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NOTICE OF VIRTUAL ANNUAL MEETING OF SHAREHOLDERS				~~2018~~2021 Proxy Statement		i


Proxy Summary		1
Corporate Governance		1011
Corporate Governance Principles		1011
Our Governance Practices		1011
Leadership Structure		1112
Board Meetings, Composition, and Committees		1112
Board's Role in Risk Management		1315
Independence of Directors and Relevant Facts and Circumstances		1719
Codes of Ethics		1820
Communications with the Board and Annual Meeting Attendance		1821
Beneficial Stock Ownership		1921
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports		2124
Certain Relationships and Related Party Transactions		2124
Stakeholder Engagement		26
Government Relations Activities		27
Environmental, Social, and Governance		27
Proposal 1. Election of Directors		2428
Director Compensation in ~~2017~~2020		3236
Proposal 2. Ratification of Independent Registered Public Accounting Firm		3438
Audit Committee Report		3439
Proposal 3. Approval of the Compensation of the Named Executives		3640
Compensation Discussion and Analysis (CD&A) Roadmap		3741
Executive Compensation		3842
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)		3842
COMPENSATION COMMITTEE REPORT		6179
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		6179
COMPENSATION OF NAMED EXECUTIVES		6280
Summary Compensation Table		6280
Grants of Plan-Based Awards in ~~2017~~2020		6483
Outstanding Equity Awards at ~~2017~~2020 Fiscal Year-End		6684
Option Exercises and Stock Vested in ~~2017~~2020		6886
Pension Benefits in ~~2017~~2020		6886
Nonqualified Deferred Compensation in ~~2017~~2020		7088
Potential Payments Upon Termination or ~~Change in Control~~Change-in-Control		7190
Equity Compensation Plan Information		7494
Pay Ratio		7595
Shareholder Proposal		98
Proposal 4. ~~Approval of the 2018 Long-Term Incentive Plan~~		77
~~Shareholder Proposals~~		84
~~Proposal 5.~~ Shareholder Proposal		84
~~Proposal 6. Shareholder Proposal~~		87
~~Proposal 7. Shareholder Proposal~~		89
~~Proposal 8. Shareholder Proposal~~		9198
Other Items		93101
Questions and Answers About the Proxy Materials		94102
Instructions for the Virtual Annual Meeting		97105
Appendix I. ~~2018 Long-Term Incentive Plan~~		98
~~Appendix II.~~ Cautionary Note on Forward Looking Statements		~~111~~I-1


ii		TABLE OF CONTENTS				~~2018~~2021 Proxy Statement

•: Lead Independent Director
•: Independent Board Committees — Audit, Compensation, and Nominating and Governance
•: Committee Charters
•: Independent Directors Meet Regularly Without Management and Non-Independent Directors
•: Regular Board and Committee Self-Evaluation Process
•: Separate Chairman of the Board and CEO
•: Confidential Voting
•: Shareholders Have the Right to Call Special Meetings

•: Shareholders May Take Action by Written Consent
•: Strong Codes of Ethics
•: Annual Election of All Directors
•: Majority Vote Standard — No Supermajority Voting Requirement
•: Board Meetings in ~~2017: 8~~2020: 18
•: Standing Board Committees — Meetings in ~~2017:~~2020: Audit: ~~10,~~9, Compensation: 7,11, Finance: 4, Nominating and Governance: 3,4, Sustainability and Innovation: 34
•: ~~79%~~64% of the Director Nominees are Independent


PROXY SUMMARY				~~2018~~2021 Proxy Statement		1

*: We are in discussions with Gov. Huntsman regarding expanding his role advising on policy-related matters and government relations. In connection with entering into this expanded role, the Board may determine that Gov. Huntsman will cease to be an independent director under the rules of the New York Stock Exchange. If Gov. Huntsman takes on this expanded role, he would remain on the Board and on the Sustainability and Innovation Committee, but he would step down from the Compensation and the Nominating and Governance Committees. We believe that Gov. Huntsman's vast government experience, as a governor, ambassador and trade representative; his public company experience, as a board member and senior executive; and his knowledge of our company make him a critical member of our Board. If Gov. Huntsman is determined to be no longer independent, 64% of our director nominees would be independent. Our Audit, Compensation, and Nominating and Governance Committees would remain fully independent.


2		PROXY SUMMARY				~~2018~~2021 Proxy Statement


PROXY SUMMARY				~~2018~~2021 Proxy Statement		3


4		PROXY SUMMARY				~~2018~~2021 Proxy Statement


PROXY SUMMARY				2021 Proxy Statement		5


6		PROXY SUMMARY				2021 Proxy Statement


		Perform annual say-on-pay advisory vote for ~~stockholders~~shareholders
		Pay for performance
		Use appropriate peer group when establishing compensation
		Balance short- and long-term incentives
		Align executive compensation with stockholder returns through long-term incentives
		Cap individual payouts in incentive plans
		Include clawback ~~policy~~provisions in our incentive ~~plans~~grants (see Risk Assessment Regarding Compensation Policies and Practices on pp. 16-17)
		Maintain robust stock ownership goals for ~~executives~~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-competition~~non-compete and non-disclosure restrictions
		Mitigate undue ~~risk-taking~~risk taking in compensation programs
		Retain a fully independent external compensation consultant whose independence is reviewed annually by the Compensation Committee (see ~~Corporate Governance —~~ Compensation Committee Operations on pp. ~~15-16)~~17-18)
		Include a double-trigger ~~change-in-control~~change in control provision for equity grants ~~(see Compensation Discussion and Analysis — 2017 Say-on-Pay on p. 60)~~


PROXY SUMMARY				~~2018~~2021 Proxy Statement		57


		Provide evergreen employment contracts
		Pay out dividend equivalents on equity awards during vesting periods or performance periods
		Maintain individual change in control agreements for Named Executives (other than the provisions included in Mr. Farley's employment agreement discussed on p. 59 and footnote 7 on p. 92)


		~~Maintain individual change-in-control agreements for Named Executives~~
		Reprice options
		Allow officers to hedge their exposure to Ford common stock

*: AnA 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 Committee under the Long-Term Incentive Plan. A Time-Based ~~Restricted Stock~~ Unit ~~("Time-Based Unit") means~~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 Committee.


6		~~PROXY SUMMARY~~				~~2018 Proxy Statement~~

•: ~~Named Executives' compensation is tied to our 2017 performance~~
•: ~~80% of our Named Executives' target compensation is performance-based~~
•: ~~Executive pay practices are tied to robust risk and control features~~
•: ~~Executive stock ownership guidelines continue to align the interests of executives with shareholders~~

•: ~~We continued a modest share buyback program to offset the dilutive effect of our equity compensation plans~~
•: ~~We listened to shareholder feedback and in 2015 made significant changes to our Performance Unit program that addressed investor concerns~~


~~PROXY SUMMARY~~				~~2018 Proxy Statement~~		7


8		PROXY SUMMARY				~~2018~~2021 Proxy Statement

•: ~~Meeting with equity~~Named Executives' compensation is tied to our 2020 and fixed income investors — during 2017, members of Ford's senior leadership team and Investor Relations met with investors at twenty conferences and twelve roadshows. We hosted quarterly earnings calls, one CFO Let's Chat event, and one CEO Strategic Update. We provided additional engagement through phone calls, in-house meetings, and various industry events throughout the year.2018-2020 performance periods
•: ~~Continuing our philosophy~~Reacted swiftly and appropriately to the uncertainties and challenges presented by the COVID-19 pandemic, including by deferring each Named Executives' base salary until the Company had repaid at least $7 billion of ~~promoting greater communications with our institutional shareholders on corporate governance matters, we met with seven~~its Automotive debt
•: Provided appropriate and reasonable compensation for Named Executives' performance in 2020 despite unprecedented challenges from COVID-19
•: 80% of our ~~largest shareholders, representing 56%~~Named Executives' target compensation is performance-based (with the exception of ~~shares held~~Tim Stone who resigned and separated from the Company in October 2020)

•: Our Global Compensation and Benefits Philosophy, Strategy, and Guiding Principles include a pay equity objective
•: We maintain a policy that prohibits the hedging of exposure to Ford common stock by ~~institutions, to discuss topics including financial performance, risk management,~~officers and ~~sustainability practices. We found these meetings to be informative, and we~~limits the pledging of Ford common stock by officers
•: Executive stock ownership goals continue to ~~incorporate many~~align the interests of ~~their suggestions into our Proxy Statement~~executives with shareholders
•: Executive pay practices are tied to robust risk and ~~communications strategy.~~control features

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 March 29, 2018.


PROXY SUMMARY				~~2018~~2021 Proxy Statement		9


10		PROXY SUMMARY				2021 Proxy Statement

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 atwww.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.


		Annual Election of All Directors.
		Majority Vote Standard. Each director must be elected by a majority of votes cast.
		Independent Board. ~~79%~~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, Compensation, and Nominating and Governance ~~committees~~Committees is comprised entirely of independent directors.
		Committee Charters. Each standing committee operates under a written charter that has been approved by the ~~Board.~~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 Deferral of Compensation for Directors. In ~~2017,~~2020, 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 Chairman of the Board and CEO. The Board of Directors has chosen to separate the roles of CEO and Chairman of the Board of Directors.
		Confidential ~~Voting.~~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 p. 17).


10		CORPORATE GOVERNANCE				~~2018~~2021 Proxy Statement		11

Ford determines the most suitable leadership structure from time to time. At present, the Board of Directors has chosen to separate the roles of CEO and Chairman of the Board of Directors. James ~~P. Hackett~~D. Farley, Jr., is our President and CEO, and William Clay Ford, Jr., is Chairman of the Board of Directors as well as our Executive Chairman. We believe this structure is optimal for Ford at this time because it allows Mr. ~~Hackett~~Farley to focus on leading the organization while allowing Mr. Ford to focus on leading the Board of Directors. Furthermore, the Board has appointed ~~Ellen R. Marram~~Anthony F. Earley, Jr., as our Lead Independent Director. We believe having a Lead Independent Director is an important governance

practice given that the Chairman of the Board, Mr. Ford, is not an independent director under our Corporate Governance Principles. The duties of the 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. ~~Hackett~~Farley to ensure management is adequately addressing the matters identified by the Board.

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

COMPOSITION OF BOARD OF ~~DIRECTORS/~~DIRECTORS / NOMINEES

The Nominating and Governance Committee recommends the nominees for all directorships. The Committee also reviews and makes recommendations to the Board on matters such as the size and composition of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds. Between annual shareholder meetings, the Board may elect directors to ~~vacant~~the Board ~~positions~~ to serve until the next annual meeting. In 2018, we implemented a more robust peer and Board and Committee self-assessment process. In 2020, we engaged 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.

~~During 2017,~~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 October 2020, the Committee recommended that the size of the Board be ~~kept~~increased to 14 and re-elected Jon M. Huntsman, Jr., to the Board. Gov. Huntsman previously served on the Board from 2012-2017, when he resigned to serve as the U.S. Ambassador to Russia. Edsel B. Ford II is not standing for re-election this year having reached our mandatory retirement age. John C. Lechleiter is also not standing for re-election this year due to personal reasons and not due to any disagreement on any matter relating to the Company's operations, policies, or practices. In March 2021, the Committee recommended that the size of the Board remain at ~~14.~~14 at the time of the 2021 Annual Meeting and nominated Alexandra Ford English and Henry Ford III to stand for election at the 2021 Annual Meeting.

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


12		CORPORATE GOVERNANCE				2021 Proxy Statement

In addition, having a Ford family member, William Clay Ford, Jr., as our Executive Chairman brings a unique and historical long-term perspective to Board deliberations. Our new nominees, Alexandra Ford English and Henry Ford III, will provide fresh perspectives and valuable insights while continuing the ~~Board has managed succession planning effectively~~Ford family's nearly 118 years of active involvement with ~~strategic waivers~~and stewardship of the ~~mandatory retirement age where appropriate to maintain certain~~

~~expertise while new directors supplement~~Company. Alexandra Ford English is the ~~Board structure.~~daughter of William Clay Ford, Jr. and Henry Ford III is the son of our retiring director Edsel B. Ford II. William Clay Ford, Jr. and Edsel B. Ford II are first cousins.

The Board proposes to you a slate of nominees for election to the Board at the annual meeting. You may propose nominees (other than self-nominations) for consideration by the Committee by submitting the names, qualifications, and other supporting information to: Secretary, Ford Motor Company, One American Road, Dearborn, MI 48126. Properly submitted recommendations must be received no later than ~~November 29, 2018,~~December 2, 2021, 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. 2428 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.


~~CORPORATE GOVERNANCE~~				~~2018 Proxy Statement~~		11

BOARD COMMITTEES

Only independent directors serve on the Audit, Compensation, and Nominating and Governance Committees, 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 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, Compensation, Finance, Nominating and Governance, and Sustainability and Innovation Committees of the Board. Printed copies of each of the committee charters are available by writing to our Shareholder Relations Department at Ford Motor Company, Shareholder Relations, P.O. Box 6248, Dearborn, MI 48126.

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

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

Reviews activities, organization structure, and qualifications of the General Auditor's Office, and

participates in the appointment, dismissal, evaluation, and 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.

				��
CORPORATE GOVERNANCE				2021 Proxy Statement		13

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.

Compensation 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 Chairman, the President and CEO, and other executive officers' compensation, including annual performance objectives.

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

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

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

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

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


12		~~CORPORATE GOVERNANCE~~				~~2018 Proxy Statement~~

Assesses the independence of the Committee's consultant. Assesses annually the adequacy of the Compensation Committee Charter.

Reports to the Board of Directors about these matters.

Finance Committee: Reviews all aspects of the Company's policies and practices that relate to the management of the Company's financial affairs, 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.

Nominating and Governance Committee: Reviews and makes recommendations on: (i) the nominations or election of ~~directors;~~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 ~~for director~~ (other than self-nominations). See Composition of Board of Directors/Nominees on ~~p. 11.~~pp. 12-13.

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

Reports to the Board of Directors about these matters.


14		CORPORATE GOVERNANCE				2021 Proxy Statement

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

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

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

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

Reports to the Board of Directors about these matters.

The oversight responsibility of the Board and its ~~Committees~~committees is supported by Company management and the risk management processes that are currently in

place. Ford has extensive and effective risk management processes, relating specifically to compliance, reporting, operating, and strategic risks.

Compliance Risk encompasses matters such as legal and regulatory compliance (e.g., Foreign Corrupt Practices Act, environmental, OSHA/safety, etc.).

Reporting Risk covers Sarbanes-Oxley compliance, disclosure controls and procedures, and accounting compliance.

Operating Risk addresses the myriad of matters related to the operation of a complex company such as Ford


~~CORPORATE GOVERNANCE~~				~~2018 Proxy Statement~~	��	13

~~(e.g.~~ (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. ~~More specifically, we~~We have institutionalized ~~the Creating Value Roadmap Process, which includes~~ a ~~Business Plan Review~~regular Operations Flash and Special Attention Review process where ~~on a regular basis,~~ 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, ~~through~~ utilizing the principles of design thinking and critical thinking, develops specific plans to address those risks and opportunities.

The Enterprise Risk Management process adopted by the Company ~~has adopted~~identifies the top 12 critical enterprise risks identified through a ~~formal policy~~survey process of senior management and the Board of Directors. Once identified, each of the top 12 risks is assigned an executive risk owner who is responsible to oversee risk assessment, develop mitigation plans, and provide regular updates. The process includes that ~~requires the Creating Value Roadmap Process to be implemented by all~~ Business Units and ~~Functional~~ Skill ~~Teams. Our General Auditor's Office audits against~~Teams will follow the ~~policies~~same process for local risk identification and ~~procedures that have been adopted to support the Creating Value Roadmap Process.~~management. Risks at all levels are shared and aligned for a top-down and bottom-up view and management of risk. The ~~Board of Directors recognizes the Creating Value Roadmap Process as the Company's primary risk management tool, and the~~ Audit Committee and Board annually review the ~~Board review annually~~process to update the ~~Creating Value Roadmap Process, the Company's adherence to it,~~list of critical risks and ~~its effectiveness.~~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 and Innovation Committee assists the Board of Directors in overseeing environmental and social sustainability risks, while the Compensation 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 ~~Audit and Compensation~~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 and Innovation Committee, the Compensation Committee, and the Finance Committee all play a role in overseeing 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 ~~conducting alternating internal~~ and ~~external annual audits of~~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,


CORPORATE GOVERNANCE				2021 Proxy Statement		15

employees, and intellectual property. The Audit Committee reviews our cyber security practices ~~twice each year,~~regularly with report outs to the Board as ~~needed.~~appropriate.

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~~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 (www.shareholder.ford.com) for additional information about how we identify and address environmental and social sustainability risks.


14		~~CORPORATE GOVERNANCE~~				~~2018 Proxy Statement~~

RISK ASSESSMENT REGARDING COMPENSATION POLICIES AND PRACTICES

WeIn 2020, 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 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 consistent behaviors and incentivize performance results;
•: inclusion of non-financial metrics, such as quality, and other quantitative and qualitative performance factors in determining actual compensation payouts;
•: capped payout levels for both the Incentive Bonus Plan and performance-based stock awards for Named Executives — the Compensation 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 ~~with~~that measures performance ~~measured~~ against ~~internal~~ financial metrics ~~(75% weighting)~~ and relative Total Shareholder Return ("TSR") ~~(25% weighting)~~;
•: generally providing senior executives with long-term equity-based compensation on an annual basis — we believe that accumulating equity over a period of time encourages executives to take actions that promote the long-term sustainability of our business;
•: ~~adopted a~~ double-trigger ~~change-in-control provision~~change in control provisions for equity ~~grants starting in 2016;~~grants; and
•: stock ownership goals that align the interests of ~~the~~ executive officers with those of our shareholders — this discourages executive officers from focusing on


16		CORPORATE GOVERNANCE				2021 Proxy Statement

short-term results without regard to longer-term consequences.

Recoupment Policy. The Committee ~~formally adopted~~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 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:

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 COMMITTEE OPERATIONS

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

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


CORPORATE GOVERNANCE				~~2018~~2021 Proxy Statement		1517

The Committee makes decisions regarding the compensation of our executive officers, including the Named Executives. The Committee has delegated authority, within prescribed share limits, to a Long-Term Incentive Compensation Award Committee (comprised of our Chairman and our President and CEO) to approve grants of options, Performance Units, Time-Based Units, and other stock-based awards, and to the Annual Incentive Compensation Award Committee (also comprised of our Chairman and our President and CEO) to determine bonuses for other employees. The Committee also delegated authority to the Office of the Chairman and Chief Executive (also comprised of our Chairman and our President and CEO) to determine the compensation of non-executive officers. The Committee regularly reviews such determinations.

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 ~~2017~~2020 on pp. ~~32-33)~~36-37).

The Compensation Committee considers recommendations from ~~Mr. Ford, Mr. Hackett,~~the Chairman, the President and CEO, and the ~~Group Vice President — Human Resources,~~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 Committee.

As in prior years, in ~~2017~~2020, 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 ~~all seven~~ten of the eleven Committee meetings in ~~2017.~~2020.

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

In addition, the Committee reviewed survey data provided by the Willis Towers Watson Executive Compensation Database (see Competitive Survey on pp. ~~44-45)~~52-53). 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 ~~bonus~~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 pp. ~~47-48)~~54-55). Officer salaries are reviewed in February or March each year.

See the Compensation Discussion and Analysis on pp. ~~38-60~~42-78 for more detail on the factors considered by the Committee in making executive compensation decisions.

The Committee reviews our talent and executive development program with senior management. These reviews are conducted periodically and focus on executive development and succession planning throughout the organization, at the ~~Vice President~~Leadership Level 1 officer level and above.

Our policy, approved by the Compensation 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.

~~AUDIT COMMITTEE FINANCIAL EXPERT AND AUDITOR ROTATION~~

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


1618		CORPORATE GOVERNANCE				~~2018~~2021 Proxy Statement

Independence of Directors and Relevant Facts and Circumstances

DIRECTOR INDEPENDENCE

A majority of the directors must be independent directors under ~~the~~applicable SEC and NYSE Listed Company rules. ~~The NYSE~~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 $100,000 during any 12-month period in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
•: Immediate Family Members. Directors with immediate family members in the foregoing categories are subject to the same three-year restriction.

Other Relationships. The following commercial, charitable, and educational relationships will not be

considered to be material relationships that would impair a director's independence:

(i): Sales and Purchases of Products/Services. ifIf 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;~~years.
(ii): Indebtedness. ifIf within the preceding three years a Ford director was an executive officer of another company which was indebted to Ford, or to which Ford was indebted, and either: (a) the total amount of such other company's indebtedness to Ford was less than two percent of the total consolidated assets of Ford, or (b) the total amount of Ford's indebtedness to such other company was less than two percent of the total consolidated assets of such other company, in each case for any of the three most recently completed fiscal ~~years; and~~years.
(iii): Charitable Contributions. ifIf within the preceding three years a Ford director served as an executive officer, director, or trustee of a charitable or educational organization, and Ford's discretionary contributions to the organization were less than the greater of $1 million or two percent of that organization's total annual discretionary receipts for any of the three most recently completed fiscal years. (Any matching of charitable contributions will not be included in the amount of Ford's contributions for this purpose.)

Based on these independence standards and all of the relevant facts and circumstances, the Board determined that none of the following directors had any material relationship with the Company and, thus, are independent: ~~Stephen G. Butler,~~ Kimberly A. Casiano, Anthony F. Earley, Jr., William W. Helman IV, Jon M. Huntsman, Jr., William E. Kennard, John C. Lechleiter, ~~Ellen R. Marram,~~Beth E. Mooney, John L. Thornton, John B. Veihmeyer, Lynn M. Vojvodich, and John S. Weinberg. Additionally, ~~Jon M. Huntsman, Jr.,~~the Board


CORPORATE GOVERNANCE				~~2018~~2021 Proxy Statement		1719

~~who resigned from~~determined that each of Kimberly A. Casiano, Beth E. Mooney, John B. Veihmeyer, and Lynn M. Vojvodich is independent under the heightened SEC independence standards for audit committees and that each of Anthony F. Earley, Jr., Jon M. Huntsman, Jr., John C. Lechleiter, John L. Thornton, and John S. Weinberg is independent under the additional NYSE independence standards for compensation committees. Additionally, the Board ~~of Directors on September 28, 2017, and James H. Hance, Jr., and Gerald L. Shaheen,~~determined that Stephen G. Butler, who did not stand for election at the ~~2017~~2020 Annual Meeting, ~~were determined by the Board to have~~ had no material ~~relationships~~relationship with the Company during the time of ~~their~~his service and, thus, ~~were~~was independent, and that he was independent under the heightened SEC independence standards for audit committees.

We are in discussions with Gov. Huntsman regarding expanding his role advising on policy-related matters and government relations. In connection with entering into this expanded role, the Board may determine that Gov. Huntsman will cease to be an independent director under the rules of the New York Stock Exchange. If Gov. Huntsman takes on this expanded role, he would remain on the Board and on the Sustainability and Innovation Committee, but he would step down from the Compensation and the Nominating and Governance Committees. We believe that Gov. Huntsman's vast government experience, as a governor, ambassador and trade representative; his public company experience, as a board member and senior executive; and his knowledge of our company make him a critical member of our Board. If Gov. Huntsman is determined to be no longer independent, 64% of our director nominees

would be independent. Our Audit, Compensation and Nominating and Governance Committees would remain fully independent.

DISCLOSURE OF RELEVANT FACTS AND CIRCUMSTANCES

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

From time to time during the past three years, Ford purchased goods and services from, sold goods and

services to, or financing arrangements were provided by, various companies with which certain directors were or are affiliated either as a member of such company's board of directors or, in the case of Ms. Mooney and Messrs. ~~Earley~~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. ~~Earley~~Thornton and Weinberg, ~~and Gov. Huntsman,~~ these directors included ~~Mr. Hance, Mr.~~Messrs. Earley, Kennard, and Veihmeyer, and Ms. ~~Marram, and Mr. Thornton.~~Vojvodich. The Company also made donations to certain institutions with which certain directors are affiliated. These included ~~Ms. Casiano, Mr.~~Messrs. Earley, Thornton, and Veihmeyer, Dr. Lechleiter, and ~~Mr. Thornton.~~Mss. Casiano and Mooney. 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.

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. ~~The~~Both the Audit Committee and the Nominating and Governance Committee ~~also reviews~~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 ~~Investor~~Shareholder Relations Department at Ford Motor Company, ~~Investor~~Shareholder Relations, P.O. Box 6248, Dearborn, MI 48126.


20		CORPORATE GOVERNANCE				2021 Proxy Statement

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 ~~may~~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 ~~fourteen~~thirteen then current members of the Board, thirteen attended the virtual annual meeting.


