to, or deducted from, the applicable SCT Totals:

James D. Farley, Jr. SCT Total Compensation to CAP Reconciliation:

Plus

Value of Equity-Based

Less 

Awards Calculated

SCT Total

Grant Date Fair Value

According to SEC Specified

    

Compensation

    

Of Equity-Based Awards

    

Methodology

    

CAP

Year

($)

($)

($) i

($) ii

2022

 

20,996,146

 

15,145,381

 

(20,730,135)

 

(14,879,370)

2021

 

22,813,174

 

16,078,486

 

67,038,116

 

73,772,804

2020

 

11,802,054

 

9,230,638

 

5,739,345

 

8,310,761

James P. Hackett SCT Total Compensation to CAP Reconciliation:

    

    

  

    

Plus

    

  

Value of Equity-Based

Less 

Awards Calculated

SCT Total

Grant Date Fair Value

According to SEC Specified

  

    

Compensation

    

Of Equity-Based Awards

    

Methodology

    

CAP

Year

($)

($)

($) i

($) ii

2020

 

16,728,505

 

13,576,989

 

6,674,271

 

9,825,786

 

Average Non-PEO Named Executive SCT Total Compensation to CAP Reconciliation:

Less 

Plus

Grant Date Fair Value

Value of Equity-Based

Plus Actuarially 

of Equity-Based Awards

Awards Calculated

Determined Pension

SCT Total

and Aggregate Change in

According to SEC Specified

Service Cost and

  

    

Compensation

    

Present Value of Pension Benefit

    

Methodology

    

Prior Service Cost

    

CAP

Year

($)

($)

($) i

($) ii,iii

($)

2022

 

12,379,576

 

9,877,999

 

(6,327,595)

 

148,179

 

(3,677,839)

2021

 

12,930,062

 

10,394,497

 

28,182,109

 

114,263

 

30,831,937

2020

 

9,684,547

 

7,941,257

 

1,402,854

 

237,925

 

3,384,069

i

Reflects the change in value of equity-based awards calculated in accordance with the SEC specified methodology for determining CAP for each year shown. With respect to dividend equivalents that accrue on our equity awards, the value of such dividend equivalents is included in the values in this column. For more on how dividend equivalents accrue on our equity awards, see Policy on Dividend Equivalents on Equity Grants on p. 62.

Supplemental Detail of PEO (James D. Farley, Jr.) Equity-Based Awards Change in Value:

    

    

Fair Value of Reported

    

Change in Value of Prior

    

Change in Value of

    

Value of Awards

Year’s Awards at

Years’ Awards Unvested

Prior Years’ Awards that

Included in CAP for

Fiscal Year End

at Fiscal Year End

Vested in Year Reported

Year Reported

(a)

(b)

(c)

(d) = (a) + (b) + (c)

Year

Type of Award

($)

($)

($)

($)

 

RSUs

 

4,115,951

 

(3,615,542)

 

(1,712,006)

 

(1,211,597)

2022

 

PSUs

 

5,581,419

 

(15,456,825)

 

(1,301,590)

 

(11,176,996)

 

Options a

 

 

(5,193,849)

 

(3,147,692)

 

(8,341,541)

 

Total

 

9,697,370

 

(24,266,216)

 

(6,161,288)

 

(20,730,135)

 

RSUs

 

11,208,533

 

3,441,217

 

794,689

 

15,444,439

2021

 

PSUs

 

29,263,665

 

8,767,638

 

171,424

 

38,202,727

 

Options a

 

 

11,324,347

 

2,066,603

 

13,390,950

 

Total

 

40,472,198

 

23,533,202

 

3,032,716

 

67,038,116

 

RSUs

 

2,483,043

 

(50,387)

 

(2,454,708)

 

(22,052)

2020

 

PSUs

 

654,766

 

(1,092,384)

 

(203,336)

 

(640,954)

 

Options a

 

6,402,350

 

 

 

6,402,350

 

Total

 

9,540,159

 

(1,142,771)

 

(2,658,044)

 

5,739,345

 

Supplemental Detail of PEO (James P. Hackett) Equity-Based Awards Change in Value:

    

    

Fair Value of Reported

    