18		~~CORPORATE GOVERNANCE~~				~~2018 Proxy Statement~~

*: State Street Bank and Trust Company is the trustee for Ford common stock in the Ford defined contribution plans master trust, which beneficially owns ~~4.8%~~4.3% of the common stock of Ford. In this capacity, State Street Bank and Trust Company has voting power over the shares in certain circumstances.


CORPORATE GOVERNANCE				2021 Proxy Statement		21

*: Includes shares beneficially owned in either an individual or fiduciary capacity as sole trustee or as a co-trustee.
**: 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 ~~shares~~ are held in a voting trust of which Edsel B. Ford II, William Clay Ford, Jr., Benson Ford, Jr., and Alfred B. Ford are the trustees. The trust is of perpetual duration until terminated by the vote of shares representing over 50% of the participants and requires the trustees to vote the shares as directed by a ~~plurality~~plurality.



Name	Ford Common Stock 1,2	Ford Common Stock Units 3

Kimberly A. Casiano*	153,950	159,751
Anthony F. Earley, Jr.*	208,544	71,885
James D. Farley, Jr.*	1,886,212	0
Ashwani ("Kumar") Galhotra	639,630	0
James P. Hackett	1,184,437	0
William W. Helman IV*	162,029	42,641
Jon M. Huntsman, Jr.*	6,927	0
William E. Kennard*	132,481	0
John T. Lawler	632,711	65



Name	Ford Common Stock 1,2	Ford Common Stock Units 3

John C. Lechleiter**	336,994	5,760
Beth E. Mooney*	50,538	0
Tim Stone	702,007	0
Hau Thai-Tang	1,379,942	100
John L. Thornton*	245,398	330,397
John B. Veihmeyer*	108,107	0
Lynn M. Vojvodich*	98,941	0
John S. Weinberg*	155,391	0


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

Alexandra Ford English*	10,944	0	105,810	0.15%
Edsel B. Ford II**	1,347,906	174,720	4,837,573	6.83%
Henry Ford III*	435,155	0	1,235,369	1.74%
William Clay Ford, Jr.*	4,353,279	201,552	15,721,009	22.19%

All Directors and Executive Officers as a group
22 persons beneficially owned 0.34% of Ford common stock or securities convertible into Ford common stock as of February 1, 2021

*: Indicates Director Nominees
**: Edsel B. Ford II and John C. Lechleiter are not standing for re-election at the ~~shares in the trust.~~2021 Annual Meeting.


22		CORPORATE GOVERNANCE				~~2018~~2021 Proxy Statement		19

Name
Ford
Common
Stock 1,2 Ford
Common
Stock
Units 3

Stephen G. Butler*
102,744 145,865

Kimberly A. Casiano*
63,148 136,616

Anthony F. Earley, Jr.*
100,491 61,475

James D. Farley, Jr.
1,268,697 0

Mark Fields
2,350,011 0

James P. Hackett*
471,352 1,063

William W. Helman IV*
73,517 36,466

Joseph R. Hinrichs
1,476,846 963

Name
Ford
Common
Stock 1,2 Ford
Common
Stock
Units 3

William E. Kennard*
43,940 0

John C. Lechleiter*
113,077 4,926

Ellen R. Marram*
75,613 236,653

Robert L. Shanks
1,126,049 0

John L. Thornton*
129,600 282,549

John B. Veihmeyer*
1,434 0

Lynn M. Vojvodich*
15,264 0

John S. Weinberg*
35,408 0

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

Edsel B. Ford II*
1,095,112 149,417 5,377,768 7.59%

William Clay Ford, Jr.*
5,779,638 118,098 12,786,499 18.05%

All Directors and Executive Officers as a group
30 persons beneficially owned 0.47% of Ford common stock or securities convertible into Ford common stock as of February 1, 2018
18,525,493 1,184,476 18,164,267 25.64%




			Person		Number of Shares

			James D. Farley, Jr.		272,017
			John T. Lawler		82,366
			William Clay Ford, Jr.		1,642,300
			Hau Thai-Tang		154,710




		Person		Number of Shares

		~~James D. Farley, Jr.~~Kumar Galhotra		~~272,017~~103,792
		~~Mark Fields~~		~~1,652,090~~
		~~William Clay Ford, Jr.~~		~~4,922,857~~




		~~Person~~		~~Number of Shares~~

		James P. Hackett		0
		~~Joseph R. Hinrichs~~Tim Stone		~~342,664~~
		~~Robert L. Shanks~~		~~468,636~~0

3: In general, these are common stock units credited under a deferred compensation plan and payable in cash and in the cases of William Clay Ford, Jr., John T. Lawler, and ~~Joseph R. Hinrichs,~~Hau Thai-Tang, include stock units under a benefit equalization plan.


20		CORPORATE GOVERNANCE				~~2018~~2021 Proxy Statement		23

Table of Contents

Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~
Reports

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 ~~2017~~2020 and prior ~~years, except that due to administrative error Edsel B. Ford II had four late reports associated with becoming trustee of certain trusts.~~years.

Certain Relationships and Related Party Transactions

POLICY AND PROCEDURE FOR REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS

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

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

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

The Nominating and Governance Committee's approval of a related party transaction may encompass a series of subsequent transactions contemplated by the original approval, i.e., transactions contemplated by an ongoing business relationship occurring over a period of time. Examples include transactions in the normal course of business between the Company and a dealership owned by a director or an executive officer (or an immediate

family member thereof), transactions in the normal

course of business between the Company and financial institutions with which a director or officer may be associated, and the ongoing issuances of purchase orders or releases against a blanket purchase order made in the normal course of business by the Company to a business with which a director or officer may be associated. In such instances, any such approval shall require that the Company make all decisions with respect to such ongoing business relationship in accordance with existing policies and procedures applicable to non-related party transactions (e.g., Company purchasing policies governing awards of business to suppliers, etc.).

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

RELATED PARTY TRANSACTIONS

In February 2002, Ford entered into a Stadium Naming and License Agreement with The Detroit Lions, Inc. (the "Lions"), pursuant to which we acquired for $50 million, paid by us in 2002, the naming rights to a new domed stadium located in downtown Detroit at which the Lions began playing their home games during the 2002 National Football League season. We named the stadium "Ford Field." The term of the naming rights agreement is 25 years, which commenced with the 2002 National Football League season. Benefits to Ford under the naming rights agreement include exclusive exterior entrance signage and predominant interior promotional signage. Beginning in 2005, the Company also agreed to provide to the Lions, at no cost, eight new model year Ford, Lincoln or Mercury brand vehicles manufactured by Ford in North America for use by the management and staff of Ford Field and the Lions and to replace such vehicles in each second successive year, for the remainder of the naming rights agreement. The cost incurred during ~~2017~~2020 was ~~$24,618.~~$66,670. William Clay Ford, Jr., isand his family own a minority ~~owner~~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 &

24

CORPORATE GOVERNANCE

2021 Proxy Statement

Table of Contents
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. The cost incurred in 2020 was $715,000. 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 applies 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 2020, Ford charged the dealerships about $164.8 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $33.1 million for services in the ordinary course of business. Also in 2020, Ford Motor Credit Company LLC, a wholly owned entity of Ford, provided about $281.8 million of financing to dealerships owned by Mr. Alandt and paid about $1.5 million to them in the ordinary course of business. The dealerships paid Ford Credit about $288.5 million in the ordinary course of business. Additionally, in 2020, Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $20.2 million and $117.9 million, respectively.
In March 2001, Marketing Associates, LLC (dba OneMagnify), an entity in which Edsel B. Ford II and his family, including Henry Ford III, 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 2020, the Company paid Marketing Associates, LLC approximately $40.2 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, 2021, we have invested $9.4 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, 2021, William Clay Ford, Jr. had a 7.6% interest and Lynn F. Alandt had a 4% interest in the investment fund.
During 2020, our new nominee Henry Ford III, son of Edsel B. Ford II, was employed by the Company as a Director of Investor Relations. Henry Ford III received 2020 compensation of approximately $233,464 consisting primarily of salary, bonus, and stock awards.
During 2020, our new nominee Alexandra Ford English, daughter of William Clay Ford, Jr., was employed by the Company as a Director of Corporate Strategy. Ms. English received 2020 compensation of approximately $344,121, consisting primarily of salary, bonus, and stock awards.
During 2020, the Company employed the husband of Catherine O'Callaghan, Controller, as a Manager in our Customer Experience Team. He received 2020 compensation of approximately $430,398, consisting primarily of salary, bonus, and stock awards.
Pursuant to SEC filings, the Company was notified that as of December 31, 2020, 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 8.89% of our common stock. During 2020, the Company paid State Street Corporation and its affiliates approximately $4.3 million in the ordinary course of business.
Pursuant to SEC filings, the Company was notified that as of December 31, 2020, BlackRock, Inc., 55 East 52nd Street, New York, NY 10022, and certain of its affiliates, owned approximately 7.0% of the Company's common stock. During 2020, the Company paid BlackRock, Inc. approximately $8.4 million in the ordinary course of business.

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~~college football "Bowl" game~~The following chart shows the process for identification and disclosure of related party transactions.
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 practices. We find these meetings to be ~~played~~informative, regularly review lessons learned from them, and incorporate stakeholder suggestions, as appropriate, into our policy considerations, Proxy Statement, and communications strategy. As the COVID-19 pandemic forced cancellation of many in-person events, we expanded our engagement through virtual events. Highlights from 2020 include:
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Met with shareholders representing 51% 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

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Conducted twenty-three conferences and nine virtual events

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Held quarterly webcast earnings calls

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Participated in ~~each~~product-launch fireside chats and non-deal roadshows

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Completed a broad range 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,~~phone calls, emails, 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. The cost incurred during 2017 was $662,000.
Paul Alandt, Lynn F. Alandt's husband, is a minority owner of two Ford franchised dealerships and a Lincoln franchised dealership. In 2017, the dealerships paid Ford about $182.1 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $34.4 million for services in the ordinary course of business. Also in 2017, Ford Motor Credit Company LLC, a wholly owned entity of Ford, provided about $285.6 million of financing to dealerships owned by Mr. Alandt and paid about $1.5 million to them in the ordinary course of business. The dealerships paid Ford Credit about $282.0 million in the ordinary course of business. Additionally, in 2017, Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $20.4 million and $116.0 million, respectively.
In March 2001, Marketing Associates, LLC, an entity in which Edsel B. Ford II has a majority interest, acquired all of the assets of the Marketing Associates Division of Lason Systems, Inc. Before the acquisition, the Marketing Associates Division of Lason Systems, Inc. provided various marketing and related services to the Company and this continued following the acquisition. In 2017, the Company paid Marketing Associates, LLC approximately $53.0 million for marketing and related services provided in the ordinary course of business.
In April 2017, the Company approved an investment of up to $10 million over five years in Fontinalis Capital Partners II, a venture capital fund that invests in next-generation mobility start-up entities. As of March 1, 2018, we have invested $6.1 million. We believe our investment will yield 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, 2018, William Clay Ford, Jr. had a 7.825% interest and Lynn F. Alandt had a 4% interest in the investment fund.
In January 2018, Ford Smart Mobility LLC, a wholly-owned entity of Ford, acquired for $60 million TransLoc Inc., a software company providing demand-response transit solutions, data solutions and other tools to improve operational efficiency for business-to-government and business-to-business customers. TransLoc will accelerate growth in key areas of our mobility strategy and we obtained key talent for positions within our mobility team. Fontinalis Capital Partners II owned 14.5% of TransLoc on the date of acquisition. As of January 1, 2018, William Clay Ford, Jr. had a 7.825% interest and Lynn F. Alandt had a 4% interest in Fontinalis Capital Partners II.
During 2017, the Company employed Henry Ford III, son of Edsel B. Ford II, as an Associate Director in our global Corporate Strategy skill team. Henry Ford III received 2017 compensation of approximately $186,000 consisting primarily of salary, bonus, and stock awards.
During 2017, the Company employed the husband of our Executive Vice President and President, Mobility, Marcy S. Klevorn, as a Senior Project Manager in our Information Technology skill team. He received 2017 compensation of approximately $157,000 consisting primarily of salary and bonus.
During 2017, the Company employed the brother of our former Group Vice President — Communications, Ray Day, as an hourly employee in our Dearborn Truck Plant. He received 2017 compensation of approximately $122,000 consisting primarily of hourly wages and profit sharing.
Pursuant to SEC filings, the Company was notified that as of December 31, 2017, 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 9.0% of our common stock. During 2017, the Company paid State Street Corporation and its affiliates approximately $6.8 million in the ordinary course of business.
Pursuant to SEC filings, the Company was notified that as of December 31, 2017, BlackRock, Inc., 55 East 52nd Street, New York, NY 10022, and certain of its affiliates, owned approximately 5.9% of the Company's common stock. During 2017, the Company paid BlackRock, Inc. approximately $5.8 million in the ordinary course of business.
industry events

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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 2020 U.S. Political Engagement Report is available at: www.corporate.ford.com.
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) contributions, Ford Political Action Committee contributions, and our governance of such contributions. The ~~following chart shows~~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 87.1 for 2020 — placing Ford's transparency efforts near the ~~process for identification~~top of that index. We believe you will find the disclosure educational and ~~disclosure of related party transactions.~~informative.
Environmental, Social, and Governance
For Ford, the commitment to create 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. In 2021, we introduced our Integrated Sustainability and Financial Report (www.shareholder.ford.com) to create a more complete picture of our progress for investors and shareholders. Some highlights in our 2020-2021 Integrated Sustainability and Financial Report are:

Affirmed our commitment to deliver carbon neutrality by setting approved science-based targets for our vehicles and manufacturing facilities

Conducted a comprehensive Diversity, Equity and Inclusion (DEI) employee audit and publicly disclosed U.S. employee diversity performance data

Achieved CDP's highest "A rating" for climate change and water security

Highlighted gender diversity through inclusion in the Bloomberg Gender Equality Index for the third consecutive year

Announced that we will be increasing our investment in electrification to $22 billion through 2025

Received World Environment Center Gold Medal Award — For achievement in Sustainable Development

Began partnership with Copper Mark — furthering our social and environment commitment to responsible sourcing

Reduced our absolute operational water use by 70% since 2000

Reported to the new automotive manufacturing sector Corporate Human Rights Benchmark (CHRB)

Publicly disclosed our EEO-I Report, signed the UN's Women's Empowerment Principles, and published both our Human Rights and Environment Policy and our Supplier Code of Conduct

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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 Chairman and the President and CEO, and suggestions from Company management. The Committee has the sole authority to retain and terminate any search firm to be used to assist it in identifying and evaluating candidates to serve as directors of the Company. The Company on behalf of the Committee has paid fees to third-party firms to assist the Committee in the identification and evaluation of potential Board members.
~~Our newest directors are James P. Hackett and John B. Veihmeyer. The Board elected Mr. Hackett on May 19, 2018, in conjunction with his election as President and Chief Executive Officer of Ford.~~
Mr. Veihmeyer was identified and proposed to the Committee by Mr. Butler. Mr. Veihmeyer was interviewed prior to his election by the Chair of the Nominating and Governance Committee, the Chairman, the President and CEO, and Edsel B. Ford II. Upon recommendation of the Committee, the Board elected Mr. Veihmeyer on November 16, 2017, with his election effective on December 1, 2017.
Fourteen directors will be elected at this year's annual meeting. ~~Each~~Twelve nominees currently serve as directors and two nominees would be new members of the Board. 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. Edsel B. Ford II, having reached our mandatory retirement age of 72, will not stand for re-election at the 2021 Annual Meeting. In addition, John C. Lechleiter will not stand for re-election at the 2021 Annual Meeting due to personal reasons.
Our newest director is Jon M. Huntsman, Jr. Gov. Huntsman was identified and proposed to the Committee by the Chairman of the Board. Gov. Huntsman previously served on the Board from 2012 to 2017, when he resigned to become U.S. Ambassador to Russia. When Gov. Huntsman's government service concluded, upon recommendation of the Committee, the Board elected Gov. Huntsman on October 14, 2020, with immediate effect.
Our new nominees, Alexandra Ford English and Henry Ford III, were identified and proposed to the Committee by the Chairman of the Board. Ms. English and Mr. Ford III were interviewed by several members of the Committee, including the Chair of the Committee. Upon recommendation of the Committee, on March 11, 2021, the Board nominated Ms. English and Mr. Ford III to stand for election at the 2021 Annual Meeting. William Clay Ford, Jr., and Edsel B. Ford II recused themselves from the Board's deliberations concerning the election of Ms. English and Mr. 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 themfor 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, and we endeavor to have a diverse Board, with experience in business, international operations, finance, manufacturing and product development, marketing and sales, government, education, technology, and in areas that are relevant to the Company's global activities. The biographies of the nominees show that, taken as a whole, the current slate of director nominees possesses these qualifications. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, including making themselves available for consultation outside of regularly scheduled Board meetings, and should be committed to serve on the Board for an extended period of time. Directors should also be prepared to offer their resignation in the event of any significant change in their personal circumstances that could affect the discharge of their responsibilities as directors of the Company, including a change in their principal job responsibilities.
~~Each~~Twelve of the nominees for director isare now ~~a member~~members of the Board of Directors, which met ~~eight~~18 times during ~~2017.~~2020. 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 ~~2017.~~2020. The nominees provided the following information about themselves as of the latest practical date. Additionally, 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.

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~~Stephen G. Butler~~
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~~Age: 70~~
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~~Independent Director Since: 2004~~
~~Committees:~~ ~~Audit (Chair), Nominating and Governance~~
~~Experience:~~ Mr. Butler served as Chairman and Chief Executive Officer of KPMG, LLP from 1996 until he retired in 2002. He also served as Chairman of KPMG International from 1999 until 2002. Mr. Butler held a variety of management positions, both in the United States and internationally, during his 33-year career at KPMG.
~~Reasons for Nomination:~~ Mr. Butler 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. Mr. Butler's financial expertise and risk management skills have been instrumental in guiding Ford through its restructuring, which continues to be important as the Company continues to develop and implement its growth strategy. Mr. Butler brings valuable insight into strategic and client service innovations. He is credited with helping KPMG create a cohesive firm to effectively serve international clients. Mr. Butler's leadership skills, financial expertise, and international business experience add significant value to the goals of improving our fitness, fulfilling our financial reporting obligations, and identifying areas throughout the Company where we might create greater cohesiveness.
~~Current Public Company Directorships:~~ ~~ConAgra Brands, Inc.~~
Kimberly A. Casiano

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Age: 6063
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Independent Director Since: 2003
Committees: Audit, Nominating and Governance, Sustainability and Innovation
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 to target the U.S. Hispanic market, the Caribbean, and Latin America.~~diversity. From 1994 through 2009, Ms. Casiano served as President and Chief Operating Officer of Casiano Communications, Inc., a U.S. Hispanic ~~publisher of magazines~~media and direct marketing ~~company, from 1994 through 2009.~~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 ~~Scotiabank of Puerto Rico, the Hispanic Scholarship Fund, and~~ the Latino Corporate Directors ~~Association.~~Association, the global Alumini 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 ~~sales,~~direct marketing, particularly in ~~the~~ U.S. Hispanic ~~community~~ and Latin ~~America.~~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 infor our ~~where~~"where to play and how to ~~win~~win" analyses, ~~and~~ enterprise risk management ~~systems.~~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 ~~and Mutual of America~~

~~PROPOSAL 1.~~ ~~Election of Directors~~

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Anthony F. Earley, Jr.

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Age: 6871
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Lead Independent Director Since: 2019
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Independent Director Since: 2009
Committees: Compensation (Chair), Nominating and Governance, Sustainability and Innovation
Experience: Mr. Earley was the Executive Chairman of PG&E Corporation from March 2017 until December 2017. From September 2011 until February 2017, he served as the Chairman, Chief Executive Officer, and President of PG&E ~~Corporation.~~Corporation, which filed for bankruptcy on January 29, 2019 as a result of potential liabilities for wildfires in California. Before joining PG&E Corporation, Mr. Earley served in a number of executive leadership roles at DTE Energy including Executive Chairman, Chairman, Chief Executive Officer, President, and Chief Operating Officer. In addition, Mr. Earley served as President and Chief Operating Officer of Long Island Lighting Company. Mr. Earley also served as an officer in the United States Navy nuclear submarine program where he was qualified as a chief engineer officer. Mr. Earley currently serves on the boards of United Way Worldwide, CLEAResult, and Southern Company. He also serves as Chairman of the Board of the Detroit Zoological Society.
Reasons for Nomination: Among other qualifications, Mr. Earley brings a wealth of executive leadership experience to the Board. These experiences complement our plan by providing valuable insight into ways in which Ford can operate profitably at the current demand, while changing our product mix. His expertise in electrical infrastructure complements our electrification strategy by providing key insight into the development of innovative products such as the development of hybrid and electric vehicles our customers want and value.
Current Public Company ~~Directorships Within the Past Five Years:~~Directorships: ~~PG&E Corporation~~
~~Edsel B. Ford II~~
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~~Age: 69~~
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~~Director Since: 1988~~
~~Committees:~~ ~~Finance, Sustainability and Innovation~~
~~Experience:~~ ~~Mr. Ford serves as a consultant to Ford and has served in this capacity since 1999. Previously, Mr. Ford served as a Vice President of Ford Motor~~Southern Company ~~and as the former President and Chief Operating Officer of Ford Motor Credit Company.~~
~~Reasons for Nomination:~~ Mr. Ford has a wealth of valuable experience in the automotive industry. As an executive at the Company and as a consultant for the Company, he developed deep knowledge of the Company's business. Mr. Ford's life-long affiliation with the Company provides the Board with a unique historical perspective and a focus on the long-term interests of the Company. Mr. Ford also adds significant value in various stakeholder relationships, both domestically and abroad, including relationships with dealers, non-government organizations, employees, and the communities in which Ford has a significant presence. In addition, Mr. Ford's experience in creative and technology-driven marketing allows him to provide valuable insight in developing marketing and vehicle distribution strategies.
Public Company Directorships Within the Past Five Years: ~~International Speedway~~PG&E Corporation

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Alexandra Ford English

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Age: 33
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New Nominee
Committees: N/A
Experience: Alexandra Ford English is a Director of Corporate Strategy at Ford Motor Company, 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 currently serves 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 experience and leadership in corporate strategy will 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. Her previous experience in merchandising and retailing will enable her to provide valuable insights into successful brand management and building trusted relationships with our customers. 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 will ensure that tradition of family stewardship continues.
James D. Farley, Jr.

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Age: 58
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Director Since: 2020
Committees: N/A
Experience: Mr. Farley was elected President and Chief Executive Officer of Ford Motor Company effective October 1, 2020. 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 where he led Ford's strategic transformation into a higher growth, higher margin business by leveraging smart, connected vehicles and breakthrough customer experiences and oversaw Ford's Corporate Strategy, Global Data Insight and Analytics, Global Partnerships, Research & Advanced Engineering as well as Ford Smart Mobility and Ford Autonomous Vehicles. As Ford's executive vice president and president of Global Markets, Mr. Farley was responsible for overseeing Ford's business units: The Americas, Europe, Middle East & Africa, and Asia Pacific. Mr. Farley also oversaw 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.
Reasons for Nomination: As CEO, Mr. Farley is focused on disrupting and modernizing the Company and accelerating Ford's transformation through operational excellence that benefits customers and delivers sustainable profit growth. 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.

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Henry Ford III

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Age: 40
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New Nominee
Committees: N/A
Experience: Mr. Ford is a Director of Investor Relations, responsible for developing and executing a global investor relations strategy. Prior to his current 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 will also benefit from Mr. Ford's leadership on the 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 will ensure that tradition of family stewardship continues.
William Clay Ford, Jr.

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Age: 6063
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Director Since: 1988
Committees: Finance (Chair), Sustainability and Innovation
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 Chairman 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 Chairman. 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.
~~Public Company Directorships Within the Past Five Years:~~ ~~eBay Inc.~~
~~James P. Hackett~~
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~~Age: 62~~
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~~Director Since: May 2017~~
~~Committees:~~ ~~N/A~~
~~Experience:~~ Mr. Hackett is President and Chief Executive Officer of Ford Motor Company effective May 19, 2017. Prior to this role, since March 2016, Mr. Hackett served as Chairman of Ford Smart Mobility LLC, a subsidiary of Ford formed to accelerate the Company's plans to design, build, grow, and invest in emerging mobility services. Before joining Ford Smart Mobility, Mr. Hackett was a member of the Ford Motor Company Board of Directors starting in 2013. As a member of the Sustainability and Innovation Committee, he was actively involved with the Ford senior leadership team in launching the company's Ford Smart Mobility plan. He also served on the Audit and the Nominating and Governance Committees. Mr. Hackett was vice chairman of Steelcase, a global leader in the office furniture industry, from 2014 to 2015. He retired as Chief Executive Officer of Steelcase in February 2014, after having spent 20 years leading the Grand Rapids-based office furniture company.
~~Reasons for Nomination:~~ As a consumer-focused visionary, Mr. Hackett is credited with guiding Steelcase to becoming a global leader in the office furniture industry. During his 30 years there, he helped transform the office furniture company from traditional manufacturer to industry innovator. Having spent his career focused on the evolving needs of consumers, Mr. Hackett is equipped to lead the Company's commitment to becoming the world's most trusted mobility company, designing smart vehicles for a smart world that help people move more safely, confidently, and freely.
~~Public Company Directorships Within the Past Five Years:~~ ~~Steelcase Inc. and Fifth Third Bancorp~~

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William W. Helman IV

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Age: 5962
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Independent Director Since: 2011
Committees: Finance, Nominating and Governance, Sustainability and Innovation (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, and healthcare.~~internet. He joined Greylock in 1984 and ~~led the firm's investments in Millennium Pharmaceuticals, Hyperion, Vertex Pharmaceuticals, Zipcar, Inc., and UPromise, among others.~~served as Managing Partner from 1999 to 2013. Mr. Helman is on the board of the Broad ~~Institute.~~Institute and 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 ~~measured~~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
Jon M. Huntsman, Jr.

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Age: 61
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Independent Director Since: 2020* (also served 2012-2017)
Committees: Compensation, Nominating and Governance, Sustainability and Innovation
* As a result of a new role that Gov. Huntsman may assume, the Board may determine that he is no longer independent under New York Stock Exchange rules. Gov. Huntsman is expected to remain on the Board. See "Corporate Governance — Independence of Directors and Relevant Facts and Circumstances" on pp. 19-20.
Experience: 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 boards of the U.S. Naval Academy Foundation and the University of Pennsylvania. In addition, he serves as distinguished fellow at the Brookings Institute, a trustee of the Carnegie Endowment for International Peace, and a trustee of the Reagan Presidential Foundation.
Reasons for Nomination: Governor Huntsman's extensive global 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: ~~Zipcar,~~Caterpillar, Inc., Hilton Worldwide Inc.

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William E. Kennard

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Age: 6164
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Independent Director Since: 2015
Committees: Finance, Nominating and Governance (Chair), Sustainability and Innovation
Experience: Mr. Kennard is the Chairman and co-founder of Velocitas Partners LLC, an asset management 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.~~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 this expertise, ~~and~~ 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., and Duke Energy Corporation~~

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~~John C. Lechleiter~~
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~~Age: 64~~
•
~~Independent Director Since: 2013~~
~~Committees:~~ ~~Compensation, Nominating and Governance~~
~~Experience:~~ Dr. Lechleiter retired as Eli Lilly and Company's President and Chief Executive Officer on December 31, 2016, after 37 years with the company. He also served as Chairman of the Board of Directors of Lilly from 2009 through May 2017. Dr. Lechleiter joined Lilly in 1979 as a senior organic chemist in process research and development and became head of that department in 1982. In 1984, he began serving as director of pharmaceutical product development for the Lilly Research Center. He later held roles in project management, regulatory affairs, product development, and pharma operations. In 2005, he was named Lilly's President and Chief Operating Officer and joined the Board of Directors. Dr. Lechleiter is a member of the American Chemical Society. He serves on the boards of United Way Worldwide and the Indiana Economic Development Corporation. He is a member emeritus of the board of the Central Indiana Corporate Partnership.
~~Reasons for Nomination:~~ Dr. Lechleiter's experience as a chief executive officer of a multinational company and his knowledge of science, marketing, management, and international business aid the Board in its deliberations, especially as Ford seeks to expand its market share in regions outside North America. Dr. Lechleiter's knowledge and experience in research and development in a highly regulated industry also provide the Company with meaningful insight as it accelerates the development of new products. Additionally, Dr. Lechleiter's extensive experience in a highly regulated industry operating in a changing landscape adds significant expertise to the Board and will assist the Board as the Company adapts to an increasingly complex regulatory environment, both in the core business and autonomous vehicles.
~~Current Public Company Directorships:~~ ~~Nike,~~ Inc.
Public Company Directorships Within the Past Five Years: ~~Eli Lilly and Company~~Duke Energy Corporation (not standing for re-election when current term ends on May 6, 2021)
~~Ellen R. Marram~~Beth E. Mooney

•
Age: 7166
•
Independent Director Since: ~~1988~~2019
Committees: ~~Compensation,~~Audit, Nominating and Governance ~~Sustainability and Innovation~~
Experience: Ms. ~~Marram serves as president of the Barnegat Group, LLC, a business advisory firm. She also is a Senior Managing Director at Brock Capital Group LLC. Ms. Marram previously~~Mooney served as ~~the Managing Director of North Castle Partners, LLC from 2000 through 2005, President~~Chairman and Chief Executive Officer of ~~Tropicana Beverage Group~~KeyCorp from ~~1997 through 1998, Group President~~May 2011 until May 2020. She joined the company in April 2006 as Vice Chair of ~~Tropicana Beverage Group from 1993 through 1997,~~Key Community Bank, and in 2010 was elected to KeyCorp board of directors. Previously, Ms. Mooney was Senior Executive Vice President and Chief ~~Executive~~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 ~~Nabisco Biscuit Company from 1988 through 1993. Ms. Marram currently serves as~~Board of Trustees of The Conference Board and a ~~board~~ member of ~~New York-Presbyterian Hospital~~the Business Council. In addition, Ms. Mooney is the Chair of the Board of Directors of The Cleveland Clinic and a Trustee of the ~~Newman's Own Foundation, as well as a trustee~~Board of ~~Wellesley College.~~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. ~~Marram~~Mooney has ~~extensive management~~a wealth of experience and ~~marketing expertise in managing well-known consumer brands. During her 30-year career, she built profitable brands~~deep understanding of the financial industry. Her extensive banking and is recognized for her ability to anticipate market trends and emerging consumer needs. Her expertise complements Ford's desire to meet current customer demand while also anticipating future needs, especiallybusiness experience bring a unique perspective that will enhance the Board during this transformational time in the ~~realm of moving goods~~Company and ~~providing services. In addition,~~the industry. Additionally, Ms. ~~Marram's~~Mooney's extensive experience in ~~advising enterprises provides her~~risk management and executive matters will provide Ford with ~~multiple perspectives on successful strategies across a variety of businesses. Ms. Marram's qualifications and experience make her an ideal Lead Independent Director for the Company.~~valuable insight into these key areas
Current Public Company Directorships: ~~Eli Lilly~~Accenture plc and ~~Company~~AT&T Inc.
Public Company Directorships Within the Past ~~Five~~5 Years: ~~The New York Times Company~~KeyCorp

PROPOSAL 1. Election of Directors

~~2018~~2021 Proxy Statement

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Table of Contents
John L. Thornton

•
Age: 6467
•
Independent Director Since: 1996
Committees: Compensation, 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~~Non-Executive Chairman of ~~Silk Road Finance Corporation, an Asian investment firm, and~~ PineBridge Investments, a global asset manager. ~~He is also Chairman of~~Mr. Thornton serves on the Board of ~~Trustees of the Brookings Institution.~~SparkCognition, a leading industrial artificial intelligence company. He is a Professor, Director of the Global Leadership Program, and a Member of the Advisory Board atof the Tsinghua University School of Economics and Management in Beijing. ~~Mr. Thornton~~He is ~~Co-Chair~~also Chairman Emeritus of the ~~Asia Society, Vice Chairman of Morehouse College, and serves on the boards of the China Investment Corporation, McKinsey Advisory Council, and King Abdullah University of Science and Technology.~~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 ~~as he expanded~~gained through his oversight of the presence of Goldman Sachs ~~Asia, where he served as chairman. Mr. Thornton also served as co-chief executive of Goldman Sachs~~ International ~~which was responsible for the firm's business in Europe, the Middle East, and Africa.~~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
~~Public Company Directorships Within the Past Five Years:~~ ~~China Unicom (Hong Kong) Limited and HSBC Holdings plc~~
John B. Veihmeyer

•
Age: 6265
•
Independent Director Since: ~~December~~ 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 ~~previously~~ 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 ~~Trustee~~member of the ~~Financial Accounting Foundation, which overseas~~executive committee of the ~~Financial Accounting Standards Board. He is also a member of~~ Board of Trustees of the University of Notre ~~Dame.~~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 ~~change for~~disruption in the automotive industry and in an increasingly complex regulatory environment.
Current Public Company Directorships: Zanite Acquisition Corp.

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PROPOSAL 1. Election of Directors

~~2018~~2021 Proxy Statement

Table of Contents
Lynn M. Vojvodich

•
Age: 5053
•
Independent Director Since: ~~April~~ 2017
Committees: Audit, Nominating and Governance, Sustainability and Innovation
Experience: Ms. Vojvodich is an advisor to start-up and growth-stage technology companies. Previously, Ms. Vojvodich was Executive Vice President and Chief Marketing Officer of ~~Salesforce.com,~~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 held marketing leadership roles at Microsoft and BEA Systems, and served as a partner with venture capital firm Andreessen Horowitz. She iswas the founder of Take3, a marketing strategy ~~firm.~~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 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 ~~mobility~~ company, Ms. Vojvodich ~~will provide~~provides valuable guidance regarding how the Company should market and position itself in its automotive and mobility businesses, including the use of digital ~~strategies, in~~strategies. Ms. Vojvodich's experience advising start-up and growth-stage technology businesses lends itself to the ~~Company's automotive~~Company as it continues culture-shaping initiatives to attract talent and deliver a broader suite of mobility ~~businesses.~~products and services.
Current Public Company Directorships: Booking Holdings Inc. and Dell Technologies
John S. Weinberg

•
Age: 6164
•
Independent Director Since: 2016
Committees: Compensation, Finance, Nominating and Governance, Sustainability and Innovation
Experience: Mr. Weinberg ~~became~~has been 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 ~~Partners~~ 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 banking division. Mr. Weinberg currently serves as a board member of New York-Presbyterian Hospital, ~~and Middlebury College. He also is a member of the Investment Committee of~~ the Cystic Fibrosis ~~Foundation.~~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 manufacturing clients. As Ford transforms itself into ~~an automotive and mobility~~the world's most trusted company, making smart cars for a smart world, Mr. Weinberg's financial and risk management expertise will aid the Company in rapidly improving ~~our~~its fitness to lower costs, reallocate capital, and finance our business plan.
Current Public Company Directorships: Evercore ~~Partners~~ Inc.

PROPOSAL 1. Election of Directors

~~2018~~2021 Proxy Statement

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Table of Contents
Director Compensation in ~~2017~~
2020

(a)
(b) (c) (d) (e)
(a)
(b) (c) (d) (e)
Fees Earned or
Paid in Cash 6 Stock
Awards 7 Fees 8 Perquisites/
Evaluation
Vehicles 9

Tax
Reimbursement
Life
Insurance
Premiums 10

Dividend
Equivalent
Dollars 11

All Other
Compensation
Total Fees Earned or
Paid in Cash 1 Stock
Awards 2 Fees 3 Perquisites/
Evaluation
Vehicles 4

Tax
Reimbursement
Life
Insurance
Premiums 5

All Other
Compensation
Total

Name
($) ($) ($) ($) ($) ($) ($) ($) ($)
Name
($) ($) ($) ($) ($) ($) ($) ($)

Stephen G. Butler
130,000 214,991 0 22,216 17,205 254 49,854 89,529 434,520
Stephen G. Butler
54,167 89,579 0 20,485 16,498 106 37,090 180,035

Kimberly A. Casiano
100,000 214,991 0 27,218 15,793 254 27,943 71,208 386,199
Kimberly A. Casiano
100,000 214,998 0 22,455 17,587 254 40,297 355,295

Anthony F. Earley, Jr.
125,000 214,991 0 18,301 12,643 254 32,717 63,915 403,906
Anthony F. Earley, Jr.
175,000 214,998 0 14,329 9,694 254 24,277 414,275

Edsel B. Ford II
100,000 214,991 650,000 16,457 16,842 666 0 683,965 998,956
Edsel B. Ford II
100,000 214,998 650,000 16,935 14,038 762 681,734 996,733

James H. Hance, Jr. 1
33,333 71,656 0 15,354 13,592 106 7,935 36,987 141,976
William W. Helman IV
120,000 214,998 0 715 0 0 715 335,713

William W. Helman IV
120,000 214,991 10,000 2,857 0 0 0 12,857 347,848
Jon M. Huntsman, Jr.
25,200 53,546 0 9,783 8,189 42 18,014 96,760

Jon M. Huntsman, Jr. 2
100,000 161,246 0 16,798 14,562 191 19,744 51,295 312,541
William E. Kennard
120,000 214,998 0 22,972 13,871 254 37,097 372,096

William E. Kennard
100,000 214,991 0 24,119 14,136 254 20,794 59,303 374,294
John C. Lechleiter
100,000 214,998 0 18,308 16,029 254 34,591 349,590

John C. Lechleiter
100,000 214,991 0 16,852 16,933 254 45,359 79,398 394,389
Beth E. Mooney
100,000 214,998 0 13,540 9,084 64 22,688 337,686

Ellen R. Marram
150,000 214,991 0 20,027 10,505 64 27,943 58,539 423,530
John L. Thornton
100,000 214,998 0 12,884 11,881 254 25,019 340,018

Gerald L. Shaheen 3
40,000 71,656 0 12,924 13,503 106 20,583 47,116 158,772
John B. Veihmeyer
117,500 214,998 0 28,743 20,820 254 49,818 382,316

John L. Thornton
100,000 214,991 0 16,193 13,194 254 0 29,641 344,632
Lynn M. Vojvodich
100,000 214,998 0 19,923 16,390 254 36,568 351,567

John B. Veihmeyer 4
8,335 17,911 0 3,203 0 21 0 3,224 29,470
John S. Weinberg
100,000 214,998 0 22,093 16,120 64 38,276 353,275

Lynn M. Vojvodich 5
75,600 160,642 0 13,244 5,504 191 4,496 23,435 259,677

John S. Weinberg
100,000 214,991 0 12,844 9,914 64 12,258 35,080 350,071
1
~~Mr. Hance did not stand for re-election at the 2017 Annual Meeting, and amounts paid to him were prorated in connection with his departure from the Board on May 11, 2017.~~

2
~~Mr. Huntsman resigned from the Board of Directors on September 28 , 2017, and amounts paid to him were prorated in connection with his resignation.~~

3
~~Mr. Shaheen did not stand for re-election at the 2017 Annual Meeting, and amounts paid to him were prorated in connection with his departure from the Board on May 11, 2017.~~

4
~~Mr. Veihmeyer was elected to the Board of Directors effective December 1, 2017, and amounts paid to him were prorated in connection with his election.~~

5
~~Ms. Vojvodich was elected to the Board of Directors effective April 1, 2017, and amounts paid to her were prorated in connection with her election.~~

6
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 Committee chair fee
$ 25,000
Annual other Committee chair fees
$ 20,000

~~In 2016, a review~~As discussed in footnote 2 below, approximately 68% ("mandatory portion") of director compensation at companies similarly situated to Ford indicated that Ford was below the median levels paid to directors. The increases are consistent with Ford's philosophy of paying its directors near the top level of the leading companies in order to permit the Company to continue to attract quality directors. The entire increase in the Annual Board membership fee is ~~mandatorily deferred into restricted stock units pursuant to the 2014 Plan.~~

~~As discussed~~paid in ~~footnote 7 below,~~Restricted Stock Units ("RSUs"), and in addition, certain directors ~~chose~~choose to receive all or a portion of their fees in ~~restricted stock units~~RSUs pursuant to the 2014 ~~Plan.~~Plan in addition to the mandatory portion. Pursuant to SEC rules, the dollar value of any fees any director elected to receive in ~~restricted units~~RSUs in excess of the fees mandatorily paid in ~~restricted stock units~~RSUs pursuant to that plan is shown in the "Fees Earned or Paid in Cash" column.

72
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 ~~approximately 68% (the "mandatory portion")~~the mandatory portion of the Annual Board membership fee is ~~mandatorily~~ paid in ~~Restricted Stock Units ("RSUs").~~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,

32

~~PROPOSAL 1.~~ ~~Election of Directors~~

~~2018 Proxy Statement~~

~~Table of Contents~~
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 ~~those~~ dividends on such shares into additional shares of common stock until separation from the Board.

83
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 Mr. Helman reflects an annual fee paid to him during 2017 as a member of the Board of Managers of Ford Global Technologies, LLC, a wholly-owned entity that manages the Company's intellectual property. As a non-employee manager of such board, Mr. Helman received the customary annual fee paid to non-employee managers, which is currently $10,000.

9
In his role as consultant, Mr. Ford represents the Company with various stakeholders, including dealers, employees, customers, governmental officials through his attendance at numerous functions throughout the year. In particular, Mr. Ford's involvement in Ford Performance Racing has added great value to our Racing teams' success and in January 2020 he was recognized by NASCAR with its prestigious Landmark Award for lifetime contributions to racing, one of only six people ever to have been so honored. Mr. Ford's representation enhances Ford's reputation among these various groups and provides a valuable source of goodwill for all our stakeholders.

4
Perquisites and Evaluation Vehicle Program. All amounts shown in this column reflect: (i) the cost of evaluation vehicles provided to Directors; (ii) the cost of a charitable gift made by the Company inon behalf of the ~~directors' names~~Board divided equally among those directors who were ~~active at~~

36

PROPOSAL 1. Election of Directors

2021 Proxy Statement

Table of Contents
members of the Board on December 31, ~~2017,~~2020, and (iii) the cost of healthcare insurance premiums for certain directors. We calculate the aggregate incremental costs of providing the evaluation vehicles by estimating the lease fee of a comparable vehicle under our Management Lease Program. The lease fee under that program takes into account the cost of using the vehicle, maintenance, license, title and registration fees, and insurance. We provide non-employee directors with the use of up to two Company vehicles free of charge. Directors are expected to provide evaluations of the vehicles to the Company. The cost of providing these vehicles is included in column (d).

105
Insurance. Ford provides non-employee directors with $200,000 of life insurance which ends when a director retires. A director can choose to reduce life insurance coverage to $50,000 and 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 life insurance premiums paid by the Company for each director are included in column (d). Ford also provides non-employee directors with the option to obtain Company provided healthcare insurance at no cost. The healthcare insurance is identical to healthcare insurance provided to employees, except for the employee paid portion of premiums. ~~Eight~~Six directors have elected this option and that portion of the premiums that the Company pays on behalf of directors that equals the amount employees typically pay is included in column (d).

11
~~Dividend Equivalents~~. The amounts shown in this column reflect the amount of Dividend Equivalents paid during 2017 under the 2014 Plan. 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.
Your Board's recommendation: FOR Proposal 1

PROPOSAL 1.1. Election of Directors

~~2018~~2021 Proxy Statement

3337

Table of Contents

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 ~~approve~~ratify the Audit Committee's selection for ~~2018.~~2021.
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 ~~2018.~~2021. PricewaterhouseCoopers is well qualified ~~to serve~~and has served as our independent registered public accounting ~~firm.~~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 ~~2017~~2020 and ~~2016~~2019 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 ~~2018~~2021 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 $250,000 will be presented in advance to the Audit Committee for approval. A regular report is prepared for each regular Audit Committee meeting outlining actual fees and expenses paid or committed against approved fees. The Audit Committee approved of all of the fees listed in the table below.
Fees Paid to PricewaterhouseCoopers
Year-ended
December 31, 2017
($) Year-ended
December 31, 2016
($) Year-ended
December 31, 2019
($) (000) Year-ended
December 31, 2020
($) (000)
Audit Fees 1
38,300,000 37,400,000 39,200 37,400
Audit-Related Fees 2
5,000,000 3,700,000 3,600 4,000
Tax Fees 3
3,800,000 3,600,000 3,000 3,400
All Other Fees 4
1,100,000 1,300,000 1,700 0

TOTAL FEES
48,200,000 46,000,000 47,500 44,800
1
Consists of the audit of the financial statements included in the Company's Annual Report on Form 10-K, reviews of the financial statement included in the Company's Quarterly Reports on Form 10-Q, attestation of the effectiveness of the Company's internal controls over financial reporting, preparation of statutory audit reports, and providing comfort letters in connection with Ford Motor Company and Ford Motor Credit Company funding transactions.

2: 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.
3: 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 ~~58%~~38% and ~~53%~~43% for tax compliance related services in 2020 and ~~preparation of tax returns in 2017 and 2016,~~2019, respectively.
4: Consists of support in business and regulatory reviews and research analysis regarding new markets and strategies, and advisory services related to insurance claims.


38		PROPOSAL 2				2021 Proxy Statement

The Audit Committee is currently composed of four directors, all of whom meet the independence standards contained in the NYSE Listed Company rules, SEC rules, and Ford's Corporate Governance Principles, and operates under a written charter adopted by the Board of Directors. A

copy of the Audit Committee Charter may be found on the Company's website,www.corporate.ford.com. The Audit Committee selects, subject to shareholder ratification, the Company's independent registered public accounting firm.

Ford management is responsible for the Company's internal controls and the financial reporting process. The independent registered public accounting firm, PricewaterhouseCoopers, is responsible for performing independent audits of the Company's consolidated


34		~~PROPOSAL 2~~				~~2018 Proxy Statement~~

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, ~~2017.~~2020. 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 ~~external audit~~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, ~~2017,~~2020, filed with the SEC.

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

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


Audit Committee
~~Stephen G. Butler~~John B. Veihmeyer (Chair)		Beth E. Mooney
Kimberly A. Casiano		~~John B. Veihmeyer~~ Lynn M. Vojvodich


PROPOSAL 2				~~2018~~2021 Proxy Statement		3539

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide you with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our Named Executives, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. At the 2017 Annual Meeting, ~~you~~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," we seek to closely align the interests of our Named Executives with yours. Our compensation programs are designed to reward our Named Executives for the achievement of short-term and long-term strategic and operational goals, while at the same time avoiding unnecessary or excessive risk-taking. We urge you to read the Compensation Discussion and Analysis on pp. ~~38-60~~42-78 and the other related executive compensation disclosures so that you have an

understanding of our executive compensation philosophy, policies, and practices.

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

Ford management will present the following resolution to the meeting:

"RESOLVED, That the Company's shareholders approve, on an advisory basis, the compensation of the Named Executives, as disclosed in the Company's Proxy Statement for the ~~2018~~2021 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."


3640		PROPOSAL 3				~~2018~~2021 Proxy Statement


CD&A ROADMAP				~~2018~~2021 Proxy Statement		3741


3842		EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement

~~speed up decision-making and become more efficient. It also means developing the capabilities that allow us to compete and win. Winning will be measured~~performance by Company ~~Revenue,~~Adjusted Free Cash Flow, Company Adjusted EBIT, Company Adjusted EBIT Margin, ~~Operating Cash Flow,~~Adjusted Return Onon Invested Capital, and ~~ultimately achieving the top quartile~~Company Revenue, as well as comparing our Total Shareholder Return ("TSR") with that of ~~TSR among~~ our peer group. ~~We started our transition in 2017, and 2018 will be the year in which we set the foundation for our future of becoming the world's most trusted mobility company.~~ The graphic below shows our operational performance over the past several years. While the unpredictable consequences of the COVID-19 pandemic drove our key financial metrics down in 2020, we recognize that our operational performance over the past several years has been disappointing. Under The ~~data shows~~Plan, we ~~have built~~intend to turn our business around and grow our revenue, adjusted EBIT margin, and adjusted free cash flow each year. Throughout 2020, we were proactive in our response to COVID-19's impact on our business and demonstrated discipline in the management of our balance sheet. We continued to maintain strong liquidity to bolster financial flexibility in these uncertain times by, among other things, drawing, extending the maturity of, and subsequently repaying our corporate and supplemental revolving credit facilities and issuing $8 billion of unsecured debt. Despite the negative effect of the global COVID-19 pandemic, we ended 2020 strongly, with year-over-year improvements in both our automotive and credit businesses in the fourth quarter. We achieved better results in the second, third, and fourth quarters of 2020 than we had forecast after the onset of the COVID-19 pandemic and we ended 2020 with $30.8 billion in cash and a ~~strong foundation on which to launch our strategic choices for the future.~~total of $46.9 billion in liquidity, both significantly higher than year-end 2019.


**EXECUTIVE COMPENSATION		~~Includes $0.05 supplemental dividend~~		2021 Proxy Statement		43

~~IMPROVING OUR FITNESS TO FINANCE OUR GROWTH~~ The performance result of the 2020 Incentive Bonus Plan was 23% and the performance result of the 2018 Performance Unit grant was 17%. These low performance results were driven in part by the negative effect of COVID-19 on the Company's 2020 performance. See 2020 Incentive Bonus Plan Performance Results on pp. 63-65 and 2018 Performance Unit Results on pp. 74-76. The actual outcomes across these compensation elements reflect our commitment to tying executive compensation to Company performance.