Change in Value of Prior

    

Change in Value of

    

Value of Awards

Year’s Awards at

Years’ Awards Unvested

Prior Years’ Awards that

Included in CAP for

Fiscal Year End

at Fiscal Year End

Vested in Year Reported

Year Reported

    

    

(a)

    

(b)

    

(c)

    

(d) = (a) + (b) + (c)

Year

Type of Award

($)

($)

($)

($)

RSUs

(123,604)

(1,658,807)

(1,782,411)

2020

 

PSUs

 

1,702,393

 

(2,729,232)

 

(935,846)

 

(1,962,685)

 

Options a

 

10,419,367

 

 

 

10,419,367

 

Total

 

12,121,760

 

(2,852,836)

 

(2,594,653)

 

6,674,271

 

Supplemental Detail of Average Non-PEO Named Executive Equity-Based Awards Change in Value:

    

    

Fair Value of Reported

    

Change in Value of Prior

    

Change in Value of

    

Value of Awards

Year’s Awards at

Years’ Awards Unvested

Prior Years’ Awards that

Included in CAP for

Reported Year End

at Reported Year End

Vested in Year Reported

Year Reported

    

    

(a)

    

(b)

    

(c)

    

(d) = (a) + (b) + (c)

Year

Type of Award

($)

($)

($)

($)

 

RSUs

 

3,433,292

 

(1,606,739)

 

(545,965)

 

1,280,588

2022

 

PSUs

 

2,879,242

 

(6,796,401)

 

(576,326)

 

(4,493,485)

 

Options a

 

 

(1,536,592)

 

(1,578,106)

 

(3,114,698)

 

Total

 

6,312,534

 

(9,939,732)

 

(2,700,397)

 

(6,327,595)

 

RSUs

 

7,006,252

 

1,161,809

 

2,259,053

 

10,427,114

2021

 

PSUs

 

8,666,542

 

4,764,067

 

124,194

 

13,554,803

 

Options a

 

 

3,414,607

 

785,585

 

4,200,192

 

Total

 

15,672,794

 

9,340,483

 

3,168,832

 

28,182,109

 

RSUs b

 

1,426,962

 

(336,773)

 

(624,930)

 

465,259

2020

 

PSUs b

 

144,564

 

(708,996)

 

(149,041)

 

(713,473)

 

Options a

 

 

1,651,068

 

 

1,651,068

 

Total

 

1,571,526

 

605,299

 

(773,971)

 

1,402,854

a

As previously disclosed, the grant date fair value of the stock options granted to Messrs. Farley, Hackett, and Ford in 2020 was calculated using a Monte Carlo simulation. The same simulation was used to calculate the fair value of stock options for 2020. For 2021 and 2022, a Black Scholes model was used to calculate the fair value of stock as the price-based performance condition for the 2020 stock options was achieved on February 8, 2021.

b

The amounts in column (b) of these rows reflect the change in value of prior years’ unvested awards attributable to Mr. Stone’s forfeiture of certain RSUs and PSUs in connection with his departure during 2020. The aggregate change in value attributable to the forfeiture of such RSUs was ($1,445,630), and for PSUs was ($1,883,151).

ii

We did not report a change in pension value for Messrs. Farley or Hackett in any of the years reflected in these tables because they do not participate in any of our pension benefit plans.

iii

This column is included to show the addition of the actuarial present value of our Non-PEO Named Executives’ average service cost under pension plans attributable to services rendered during the noted year. No actuarial present values are reported for Messrs. Farley and Hackett because neither participates in the Company’s defined benefit pension plans.

   
Company Selected Measure Name Company adjusted free cash flow    
Named Executive Officers, Footnote [Text Block]

1

The Non-PEO Named Executives for 2020 were John T. Lawler, William Clay Ford, Jr., Hau Thai-Tang, Kumar Galhotra, and Tim Stone; for 2021 were John T. Lawler, William Clay Ford, Jr., Michael Amend, and J. Doug Field; and for 2022 were John T. Lawler, William Clay Ford, Jr., J. Doug Field, and Kumar Galhotra.