~~The information in this Performance Section shows we continue to deliver impressive results over a sustained time period.~~ In order to ~~create greater value for our stakeholders, it is important that we refocus our revenue sources and attack costs~~recognize the extraordinary efforts of employees, as well as ~~redesign our business operations~~strategic and operational performance in the face of the global COVID-19 pandemic, in February 2021, the Compensation Committee approved a Pandemic Response Award for Incentive Bonus Plan-eligible employees, which was paid in cash to ~~take advantage~~employees other than corporate officers and paid in the form of ~~future growth opportunities. The graphics~~Time-Based Units with a one-year cliff vest for corporate officers, including Named Executives. See Pandemic Response Award on pp. 66-69.

CREATING VALUE

Set forth below ~~show~~are some of our 2020 achievements against certain elements of The Plan. We will continue to execute on The Plan as we strive to deliver superior shareholder returns through focused automotive, electrification, and high-growth mobility initiatives.

The Plan: Care for Each Other

•: As part of our "Project Apollo" initiative to address social needs created by the global pandemic, and in partnership with the United Auto Workers (UAW) in the U.S., we produced tens of millions of pieces of vital medical and personal protective equipment in 2020, including nearly 100 million face masks, 20 million face shields, 50,000 patient ventilators, 1.6 million washable isolation gowns, and, in collaboration with 3M, more than 32,000 powered air-purifying respirators
•: Additionally, together with our ~~areas~~philanthropic arm, Ford Motor Company Fund ("Ford Fund"), we distributed more than 55 million face masks to nonprofits, Ford dealers, state and local officials, schools, and first responders in all 50 states during the last five months of ~~strength~~2020 — as part of our commitment to donate 120 million masks to at-risk communities by mid-2021
•: Ford Fund invested more than $3 million to assist nonprofits and community organizations in their efforts to address hunger, housing, access to mobility, and other urgent needs related to COVID-19, including more than $1.1 million raised by employees and others through the global COVID-19 Donation Match program
•: We leveraged our ask/listen/observe framework to understand employee sentiment; when we surveyed our employees during 2020 after the onset of the pandemic, 91% of the respondents, which were primarily salaried employees, indicated that Ford's response to the pandemic helped them do what is best for their health and family
•: We conducted a comprehensive audit to guide our Diversity, Equity, and Inclusion initiatives in the U.S. with plans for a global rollout in 2021 to accelerate our improvement of the employee experience and cultivate a culture of belonging
•: We created a COVID-19 return-to-work playbook for manufacturing and non-manufacturing locations that aligns with recommendations from the World Health Organization, the Centers for Disease Control, and country and local health departments, and shared the Playbook publicly as a learning resource for other organizations
•: We distributed 200,000 Return to Work care kits globally
•: We paused social media advertising spend to help encourage social platforms to stop the spread of hate speech and misinformation


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•: Bill Ford was named Automotive News' 2020 Industry Leader of the Year for his role in leading the Detroit 3's response to the pandemic and spearheading Ford's efforts to manufacture personal protective equipment

The Plan: Create Must Have Products and Services

•: We successfully launched three new vehicles that exemplify the new direction of Ford: the all-electric Mustang Mach-E, the redesigned F-150, and the ~~strategic choices~~Bronco Sport
•: Ford was America's best-selling commercial vehicle brand for the 11^th consecutive year
•: Ford Explorer was America's best-selling mid-size SUV
•: Our full-year 2020 F-Series sales totaled 787,422 vehicles, marking its 44^th year in a row as America's best-selling pickup and the 39^th as America's No. 1-selling vehicle
•: Mustang was America's best-selling sports car for the sixth consecutive year
•: FordPass membership increased by nearly 50% to more than nine million globally, offering differentiated customer experiences

The Plan: Turn Around Automotive

•: We completed the first phase of our European business restructuring, producing improved operating performance
•: We completed the sale of the São Bernardo do Campo Plant in Brazil and committed to a plan to exit manufacturing operations in Brazil as part of the restructuring of our South American operations

The Plan: Lead the Electrification Revolution in Areas of Strength

•: We invested approximately $7 billion in electrification from 2016 through 2020
•: Ford was the first company to announce plans for an all-electric van, E-Transit, and an all-electric pickup, F-150
•: The Company broke ground on the Ford Rouge Electric Vehicle Center to house a production line for the 2022 all-electric F-150
•: FordPass app connected Mach-E owners to the largest public charging network in North America, with 16,000 charging stations and growing

FORD TOTAL SHAREHOLDER RETURN ("TSR") PERFORMANCE

As Ford strives to deliver superior shareholder returns, we realize that our TSR has lagged that of our peer group and the S&P 500 over the most recently completed one-, three-, and five-year periods.

Through The Plan, we are ~~making~~working to ~~drive future growth.~~turn around automotive operations, compete like a challenger, and capitalize on our strengths by allocating more capital, more resources, and more talent to our strongest business and vehicle franchises. We plan to win on behalf of our customers and other stakeholders in a new landscape defined by electrification and connected customer experiences.

Our operating performance affects our TSR and we tie both to our incentive plan payouts. Our Performance Unit grants include financial metrics and relative TSR as factors. Our 2018 and 2019 Performance Unit grants include a relative TSR metric with a 25% weighting. Thus, payouts under the 2018 Performance Unit grant, which occurred in March 2021, reflect actual relative TSR performance against our peer group as constituted in 2018. This links performance of our executives to shareholder interests, which is a key tenet of our pay-for-performance philosophy (please see 2018 Performance Unit Results on pp. 74-76 for a discussion of the 2018 Performance Unit payout).


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~~ACHIEVEMENTS~~		~~STRATEGIC CHOICES~~

	~~Launched 11 global products in 2017, including the new Lincoln Navigator and Ford Expedition, the new Focus Electric, and the new F-150~~		~~Increased investment in Flat Rock for purpose-built autonomous vehicle production and accelerated BEV investment~~
	~~In 2017, Ford was America's best-selling vehicle brand for the eighth consecutive year~~		~~Signed memorandum~~ In December 2019, the Committee approved changes to the structure of ~~understanding to co-develop midsize and compact SUVs, electric vehicles, and connected car solutions with Mahindra Group in India~~
	~~Ford was the commercial vehicle leader in Europe for the third straight year~~		~~100% of Ford's new U.S. vehicles will be built with connectivity by 2019 and 90% globally by 2020~~
	~~Ford earned the No. 2 ranking of all non-premium brands in 2017's U.S. J.D. Power Initial Quality Study — our best ranking in history~~		~~Entered into a joint venture with Zotye Auto in China to develop a new line of all-electric passenger vehicles~~
	~~F-Series marked its 41~~^st ~~year as America's best-selling pickup, and we announced adding F-150 Diesel to our lineup~~		~~Announced investment in Argo AI, an artificial intelligence company, to augment autonomous vehicles development~~

~~We will pursue these and other opportunities as we strive to deliver superior shareholder returns through focused automotive and high-growth mobility initiatives.~~

FORD TOTAL SHAREHOLDER RETURN ("TSR") PERFORMANCE*

*: The above data are compound annualized returns. The "TSR Peer Group" referenced above is the peer group we used in our 2017 Performance Unit grants. The TSR Peer Group of companies is more closely aligned with our business (global automotive and manufacturing) than the compensation survey group listed on p. 45 because our TSR performance is more competitively aligned with those companies, while our compensation peer group is more closely aligned with the market for our executive talent. See Performance Unit Grants discussion on pp. 55-56 for a description of the TSR Peer Group.

~~The chart above indicates that our TSR performance has lagged that of our peer group and the~~~~S&P 500~~ ~~over the one-, three-, and five-year periods. In 2015~~ our Performance Unit grants, ~~were modified~~beginning in 2020, intended to ~~include~~further incentivize executives to focus on strengthening our business for the long-term.

These changes included replacing the relative TSR asmetric with a ~~factor. Thus, the first payout under the revised program, which occurred in March 2018, reflects actual~~ relative TSR ~~performance against our peer group as constituted in 2015. This reinforces our~~

~~pay-for-performance philosophy (see 2015 Performance Unit Results~~modifier (please see Long-Term Incentive Awards beginning on p. ~~56-57~~70 for a discussion of the ~~2015~~2020 Performance ~~Unit payout)~~Units structure). In 2020, the Committee also utilized stock options, with price-based performance conditions, as a form of performance-based long-term incentive for both the former and current President and CEO and the Executive Chairman in order to appropriately award and incentivize their contributions toward the long-term success of the Company during a transformative year and recognize the number of long-term investments and initiatives being pursued that are expected to benefit the Company beyond the three-year time horizon of the Performance Units.

~~As the graphic on p. 39 shows, our operating results remained consistent in 2017 with positive earnings per share and Automotive Segment Operating Cash Flow.~~ Shareholders have ~~also~~ benefited from our ~~results.~~results over the past several years. Since reinstituting dividends in 2012,

we returned approximately $21.6 billion to shareholders through year-end 2020 through dividends and share buybacks. We maintained our regular quarterly dividend of $0.15 in the first quarter of 2020; however, due to the effects of the COVID-19 pandemic, we suspended the dividend beginning with the second quarter of 2020 and the dividend remained suspended as of the first quarter of 2021. We will reassess the dividend payment in future quarters.

Since 2017, we have ~~returned~~redesigned our business in the face of sweeping technological changes and disruption in the auto industry while seeking to create value for our shareholders. In 2020, we showed resiliency in the face of the global COVID-19 pandemic. We made tough, strategically sound decisions in 2020 that have created durable beneficial changes to our underlying earnings power, including an automotive business that is increasingly positioned to sustainably generate strong free cash flows. We expect that financial flexibility to allow us to make the right investments for long-term profitable growth and value creation.*

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


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~~$15 billion to shareholders through year-end 2017 through dividends and share buybacks. In 2017, we maintained our regular quarterly dividend of $0.15 per share and paid~~SUMMARY OF 2020 EXECUTIVE COMPENSATION

The information below is a supplemental dividend of $0.05 per share in the first quarter of 2017. In the first quarter of 2018, we paid a supplemental dividend of $0.13 per share and maintained the $0.15 per share regular dividend.

~~For 2018, we expect Company revenue to be about flat to up modestly as favorable Company-specific drivers more than offset slightly lower volumes in the U.S.~~

~~We expect adjusted EPS in the range of $1.45 to $1.70. The low end~~high-level summary of the ~~range reflects~~key components of compensation paid to the ~~normal volatility we could see from recalls~~Named Executives in 2020 and ~~further pressure from exchange rates and commodity prices. It also recognizes potential challenges~~is not an exhaustive list of all compensation actions taken in ~~fully delivering the recovery actions we have developed and deployed to offset the~~

~~adverse year-over-year impact~~2020. The details of ~~commodities and exchange. We also expect:~~

•: ~~Automotive profit to be flat to lower than in 2017 with continued headwinds from commodities and exchange rates, and higher market factors driven by mix and net pricing;~~
•: ~~Mobility to have a higher loss due to increased investments in autonomous vehicles and mobility-related capabilities and services; and~~
•: ~~Ford Credit profit to remain strong but lower than 2017 due to adverse financing margin from interest rates and derivative revaluation.~~

~~We expect to generate positive Company operating cash flow, though lower than 2017, driven by adverse working capital and unfavorable timing~~these and other differences.*compensation actions are set forth under the appropriate discussion headings throughout this CD&A.



Element of Compensation	Percent of Total Target Compensation*	Highlights

Base Salary	18%	• Several Named Executives received base salary increases in connection with accession to new positions or expansion of responsibilities (pro-rated for time in service in the applicable role)
Annual Cash Incentive Awards	20%	• The 2020 Incentive Bonus Plan paid out with a performance result of 23% for corporate officers including the Named Executives
Pandemic Response Award	**	• In February 2021, in recognition of strategic and operational accomplishments in 2020, the Compensation Committee approved the use of a performance result of 50% to create a supplemental budget for calculating Incentive Bonus Plan awards for non-officer employees • In lieu of increasing the amount of cash paid to corporate officers under the Incentive Bonus Plan, the Committee awarded corporate officers, including the Named Executives, with Time-Based Units with a one-year cliff vest and a grant date value equivalent to an Incentive Bonus Plan payout with a 27% performance result (the balance between a 50% performance result and the 23% performance result earned through the Incentive Bonus Plan), differentiated based on individual contributions to certain elements of the Company's COVID-19 response
Long-Term Incentive Awards	62%	• Most Named Executives received 60% Performance-Based Units and 40% Time-Based Units • In recognition of the number of long-term investments and initiatives being pursued that are expected to benefit the Company beyond the three-year time horizon of the Performance Units, our former President and CEO and our Executive Chairman received 60% Performance-Based Units and 40% stock options that are subject to a price-based performance condition based on the average closing price of the Company's common stock during the month of December 2019, which was nearly 50% higher than the closing price on the grant date of the stock options • 2018-2020 Performance Units paid out with a performance result of 17%
Other Awards	**	• Mr. Farley received an accession award of stock options (subject to the same price-based performance condition as the stock options granted to Messrs. Ford and Hackett) in connection with his accession to President and CEO • Mr. Thai-Tang received an award of Time-Based Units with a one-year cliff vest in connection with an expansion of his responsibilities

*: ~~Please refer to Appendix II~~As discussed under the appropriate discussion headings throughout this CD&A, Tim Stone's employment agreement provided for a target compensation mix that differed from the target compensation mix for our ~~Cautionary Note on Forward Looking Statements.~~other Named Executives.
**: The Pandemic Response Award and Other Awards are not elements of the total target compensation.


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COMPENSATION PHILOSOPHY AND STRATEGY

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

The Compensation Committee ~~adopted~~of the ~~following with respect~~Board of Directors regularly reviews the Global Philosophy, Strategy, and Guiding Principles and adopts changes as necessary to ~~all salaried employees:~~reflect our overall strategic direction and reinforce that compensation practices are tied to our strategy and performance.

Global Compensation and Benefits Philosophy: Ford Motor Company was built on the belief that freedom of movement drives human progress. It is a belief that has always fueled our passion to create great cars and trucks. And today, it drives our commitment to become the world's most trusted company, designing smart vehicles for a smart world that help people move more safely, confidently and freely. We cannot compete for the future we envision unless we are fit in all aspects of our business.

Attracting, retaining, and developing amazing talent that is empowered to work together to compete and win is a fundamental aspect of our fitness. A core principle of our talent management strategy is a longstanding commitment to equal opportunity in all aspects of employment, including the way Ford compensates its employees.

Compensation and benefits programs are an important part of the Company's employment relationship, which also includes challenging and rewarding work, growth and career development opportunities, and being part of a leading company with a diverse workforce and great products. Ford ~~is a global company with consistent~~strives to have these features as part of its compensation and ~~benefits practices~~benefits:

•

A consistent framework that ~~are~~is affordable ~~for~~to the business.

~~Pay~~

•

A pay for performance ~~is fundamental to our compensation philosophy. We reward~~focus — individuals are rewarded for performance and contributions to business success. ~~Our compensation~~

•

Compensation is fair and ~~benefits~~equitable, irrespective of gender, race, or similar personal characteristics.

•

A total package ~~in total~~that will be competitive with leading ~~companies in each country.~~

companies.

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

GUIDING PRINCIPLES

•: Pay Equity. Ford employee compensation in each market should be fair and equitable, irrespective of gender, race, or similar personal characteristics. This applies to all forms of pay, including base salary, incentives, bonuses, and other forms of compensation.
•: Performance Orientation. Compensation programs should support and reinforce a pay-for-performance culture. They should motivate and reward employees for achieving desired business results. Benefit programs should provide income security and support/protect for catastrophic loss.

•: Competitive Positioning.Competitive compensation and benefit programs are critical to attracting, motivating, and retaining a high performing workforce. We target the average competitive level of automotive and other leading companies within the national market,


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including large automotive, leading multinational, and other selected companies, as appropriate. Competitiveness will be measured based on program value to employees relative to the comparator group. When business conditions are such that our incentive programs do not provide competitive compensation on a longer-term basis, we will use short-and long-term retention programs to ensure the Company retains key employees who enable the Company to respond successfully to financial and operational challenges.

•: Affordability.Compensation and benefits must be affordable to the Company over the medium- to long-term. To the extent possible, compensation and benefit programs will not fluctuate significantly based on short-term business conditions.
•: Desired Behaviors.Compensation and benefit programs should support the Company's business performance objectives and promote desired behaviors.
•: Flexibility.Compensation, benefit, and other related programs should take into account workforce diversity and provide meaningful individual choice where appropriate.
•: Consistency and Stability. It is a Company objective to provide consistent and stable programs globally (subject to legal, competitive, and cultural constraints), particularly for higher level positions. Compensation and benefit programs should have a high degree of consistency within countries (i.e., among various pay levels and employee groups) and should not fluctuate significantly year-over-year. Programs may vary when competitively driven.
•: Delivery Efficiency. Compensation, benefit, and other related programs should be understandable and easy to administer while leveraging economies of scale and technology. They should be implemented in a consistent, equitable, and efficient manner. Programs will be delivered in a manner that is tax-effective to the Company and employees as far as practicable.


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

~~The Philosophy and Strategy statements and Guiding Principles are reviewed by the Committee on a regular basis, and no material changes were made in 2017.~~

In keeping with the above, our total direct compensation for Named Executives, consisting of base salary, annual cash incentive, and long-term equity incentive, is heavily weighted towards performance.

Base salary represents ~~25% or~~ less than 20% of each Named Executive's target opportunity, and a majority of our executives' target compensation is contingent on meeting incentive plan ~~metrics.~~metrics, with the exception of Mr. Stone, our former Chief Financial Officer, who resigned and separated from the Company in October 2020, and whose employment agreement and executive separation waiver and release agreement are discussed on p. 59.


EXECUTIVE COMPENSATION				2021 Proxy Statement		49

~~OUR VISION AND STRATEGY~~Table of Contents

ELEMENTS OF EXECUTIVE COMPENSATION

~~As noted above, one~~

Element

BASE SALARY

ANNUAL CASH
INCENTIVE AWARDS

LONG-TERM
INCENTIVE AWARDS

BENEFITS AND
PERQUISITES

RETIREMENT
PLANS

Purpose

Base Level of
Compensation

Incentive to Drive
Near-Term
Performance

Incentive to Drive
Long-Term
Performance and
Stock Price Growth

Enhance Productivity
and Development

Income Certainty and
Security

Target

Fixed $

Fixed % of Salary

Fixed $ Value
Equity
Opportunity

Variable

% of Salary

Form of Delivery

Cash

Performance Units,*
Time-Based Units*
and Stock Options

Various

Cash

Company
Performance/
Award

0-200%

Performance Units 0-200%

*: A Performance Unit is an award of the ~~primary objectives~~right to earn up to a certain number of ~~our~~shares of common stock, Restricted Stock Units, or cash, or a combination of cash and shares of common stock or Restricted Stock Units, based on performance against specified goals established by the Compensation Committee 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 Committee.

MANAGEMENT RECOMMENDATIONS

The Committee considers recommendations from the Executive Chairman, the President and CEO, and the Chief People and Employee Experiences Officer in developing compensation ~~program is to drive~~plans and evaluating performance of executive ~~behavior to accomplish key strategic goals. For 2017, our~~officers. The Committee's independent consultant also provides advice and analyses on the structure and level of executive compensation (see Compensation Committee Operations on pp. 17-18). Our senior leadership team ~~further~~established our corporate priorities and developed the ~~Company's strategic priorities under~~2020 business plan metrics, which were approved at the ~~strategy~~December 2019 Board meeting. Our Human Resources and Finance departments developed the incentive plan performance weightings, targets, and payout ranges in support of ~~transforming Ford~~the business plan and in December 2019 presented the recommendations to ~~an auto~~the Committee for approval, with final decisions on the

design of our incentive plans and ~~mobility company. Our strategy to accomplish our vision is to deliver superior shareholder returns through focused automotive and high-growth mobility businesses, building on Ford's unique legacy~~all major elements of ~~advancing human progress through a culture driven~~compensation, as well as total compensation for each executive officer, made by the ~~customer, technology,~~Compensation Committee at the February and ~~business model innovation.~~

~~Given~~March 2020 meetings. However, the ~~consistency~~rapid outbreak of COVID-19 as a global pandemic in March 2020 and the resulting economic and operational challenges disrupted the usual compensation planning cycle and required the Compensation Committee to continue to review and, with respect to compensation for our ~~priorities, in 2017~~Executive Chairman and our President and CEO, refine these decisions throughout the year. Throughout 2020, as the Company dealt with the impact of COVID-19, the Committee ~~again decided~~continued to ~~emphasize Automotive Segment Revenue, Automotive Segment Operating Cash Flow, Automotive Segment Operating Margin, Ford Credit Profit Before Tax,~~consider recommendations from the Executive Chairman, the President and ~~Quality. We believe these metrics drive profitability, which will fund our investment in emerging opportunities to achieve future growth.~~

~~We evaluate~~CEO, and the ~~long-term success~~Chief People and Employee Experiences Officer, with advice and analysis provided by the Committee's independent consultant.


50		EXECUTIVE COMPENSATION				2021 Proxy Statement

Table of ~~our strategy by measuring TSR. Management undertook a study of the~~Contents

key drivers of TSR in our industry, including discussions with investors. In our view, TSR in our industry is generated through revenue growth, strong operating margins, sustainable dividends, and a strong investment grade balance sheet. Our strategy and our performance-based incentive plan metrics are aligned with these factors.

As discussed in greater detail below, performance in these critical areas drove the compensation decisions related to our Incentive Bonus Plan and Performance Units for Named Executives for 2017. For more detail on these metrics and how they were used in our incentive programs, see the table on p. 44 and refer to Annual Cash Incentive Awards on pp. 51-53 and Long-Term Incentive Awards on pp. 54-57.

PERFORMANCE-BASED INCENTIVE PLANS

~~As we have for many years, in 2017 we tied~~We tie our executive compensation to performance against defined metrics aligned with our strategic objectives. ~~We informed you~~The metrics used in our 2016 CD&A of the significant changes to our Performance Unit grants beginning in 2015. By increasing the performance period from one to three years, the Committee incentivizes executives to focus on strengthening our business for the long-term. The inclusion of a relative TSR metric more closely aligns executive compensation with the performance of our stock price as compared to our peers and with your interests in stock price appreciation. The Committee did not include a Quality metric for the Performance Units because of the unreliability of setting Quality targets over a three-year period. However, the Committee maintained a Quality metric in the 2017 Incentive Bonus Plan because of its importance to our reputational value. The remaining metrics in our annual Incentive Bonus Plan and Performance Unit grants ~~are identical because they~~have undergone changes over the years to support our ~~strategic objectives~~business strategies. As we continue to address core business performance in response to the evolving business environment, and ~~are~~invest in a future that is increasingly driven by automation, electrification, and mobility services, the ~~main drivers of TSR~~Committee has continually reviewed the metrics used in our ~~industry.~~performance-based plans and adopted metrics consistent with our strategies on balance sheet strength and shareholder distributions (cash flow), returns and efficiency (company adjusted EBIT and company adjusted EBIT margin), growth (revenue), effectiveness of capital allocation (return on invested capital), and quality.

With those priorities in mind, in December 2019, the Committee approved the metrics and weightings shown in the following table for the 2020 Incentive Bonus Plan and Performance Unit grants. The ~~following chart summarizes~~Committee determined that Adjusted Free Cash Flow should be heavily weighted for both the ~~differences~~2020 Incentive Bonus Plan and the 2020 Performance Unit grants in order to emphasize the importance of cash flow to Company performance, driving transformation and growth, and navigating volatility like the 2020 COVID-related shut-down. The Committee also approved replacing the Adjusted EBIT Margin metric for the Incentive Bonus Plan with an Adjusted EBIT metric in order to avoid using Adjusted EBIT Margin as a financial metric for both the Incentive Bonus Plan and the 2020 Performance Units. Please refer to 2020 Incentive Bonus Plan Performance Results on pp. 63-65 for details on our performance against metrics and payouts under our Incentive Bonus Plan for 2020. Additionally, please refer to 2018 Performance Unit Results on pp. 74-76 for details on our performance against metrics and payouts for the 2018-2020 performance period.

*: The 2020 Performance Unit grants are measured through a mix of internal and external financial metrics over a three-year period. In years one and two, Performance Units are "banked" against performance to internal financial metrics and objectives established at the time of grant for separate one-year performance periods. An external relative TSR modifier over the entire three-year performance period modifies the final award by +/–25%. Please refer to Long-Term Incentive Awards beginning on p. 70 for a discussion of this new structure for the Performance Unit grants and the Compensation Committee's rationale for implementing the design change.

In 2020, the Compensation Committee also determined to utilize stock options, subject to a price-based performance condition, as an element of performance-based long-term incentive compensation for our Executive Chairman and both our former and current President and CEO in order to appropriately award and incentivize their contributions toward the long-term success of the Company during a transformative year and recognize the number of long-term investments and initiatives being pursued that are expected to benefit the Company beyond the three-year time horizon of the Performance Units. Please refer to Long-Term Incentive Awards beginning on p. 70 for additional information.


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~~weightings between the Incentive Bonus Plan and the Performance Unit grants in 2017.~~

Please refer to 2017 Incentive Bonus Plan Performance Results on pp. 52-53 for details on our performance against metrics and payouts under our Incentive Bonus Plan for 2017. Also, refer to 2015 Performance Unit Performance Results on pp. 56-57 for details on our performance against metrics and payouts for the 2015-2017 performance period.

~~MANAGEMENT RECOMMENDATIONS~~

The Committee considered recommendations from the Executive Chairman, the President and CEO, and the Group Vice President — Human Resources, in developing compensation plans and evaluating performance of executive officers. The Committee's independent consultant also provides advice and analyses on the structure and level of executive compensation (see Compensation Committee Operations on pp. 15-16). As noted in~~2. Compensation Determination — Our Vision and Strategy~~ on p. 43, we established our corporate priorities. Our senior leadership team developed the 2017 business plan metrics and targets to support our corporate priorities. Our Human Resources and Finance departments developed the incentive plan performance weightings, targets, and payout ranges in support of the business plan and in December 2016 presented the recommendations to the Committee. Final decisions on the design of our incentive plans and all major elements of compensation, however, as well as total compensation for each executive officer, were made by the Compensation Committee.

COMPETITIVE SURVEY

InTwo competitive surveys are referred to in the CD&A — a December ~~2016,~~2019 Survey that was used to inform 2020 compensation decisions and a December 2020 Survey that is used to compare the ~~Committee reviewed a report analyzing Ford's~~competitiveness of the Named Executives' compensation ~~programs for executives.~~throughout the CD&A. The ~~report was~~reports were prepared by the Company and reviewed by the Committee's independent consultant and ~~was~~were based on information obtained from the Willis Towers Watson Executive Compensation Database.

December 2019 Survey — Input for Setting 2020 NEO Comp. In December 2019, the Committee reviewed a report analyzing Ford's compensation programs for executives compared to our peer group companies.

The Committee used the December 2019 Survey as an input for setting 2020 executive compensation. The report discussed how our executive compensation program compared with those of peer companies on base salary, annual bonus, long-term incentives, and total direct compensation. The survey group compensation data was collected during the second quarter of ~~2016~~2019 and, therefore, reflected any bonuses paid in early ~~2016~~2019 for ~~2015~~2018 performance, as well as equity grants made in early ~~2016.~~2019.

The Committee uses the following criteria to determine the companies included in the survey group:

•: member of the Fortune 100;
•: similar primary business to Ford and/or similar business model (e.g., engineering, manufacturing, sales, financial services, and numerous job matches);
•: particular line of business comprises no more than 20% of the total peer group; and
•: participates in the Willis Towers Watson survey process.

The above criteria ensure that the chosen executive compensation survey group will be representative of Ford's market for talent. The Committee reviews the criteria and survey group annually, and for the December 2019 Survey, Intel remained in the peer group, but was not included in the analysis because it did not participate in the Willis Towers Watson survey

process in 2019. Changes to the survey group are typically minimized in order to support year-over-year data stability and reliability. Our non-U.S. based automotive competitors, other than Fiat Chrysler, do not participate in the Willis Towers Watson survey process. The survey group shown below was the survey group used in the December 2019 Survey that informed 2020 compensation decisions:


3M		General Electric
AT&T		General Motors
Boeing		Honeywell
Caterpillar		IBM
Chevron		Johnson & Johnson
Cisco Systems		Microsoft
Coca-Cola		PepsiCo
ConocoPhillips		Pfizer
DowChemical		United Technologies
DuPont		Valero
ExxonMobil		Verizon
Fiat Chrysler
General Dynamics

While the Committee used the December ~~2016 survey~~2019 Survey data as a reference point, it was not the sole determining factor in executive compensation decisions in ~~2017.~~2020. We generally seek to target total compensation opportunities at or around the survey group's median total compensation. Consistent with our compensation Guiding Principles, we incorporate flexibility into our compensation programs to respond to, and adjust for, changes in the business/economic environment and individual accomplishments, performance, and circumstances.

~~Throughout~~December 2020 Survey — Compare Competitiveness of NEO Comp. In December 2020, the Committee reviewed an additional report analyzing Ford's compensation programs for executives compared to our peer group companies. The December 2020 Survey is used throughout the CD&A when we discuss the competitiveness of the elements of the Named Executives' targeted compensation compared to our survey group. Consequently, the competitiveness comparisons for Messrs. Hackett and Farley do not include the compensation actions taken as a result of our leadership transition in May — that is, Mr. Hackett's $1 million accession award and Mr. Farley's retention Time-Based Unit grant (see pp. 51 and 54). TheThis survey ~~we use for these comparisons is a survey that~~ was ~~compiled~~reviewed in December ~~2017,~~2020 and ~~thus,~~ includes ~~2017~~2020 compensation data of the survey group. ~~This December 2017 survey was also prepared by the Company and reviewed by the Committee's consultant, and based on the Willis Towers Watson Executive Compensation Database.~~

~~The Committee uses the following criteria to determine the companies included in the survey group:~~

•: ~~member of the~~~~Fortune 100~~;
•: ~~similar primary business to Ford and/or similar business model (e.g., engineering, manufacturing, sales, financial services, and numerous job matches);~~
•: ~~particular line of business comprises no more than 20% of the total peer group; and~~
•: ~~participates in the Willis Towers Watson survey process.~~


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The ~~above criteria ensure~~December 2020 Survey group was the same as the December 2019 Survey group except that the ~~chosen executive compensation survey~~December 2020 Survey removed Intel from our peer group ~~will be representative of Ford's market for talent. The Committee reviews the criteria and survey group annually, and for 2016 added Microsoft and Intel~~due to represent the high-tech sector in which Ford is increasingly competing for talent. Changes to the survey group are typically minimized in order to support data stability and reliability. Our non-U.S. based competitors do not participatecontinued non-participation in the Willis Towers Watson survey ~~process. Our~~process and replaced them with Northrup Grumman. Coca-Cola and Caterpillar did not participate in the survey ~~group includes~~this year, so their data is not included in the 2020 analysis, although they remain in the peer group. The following ~~companies:~~Named Executives were included in our analysis of compensation comparisons to that of the survey group:


3M		~~General Dynamics~~
~~Arconic~~		~~General Electric~~
~~AT&T~~		~~General Motors~~
~~Boeing~~		~~Honeywell~~
~~Caterpillar~~		~~IBM~~
~~Chevron~~		~~Intel~~
~~Cisco Systems~~		~~Johnson & Johnson~~
~~Coca-Cola~~		~~Microsoft~~
~~ConocoPhillips~~		~~PepsiCo~~
~~Dow Chemical~~		~~Pfizer~~
~~DuPont~~		~~United Technologies~~
~~ExxonMobil~~		~~Valero~~
~~Fiat Chrysler~~

•: James D. Farley, Jr.*
•: John T. Lawler*
•: Kumar Galhotra

*: Using base salary and target bonus in their current roles and long-term incentives of their predecessors Messrs. Hackett and Stone.

The following Named Executives were excluded from the analysis because the survey database did not contain enough job-position-related ~~matches for Mr.~~matches:

•: William Clay Ford, ~~our Executive Chairman, and Mr. Hinrichs, Executive Vice President and President, Global Operations. Consequently, their compensation was~~Jr.
•: Hau Thai-Tang

The following Named Executives were excluded from ~~our~~the analysis ~~of how the total direct compensation of our Named Executives compares to that~~because they were not executive officers of the ~~survey group.~~ Company in December 2020:

•: James P. Hackett
•: Tim Stone

The ~~2017 survey~~December 2020 Survey results ~~indicated~~indicate that the targeted total direct compensation ~~for Mr. Hackett~~ was ~~slightly below~~at the survey group's ~~median. Targeted total direct compensation was~~median for Messrs. Farley and Lawler, and slightly above the survey group's median for Mr. ~~Farley, while at the median for Mr. Shanks.~~Galhotra. An analysis of how each element of compensation compared to the survey data for ~~2017,~~2020, as well as how the factors described above affected Named Executive compensation decisions during ~~2017,~~2020, is included in the discussion of each compensation element.

INTERNAL PAY EQUITY

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

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

•: ~~"in-the-money" stock options;~~
•: ~~unvested Restricted Stock Units; and~~
•: ~~outstanding Performance Unit grants.~~

The Committee uses this analysis to evaluate the accumulated wealth and retention value in equity of the Named Executives in light of the Company's change in market value. The equity grant values to the Named Executives are at the median of the survey group and, therefore, the Committee believes that our equity-based incentive programs have been effective for attracting, motivating, and retaining executives, as well as incentivize executives to accomplish our strategic objectives.

TAX CONSIDERATIONS

Internal Revenue Code § 162(m). The Tax Cuts and Jobs Act eliminated the deductibility exemption for performance-based compensation under Internal Revenue Code Section 162(m) ~~generally disallows Federal tax deductions~~ for taxable years beginning after December 31, 2017. As a result, all compensation in excess of $1 million paid to the Chief Executive Officer, the Chief Financial Officer, and the next three highest paid officers ~~at year-end (other than the Chief Financial Officer)~~ whose compensation is required to be reported in the Summary Compensation Table of the proxy statement for 2018 and beyond ("Covered Executives"). Certain performance-based compensation is not subject to this deduction limitation. In our case, we believe this exemption applies to certain awards under the Incentive Bonus Plan and the 2008 Plan. Specifically, we believe that Incentive Bonus Plan payments made for 2017 performance and the Final Awards for the 2015 Performance Units were not, and Final Awards related to 2016 and 2017 Performance Units will not be subject to the deduction limit. However, the RSU awards for certain Named Executives discussed on p. 54 could be subject to the deduction limit. Also, any incremental bonuses paid to the Covered Executives (see column (d) of the Summary Compensation Table on p. 62) are subject to the deduction limit. At the 2013 Annual Meeting you approved the performance criteria used in the Incentive Bonus Plan and the 2008 Long-Term Incentive Plan ("2008 Plan") in order to support tax deductibility for awards granted to Covered Executives pursuant to those plans. Additionally, we cannot deduct that portion of any Covered Executive's salary that is in excess of $1 million, or the cost of any perquisites provided todeductible. Once an individual becomes a Covered Executive ~~whose salary exceeds $1 million.~~


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~~Table of Contents~~

~~Generally, we strive to maximize~~for a tax year, that individual will remain a Covered Executive for all subsequent tax years, including tax years after the tax deductibility of our compensation arrangements. In the highly competitive market for talent, however, we believe the Committee needs flexibility in designing compensation that will attract and retain talented executives and provide special incentives to promote various corporate objectives. The Committee, therefore, retained discretion to award compensation that is not fully tax deductible.

The exemption from the Section 162(m) deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017. Accordingly, compensation paid to Covered Executives in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Despite the Committee's efforts to structure the Covered Executives' Incentive Bonus and Performance Units in a manner intended to be exempt from the Section 162(m) deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations

issued thereunder, no assurance can be given that such compensation will satisfy the requirements for exemption. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with our business needs.individual's death.

Internal Revenue Code § 409A. Code Section 409A provides that amounts deferred under nonqualified deferred compensation plans are includible in an employee's income when vested, unless certain requirements are met. If these requirements are not met, employees are also subject to an additional income tax and interest. All of our supplemental retirement plans, severance arrangements, other nonqualified deferred compensation plans, as well as the Incentive Bonus Plan ~~the 2008 Plan,~~ and ~~the proposed 2018~~our Long-Term Incentive ~~Plan (see proposal 4 on pp. 77-83),~~Plans, are intended to meet these requirements. As a result, employees are expected to be taxed when the deferred compensation is actually paid to them.


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

WE DO


		Perform annual say-on-pay advisory vote for ~~stockholders~~shareholders
		Pay for performance
		Use appropriate peer group when establishing compensation
		Balance short- and long-term incentives
		Align executive compensation with stockholder returns through long-term incentives
		Cap individual payouts in incentive plans
		Include clawback ~~policy~~provisions in our incentive grants (see Risk Assessment Regarding Compensation Policies and Practices on pp. 16-17)
		Maintain robust stock ownership goals for ~~executives~~ 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
		~~Include criteria in incentive plans to maximize tax deductibility~~
		Retain a fully independent external compensation consultant whose independence is reviewed annually by the Committee (see ~~Corporate Governance —~~ Compensation Committee Operations on ~~p. 16)~~pp. 17-18)
		Include a double-trigger ~~change-in-control~~change in control provision for equity grants

WE DO NOT


		Provide evergreen employment contracts
		Pay out dividend equivalents on equity awards during vesting periods or performance periods
		Maintain individual change in control agreements for Named Executives (other than the provisions included in Mr. Farley's employment agreement discussed on p. 59 and footnote 7 on p. 92).


		~~Maintain individual change-in-control agreements~~ ~~for Named Executives~~
		Reprice options
		Allow officers to hedge their exposure to Ford common stock

ANNUAL COMPENSATION RISK ASSESSMENT

We reviewed and discussed the findings of a risk assessment of these and other compensation policies and practices with the Compensation Committee, which also reviewed and discussed the findings with the Committee's independent consultant, and concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our strategic objectives 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 (see Risk Assessment Regarding Compensation Policies and Practices on ~~p. 15)~~pp. 16-17). Consequently, we did not make

any significant changes to our executive compensation practices for ~~2017~~2020 as a result of our compensation risk ~~analysis.~~assessment; however, we did make changes to our executive compensation practices in 2020 that were unrelated to the compensation risk assessment. See Long-Term Incentive Awards beginning on p. 70.

TIMING OF EQUITY AWARDS

Annual grants of equity awards are typically determined at a February and/or March Compensation Committee ~~meeting.~~meetings with an effective grant date in March (in order to allow enough time for preparation of notification materials). At that time, data for previous performance


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periods are available to determine the ~~amount~~size of the Final Awards. The Committee also decides the effective date of the Final Awards, and the annual equity-based grants of Time-Based Units, Performance Units, and Performance Units. In order to allow enough time for preparation of notification materials, the Committee approved the annual 2017 equity-based grants on February 8, 2017, and approved an effective grant date of March 2, 2017. A similar practice was followed in previous years.stock options, if any. This timing allows for the grants to be effective after the release of earnings information for the prior fiscal year when the public is aware of the information and the information is reflected in the stock price used to value the awards.


~~EXECUTIVE COMPENSATION~~				~~2018 Proxy Statement~~		47

~~Table~~Under the terms of ~~Contents~~the Long-Term Incentive Plan, the exercise price of options will be the closing price of our common stock on the date of grant. For exercise prices of the 2020 option grants, see column (l) of the Grants of Plan-Based Awards in 2020 table on p. 83. If a stock option grant date would occur during a trading blackout period, the stock option grant will be effective the day after the blackout period expires.

The Committee does not time equity grant dates to affect the value of compensation either positively or negatively. Executive officers do not play a role in the selection of grant dates. Special grants, whether approved by the Compensation Committee for executive officers, the Office of the Chairman and Chief Executive for non-executive officers, or the Long-Term Incentive

Compensation Award Committee for non-officers, are effective either on a specified future date (e.g., a date that coincides with a promotion or hiring date, or quarterly grant date), or

the date of approval. In the case of an approval by written consent, the grant date cannot be earlier than the date when the Committee member approvals have been obtained. See~~Corporate Governance —~~ Compensation Committee Operations at pp. ~~15-16~~17-18 for more information on the Long-Term Incentive Compensation Award ~~Committee.~~Committee and the Office of the Chairman and Chief Executive.

From time to time, special circumstances may cause the Committee to grant annual equity awards outside of the annual February or March timeline. In 2020, the Committee chose to delay 40% of the annual equity awards for Messrs. Ford and Hackett until July 2020 as the Committee evaluated the impact of the global COVID-19 pandemic on the Company. See Long-Term Incentive Awards beginning on p. 70. In such circumstances, the Committee continues to adhere to its practices of not timing equity grants to take advantage of material non-public information or affect the value of compensation either positively or negatively.

COMPENSATION PLANNING CYCLE

The graphic below shows our annual compensation planning cycle.


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STOCK OWNERSHIP GOALS

~~For several years the~~The Compensation Committee ~~has imposed~~imposes stock ownership goals for executives at orand above the Vice President level to further align the interests of executives with those of shareholders. An executive has five years from taking his or her position to achieve the relevant officer level goal. The following table shows the ~~officer level~~Named Executives and their respective ownership ~~goal.~~goals. We review progress toward achievement of the ownership goals periodically. All forms of stock ownership — including directly and indirectly owned shares of common stock, ~~Final Awards of Restricted~~

~~Stock~~Time-Based Units, and units that are based on common stock (excluding stock options and

unearned Performance Units) — count toward the goal. As of ~~March 6, 2018,~~December 31, 2020, all ofNamed Executives employed by the ~~Named Executives~~Company at the time complied with the stock ownership goals.



		Officer Level		Ownership Goal

		Executive Chairman and President & CEO		6X Salary
		~~Executive Vice Presidents~~Chief Financial Officer		3X Salary
		~~Group Vice Presidents~~Chief Product Platform & Operations Officer		2X3X Salary
		~~Vice Presidents~~President, Americas and International Markets Group		1X3X Salary


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NAMED EXECUTIVE OFFICERS

~~The~~Our 2020 Named Executives are:

•: ~~James P. Hackett, President and Chief Executive Officer~~
•: ~~Robert L. Shanks, Executive Vice President and Chief Financial Officer~~
•: ~~William Clay Ford, Jr., Executive Chairman~~

•: ~~James D. Farley, Jr., Executive Vice President and President, Global Markets~~
•: ~~Joseph R. Hinrichs, Executive Vice President and President, Global Operations~~
•: ~~Mark Fields, Retired President and Chief Executive Officer~~

~~ELEMENTS OF COMPENSATION~~

~~Element~~

~~BASE SALARY~~

~~ANNUAL CASH~~
~~INCENTIVE AWARDS~~

~~LONG-TERM~~
~~INCENTIVE AWARDS~~

~~BENEFITS AND~~
~~PERQUISITES~~

~~RETIREMENT~~
~~PLANS~~

~~Purpose~~

~~Base Level of~~
~~Compensation~~

~~Incentive to Drive~~
~~Near-Term~~
~~Performance~~

~~Incentive to Drive~~
~~Long-Term~~
~~Performance and~~
~~Stock Price Growth~~

~~Enhance Productivity~~
~~and Development~~

~~Income Certainty and~~
~~Security~~

James D. Farley, Jr.

President and Chief Executive Officer*

~~Target~~

John T. Lawler

~~Fixed $~~

~~Fixed % of Salary~~

~~Fixed $ Value~~
~~Equity~~
~~Opportunity~~

~~Fixed $~~

~~% of Salary~~Chief Financial Officer**

William Clay Ford, Jr.

Executive Chairman

Hau Thai-Tang

Chief Product Platform & Operations Officer***

~~Form of Delivery~~

Ashwani "Kumar" Galhotra

~~Cash~~

~~Performance Units~~
President, Americas and
~~Time-Based Units~~

~~Various~~

~~Cash~~ International Markets Group****

James P. Hackett

Former President and Chief Executive Officer*****

Tim Stone

Former Chief Financial Officer******

*: Mr. Farley was elected President and Chief Executive Officer, effective October 1, 2020. Mr. Farley served as President New Businesses, Technology & Strategy from May 1, 2019 until February 29, 2020, and as Chief Operating Officer from March 1, 2020 to October 1, 2020.
**: Mr. Lawler was elected as Vice President, Chief Financial Officer, effective October 1, 2020. Before his election to Chief Financial Officer, Mr. Lawler served as CEO of Ford Autonomous Vehicles and Vice President, Mobility Partnerships since November 1, 2019.
***: Effective October 1, 2020, Mr. Thai-Tang was elected Chief Product Platform & Operations Officer and his responsibilities were expanded to include vehicle connectivity. Mr. Thai-Tang served as Chief Product Development and Purchasing Officer from June 1, 2017 until October 1, 2020. His responsibilities were expanded to include, among other things, Enterprise Product Line Management and Connectivity, effective March 1, 2020.
****: Effective April 1, 2020, Mr. Galhotra was elected President, Americas and International Markets Group. Before becoming President, Americas and International Markets Group, Mr. Galhotra served as President, North America since March 1, 2018. His responsibilities were expanded, effective October 1, 2020, to include Customer Experience, Lincoln, Marketing, Quality, Manufacturing Operations and Ford Customer Service Division ("FCSD").
*****: Effective October 1, 2020, Mr. Hackett retired from his role as President and Chief Executive Officer of Ford and, in order to ensure a smooth transition of CEO leadership, began serving as an Advisor to Ford, reporting to the Executive Chairman, from October 1, 2020 until his retirement from Ford on March 31, 2021.
******: Effective October 1, 2020, Mr. Stone resigned from his role as Vice President, Chief Financial Officer, in order to pursue a new opportunity, and provided transition services until he separated from the Company effective October 15, 2020.

2020 COMPENSATION HIGHLIGHTS

The discussion below includes compensation highlights for 2020 and is not an exhaustive list of all compensation actions taken in 2020. The details of these and other 2020 compensation actions are set forth under the appropriate discussion headings throughout the CD&A.

Annual Base Salary

Fixed base level of compensation

•: Several Named Executives received base salary increases in connection with accession to new positions or expansion of responsibilities (pro-rated for time in service in the applicable role).
•: In March 2020, the Compensation Committee determined to defer 20-100% of the base salaries of 300 of our senior executives, including our Named Executives, effective May 1, 2020, until the Company repaid at least $7 billion of our Automotive debt.

~~Company~~
~~Performance/~~
~~Award~~

EXECUTIVE COMPENSATION

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: These deferrals included 100% of Mr. Ford's salary, 50% of the salaries of each of Messrs. Farley, Thai-Tang, Hackett, and Stone, and 30% of the salaries of each of Messrs. Lawler and Galhotra.
•: The Company successfully repaid $7 billion of its Automotive debt in September 2020 and, in October, the Company restored full payment of base salaries and paid the deferred portion of salaries to officers in a lump-sum payment.

Annual Cash Incentive Awards

Cash incentive to drive near-term performance with variable payout opportunities based on annual performance against financial and quality metrics

•: Several Named Executives had cash incentive target (% of salary) increases in connection with accession to new positions or expansion of responsibilities (pro-rated for time in service in the applicable role).
•: Financial metrics and objectives were approved in December 2019 and February 2020 based on the Company's 2020 business plan that was approved before COVID-19 reached the pandemic stage.
•: 2020 performance results were low: 23% (driven in part by the impact of COVID-19 on the Company's performance), resulting in correspondingly low payouts.
•: In February 2021, in recognition of strategic and operational performance during 2020 in the face of the COVID-19 pandemic, the Compensation Committee approved the use of a performance result of 50% to create a supplemental budget for calculating Incentive Bonus Plan awards for non-officer employees (see Pandemic Response Award on pp. 66-69).

Long-Term Incentive Awards

Long-term equity incentives in the form of Time-Based Units, generally with a three-year vesting schedule, Performance Units with a three-year performance period, and, in 2020, stock options, subject to a performance condition, for both the former and current President and CEO and the Executive Chairman

•: In December 2019, the Compensation Committee approved a new design for Performance Units granted in 2020 intended to further incentivize executives to focus on strengthening our business for the long-term.
•: Stock options were utilized as an element of long-term performance-based incentive for both the former and current President and CEO and the Executive Chairman for the first time since 2015 and are subject to a performance condition of twenty consecutive days of a closing price on the New York Stock Exchange of $9.24 (which was the average closing price of Ford common stock on the New York Stock Exchange during the month of December 2019 and a nearly 50% increase over the Ford common stock closing price on the date of the grants to Messrs. Ford and Hackett).

•

Most Named Executives received annual equity awards in March consisting of 60% Performance Units and 40% Time-Based Units.

•

Messrs. Ford and Hackett received annual equity awards consisting of 60% Performance Units granted in March and 40% stock options, subject to the price-based performance condition discussed above, granted in July.

•: The aggregate value of the annual equity awards for Messrs. Ford and Hackett was approved in March 2020.
•: The delay in the grant of the 40% portion of the annual equity awards was driven by the Committee's need to assess the impact of the global COVID-19 pandemic on the Company and the structure for the awards. The 40% portion of the awards were granted after the Company recorded second quarter results that were better than had been anticipated at the onset of the global COVID-19 pandemic.

•

Messrs. Farley and Thai-Tang received additional long-term incentive awards in connection with Mr. Farley's accession to President and CEO and Mr. Thai-Tang's expansion of responsibilities, respectively.

•

Mr. Stone forfeited certain long-term incentive awards and retained certain others in connection with his resignation and separation from the Company in October 2020.

•

2018-2020 Performance Units grant performance was low: 17%, resulting in correspondingly low payouts.