   
Peer Group Issuers, Footnote [Text Block]

2

The “Peer Group” referenced in this column is the Dow Jones Automobiles & Parts Titans 30 Index. This is the same index used to prepare the Company’s “Stock Performance Graph” included in our Annual Report on Form 10-K for the year ended December 31, 2022, but the TSR data in this table differs from the data included in the “Stock Performance Graph” because this table and the “Stock Performance Graph” measure the value of the initial fixed $100 investment over different time periods with different starting points.

   
Adjustment To PEO Compensation, Footnote [Text Block]

James D. Farley, Jr. SCT Total Compensation to CAP Reconciliation:

Plus

Value of Equity-Based

Less 

Awards Calculated

SCT Total

Grant Date Fair Value

According to SEC Specified

    

Compensation

    

Of Equity-Based Awards

    

Methodology

    

CAP

Year

($)

($)

($) i

($) ii

2022

 

20,996,146

 

15,145,381

 

(20,730,135)

 

(14,879,370)

2021

 

22,813,174

 

16,078,486

 

67,038,116

 

73,772,804

2020

 

11,802,054

 

9,230,638

 

5,739,345

 

8,310,761

James P. Hackett SCT Total Compensation to CAP Reconciliation:

    

    

  

    

Plus

    

  

Value of Equity-Based

Less 

Awards Calculated

SCT Total

Grant Date Fair Value

According to SEC Specified

  

    

Compensation

    

Of Equity-Based Awards

    

Methodology

    

CAP

Year

($)

($)

($) i

($) ii

2020

 

16,728,505

 

13,576,989

 

6,674,271

 

9,825,786

i

Reflects the change in value of equity-based awards calculated in accordance with the SEC specified methodology for determining CAP for each year shown. With respect to dividend equivalents that accrue on our equity awards, the value of such dividend equivalents is included in the values in this column. For more on how dividend equivalents accrue on our equity awards, see Policy on Dividend Equivalents on Equity Grants on p. 62.

Supplemental Detail of PEO (James D. Farley, Jr.) Equity-Based Awards Change in Value:

    

    

Fair Value of Reported

    

Change in Value of Prior

    

Change in Value of

    

Value of Awards

Year’s Awards at

Years’ Awards Unvested

Prior Years’ Awards that

Included in CAP for

Fiscal Year End

at Fiscal Year End

Vested in Year Reported

Year Reported

(a)

(b)

(c)

(d) = (a) + (b) + (c)

Year

Type of Award

($)

($)

($)

($)

 

RSUs

 

4,115,951

 

(3,615,542)

 

(1,712,006)

 

(1,211,597)

2022

 

PSUs

 

5,581,419

 

(15,456,825)

 

(1,301,590)

 

(11,176,996)

 

Options a

 

 

(5,193,849)

 

(3,147,692)

 

(8,341,541)

 

Total

 

9,697,370

 

(24,266,216)

 

(6,161,288)

 

(20,730,135)

 

RSUs

 

11,208,533

 

3,441,217

 

794,689

 

15,444,439

2021

 

PSUs

 

29,263,665

 

8,767,638

 

171,424

 

38,202,727

 

Options a

 

 

11,324,347

 

2,066,603

 

13,390,950

 

Total

 

40,472,198

 

23,533,202

 

3,032,716

 

67,038,116

 

RSUs

 

2,483,043

 

(50,387)

 

(2,454,708)

 

(22,052)

2020

 

PSUs

 

654,766

 

(1,092,384)

 

(203,336)

 

(640,954)

 

Options a

 

6,402,350

 

 

 

6,402,350

 

Total

 

9,540,159

 

(1,142,771)

 

(2,658,044)

 

5,739,345

 

Supplemental Detail of PEO (James P. Hackett) Equity-Based Awards Change in Value:

    

    

Fair Value of Reported

    

Change in Value of Prior

    

Change in Value of

    

Value of Awards

Year’s Awards at

Years’ Awards Unvested

Prior Years’ Awards that

Included in CAP for

Fiscal Year End

at Fiscal Year End

Vested in Year Reported

Year Reported

    

    

(a)

    

(b)

    

(c)

    

(d) = (a) + (b) + (c)

Year

Type of Award

($)

($)

($)

($)

RSUs

(123,604)

(1,658,807)

(1,782,411)

2020

 

PSUs

 

1,702,393

 

(2,729,232)

 

(935,846)

 

(1,962,685)

 

Options a

 

10,419,367

 

 

 

10,419,367

 

Total

 

12,121,760

 

(2,852,836)

 

(2,594,653)

 

6,674,271

a

As previously disclosed, the grant date fair value of the stock options granted to Messrs. Farley, Hackett, and Ford in 2020 was calculated using a Monte Carlo simulation. The same simulation was used to calculate the fair value of stock options for 2020. For 2021 and 2022, a Black Scholes model was used to calculate the fair value of stock as the price-based performance condition for the 2020 stock options was achieved on February 8, 2021.

ii

We did not report a change in pension value for Messrs. Farley or Hackett in any of the years reflected in these tables because they do not participate in any of our pension benefit plans.

   
Non-PEO NEO Average Total Compensation Amount $ 12,379,576 $ 12,930,062 $ 9,684,547
Non-PEO NEO Average Compensation Actually Paid Amount $ (3,677,839) 30,831,937 3,384,069
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

Average Non-PEO Named Executive SCT Total Compensation to CAP Reconciliation:

Less 

Plus

Grant Date Fair Value

Value of Equity-Based

Plus Actuarially 

of Equity-Based Awards

Awards Calculated

Determined Pension

SCT Total

and Aggregate Change in

According to SEC Specified

Service Cost and

  

    

Compensation

    

Present Value of Pension Benefit

    

Methodology

    

Prior Service Cost

    

CAP

Year

($)

($)

($) i

($) ii,iii

($)

2022

 

12,379,576

 

9,877,999

 

(6,327,595)

 

148,179

 

(3,677,839)

2021

 

12,930,062

 

10,394,497

 

28,182,109

 

114,263

 

30,831,937

2020

 

9,684,547

 

7,941,257

 

1,402,854

 

237,925

 

3,384,069

i

Reflects the change in value of equity-based awards calculated in accordance with the SEC specified methodology for determining CAP for each year shown. With respect to dividend equivalents that accrue on our equity awards, the value of such dividend equivalents is included in the values in this column. For more on how dividend equivalents accrue on our equity awards, see Policy on Dividend Equivalents on Equity Grants on p. 62.

Supplemental Detail of Average Non-PEO Named Executive Equity-Based Awards Change in Value:

    

    

Fair Value of Reported

    

Change in Value of Prior

    

Change in Value of

    

Value of Awards

Year’s Awards at

Years’ Awards Unvested

Prior Years’ Awards that

Included in CAP for

Reported Year End

at Reported Year End

Vested in Year Reported

Year Reported

    

    

(a)

    

(b)

    

(c)

    

(d) = (a) + (b) + (c)

Year

Type of Award

($)

($)

($)

($)

 

RSUs

 

3,433,292

 

(1,606,739)

 

(545,965)

 

1,280,588

2022

 

PSUs

 

2,879,242

 

(6,796,401)

 

(576,326)

 

(4,493,485)

 

Options a

 

 

(1,536,592)

 

(1,578,106)

 

(3,114,698)

 

Total

 

6,312,534

 

(9,939,732)

 

(2,700,397)

 

(6,327,595)

 

RSUs

 

7,006,252

 

1,161,809

 

2,259,053

 

10,427,114

2021

 

PSUs

 

8,666,542

 

4,764,067

 

124,194

 

13,554,803

 

Options a

 

 

3,414,607

 

785,585

 

4,200,192

 

Total

 

15,672,794

 

9,340,483

 

3,168,832

 

28,182,109

 

RSUs b

 

1,426,962

 

(336,773)

 

(624,930)

 

465,259

2020

 

PSUs b

 

144,564

 

(708,996)

 

(149,041)

 

(713,473)

 

Options a

 

 

1,651,068

 

 

1,651,068

 

Total

 

1,571,526

 

605,299

 

(773,971)

 

1,402,854

a

As previously disclosed, the grant date fair value of the stock options granted to Messrs. Farley, Hackett, and Ford in 2020 was calculated using a Monte Carlo simulation. The same simulation was used to calculate the fair value of stock options for 2020. For 2021 and 2022, a Black Scholes model was used to calculate the fair value of stock as the price-based performance condition for the 2020 stock options was achieved on February 8, 2021.