•

In March 2021, in recognition of strategic and operational performance in 2020 in the face of the COVID-19 pandemic and in lieu of the supplemental Incentive Bonus Plan cash bonus opportunity that the Compensation Committee approved for non-officer employees, Named Executives received Pandemic Response Awards in the form of Time-Based Units with a one-year cliff vest and a grant date value equivalent to an Incentive Bonus Plan payout with a 27% performance result (the balance between a 50% performance result and the 23% performance result earned through the Incentive Bonus Plan), subject to differentiation based on individual contributions to certain elements of the Company's COVID-19 response (see Pandemic Response Award on pp. 66-69).

~~0-200%~~

~~Performance Units 0-200%~~

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James D. Farley, Jr. — Employment Agreement

Upon Mr. Farley's election as President and Chief Executive Officer, effective October 1, 2020, Mr. Farley and the Company entered into an employment agreement, dated August 3, 2020, pursuant to which he was provided certain compensation and benefits, the details of which are explained under the appropriate discussion headings throughout the CD&A. In addition to those descriptions, Mr. Farley received the following compensation and benefits:

•: Accession award of $4 million stock options, subject to the same price-based performance condition as the stock options granted to Messrs. Ford and Hackett;
•: Base salary of $1,700,000 (pro-rated for time in position);
•: 2020 Incentive Bonus Plan Target of 200% (pro-rated for time in position); and
•: Severance arrangements if, within 5 years of his appointment as President and CEO, his employment is terminated by the Company for reasons other than "for cause" or there is a change in control of the Company accompanied by a termination of his employment for "good reason", which arrangements consist of (i) one year of base salary plus annual bonus target and (ii) removal of any outstanding vesting requirements on his $4 million accession stock option grant. These severance arrangements are contingent upon Mr. Farley agreeing to a two-year non-compete provision and delivering an acceptable waiver and release. (See Exhibit 10-N to Ford's Annual Report on Form 10-K for the year ended December 31, 2020 and footnote 7 to the Potential Payments Upon Termination or Change in Control Table on pp. 90-92.)

Tim Stone — Employment Agreement and Executive Separation Waiver and Release Agreement

When Mr. Stone joined the Company on April 15, 2019 as a Vice President and was elected Chief Financial Officer, effective June 1, 2019, Mr. Stone and the Company entered into an employment agreement pursuant to which he was provided certain compensation and benefits, the details of which are explained under the appropriate discussion headings throughout the CD&A to the extent that they apply to his 2020 compensation (see Exhibit 10-M to Ford's Annual Report on Form 10-K for the year ended December 31, 2020). Pursuant to the terms of his employment agreement, in March 2020, Mr. Stone received an annual equity award consisting of 33% common stock, with the remaining 67% percent of the award consisting of 60% Performance Units and 40% Time-Based Units. Effective October 1, 2020, Mr. Stone resigned from his role as Vice President, Chief Financial Officer, in order to pursue a new opportunity, and provided transition services until he separated from the Company effective October 15, 2020. In connection with his resignation and separation, Mr. Stone and the Company entered into an executive separation waiver and release agreement (see Exhibit 10-M-1 to Ford's Annual Report on Form 10-K for the year ended December 31, 2020). Mr. Stone's salary ceased upon his separation from the Company.

Pursuant to the executive separation waiver and release agreement, in exchange for the waiver of claims and the non-compete, non-disclosure, non-disparagement, and non-solicitation provisions contained therein, the Compensation Committee approved the following compensation actions regarding Mr. Stone: (i) a pro-rated Incentive Bonus Plan award based on full months worked (¹⁰/12), his payout target ($1,350,000), and the actual 2020 performance factor, as determined by the Compensation Committee in 2021, (ii) eligibility to participate in the Pandemic Response Award, as determined by the Compensation Committee in 2021, (iii) retention of 152,090 Time-Based Units vesting in April 2021 (the second tranche of the 2019 Time-Based Units accession award), and (iv) retention of 57,461 Time-Based Units that vested in March 2021 (the first tranche of the 2020 Time-Based Units grant). Mr. Stone forfeited the third and final tranche of the 2019 accession award (156,699 Time-Based Units), the second and third tranches of the 2020 Time-Based Units grant (116,664 Time-Based Units), and the 2020 Performance Unit grant (261,186 2020 Performance Units). The Committee believes that allowing Mr. Stone to retain the grants noted above and be eligible to participate in the Pandemic Response Award, in exchange for his agreements in the executive separation waiver and release agreement and his cooperation in the transition of his duties to Mr. Lawler, was reasonable and beneficial to the Company and its shareholders.

James P. Hackett — Retirement

On August 4, 2020, the Company announced that Mr. Hackett would retire as President and Chief Executive Officer effective October 1, 2020. To enable a smooth transition during a time of volatility in the automotive industry and the global economy, Mr. Hackett agreed to serve as Advisor to the Company, reporting to the Executive Chairman, from the date of his retirement through March 31, 2021, and the


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Committee agreed to continue Mr. Hackett's existing compensation during his service as Advisor, with the exception that he would not have access to private aircraft for personal travel. Mr. Hackett also remained eligible to participate in the Pandemic Response Award and for a 2021 equity grant in his position as Advisor to the Company, each in the Committee's discretion. The

Committee believes that this arrangement was reasonable and beneficial to the Company and its shareholders given Mr. Hackett's commitment to enabling a smooth and efficient CEO transition during a time of volatility across the automotive industry and the global economy.


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EXECUTIVE OFFICER TARGET OPPORTUNITY MIX

To achieve our objectives and to support our business strategy, compensation paid to our executives is structured to ensure that there is an appropriate balance among the various forms of compensation. The Committee attempts to strike appropriate balances by analyzing the competitive market for executive talent, our business results and forecasts, and our key strategic

goals for the year.

The ~~charts below,~~following comparisons, derived from the ~~Willis Towers Watson survey data,~~December 2020 Survey, show the various balances weour target opportunity mix achieved among our executive officer group (which includes officers in addition to the Named Executives) compared to the balances achieved by the survey group:


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

BASE SALARY

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

•: the individual's job duties, performance, and achievements;
•: similar positions of responsibility within the Company (internal pay equity);
•: job tenure, time since last salary increase, retention concerns, and critical skills; and
•: level of pay relative to comparable positions at companies in the survey group.

The Compensation Committee reviews salaries of the Named Executives annually and at the time of a promotion or other major change in responsibilities. Our competitive survey results for 2017 indicated that salary for Mr. Hackett was above the survey group's median. Mr. Shanks was at the median of the comparator group, and Mr. Farley was above the median of the survey group.

We believe that paying base salaries at or above the competitive survey is appropriate to retain executives throughout the business cycle.

The Committee decided ~~that granting merit increases for salaried employees would recognize the continued progress made in transforming Ford~~not to an auto and mobility company. Consequently, the Committee decided to provide merit salary increases effective April 1, 2017, for Messrs. Shanks, Hinrichs, and Farley generally consistent with the 3.0% average meritgrant annual salary increases for ~~our salaried employees.~~ Mr. Hackett received a salary increase from $716,000 to $1.8 million upon his accession to the role of President and CEO. In addition, Mr. Farley received a 4.9% increase to base salary in June in light of internal pay equity considerations and the assumption of new responsibilities.

~~In line with the 2015 Committee discussions affirming that a significant portion of Mr. Ford's compensation should be equity-based, the Committee~~ and Mr. Ford ~~elected to reduce~~in 2020 given the relative competitiveness of Mr. Hackett's salary (the December 2019 Survey results indicated that Mr. Hackett's salary was above the median) and the Committee's and Mr. Ford's desire for his base salary ~~from $2.0 million~~ to ~~$1.5 million in 2016, and~~remain stable over the value of this reduction was applied to his 2016 equity-based compensation grant. In 2017, the Committee reviewed competitive pay relationships of Executive Chairmen and company CEOs and considered the critical role Mr. Ford will play as the Company continues to implement its mobility strategy and transitions the organization to realize the opportunity. As a result of this review, the Committee increased Mr. Ford's annualpast several years.

The following Named Executives received base salary ~~to $1.7 million.~~


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increases in 2020 in connection with increases in responsibilities and position changes:

~~Table of Contents~~James D. Farley, Jr.

~~ANNUAL CASH INCENTIVE AWARDS~~

As noted in Performance-Based Incentive Plans on pp. 43-44, the Committee decided to use corporate metrics for our Incentive Bonus Plan. The corporate metrics and weightings incentivize our executives to work together as a team in achieving common objectives that advance our strategic objectives and enhance TSR. In addition, corporate metrics in a global enterprise recognize the regional trade-offs that are frequently required to ensure overall corporate success on Automotive Segment Operating Margin, Automotive Segment Operating Cash Flow, and Automotive Segment Revenue. While the Committee generally established corporate metrics, the Quality metric was based on the weighted average of individual market and Business Unit objectives. In 2017, the Committee set a formula that was based on the metrics set forth in the chart to the right for the Named Executives:

~~The Named Executives and their respective Incentive Bonus targets for the 2017 performance period were as follows:~~



		~~Name~~		~~Target as % of Salary~~

		~~James P. Hackett~~		~~200%~~
		~~Messrs. Shanks, Hinrichs, Farley~~		~~100%~~
		~~William Clay Ford, Jr.~~		~~59%~~
		~~Mark Fields~~		~~200%~~

The Committee established targets for executive officers based on the individual's level of responsibility, competitive compensation data, pay equity considerations among the executive officers, past target amounts, as well as the need for flexibility to motivate and reward exceptional performance while maximizing the deductibility of compensation by following the shareholder-approved terms of the Incentive Bonus Plan. In accordance with prior practice for the President and CEO position, the Committee established the target of 200% ofapproved two base salary ~~for Mr. Hackett when he assumed that position. The bonus target percentage for Mr. Hackett was above the survey group's median, while the targets~~increases for Mr. Farley in 2020. The first increase, effective March 1, 2020, was ~~slightly above the median and Mr. Shanks was slightly below the survey group's median.~~

As part of Mr. Hackett's compensation arrangements when he assumed the President and CEO position, he received a $1 million bonus. The Committee believed this was appropriate given the breadth of responsibilitymade in ~~transitioning our business model to become the world's most trusted mobility company, designing smart vehicles for a smart world.~~

~~In light of Mr. Ford's 2016 salary reduction and corresponding increase in~~connection with his ~~equity award grants, the Committee chose to maintain his Incentive Bonus target~~

~~at $1 million, roughly 59% of his current salary. The Committee believes this arrangement is more appropriate for the position of Executive Chairman and focuses his efforts on long-term objectives.~~

~~2017 Incentive Bonus Plan Performance Results~~

~~The amount earned under the Incentive Bonus Plan was determined pursuant to a pre-established sliding scale, based on various levels of achievement for each metric.~~

If minimum performance levels had not been met for all metrics, the payout would have been zero. The scaling is based on a statistical methodology that takes into account historical performance-to-objective for each of the metrics. The Committee believes that a scale which allows a maximum award of 200% of target incentivizes executives to exceed business objectives.

The 2017 Incentive Bonus Plan Performance Results table on p. 52 indicates an overall achievement of 100% for the 2017 performance period. The Committee decided to pay out the Incentive Bonus Plan awards to the Named Executives at the 100% of target level that was achieved (see column (f) of the Summary Compensation Table on p. 62). The Committee believes that the Named Executives' efforts in delivering another strong financial performance during a transitional year warranted a payout at the level achieved.election as


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~~We outperformed~~Chief Operating Officer. The second increase, effective October 1, 2020, was made in connection with his election as President and Chief Executive Officer.





1,100,000	1,400,000	27.3	%	1,700,000	21.4	%

John T. Lawler

The Committee approved a base salary increase, effective October 1, 2020, for Mr. Lawler in connection with his election as Chief Financial Officer.





620,000	1,000,000	61.3	%

Hau Thai-Tang

The Committee approved a base salary increase for Mr. Thai-Tang, effective March 1, 2020, in connection with his assumption of expanded responsibilities, including Enterprise Product Line Management and Connectivity. No additional changes were made to Mr. Thai-Tang's base salary in connection with the ~~Automotive Segment Revenue~~further expansion of his responsibilities to include vehicle connectivity and ~~Ford Credit Pre-Tax Profit metrics due~~the change of his title to ~~higher than expected volumes. We achieved objectives~~Chief Product Platform & Operations Officer, effective October 1, 2020.





950,000	1,200,000	26.3	%

Kumar Galhotra

The Committee approved two base salary increases for ~~Automotive Segment Operating Cash Flow~~Mr. Galhotra in 2020. The first increase, effective April 1, 2020, was made in connection with his appointment as President, Americas and ~~Quality. Lower Adjusted Pre-Tax Profit due~~International Markets Group. The second increase, effective October 1, 2020, was made in connection with the further expansion of his responsibilities to ~~higher commodity costs~~include Customer Experience, Lincoln, Marketing, Quality, Manufacturing Operations and ~~adverse exchange rates led~~FCSD.





660,000	900,000	36.4	%	1,000,000	11.1	%

Tim Stone

The Committee approved a base salary increase for Mr. Stone, effective March 1, 2020, in connection with the expansion of his responsibilities to ~~underperformance in~~include Information Technology. Mr. Stone's salary ceased upon his separation from the ~~Automotive Segment Operating Margin metric.~~Company, effective October 15, 2020.





1,100,000	1,200,000	9.1	%

Our December 2020 Survey results indicate that the salaries of Messrs. Farley and Lawler, with the salary increases described above, are at the median, while the salary of Mr. Galhotra, with the salary increases described above, is slightly above the median. No comparable information was available for Mr. Thai-Tang.

Base Salary Deferral

As ~~discussed~~part of its response to the COVID-19 pandemic, in ~~Management Recommendations on p. 44,~~March 2020, the Compensation Committee ~~determines~~determined to defer 20-100% of the ~~metrics~~base salaries of 300 of our senior executives, including our Named Executives, effective May 1, 2020, until the Company repaid at least $7 billion of our Automotive debt. These deferrals included 100% of Mr. Ford's salary; 50% of the salaries of each of Messrs. Farley, Thai-Tang, Hackett, and ~~targets for our incentive~~Stone; and 30% of the salaries of each of Messrs. Lawler and Galhotra.

The Company successfully repaid $7 billion of its Automotive debt in September 2020 and, in October 2020, restored full payment of base salaries and paid the deferred portion of salaries to officers in a lump-sum payment.

Mr. Ford continued to accrue credited and contributory service under the applicable non-qualified plans during the salary deferral period such that he received the same benefit amounts as if he had been paid a salary under the Ford General Retirement Plan during such period.

Advisor Base Salary

The Compensation Committee determined not to make any changes to Mr. Hackett's base salary for the ~~coming year in December~~period of time that he served as Advisor to the ~~prior year based upon our analysis~~Company. The Committee considered it important to maintain Mr. Hackett's compensation at its existing level given his commitment to enabling a smooth and ~~assumptions at that time. With that backdrop,~~efficient CEO transition during a time of volatility across the ~~Committee maintained~~automotive industry and the ~~2017 Automotive Segment~~

Revenue target at about equal to 2016's target because we expected the U.S. auto market to be slightly lower in 2017. We consider a target to be "about equal" if it is within 5% of the previous year's target or our external guidance. The Automotive Segment Operating Margin and Automotive Operating Cash Flow targets for 2017 were set lower because we expected lower profits in 2017 due to increased investments in emerging opportunities and timing differences in our core automotive business. Ford Credit Profit Before Tax target was set lower in 2017 because we expected lower auction values and increased accumulated depreciation of our lease portfolio. These targets were also consistent with our external guidance for 2017.global economy.

~~2017 INCENTIVE BONUS PLAN PERFORMANCE RESULTS~~

*: The Quality metric has a corporate target, which was a weighted average of the Business Units' quality performance. The weightings for the Quality metric were as follows: North America — 37.8%; South America — 6.9%; Europe — 16.2%; Middle East & Africa — 1.0%; and Asia Pacific — 38.1%. These weightings were based on the planned vehicle sales and registrations of the relevant Business Units for 2017. See the Quality Performance table below for an explanation of the targets and results for the 2017 performance period.


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ANNUAL CASH INCENTIVE AWARDS

As noted in Performance-Based Incentive Plans on p. 51, the Committee applied corporate metrics for our Incentive Bonus Plan. The corporate metrics and weightings incentivize our executives to work together as a team to advance our strategic objectives and enhance TSR. In addition, corporate metrics in a global enterprise recognize the regional trade-offs that are frequently required to ensure overall corporate success on Company Adjusted Free Cash Flow, Company Adjusted EBIT, and Company Revenue. While the Committee generally established corporate metrics, the Quality metric was based on the weighted average of individual market and Business Unit objectives. In December 2019, the Committee set a formula that was based on the metrics set forth in the chart to the right for the Named Executives. Please see Performance-Based Incentive Plans on p. 51 for a discussion of

the weighting of the Company Adjusted Free Cash Flow metric.

The Named Executives and their respective Incentive Bonus targets for the 2020 performance period were as follows:



		Name		Target as % of Salary at December 31, 2020

		James D. Farley, Jr.*		200%
		John T. Lawler*		125%
		Hau Thai-Tang		125%
		Kumar Galhotra*		125%
		William Clay Ford, Jr.		59%
		James P. Hackett		200%
		Tim Stone**		125%

*: Final 2020 target dollar amount was prorated for time of service in each position held during the year as follows: Mr. Farley—200% as President and CEO, 150% as COO, and 125% as President, New Business, Technology & Strategy; Mr. Lawler—125% as Chief Financial Officer and 90% as CEO of Ford Autonomous Vehicles and Vice President, Mobility Partnerships; and Mr. Galhotra: 125% as President, Americas and International Markets Group and 90% as President, North America.
**: Final 2020 target dollar amount was prorated for time of service as Chief Financial Officer.

The Committee established targets for executive officers based on the individual's level of responsibility, competitive compensation data, internal pay equity considerations, and past target amounts, as well as the need for flexibility to motivate and reward exceptional performance. The bonus targets for Messrs. Farley and Lawler, in their roles as President and CEO and Chief Financial Officer, respectively, were at the survey group's median, and the bonus target for Mr. Galhotra, in his role as President, Americas and International Markets Group, was above the survey group's median. No comparable information was available for Messrs. Ford and Thai-Tang.

The Committee chose to maintain Mr. Ford's Incentive Bonus target at $1 million, roughly 59% of his current salary. The Committee believes this arrangement is more appropriate for the position of Executive Chairman than a specific percentage of salary target and focuses his efforts on long-term objectives.

2020 Incentive Bonus Plan Performance Results

The amount earned under the Incentive Bonus Plan was determined pursuant to a pre-established sliding scale, based on various levels of achievement for each metric. If minimum performance levels had not been met for all


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metrics, the payout would have been zero. The scaling is based on a statistical methodology that considers historical performance-to-objective for each of the metrics. The Committee believes that a scale which allows a maximum award of 200% of target incentivizes executives to exceed business objectives.

The 2020 Incentive Bonus Plan Results table below indicates an overall achievement (business performance factor) of 23% for the 2020 performance period. We underperformed on the Company Revenue, Company Adjusted EBIT, and Company Adjusted Free Cash Flow metrics primarily due to the adverse impact of COVID-19 on our operations. We exceeded the Quality metric based on our global quality performance.

The final cash award paid to each Named Executive Officer is subject to adjustment based on individual performance toward key performance indicators and objectives. The Committee determined that the individual performance weighting for each of the Named Executives in 2020 was 100%, except that the individual performance weighting for each of Messrs. Thai-Tang and Galhotra was 127% due to their exceptional performance in 2020 as described under Incremental Bonuses on p. 66. As set forth in more detail under 2020 Incentive Bonus Plan Payout and Pandemic Response TB-RSU Grants on p. 69, the Incentive Bonus Plan payouts for our Named Executives (inclusive of incremental bonuses for each of Messrs. Thai-Tang and Galhotra) were as follows: Mr. Farley: $449,100, Mr. Lawler: $154,400, Mr. Ford: $230,000, Mr. Thai-Tang: $394,000, Mr. Galhotra: $328,000, Mr. Hackett: $828,000, and Mr. Stone: $258,750.

The Committee believes the 2020 payouts for the Named Executives are consistent with the performance-

based nature of the Incentive Bonus Plan and hold executives accountable for their performance.

As discussed under Pandemic Response Award on pp. 66-69, in February 2021, in recognition of strategic and operational performance in the face of the COVID-19 pandemic, the Compensation Committee approved a Pandemic Response Award for non-officer Incentive Bonus Plan-eligible employees that provided an additional cash bonus opportunity for 2020 performance.

In lieu of an additional cash bonus opportunity for corporate officers, including our Named Executives, the Compensation Committee approved a Pandemic Response Award for corporate officers in the form of grants of Pandemic Response TB-RSUs (Time-Based Units with a one-year cliff vest and a grant date value equivalent to an Incentive Bonus Plan payout with a 27% performance result — the balance between a 50% performance result and the 23% performance result earned through the Incentive Bonus Plan), with differentiation based on individual contributions to certain Pandemic Response Criteria (as discussed and defined under Pandemic Response Award on pp. 66-69).

The tables set forth under 2020 Incentive Bonus Plan Payout and Pandemic Response TB-RSU Grants on p. 69 show, for each Named Executive, the amount of his 2020 Incentive Bonus Plan cash award, the grant date value of his Pandemic Response TB-RSUs, the aggregate award amount, and the percentage of the Incentive Bonus target opportunity that was achieved in the aggregate.


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2020 INCENTIVE BONUS PLAN RESULTS ~~2017~~

*: The Quality metric has a corporate target, which was a weighted average of the Business Units' quality performance. The weightings for the Things Gone Wrong and Customer Satisfaction elements of the Quality metric were as follows: North America — 45.0%; South America — 12.0%; Europe — 14.4%; China — 14.9%; and International Markets Group — 13.7%. These weightings were based on the planned vehicle sales and registrations of the relevant Business Units for 2020. The weightings for the Warranty Spend element of the Quality metrics were as follows: North America — 56.4%; South America — 6.4%; Europe — 27.8%; China — 1.5%; and International Markets Group — 7.9%. See the Quality Performance table below for an explanation of the targets and results for the 2020 performance period.

DETAILS OF 2020 QUALITY PERFORMANCE*

*: The Global Quality metrics were developed from our Warranty Spending data and industry survey data that measures Things Gone Wrong and Customer Satisfaction at three months in service. To better understand the Quality metrics, we show the targets as the expected year-over-year increase or decrease vs. the prior year actual performance. Bracketed numbers would indicate expected year-over-year deterioration in the metrics while non-bracketed numbers indicate year-over-year improvements.

Name
Incentive
Bonus Target
Opportunity
$
×
Business
Performance
Factor
=

Final
Incentive Bonus
Payout
$

James P. Hackett
3,600,000 × 100% = 3,600,000
Robert L. Shanks
885,000 × 100% = 885,000
William Clay Ford, Jr.
1,000,000 × 100% = 1,000,000
James D. Farley, Jr.
1,000,000 × 100% = 1,000,000
Joseph R. Hinrichs
1,087,000 × 100% = 1,087,000
Mark Fields*
3,600,000 × 100% = 2,100,000

*: ~~Mr. Fields's Incentive Bonus Payout was pro-rated to August 1, 2017~~

~~Incentive Bonus Target Opportunity~~× ~~Business Performance Factor (0 - 200%)~~

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Incremental Bonuses

The Committee has the ability to create an individual performance fund to recognize and reward exceptional performance. The Committee believes that certain executives exhibited exceptional leadership skills in helping the Company achieve its 2017 results. Consequently, inIn February ~~2018,~~2021, the Committee created an individual performance fund to recognize the exceptional performance of Messrs. Thai-Tang and ~~reward those executives, including Messrs. Shanks and Farley,~~Galhotra in 2020 with incremental bonuses reflecting individual performance weightings beyond the 100% target for Incentive Bonuses ~~earned for the 2017 performance year~~ (see column (d) of the Summary Compensation Table on p. ~~62)~~80). Each of Messrs. Thai-Tang and Galhotra earned an individual performance weighting of 127% for 2020 performance.

Mr. Thai-Tang took on increased levels of responsibilities twice during 2020 — first when his responsibilities were expanded to include Enterprise Product Line Management and Connectivity, effective March 1, 2020, and again when his responsibilities were further expanded to include vehicle connectivity and his title was changed to Chief Product Platform & Operations Officer, effective October 1, 2020. Mr. Thai-Tang sets a high standard of leadership behavior and was invaluable in supporting the CEO transition and internal reorganizations under his team. Mr. Thai-Tang is delivering on the Company's global engineering budget and was instrumental in deploying capital and engineering to more profitable vehicle lines. The Committee ~~viewed~~believes that Mr. ~~Shanks's 2017 performance as exceptional. In addition to his responsibilities as the Company's Chief Financial Officer, Mr. Shanks assumed responsibility for leading the Company's strategy~~

~~function. He has been instrumental in developing our fitness in resetting revenue and attacking costs as well as fitness for the redesign of our business operations. Mr. Shanks's~~Thai-Tang's strong leadership in ~~capital allocation as CFO and head of strategy has focused our efforts in our Where to Play and How to Win analyses. The Committee believed Mr. Shanks's leadership in these~~ critical areas ~~during 2017~~throughout the challenging year warranted an incremental bonus.