b

The amounts in column (b) of these rows reflect the change in value of prior years’ unvested awards attributable to Mr. Stone’s forfeiture of certain RSUs and PSUs in connection with his departure during 2020. The aggregate change in value attributable to the forfeiture of such RSUs was ($1,445,630), and for PSUs was ($1,883,151).

ii

We did not report a change in pension value for Messrs. Farley or Hackett in any of the years reflected in these tables because they do not participate in any of our pension benefit plans.

iii

This column is included to show the addition of the actuarial present value of our Non-PEO Named Executives’ average service cost under pension plans attributable to services rendered during the noted year. No actuarial present values are reported for Messrs. Farley and Hackett because neither participates in the Company’s defined benefit pension plans.

   
Compensation Actually Paid vs. Net Income [Text Block]

Relationship of CAP to Certain Performance Measures

The following graphic and narrative disclosures describe the relationship between the CAP to our PEOs and the Average CAP to our Non-PEO Named Executives in each of the years reported above to (1) TSR of both the Company and the Dow Jones Automobiles & Parts Titans 30 Index (the “Peer Group TSR”), (2) Company Net Income, and (3) Company Adjusted Free Cash Flow.

Graphic

In 2020, the CAP to Messrs. Hackett and Farley, as well as to our Non-PEO Named Executives, was lower than their respective individual and average SCT Totals (as applicable), while our TSR for 2020 was -4% paired with a $1.326 billion decrease in Net Income and $1.589 billion decrease in Adjusted Free Cash Flow from 2019. For 2021, the CAP to Mr. Farley was much higher than his SCT Total, paired with a corresponding +137% change in our TSR and $19.216 billion and $3.317 billion increases in Net Income and Adjusted Free Cash Flow, respectively. The average CAP to our Non-PEO Named Executives was also much higher than the average SCT Total in 2021. In 2022, the CAP to Mr. Farley was much lower than his SCT Total, and the average CAP to our Non-PEO Named Executives was much lower than their average SCT Total in 2022, with negative CAP in both cases. TSR suffered a -42% change in 2022, as Net Income declined $19.918 billion from the prior year despite a $4.491 billion increase in our Adjusted Free Cash Flow from the prior year.

The increased CAP to Mr. Farley and our other Non-PEO Named Executives for 2021 is largely attributable to a large increase in our stock price during 2021 that also drove the large increase in our TSR for 2021. By the end of 2022, our TSR ended higher than the cumulative TSR of our Peer Group, but both our TSR and stock price had returned to levels closer to our 2020 TSR and year-end stock price, contributing to the corresponding decrease in CAP to Mr. Farley and our other Non-PEO Named Executives for 2022. Much of the fluctuation in CAP over the period reported is attributable to changes in our year-end stock price, which affects the “change in value of prior years’ awards” that is included in the calculation of CAP. The ultimate values actually realized by our Named Executives from unvested equity awards, if any, cannot be determined unless and until the awards fully vest.

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Relationship of CAP to Certain Performance Measures

The following graphic and narrative disclosures describe the relationship between the CAP to our PEOs and the Average CAP to our Non-PEO Named Executives in each of the years reported above to (1) TSR of both the Company and the Dow Jones Automobiles & Parts Titans 30 Index (the “Peer Group TSR”), (2) Company Net Income, and (3) Company Adjusted Free Cash Flow.

Graphic

In 2020, the CAP to Messrs. Hackett and Farley, as well as to our Non-PEO Named Executives, was lower than their respective individual and average SCT Totals (as applicable), while our TSR for 2020 was -4% paired with a $1.326 billion decrease in Net Income and $1.589 billion decrease in Adjusted Free Cash Flow from 2019. For 2021, the CAP to Mr. Farley was much higher than his SCT Total, paired with a corresponding +137% change in our TSR and $19.216 billion and $3.317 billion increases in Net Income and Adjusted Free Cash Flow, respectively. The average CAP to our Non-PEO Named Executives was also much higher than the average SCT Total in 2021. In 2022, the CAP to Mr. Farley was much lower than his SCT Total, and the average CAP to our Non-PEO Named Executives was much lower than their average SCT Total in 2022, with negative CAP in both cases. TSR suffered a -42% change in 2022, as Net Income declined $19.918 billion from the prior year despite a $4.491 billion increase in our Adjusted Free Cash Flow from the prior year.