Mr. ~~Farley assumed~~Galhotra has done an exceptional job leading the Americas and International Markets Group through challenging circumstances while promoting the safety of our employees, customers, and dealers, including when his responsibilities were expanded in October 2020 to include Customer Experience, Lincoln, Marketing, Quality, Manufacturing and FCSD. Throughout 2020, he provided steady leadership while overseeing new product launches and the launch of the Company's ~~Global Markets,~~"Built for America" and "Built to Lend a Hand" campaigns using virtual platforms. The Committee believes that Mr. Galhotra's significant contributions in these areas warranted an incremental bonus.

PANDEMIC RESPONSE AWARD

Historically, the Compensation Committee has refrained from exercising its discretion to modify the Company's incentive programs, but, with management recommendations and advice from the Committee's independent consultant, the Committee determined that

the unprecedented circumstances of the COVID-19 pandemic warranted such an action for 2020.

In exercising its discretion, the Compensation Committee considered, among other things, that the performance criteria used to set the 2020 Incentive Bonus Plan targets were established before the onset of the COVID-19 pandemic, which ~~includes our operating regions~~significantly disrupted the Company's business and ~~Marketing. After leading Ford~~required correspondingly significant adjustments to the Company's operations and a withdrawal of ~~Europe back to profitability, he now is overseeing our efforts to redesign our businesses in South America and China, while continuing our strong~~the Company's initial 2020 full-year financial guidance, rendering the pre-established 2020 Incentive Bonus Plan performance criteria inappropriate for fairly measuring the Company's performance in 2020. The Committee also recognized the extraordinary efforts of its workforce, including the Named Executives, in the face of the COVID-19 pandemic, and began considering whether the circumstances warranted exercising its discretion to modify the terms of the 2020 Incentive Bonus Plan, approve a supplemental award, or otherwise take action to adjust performance-based executive compensation in response to the pandemic.

The Compensation Committee determined it would continuously monitor the impact of COVID-19 on the Company's performance throughout 2020, with regular updates from management, and evaluate various alternatives and management recommendations for addressing the pandemic's impact on executive compensation. In evaluating these options, the Committee adopted the following decision principles (the "Pandemic Response Decision Principles"):

Put People First—Evaluate decisions with empathy for affected communities, including employees, shareholders and key Company stakeholders.

Create Tomorrow—Collect and evaluate alternatives while the situation continues to unfold to ensure decisions are right for the long-term strength of the Company.

Play To Win—Balance the tension between a fair and competitive incentive program with constraints such as affordability, liquidity, and dilution concerns.

Do The Right Thing—Proposed actions or the use of discretion must be supported by a compelling and transparent rationale.


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The Committee carefully tracked the following performance elements in 2020 in order to inform its decision (the "Pandemic Response Criteria"):




				Pandemic Response Criteria		Description of Pandemic Response Criteria

				Project Apollo (personal protective equipment, ventilator manufacturing)		The Company quickly shifted production from automotive to medical equipment and supplies early in the pandemic. Among other things, in 2020, together with the Ford Fund, the Company distributed more than 55 million face masks to nonprofits, Ford dealers, state and local officials, schools, and first responders in all 50 U.S. states and has committed to donate 120 million masks to at-risk communities by mid-2021.

				Return-to-Work Efforts		The Company established important protocols to allow the safe and timely return-to-work within our plants and other worksites and created our COVID-19 Business Resumption Plan, i.e., "The Return-To-Work Playbook." The Return-To-Work Playbook aligns with recommendations from the World Health Organization, the Centers for Disease Control and Prevention, and country and local health departments and has been recognized externally as a model for other employers.

				Production Ramp-Up		Consistent with the actions taken by governmental authorities, in late March 2020, the Company idled its manufacturing operations in regions around the world other than China, where manufacturing operations were suspended in January and February before beginning to resume operations in March. By May 2020, taking a phased approach and after introducing new safety protocols at our plants, the Company resumed manufacturing operations around the world.

				Dealer Support		The Company has supported its dealers throughout the pandemic with digital marketing, sales, and service tools. We also secured airfreight capacity to deliver critical safety equipment to our dealers in China and to provide a supply of critical parts to other regions, including North America.

				Employee Engagement and Morale		Throughout the pandemic, the Company has focused on promoting employee engagement and morale by leveraging our ask/listen observe framework to understand employee sentiment and react accordingly. Leaders at all levels have access to dashboards with data from their teams and organizations, as well as personalized next step recommendations embedded into action planning tools.

				Marketing/Product Launches		The Company launched several important products utilizing new and innovative methods to attract customers.

				Financial Stability		Management took significant measures to assure the Company's ongoing liquidity and financial stability through financing activities, cash preservation initiatives, capital expense reductions, and cost control measures.


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Guided by the Pandemic Response Decision Principles, the Compensation Committee considered various alternatives, management recommendations, and advice from its independent consultant throughout the second half of 2020 and into 2021. After monitoring and evaluating performance to the Pandemic Response Criteria throughout the second half of 2020 and reviewing the Company's achievement of better results in 2020 than the Company had forecast after the onset of the COVID-19 pandemic, the Committee determined that it was appropriate, and in the best interests of the Company, to reward 2020 Incentive Bonus Plan-eligible employees, including Named Executives, with a discretionary award in recognition of their work and achievements under these challenging circumstances (the "Pandemic Response Award").

On February 2, 2021, the Committee approved the Pandemic Response Award as an adjustment, applicable only for 2020, to the business performance factor used to calculate awards under the Incentive Bonus Plan for employees eligible to participate in the 2020 Incentive Bonus Plan. As discussed under Annual Cash Incentive Awards on pp. 63-66, the amount payable under the Incentive Bonus Plan is determined in part by multiplying an employee's target award by the extent to which the Company's performance for 2020 met certain pre-established thresholds, which collectively represent the business performance factor. The 2020 business performance factor was 23%, but, for the Pandemic Response Award, the Committee approved the use of a business performance factor of 50% (the "Adjusted Performance Factor") to create a supplemental budget for calculating Incentive Bonus Plan awards for 2020 performance with the exact amount of each employee's award to be determined based on individual performance, including contributions toward the Pandemic Response Criteria. Employees other than corporate officers received their Incentive Bonus Plan cash awards calculated using the Adjusted Performance Factor in March 2021.

In order to further align the interests of the Company's corporate officers, including the Named Executives, with those of the Company's shareholders, in lieu of increasing the amount of cash paid to corporate officers under the Incentive Bonus Plan, the Committee determined to award corporate officers with Time-Based Units with a one-year cliff vest (the "Pandemic Response TB-RSUs") and a grant date value equivalent to the balance of the Adjusted Performance Factor (27%), with differentiation based on each corporate officer's contributions toward the Pandemic Response Criteria.

In making its decision, the Committee considered that any modification to the incentive compensation program due to the adverse impact of COVID-19 on the Company's performance should apply to the broadest range of employees possible without compromising the Company's commitment to tie equity-based incentive awards to Company performance and align executive interests with shareholder interests. The Committee determined that the Pandemic Response Award was the most appropriate means to achieve this and would have a positive impact on maintaining and improving employee engagement and retention, which is vital for delivering The Plan in 2021, while the Pandemic Response TB-RSUs awarded to corporate officers, including Named Executives, would further the alignment of executive interests with the interests of the Company's shareholders.

The tables on the following page show, for each Named Executive, the amount of his 2020 Incentive Bonus Plan cash award, the grant date value of his Pandemic Response TB-RSUs, the aggregate award amount, the percentage of the incentive bonus target opportunity constituted by the aggregate award, and some of the contributions to the Pandemic Response Criteria considered by the Compensation Committee in determining the Pandemic Response Criteria Contribution of each Named Executive.

As in prior years, the Compensation Committee, with management's recommendations, considered each Named Executive's individual performance toward key performance indicators and objectives in order to determine an Individual Performance Factor for each Named Executive to apply to the Incentive Bonus payout for that executive. The Individual Performance Factor for each Named Executive was 100%, except that each of Messrs. Thai-Tang and Galhotra received an Individual Performance Factor of 127%. As discussed under Incremental Bonuses on p. 66, the Committee believed that Messrs. Thai-Tang and Galhotra exceeded expectations throughout 2020 as they each had their roles expanded and took on increasing responsibilities throughout the year.

In addition, for the Pandemic Response Award, the Compensation Committee, with management's recommendations, considered each Named Executive's individual contributions to the Pandemic Response Criteria in order to determine a Pandemic Response Criteria Contribution to apply to the Pandemic Response Award for that executive.

The Committee believes that each Named Executive made significant contributions toward these criteria, and that the contributions of Messrs. Farley, Ford, Thai-Tang, Galhotra, and Hackett were exceptional.


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The tables below highlight just some of the contributions to the Pandemic Response Criteria considered by the Committee in determining the Pandemic Response Criteria Contribution of each Named Executive.

2020 INCENTIVE BONUS PLAN PAYOUT AND PANDEMIC RESPONSE TB-RSU GRANTS

Name	Incentive Bonus Target Opportunity $		+		=		Percentage of Incentive Bonus Target Opportunity



James D. Farley, Jr.	1,952,500	449,100	+	685,330	=	1,134,430	58%
John T. Lawler	671,250	154,400	+	181,240	=	335,640	50%
William Clay Ford, Jr.	1,000,000	230,000	+	405,000	=	635,000	64%
Hau Thai-Tang¹	1,350,000	394,000	+	437,400	=	831,400	62%
Kumar Galhotra¹	1,250,000	328,000	+	364,500	=	692,500	55%
James P. Hackett	3,600,000	828,000	+	1,263,600	=	2,091,600	58%
Tim Stone²	1,125,000	258,750	+	303,750	=	562,500	50%

1: Incentive Bonus payout amounts for Messrs. Thai-Tang and Galhotra are inclusive of their respective incremental bonuses. See p. 66 and column (d) of the Summary Compensation Table on p. 80.
2: Amounts for Tim Stone reflect proration for his time in service as Chief Financial Officer.

*Incentive Bonus Payout = Incentive Bonus Target Opportunity × 23% Performance Factor × Individual Performance Factor

**Grant Date Value Pandemic Response TB-RSUs = Incentive Bonus Target Opportunity × 27% Adjusted Performance Factor × Pandemic Response Criteria Contribution


Pandemic Response Criteria Contribution



James D. Farley, Jr. 130%				Provided strong leadership both in his role as COO and in his role as President and CEO, including significant contributions in production ramp-up and manufacturing efforts, while motivating employees and encouraging other executives to lead by example. Served as the key architect of Ford's global standards and principles for a safe employee return to the workplace.

John T. Lawler 100%				Focused on executing The Plan and ending 2020 strongly, with year-over-year improvements in both our automotive and credit businesses in the fourth quarter.

William Clay Ford, Jr. 150%				Initiated collaboration with other Detroit automakers to respond to the pandemic and was Named Automotive News' 2020 Industry Leader of the Year for these efforts. This visible leadership has been a key enabler to maintaining positive employee and customer sentiment throughout the crisis.

Hau Thai-Tang 120%				Balanced protecting employees while executing phased global production stoppages and implementing cost reductions. Led a successful winddown and restart of the supply chain supporting production interruption and recovery.

Kumar Galhotra 120%				Led the teams that developed the "Built for America" and "Built to Lend a Hand" campaigns and successfully launched the F-150, Bronco Sport, and Mustang Mach-E using virtual platforms.

James P. Hackett 130%				Decisive leadership throughout the early stages of the global COVID-19 pandemic, including acting swiftly to protect employees, launching Project Apollo (personal protective equipment and ventilator manufacturing), and overseeing an effective production ramp-up with new safety protocols in place.

Tim Stone 100%				Demonstrated discipline in the management of our balance sheet at the onset of the pandemic, including overseeing the draw down and subsequent repayment of the Company's corporate and supplemental revolving credit facilities.


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LONG-TERM INCENTIVE AWARDS

Our equity-based incentive awards are tied to our performance and the future value of our common stock. These awards are intended to focus executive behavior on our longer-term interests because today's business decisions affect the Company over several years.

Elements of Annual Long-Term Incentive Awards

Performance Unit Grants. In 2020, other than for Mr. Stone, Performance Unit grants comprised 60% of each executive's annual equity-based compensation. In December 2019, in order to further align executive interests with shareholder interests, the Compensation Committee approved a new design for the Performance Units, beginning with Performance Units granted in 2020. This new design, and the Committee's rationale for approving the design, are discussed below.

Time-Based Unit Grants. In 2020, other than for Messrs. Ford, Hackett, and Stone, Time-Based Units that vest over three years at a rate of 33%/33%/34% comprised 40% of each executive's annual equity-based compensation.

Stock Options. In 2020, stock options, with the terms described below, comprised 40% of the annual equity-based compensation for Messrs. Hackett and Ford. Mr. Farley is also ~~focusing~~received a grant of stock options in 2020 in connection with his accession to President and CEO. All stock options granted in 2020 have a 10-year term, an exercise price based on the fair market value of Ford common stock on the grant date, a three year vesting period at a rate of 33%/33%/34%, and a performance condition such that, even if vested, they are only exercisable after achievement of a Ford common stock closing price of $9.24 or above for a period of 20 consecutive trading days at any time during the ten-year term of the stock options. The Committee determined to include a price-based performance condition in order to focus the award on achieving an improved stock price and further alignment with shareholder interests. The performance condition was set at $9.24 because that was the average closing price of Ford common stock on the New York Stock Exchange during the month of December 2019 and a nearly 50% increase over the Ford common stock closing price on the date of the grants to Messrs. Ford and Hackett. The performance condition was achieved on February 8, 2021. This was the first time since 2015 that stock options were included as a component of our ~~efforts~~long-term incentive awards. The Compensation Committee determined that stock options containing a performance condition were an appropriate form of performance-based compensation

for the roles of Executive Chairman and President and CEO in 2020 in order to ~~grow our Lincoln brand~~award and incentivize their contributions toward the long-term success of the company during a transformative year and recognize the number of long-term investments and initiatives being pursued that are expected to benefit the Company beyond the three-year time horizon of the Performance Units.

Timeline of 2020 Long-Term Incentive Awards

As in 2019, the Compensation Committee approved annual equity awards, with a March 4 grant date, for most corporate officers, other than Messrs. Ford and Hackett, at its February meeting and approved annual equity awards, with a March 19 grant date, for Messrs. Ford and Hackett at its March meeting. At its February 2020 meeting, the Committee also approved an additional equity award for Mr. Thai-Tang in connection with his expansion of responsibilities. In 2020, the Committee approved Mr. Galhotra's annual equity award, with a March 19 grant date, at its March meeting due to Mr. Galhotra's accession to his position as President, Americas and International Markets Group, effective April 1, 2020.

Due to the onset of the global COVID-19 pandemic, the Company's stock price dropped significantly between the March 4, 2020 grant date ($7.08) and the March 19, 2020 grant date ($4.47). In order to avoid Messrs. Ford, Hackett, and Galhotra being unfairly advantaged by this significant change to the stock price, the Committee determined that it was in the ~~U.S.~~best interests of the Company and ~~China~~its shareholders to use the fair market value of Ford common stock on March 4, 2020 (the grant date of the annual equity award for all other officers) in calculating the number of Performance Units granted to Messrs. Ford, Hackett, and ~~is attacking costs across~~Galhotra on March 19, 2020.

Also due to the onset of the global COVID-19 pandemic, the Committee determined not to complete the full-year annual equity award for Messrs. Ford and Hackett in March. The Committee determined to award Messrs. Ford and Hackett 60% of their annual equity awards in Performance Units and to delay the balance of the annual grant until the Committee could evaluate the impact of the global pandemic on the Company and further consider the appropriate structure for these awards given the onset of the global pandemic.

The Company recorded second quarter results that were better than had been anticipated at the onset of the global COVID-19 pandemic and, on June 23, 2020, management recommended that the delayed portion of the annual equity awards for Messrs. Ford and Hackett be restored and presented several alternatives for the


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restoration. The Committee determined that the delayed portion of the awards would be restored with the same value as had been approved in March 2020, and that the award would be made in the form of stock options subject to the price-based performance condition discussed above. The July 6, 2020 grant date of the stock options was the first trading day of the Company's next open trading window following their approval.

On July 31, 2020, the Compensation Committee approved a grant of stock options, subject to the same price-based performance condition as the stock options granted to Messrs. Ford and Hackett, to Mr. Farley in connection with his accession to President and CEO. The August 5, 2020 grant date of the stock options was the first trading day of the Company's next open trading window following their approval.

Value of 2020 Long-Term Incentive Awards

In general, the total value of equity-based grants in 2020 was determined based on the following considerations:

•: job responsibilities and future contribution assessment to our ~~Global Markets.~~ long-term performance;
•: retention needs;
•: historical share allocations;
•: competitive level of grants for job matches in the survey group;
•: the value of equity-based grants made to the executive in the prior year; and
•: the total number of equity-based grants awarded to our employees.

In ~~addition, he is~~granting equity awards, the Committee determined a target dollar value of equity awards to grant to each recipient. For the Named Executives, this target dollar value was converted into a number of Performance Units and Time-Based Units or stock options, as applicable, based on the fair market value (closing price) of Ford common stock on the date of grant, or, as discussed above, in the case of the March 19, 2020 grant of Performance Units to Messrs. Ford, Galhotra, and Hackett, the fair market value (closing price) of Ford common stock on March 4, 2020.

Pandemic Response TB-RSUs

As discussed under Pandemic Response Awards on pp. 66-69, the Compensation Committee approved a

grant of Pandemic Response TB-RSUs, with a grant date of March 4, 2021 and a one-year cliff vest for each of the Named Executives to recognize strategic and operational performance and contributions toward certain Pandemic Response Criteria in 2020.

2020 Long-Term Incentive Awards

The 2020 equity awards for our Named Executives are set forth below. Unless otherwise noted, the annual equity award for each Named Executive consisted of 60% Performance Units/40% Time-Based Units. The competitive survey indicates that the annual equity-based compensation was at the median for Mr. Galhotra. The competitive survey indicates that the annual equity-based compensation was also at the median for Messrs. Hackett and Stone, whose annual equity-based compensation was used for the survey comparison for Messrs. Farley and Lawler because Messrs. Farley and Lawler were not in their current positions at the time of the 2020 annual equity award. No comparable information was available for Messrs. Ford and Thai-Tang.

James D. Farley, Jr.

Award	Grant Date	Grant Date Target Value



Annual Equity Award	3/4/2020	$5,000,000
Accession Award — Stock Options*	8/5/2020	$4,000,000
Pandemic Response TB-RSUs	3/4/2021	$685,330

*: Granted in connection with Mr. Farley's accession to President and CEO. The grant date for these stock options was the first day of the Company's next open trading window following their approval.

John T. Lawler

Award	Grant Date	Grant Date Target Value



Annual Equity Award	3/4/2020	$1,950,000
Pandemic Response TB-RSUs	3/4/2021	$181,240


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~~leading efforts~~William Clay Ford, Jr.

Award	Grant Date	Grant Date Target Value



Annual Equity Award — Performance Units*	3/19/2020	$6,180,000
Annual Equity Award — Stock Options**	7/6/2020	$4,120,000
Pandemic Response TB-RSUs	3/4/2021	$405,000

*: 60% of total annual equity award.
**: 40% of total annual equity award. The grant date for these stock options was the first day of the Company's next open trading window following their approval.

Hau Thai-Tang

Award	Grant Date	Grant Date Target Value



Annual Equity Award	3/4/2020	$4,250,000
Other Award — Time Based Units*	3/4/2020	$1,500,000
Pandemic Response TB-RSUs	3/4/2021	$437,400

*: Granted in connection with the expansion of Mr. Thai-Tang's responsibilities to ~~redesign our Marketing strategy~~include, among other things, EPLM and Connectivity. These Time-Based Units have a one-year cliff vest.

Kumar Galhotra

Award	Grant Date	Grant Date Target Value



Annual Equity Award	3/19/2020	$3,400,000
Pandemic Response TB-RSUs	3/4/2021	$364,500

James P. Hackett

Award	Grant Date	Grant Date Target Value



Annual Equity Award — Performance Units*	3/19/2020	$7,800,000
Annual Equity Award — Stock Options **	7/6/2020	$5,200,000
Pandemic Response TB-RSUs	3/4/2021	$1,263,600

*: 60% of total annual equity award.

**: 40% of total annual equity award. The grant date for these stock options was the first day of the Company's next open trading window following their approval.

Tim Stone

Award	Grant Date	Grant Date Target Value



Annual Equity Award*	3/4/2020	$4,600,000
Pandemic Response TB-RSUs	3/4/2021	$303,750

*

The structure of Mr. Stone's annual equity award was set forth in his employment agreement (see p. 59) and consisted of 33% common stock, with the remaining 67% consisting of 60% Performance Units/40% Time Based Units. Pursuant to ~~better connect with customers in a more dynamic~~the terms of the executive separation waiver and ~~meaningful way. The Committee believed it was appropriate to recognize~~release agreement between Mr. ~~Farley's 2017 contributions with an incremental bonus.~~

~~LONG-TERM INCENTIVE AWARDS~~

~~Our equity-based incentive awards are tied to our performance~~Stone and the ~~future value~~Company, upon his resignation from the Company, Mr. Stone forfeited the Performance-Unit component of this award and the second and third tranches of the Time-Based Unit portion of this grant. See 2020 Compensation Highlights on pp. 57-60 and Potential Payments Upon Termination or Change of Control on pp. 90-93.

Dividend Equivalents

Unvested Time-Based Units accrue dividend equivalents when dividends are paid on our common stock. ~~These awards are intended to focus executive behavior on our longer-term interests because today's business decisions affect Ford over a number of years. Based on investor feedback~~Dividend equivalents accrue as if reinvested resulting in additional Time-Based Units. For the 2018, 2019, and ~~on management's desire to more closely tie our equity compensation to shareholder interests,~~2020 grants, the Committee decided ~~to continue its practice of granting~~each year that, for the Named Executives, when the underlying Time-Based ~~Restricted Stock~~ Units ~~instead of stock options ("Time-Based Units" — see Time-Based Unit Grants on p. 55). Also, consistent with prior annual grants,~~vest, the ~~Committee granted Performance Units with a three-year performance period and incorporated a relative TSR metric (see Performance Unit Grants on p. 55).~~

~~In general, the total value of equity-based grants in 2017 was determined based on the following considerations:~~

•: ~~job responsibilities and future contribution assessment to our long-term performance;~~
•: ~~retention needs;~~
•: ~~historical share allocations;~~
•: ~~competitive level of grants for job matches in the survey group;~~
•: ~~the value of equity-based grants made to the executive in the prior year; and~~
•: ~~the total number of equity-based grants awarded to our employees.~~

In granting equity awards, the Committee determined a target dollar value of equity awards to grant to each recipient. For officers, this target dollar value is translated into a number of Performance Units andaccrued Time-Based Units resulting from the dividend equivalents will be paid in cash based on the fair market value of a share of Ford common stock on the date of grant. In March 2017, Mr. Hackett received a $2.55 million Performance Unit grant and $850,000 Time-Based Unit grant as part of the annual equity grant process for his role as Chairman of Ford Smart Mobility, LLC. When Mr. Hackett assumed the role of President and CEO of Ford, he received an additional $5.25 million Performance Unit grant and a $1.75 million grant of Time-Based Units (see Grants of Plan-Based Awards in 2017vest. Dividend equivalents only accrue when we pay dividends on ~~p. 64). Both Performance Unit metrics mirrored~~

those of the other Named Executives (see Performance Unit Grants discussion on pp. 55-56). The Committee believed these grants were commensurate with the responsibility and position assumed by Mr. Hackett in his role of leading the Company.our common stock.

In addition, the target dollar value of the equity awards to Messrs. Shanks, Farley, and Hinrichs was maintained at $3.5 million due to competitive market data. These grants were split 75% Performance Units (i.e., $2.625 million) and 25% Time-Based Units (i.e., $875,000). In addition, the Committee approved Time-Based Unit grants for Messrs. Farley and Hinrichs in the amount $5 million each. The Committee believed these retention grants were appropriate in light of the assumptions of new responsibilities by Messrs. Farley and Hinrichs and the critical importance of retaining seasoned leaders through a time of leadership transition. These time-based awards will vest three years from the grant dates.