The increased CAP to Mr. Farley and our other Non-PEO Named Executives for 2021 is largely attributable to a large increase in our stock price during 2021 that also drove the large increase in our TSR for 2021. By the end of 2022, our TSR ended higher than the cumulative TSR of our Peer Group, but both our TSR and stock price had returned to levels closer to our 2020 TSR and year-end stock price, contributing to the corresponding decrease in CAP to Mr. Farley and our other Non-PEO Named Executives for 2022. Much of the fluctuation in CAP over the period reported is attributable to changes in our year-end stock price, which affects the “change in value of prior years’ awards” that is included in the calculation of CAP. The ultimate values actually realized by our Named Executives from unvested equity awards, if any, cannot be determined unless and until the awards fully vest.

   
Total Shareholder Return Vs Peer Group [Text Block]

Relationship of CAP to Certain Performance Measures

The following graphic and narrative disclosures describe the relationship between the CAP to our PEOs and the Average CAP to our Non-PEO Named Executives in each of the years reported above to (1) TSR of both the Company and the Dow Jones Automobiles & Parts Titans 30 Index (the “Peer Group TSR”), (2) Company Net Income, and (3) Company Adjusted Free Cash Flow.

Graphic

In 2020, the CAP to Messrs. Hackett and Farley, as well as to our Non-PEO Named Executives, was lower than their respective individual and average SCT Totals (as applicable), while our TSR for 2020 was -4% paired with a $1.326 billion decrease in Net Income and $1.589 billion decrease in Adjusted Free Cash Flow from 2019. For 2021, the CAP to Mr. Farley was much higher than his SCT Total, paired with a corresponding +137% change in our TSR and $19.216 billion and $3.317 billion increases in Net Income and Adjusted Free Cash Flow, respectively. The average CAP to our Non-PEO Named Executives was also much higher than the average SCT Total in 2021. In 2022, the CAP to Mr. Farley was much lower than his SCT Total, and the average CAP to our Non-PEO Named Executives was much lower than their average SCT Total in 2022, with negative CAP in both cases. TSR suffered a -42% change in 2022, as Net Income declined $19.918 billion from the prior year despite a $4.491 billion increase in our Adjusted Free Cash Flow from the prior year.

The increased CAP to Mr. Farley and our other Non-PEO Named Executives for 2021 is largely attributable to a large increase in our stock price during 2021 that also drove the large increase in our TSR for 2021. By the end of 2022, our TSR ended higher than the cumulative TSR of our Peer Group, but both our TSR and stock price had returned to levels closer to our 2020 TSR and year-end stock price, contributing to the corresponding decrease in CAP to Mr. Farley and our other Non-PEO Named Executives for 2022. Much of the fluctuation in CAP over the period reported is attributable to changes in our year-end stock price, which affects the “change in value of prior years’ awards” that is included in the calculation of CAP. The ultimate values actually realized by our Named Executives from unvested equity awards, if any, cannot be determined unless and until the awards fully vest.

   
Tabular List [Table Text Block]

Critical Performance Measures

The seven measures listed below represent the most important financial and non-financial performance measures used to tie 2022 executive compensation to Company performance. The measures in this table are not ranked. For a discussion of each of these performance measures and how they tie to our performance-based compensation practices, refer to the CD&A, beginning on p. 41.

Most Important Financial and Non-Financial Performance Measures

Company Adjusted Free Cash Flow

Company Adjusted EBIT Margin

Adjusted Return on Invested Capital

Company Adjusted EBIT

Company Revenue

Quality

Relative TSR of Peer Group for PSUs*

*

See Long-Term Incentive Awards beginning on p. 56 for more information about the structure of our PSU grants and the peer groups used for measuring relative TSR for PSUs.

   
Total Shareholder Return Amount $ 132 228 96
Peer Group Total Shareholder Return Amount 128 188 151
Net Income (Loss) $ (1,981,000,000) $ 17,937,000,000 $ (1,279,000,000)
Company Selected Measure Amount 9,081,000,000 4,590,000,000 1,273,000,000
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Company Adjusted EBIT Margin    
Non-GAAP Measure Description [Text Block]

3

Company adjusted free cash flow is a non-GAAP financial measure most comparable to U.S. GAAP’s “Net Cash Provided By/(Used In) Operating Activities.” Company adjusted free cash flow measures the Company’s operating cash flow excluding operating cash flows of Ford Motor Credit Company LLC (“Ford Credit”). The measure contains elements management considers “operating activities,” including Company excluding Ford Credit capital spending, Ford Credit distributions to its parent, and settlement of derivatives. The measure excludes cash outflows for funded pension contributions, global redesign (including separations), and other items that are considered operating cash flows under U.S. GAAP. This measure is useful to management and investors because it is consistent with management’s assessment of the Company’s operating cash flow performance. Please refer to p. 79 of our Annual Report on Form 10-K for the year ended December 31, 2022 for a reconciliation of Net Cash Provided By/(Used in) Operating Activities to Company Adjusted Free Cash Flow.

4

As noted above, the values reported in these columns represent CAP, calculated in accordance with SEC rules. The values do not reflect the actual amount of compensation earned by or paid to our Named Executives during the applicable year. Numbers in the above table and the tables below may not sum due to rounding. To calculate CAP in accordance with SEC rules, the following amounts were added to, or deducted from, the applicable SCT Totals:

   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Return on Invested Capital    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Company Adjusted EBIT    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Company Revenue    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Quality    
Measure [Axis]: 6      
Pay vs Performance Disclosure [Table]      
Measure Name Relative TSR of Peer Group for PSUs*    
James D. Farley, Jr      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 20,996,146 $ 22,813,174 $ 11,802,054
PEO Actually Paid Compensation Amount $ (14,879,370) 73,772,804 8,310,761
PEO Name James D. Farley Jr.    
Restricted Stock Units $ (1,211,597) 15,444,439 (22,052)
Performance Based Stock Units (11,176,996) 38,202,727 (640,954)
Option Awards (8,341,541) 13,390,950 6,402,350
Equity Awards (20,730,135) 67,038,116 5,739,345
James D. Farley, Jr | Less Grant Date Fair Value Of Equity-Based Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 15,145,381 16,078,486 9,230,638
James D. Farley, Jr | Plus Value of Equity-Based Awards Calculated According to SEC Specified Methodology      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (20,730,135) 67,038,116 5,739,345
James D. Farley, Jr | Fair Value of Reported Year's Awards at Reported Year End      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 9,697,370 40,472,198 9,540,159
James D. Farley, Jr | Fair Value of Reported Year's Awards at Reported Year End, RSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,115,951 11,208,533 2,483,043
James D. Farley, Jr | Fair Value of Reported Year's Awards at Reported Year End, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,581,419 29,263,665 654,766
James D. Farley, Jr | Fair Value of Reported Year's Awards at Reported Year End, Options      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     6,402,350
James D. Farley, Jr | Change in Value of Prior Years' Awards Unvested at Reported Year End      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (24,266,216) 23,533,202 (1,142,771)
James D. Farley, Jr | Change in Value of Prior Years' Awards Unvested at Reported Year End, RSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (3,615,542) 3,441,217 (50,387)
James D. Farley, Jr | Change in Value of Prior Years' Awards Unvested at Reported Year End, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (15,456,825) 8,767,638 (1,092,384)
James D. Farley, Jr | Change in Value of Prior Years' Awards Unvested at Reported Year End, Options      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (5,193,849) 11,324,347  
James D. Farley, Jr | Change in Value of Prior Years' Awards that Vested in Year Reported      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,161,288) 3,032,716 (2,658,044)
James D. Farley, Jr | Change in Value of Prior Years' Awards that Vested in Year Reported, RSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,712,006) 794,689 (2,454,708)
James D. Farley, Jr | Change in Value of Prior Years' Awards that Vested in Year Reported, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,301,590) 171,424 (203,336)
James D. Farley, Jr | Change in Value of Prior Years' Awards that Vested in Year Reported, Options      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (3,147,692) 2,066,603  
James P. Hackett      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount     16,728,505
PEO Actually Paid Compensation Amount     9,825,786
Restricted Stock Units     (1,782,411)
Performance Based Stock Units     (1,962,685)
Option Awards     10,419,367
Equity Awards     6,674,271
James P. Hackett | Less Grant Date Fair Value Of Equity-Based Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     13,576,989
James P. Hackett | Plus Value of Equity-Based Awards Calculated According to SEC Specified Methodology      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     6,674,271
James P. Hackett | Fair Value of Reported Year's Awards at Reported Year End      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     12,121,760
James P. Hackett | Fair Value of Reported Year's Awards at Reported Year End, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     1,702,393
James P. Hackett | Fair Value of Reported Year's Awards at Reported Year End, Options      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     10,419,367
James P. Hackett | Change in Value of Prior Years' Awards Unvested at Reported Year End      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (2,852,836)
James P. Hackett | Change in Value of Prior Years' Awards Unvested at Reported Year End, RSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (123,604)
James P. Hackett | Change in Value of Prior Years' Awards Unvested at Reported Year End, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (2,729,232)
James P. Hackett | Change in Value of Prior Years' Awards that Vested in Year Reported      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (2,594,653)
James P. Hackett | Change in Value of Prior Years' Awards that Vested in Year Reported, RSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (1,658,807)
James P. Hackett | Change in Value of Prior Years' Awards that Vested in Year Reported, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (935,846)
Tim Stone | Change in Value of Prior Years' Awards Unvested at Reported Year End, RSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (1,445,630)
Tim Stone | Change in Value of Prior Years' Awards Unvested at Reported Year End, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (1,883,151)
Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Restricted Stock Units 1,280,588 10,427,114 465,259
Performance Based Stock Units (4,493,485) 13,554,803 (713,473)
Option Awards (3,114,698) 4,200,192 1,651,068
Equity Awards (6,327,595) 28,182,109 1,402,854
Non-PEO NEO [Member] | Less Grant Date Fair Value of Equity-Based Awards and Aggregate Change in Present Value of Pension Benefit      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 9,877,999 10,394,497 7,941,257
Non-PEO NEO [Member] | Plus Value of Equity-Based Awards Calculated According to SEC Specified Methodology      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,327,595) 28,182,109 1,402,854
Non-PEO NEO [Member] | Plus Actuarially Determined Pension Service Cost and Prior Service Cost      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 148,179 114,263 237,925
Non-PEO NEO [Member] | Fair Value of Reported Year's Awards at Reported Year End      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 6,312,534 15,672,794 1,571,526
Non-PEO NEO [Member] | Fair Value of Reported Year's Awards at Reported Year End, RSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,433,292 7,006,252 1,426,962
Non-PEO NEO [Member] | Fair Value of Reported Year's Awards at Reported Year End, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,879,242 8,666,542 144,564
Non-PEO NEO [Member] | Change in Value of Prior Years' Awards Unvested at Reported Year End      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (9,939,732) 9,340,483 605,299
Non-PEO NEO [Member] | Change in Value of Prior Years' Awards Unvested at Reported Year End, RSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,606,739) 1,161,809 (336,773)
Non-PEO NEO [Member] | Change in Value of Prior Years' Awards Unvested at Reported Year End, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,796,401) 4,764,067 (708,996)
Non-PEO NEO [Member] | Change in Value of Prior Years' Awards Unvested at Reported Year End, Options      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,536,592) 3,414,607 1,651,068
Non-PEO NEO [Member] | Change in Value of Prior Years' Awards that Vested in Year Reported      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,700,397) 3,168,832 (773,971)
Non-PEO NEO [Member] | Change in Value of Prior Years' Awards that Vested in Year Reported, RSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (545,965) 2,259,053 (624,930)
Non-PEO NEO [Member] | Change in Value of Prior Years' Awards that Vested in Year Reported, PSUs      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (576,326) 124,194 $ (149,041)
Non-PEO NEO [Member] | Change in Value of Prior Years' Awards that Vested in Year Reported, Options      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (1,578,106) $ 785,585