For ~~Mr. Fields, his total annual equity grant was valued at $14 million. The Time-Based Unit grant was valued at $3.5 million. The 2017~~ Performance Unit grants ~~were~~made in ~~two parts. The first part, valued~~2018 and following years, dividend equivalents accrue as if reinvested resulting in additional Performance Units based on 100% of the target Performance Unit opportunity. For the 2018, 2019, and 2020 grants, the Committee decided each year that, for the Named Executives, the accrued Performance Units will be paid in cash at ~~$8 million at target, included~~the end of the performance period based on the fair market value of a share of Ford common stock on the date of vest; however, the accrued Performance Units resulting from dividend equivalents are paid out based on the same ~~metrics~~performance factor as the underlying Performance Unit. For example, if the performance factor for the underlying Performance Unit was 75%, then only 75% of the accrued Performance Units granted to the other Named Executives ("Annual Performance Unit Grant"). The second part was a strategic incentive Performance Unit opportunity valued at a $2.5 million target. Upon Mr. Fields's retirement, he retained outstanding equity grants granted before 2017, consistent with the terms of the grant agreements. The Committee also determined that he would retain the 2017 Time-Based Unit grant and the annual Performance Unit grant that would have become eligible for retirement treatment in five months; however, the $2.5 million strategic incentive grant was cancelled. The Committee believed this arrangement was appropriate in consideration of Mr. Fields's many contributions to the Company throughout his career.

~~Mr. Fields's strategic incentive Performance Unit opportunity focused~~will be paid. Dividend equivalents only accrue when we pay dividends on ~~achievements in the areas of smart mobility, strengthening~~ our geographic footprint, developing our brands, and fostering a lean mindset throughout the organization. The Performance Unit opportunity had a stretch range of $0 — $3.75 million in value (equaling a range of 0% to 150%) with a one-year performance period (see Grants of Plan-Based Awards in 2017 on pp. 64-65), followed by two years of additional vesting. The Committee believed it was important to provide an incentive to achieve the objectives of strengthening our core business while pursuing emerging opportunities. As noted above, this Performance Unit opportunity was cancelled upon Mr. Fields's retirement.common stock.

��
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~~The competitive survey indicates that equity-based compensation for Messrs. Hackett and Shanks is below that~~Structure of ~~the survey group median. Mr. Farley was at the median of the survey group.~~

We understand that share-based compensation can be dilutive to shareholders. To address this concern, every year since 2012 we have implemented a modest share repurchase program of common stock in order to offset the dilutive effect of share-based compensation. We intend to continue the program in 2018.

~~Time-Based Unit Grants~~

As has been our practice in recent years, for 2017 25% of an executive's annual equity-based compensation was awarded in Time-Based Units. In general, these units vest over three years at a rate of 33%-33%-34%.

2020 Performance Unit Grants

~~Annual~~In December 2019, in order to further align executive interests with shareholder interests, the Compensation Committee approved a new design for the Performance ~~Unit~~Units, beginning with grants ~~comprise 75% of an executive's equity-based compensation.~~made in 2020. The ~~2017~~2020 Performance Unit grants are measured through a mix of internal and external financial metrics over a three-year period. The ~~internal financial metrics have a 75% weighting, and the external~~weighted financial metric ~~has a~~performance is measured in separate one-year performance periods in years one and two, based on metrics and objectives that are set at the time of the grant, and awards are "banked" after each of year one and two. An external relative TSR modifier over the entire three-year performance period modifies the final award by +/- 25% ~~weighting.~~to arrive at the overall performance factor for the Performance Units. This performance factor is multiplied by the Performance Unit target opportunity for the executive to produce the Final Award, ranging from 0% to 200% of the target opportunity. The Final Award is paid in unrestricted shares of Ford common stock.

As in prior years, the internal financial metrics are based on the forward year business plan approved at the December Board of Directors meeting immediately prior to the beginning of the three-year performance period — that is, the metrics for the ~~2017~~2020 Performance Unit grants with a ~~2017-2019~~2020-2022 performance period were based on our business plan approved at the December ~~2016~~2019 Board meeting. These metrics are fixed for each of year one and year two, with different objectives applying each year in accordance with the business plan, and are not changed over the three-year performance period.

The~~internal~~ financial metrics are as follows:

•: ~~Automotive Segment Revenue~~Company Adjusted Free Cash Flow (weighted at ~~25%~~50%): Performance is measured in years one and two against a ~~three-year cumulative total~~free cash flow target.
•: ~~Automotive Segment Operating~~Company Adjusted EBIT Margin (weighted at ~~40%~~30%): Performance is measured in years one and two against a ~~straight three-year average~~ margin target.
•: ~~Ford Credit Profit Before Tax~~External Annual ROIC (weighted at ~~10%~~20%): Performance is measured in years one and two against ~~a three-year cumulative total target.~~
•: ~~Automotive Segment Operating Cash Flow~~ ~~(weighted at 25%): Performance is measured against a three-year cumulative total~~an External Annual ROIC target.

Performance to these metrics is measured at the end of year three and is multiplied by a weighting of 75%. Similar to the Incentive Bonus Plan, the maximum that can be achieved for any one metric is 200%.

Because the ~~2017~~2020 Performance Unit grant has a three-year performance period, performance ~~targets~~objectives and performance results will not be disclosed until the ~~2020~~

2023 Proxy Statement. We are not disclosing the ~~2017~~2020 Performance Unit ~~targets~~objectives now because providing ~~three-year targets~~objectives for our ~~Automotive Segment Revenue,~~

~~Automotive Segment Operating~~Company Adjusted EBIT Margin, ~~Ford Credit Profit Before Tax, and Automotive Segment Operating~~Company Adjusted Free Cash Flow and External Annual ROIC would provide ~~our~~ competitors with insight into our business plan that could substantially harm Ford's business interests. For example, disclosing our ~~three-year Automotive Segment Revenue target~~Company Adjusted EBIT Margin and Company Adjusted Free Cash Flow targets for the next two years could provide competitors insight into our market share strategy and potential entry into, or exit from, markets. ~~Three-year Automotive Segment Operating Cash Flow and Automotive Segment Operating Margin~~Our External Annual ROIC targets can provide competitors insight into matters such as capital expenditures and potential cost cutting measures. ~~The~~At the time the Committee ~~believes~~approved these targets, the Committee believed the targets to be achievable while incentivizing executives to exceed expectations.

The~~external financial metric~~TSR modifier is Ford's relative TSR performance compared to a peer group of ~~companies.~~companies over the three-year performance period. A key objective of our strategy to achieve automotive leadership is to deliver superior TSR among automotive manufacturers, automotive suppliers, and major industrial companies.

At the end of the three-year performance period, Ford's TSR performance iswill be evaluated against a peer group of companies approved by the Committee at the time of the grant ("TSR Peer Group"). The TSR Peer Group was comprised of the top ten automobile manufacturers (including Ford) by market capitalization, the top five automotive suppliers by market capitalization, and ten large industrial companies with business models similar to Ford. The Committee decided to use a peer group of companies more closely aligned with our business (global automotive and manufacturing) than the compensation survey group listed on p. 4552 because our TSR performance is more competitively aligned with those companies, while our compensation peer group is more closely aligned with the market for our executive talent. For the ~~2017~~2020 Performance Unit grants, the TSR Peer Group consisted of the following:

Automotive Manufacturers:


Toyota		Ford
Daimler		General Motors
Volkswagen		Nissan
BMW		Hyundai
Honda		Tesla

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Auto Suppliers:
Continental Magna
Denso Aisin Seiki
Aptiv
Industrial Companies:
General Electric DuPont
United Technologies Deere
3M Caterpillar
Boeing General Dynamics
Honeywell Dow
The TSR modifier will apply to the 2020 grant as follows:

TSR Quartile

Modifier

1st Quartile
+25 %
2nd Quartile
0 %
3rd Quartile
0 %
4th Quartile
-25 %
The Committee believes this structure provides appropriate incentives for executives to over-achieve in one or more metrics and provides sufficient recognition for such over-achievement while not encouraging excessive risk-taking behavior. The three-year TSR modifier reinforces the long-term nature of the grants and executive alignment with shareholders.
The graphic below demonstrates how the 2020 Performance Unit grant aligns executive interests with shareholder interests.
2018 Performance Unit Results
The performance period of the 2018 Performance Unit grant ended on December 31, 2020. The 2018 Performance Units were measured through a mix of internal and external financial metrics over a three-year period. Performance to the internal financial metrics was measured at the end of year three and multiplied by a weighting of 75%. The external financial metric of the Company's relative TSR had a weighting of 25%. The weighted financial metric performance was added to the relative TSR metric performance to arrive at the overall performance factor for the 2018 Performance Units. Details of the structure, metrics, and weightings for the 2018 Performance Unit Grant are detailed in the charts below. The TSR peer group for the 2018 Performance Unit grant was as follows:
Automotive Manufacturers:
Toyota Ford
Daimler General Motors
Volkswagen Nissan
BMW ~~Subaru~~Hyundai
Honda Tesla
Auto Suppliers:
Continental Magna
Denso Valeo
Aptiv
Industrial Companies:
General Electric ~~DuPont~~DowDuPont
United Technologies ~~Dow~~Deere
3M Caterpillar
Boeing General Dynamics
Honeywell Arconic

74

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The TSR performance isfor the 2018 Performance Unit grant was calculated as follows:
•
90^th percentile and above: 200% of target

•
greater than or equal to 75^th to less than 90^th percentile: 150% — 199% of target

•
greater than or equal to 50^th to less than 75^th percentile: 100% — 149% of target

•
greater than or equal to 25^th to less than 50^th percentile: 50% — 99% of target

•
less than 25^th percentile: 0% of target
The ~~TSR performance is multiplied by a weighting of 25%. The product of the internal financial metric~~
~~weighting of 75% is added to the product of the external financial metric weighting of 25% to provide the sum of the~~2018 Performance Unit Results table below shows our performance ~~factor. This performance factor is multiplied by~~against the 2018 Performance Unit ~~target opportunity for the executive to produce the final award, ranging from 0% to 200% of the target opportunity. The final award is paid in unrestricted shares of Ford common stock.~~
~~The Committee believes this structure provides appropriate incentives for executives to over-achieve in one or more~~ metrics and ~~provides sufficient recognition for such over-achievement while not encouraging excessive risk-taking behavior.~~
The graphic below demonstrates how the 2017 Performance Unit grant aligns executive interests with shareholder interests. The section following the graph shows the results of the 2015 Performance Unit grant. This was the first grant where we used a 3-year performance period and TSR metric.
~~2015 Performance Unit Performance Results~~
As previously stated, in 2015 we fundamentally changed our Performance Unit grants from a one-year to a three-year performance period and added a relative TSR element to our internal financial metrics. The performance period of the initial 2015 Performance Unit grant ended on December 31, 2017. The structure, metrics, and weightings for the 2015 Performance Unit Grant are the same as detailed in~~Performance Unit Grants~~ ~~discussion on p. 55, except that the TSR peer group for the 2015 Performance Unit grant included Hyundai and BorgWarner and excluded Tesla and Valeo.~~
~~The 2015 Performance Unit Performance Results table on p. 57~~ indicates an overall achievement of ~~62%~~17% for the ~~2015-2017~~2018-2020 performance period. The Committee decided to pay out the Performance Unit ~~final awards~~Final Awards to the Named Executives at the ~~62%~~17% of the target level
that was achieved. The Committee believed ~~that the efforts exerted by the Named Executives over the three-year performance period justified~~ a payout at the level ~~achieved.~~achieved was appropriate. This demonstrates our pay-for-performance philosophy. Mr. ~~Hackett~~Stone was not an employee of the Company ~~in 2015~~when the 2018 Performance Unit grants were made and, therefore, did not ~~participate in the 2015~~receive a grant of 2018 Performance ~~Unit grants.~~
With respect to the internal financial metrics, we outperformed on the Automotive Operating Margin and Automotive Operating Cash Flow metrics, while partially achieving on the Ford Credit Profit Before Tax metric. We underperformed on the Automotive Revenue metric. We also underperformed on the relative TSR metric (see 2015 Performance Unit Performance Results table on p. 57).Units.
2018 PERFORMANCE UNIT RESULTS

56

~~EXECUTIVE COMPENSATION~~

~~2018 Proxy Statement~~

~~Table of Contents~~Financial Metrics — 75% Weighting
~~2015 PERFORMANCE UNIT PERFORMANCE RESULTS~~

Total 2015 Performance Unit Results
Internal Financial Metrics Total

Weighting 75%
×
Performance 83% 62%

+

Relative TSR Metric

Weighting 25%
×
Performance
(Bottom Quartile) 0% 0%

62%

Name
2015
Performance
Unit Target
Opportunity
# Units
×
Business
Performance
Factor
=

Final 2015
Performance
Unit Payout
# Units

James P. Hackett
NA × NA = NA
Robert L. Shanks
163,755 × 62% = 101,528
William Clay Ford, Jr.
327,510 × 62% = 203,056
James D. Farley, Jr.
154,398 × 62% = 95,726
Joseph R. Hinrichs
173,112 × 62% = 107,329
Mark Fields
561,447 × 62% = 348,097

Total 2018 Performance Unit Results

Financial Metrics Total

Weighting 0%
x
Performance 0% 0%

+
Relative TSR Metric
Weighting 25%
x
Performance
(Third Quartile) 66% 17%

17%

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2018 Performance Unit Payout

Name
2018
Performance
Unit Target
Opportunity
# Units
×
Business
Performance
Factor
=

Final 2018
Performance
Unit Payout
# Units

James D. Farley, Jr.
220,384 × 17% = 37,465
John Lawler
44,423 × 17% = 7,551
William Clay Ford, Jr.
594,230 × 17% = 101,019
Hau Thai-Tang
196,730 × 17% = 33,444
Kumar Galhotra
115,384 × 17% = 19,615
James P. Hackett
750,000 × 17% = 127,500
Tim Stone
N/A N/A N/A
BENEFITS AND PERQUISITES
We provided certain perquisites and other benefits to senior management in ~~2017,~~2020, the most significant of which are summarized below. The Committee annually reviews our policies on perquisites and other benefits. The cost of these perquisites and other benefits are included in column ~~(h)~~(i) of the Summary Compensation Table on p. ~~62.~~80.
Personal Travel    Company policy does not allow the President and CEO or the Executive Chairman to fly commercially due to security concerns. Consequently, the Company pays the costs associated with their use of private aircraft for business and personal travel. The families of these persons are allowed to accompany them on trips when they travel on private aircraft.
Requiring the President and CEO and the Executive Chairman to use private aircraft for all travel provides significant benefits to Ford. First, the policy is intended to ensure their personal safety as they both maintain significant public roles for Ford. Second, use of private aircraft maximizes their availability for Ford business.
Evaluation Vehicle Program    We maintain a program that provides certain employees with the use of two Company vehicles free of charge. This program requires participants to provide written evaluations on a variety of our vehicles, providing important feedback on the design and quality of our products.
Other Services    For certain executive officers, including the Named Executives, we provide a home security evaluation and security system. We also provide an allowance to senior managers for financial planning and counseling services and estate planning. ~~We pay for approximately 75% of the cost of this service up to $7,000.~~ The safety and security (personal and financial) of our executives is critically important. We believe the benefits of providing these programs outweigh the relatively minor costs associated with them.
Tax Reimbursement    The Committee has eliminated tax gross-ups for most executive perquisites. As part of
the Company's temporary living/relocation policy, however, the Company provides certain tax reimbursement for all levels of employees who relocate at the Company's request, including relocations pursuant to international service ~~assignments, as in the case of Mr. Farley.~~assignments. The Committee believes that not reimbursing taxes for employees who move at the Company's request is an unfair financial burden. This policy removes any financial disincentive for an executive to relocate and, therefore, enhances the Company's ability to have its executives gain experience in a variety of our global operations.
In addition, ~~during 2016~~ the Internal Revenue Service informed us that it would ~~begin to~~ require us to impute the value of the vehicles provided to executives under the Evaluation Vehicle Program discussed above. As a result, the Committee decided to provide tax relief for the participants of the program. The Evaluation Vehicle Program is available to Company officers and employees who are one Leadership Level below the officer level. The Committee decided to provide tax reimbursement so that the Company could continue to receive participant vehicle evaluation data and to ~~continue to~~ provide a valuable benefit to our executives.
~~James D. Farley, Jr.~~    Mr. Farley received an additional benefit in 2017 pursuant to his employment agreement. In October 2007, we entered into an agreement with Mr. Farley relating to his employment with Ford. The agreement provided that Mr. Farley would participate in the Ford Retirement Plan and, in consideration of the retirement benefits Mr. Farley forfeited with his previous employer, we agreed to provide him a series of lump-sum payments. The lump-sum amounts were determined as follows, less any retirement benefit otherwise payable from his prior employer or from Ford:
•
~~Two identical lump-sum amounts, while on the active employment roll, payable on the 1~~^st ~~day of the month Mr. Farley became age 50 and age 55, designed to provide equivalent value as if he met his prior employer's eligibility requirements for early retirement.~~
Amounts paid to Mr. Farley during 2017 pursuant to this arrangement, which was the final amount due under the agreement, are included in column (h) of the Summary Compensation Table on p. 62. The Committee approved of these arrangements in order to persuade Mr. Farley to join Ford from his previous employer. The Committee believed these terms were reasonable given Mr. Farley's experience and success at his prior employer.
RETIREMENT PLANS
In general, we believe that the retirement plans described below serve several worthwhile business purposes, including retaining leadership talent, providing income security to long serving executives, and providing flexibility to us in transferring executives among our operations. We believe these programs to be reasonable and appropriate ~~in light of~~considering competitive practices and our executives' total compensation program. For additional information, see the Pension Benefits in ~~2017~~2020 table on ~~pp. 68-69~~p. 86 and the Nonqualified Deferred Compensation in ~~2017~~2020 table on p. ~~70.~~88.

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The amounts shown in column ~~(g)~~(h) of the Summary Compensation Table on p. 6280 can vary significantly year to year. These amounts are driven by assumptions regarding discount rates and mortality tables, as well as plan design, years of service, base pay, and the age of the employee. These amounts do not reflect compensation that was paid for any year shown.
Pre-2004 Plans    Our General Retirement Plan ("GRP") provides a tax-qualified defined benefit for each year of non-contributory participation by employees in the U.S. hired before January 1, 2004 and added benefits for those who make contributions. We also have three other nonqualified retirement plans for certain eligible ~~employees: the~~employees. The Supplemental Executive Retirement Plan ("SERP") ~~that~~ provides a supplemental monthly benefit calculated on a percentage of final average pay and ~~service, the~~service. The Benefit Equalization Plan ("GRP-BEP")~~, and the Executive Separation Allowance Plan ("ESAP"). Under the GRP-BEP,~~ provides eligible employees ~~receive~~with benefits substantially equal to those they could have received under the GRP but were not able to because of Internal Revenue Code limitations. ~~Certain~~The Executive Separation Allowance Plan ("ESAP") provides a percentage of salary, based on age and service, from the time of separation until age 65 to certain eligible executives who separate from employment after age 55 (age 52 if retiring under our Select Retirement Plan ("SRP")) and prior to age 65 may be eligible for monthly benefits under the ESAP that provide a percentage of salary, based on age and service, at time of separation until age 65. Messrs. Ford, Shanks, Hinrichs, and Fields are eligible for benefits under the GRP, SERP, GRP-BEP, and ESAP. During the period for which Mr. Ford did not receive a cash salary (i.e., November 2001 through July 2010), each of these plans, including the SRP, had been amended in order to provide him with benefits using a notional base annual salary..
The SRP is a voluntary retirement program offered from time-to-time for select U.S. management employees. The Committee believes the SRP provides flexibility in executive succession planning.
Messrs. Ford, Lawler, Thai-Tang, and Galhotra are eligible for benefits under the GRP, SERP, GRP-BEP, and ESAP. During the periods for which Mr. Ford did not receive a cash salary (i.e., November 2001 through July 2010 and May 1, 2020 through October 1, 2020), each of these plans, including the SRP, provided him with benefits using a notional annual base salary and he continued to accrue credited and contributor service under those plans.
Benefits under SERP, SRP, ESAP, and GRP-BEP are not funded. In addition, in accordance with Code Section 409A, benefits that accrued or vested on or after January 1, 2005 under these plans may not be paid to certain key executives until at least six months following their separation from employment. Messrs. Farley, Hackett, and Stone are not eligible to participate in the GRP, GRP-BEP, SRP, SERP, or ESAP.
Post-January 1, 2004 Plan    Consistent with our Strategy Statement (see Compensation Philosophy and Strategy ~~and Guiding Principles~~ on pp. ~~42-43)~~48-49) to develop benefit programs
that provide employees with income security and protection from catastrophic loss while minimizing our long-term liabilities, Ford adopted a tax qualified defined contribution retirement plan, the Ford Retirement Plan ("FRP"), for salaried employees hired or rehired on or after January 1, 2004 in the U.S.
The FRP was adopted in order to provide us with more predictable retirement benefit costs and reduced financial statement volatility. These goals are achieved through a stable contribution schedule and the transfer of financial and demographic risks from us to plan participants while still providing employees with the opportunity for adequate income in retirement. We also have nonqualified plans for employees who participate in the FRP. Under the ~~FRP-BEP,~~FRP-Benefit Equalization Plan ("FRP-BEP"), employees, including Messrs. Farley, Hackett and ~~Farley,~~Stone, receive benefits substantially equal to those they would have received under the FRP but were not able to because of Internal Revenue Code limitations. The Defined Contribution Supplemental Executive Retirement Plan ("DC SERP") provides certain executives a notional account balance which provides retirement benefits in addition to those provided by the FRP. Company contributions are calculated as a percentage of base salary based on the executive's age and position. To
Effective July 9, 2020, upon the recommendation of the Committee, the Board amended the DC SERP such that to be eligible for DC SERP payments after separation ~~an executive~~(which must be ~~at least age 55 with 10 years of~~a Company ~~service,~~approved separation), a participant must have attained at least 5 years of service at Leadership Level 4 or above ~~immediately preceding separation,~~(including executive officers), and ~~separate~~either 55 years of age with 10 years of total service or 65 years of age with 5 years of total service. The previous eligibility requirement was 5 years of service at Leadership Level 4 or above and 55 years of age with 10 years of service. The amendment to the DC SERP also provided the Committee with discretion to waive the length of service eligibility requirements. The Committee recommended the eligibility requirement amendment to the Board in order to avoid the adverse effect that the prior eligibility requirement had on late career employees at the Leadership Level 4 and above levels and to align the DC SERP with other post-employment benefit eligibility provided to employees hired after January 1, 2004, such as vehicle programs, health retirement accounts, and stock award retention. As a result of the amendment, Mr. Hackett, with five years of service with the Company, ~~approval. Employees who participate in~~was eligible for the ~~FRP, including Messrs. Hackett and Farley, are not eligible to participate in the GRP (with respect to future service), GRP-BEP,~~DC SERP ~~or ESAP.~~upon his retirement on March 31, 2021.

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At the ~~2017~~2020 Annual Meeting, we asked you to approve the compensation of the Named Executives as presented in our ~~2017~~2020 Proxy Statement. You approved the compensation of the Named Executives with ~~96.5%~~84.2% of the votes cast "For" approval. ~~This result was consistent~~
We met with ~~the 2015~~institutional investors throughout 2020 to receive feedback and ~~2016 Say-on-Pay results, which had approval rates of around 97.0%. We~~discuss various topics, including long term strategy; financial and operating performance;
risk management; environmental, social, and governance practices; and executive compensation practices. Based on these discussions, we believe investors were generally satisfied with our compensation programs in 2020 and we are pleased that investors support our compensation philosophy, policies, and programs.
We met with institutional investors in the autumn of 2017 to discuss corporate governance topics and any executive compensation related concerns. In general, investors were pleased with the changes we made to our compensation programs in 2015 and did not note any additional concerns.
As we noted in our 2015 CD&A, the Compensation Committee decided to modify our change in control provisions of our equity awards. Beginning in 2016, the Committee modified the terms and conditions applicable to equity-based awards so that upon a change in control of the Company where Ford is not the surviving entity, unvested awards will terminate if such awards have been replaced by comparable awards from the acquiring corporation, unless any recipient is terminated or there is a reduction in an executive's responsibilities as of the date of the change in control. In those cases, or in the event awards are not replaced with comparable awards, such unvested awards will vest immediately prior to the change in control. The Committee adopted this change in order to bring our provisions in line with market practice and shareholder preferences.
•
Named Executives' compensation is tied to our 2020 and 2018-2020 performance periods

•
Reacted swiftly and appropriately to the uncertainties and challenges presented by the COVID-19 pandemic, including by deferring a portion of each Named Executives' base salary until the Company had repaid at least $7 billion of its Automotive debt

•
Provided appropriate and reasonable compensation for Named Executives' performance in 2020 despite unprecedented challenges from COVID-19

•
80% of our Named Executives' target compensation is performance-based (with the exception of Mr. Stone, who resigned and separated from the Company in October 2020)
•
Our Global Compensation and Benefits Philosophy, Strategy, and Guiding Principles include a pay equity objective

•
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

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

•
Executive pay practices are tied to robust risk and control features
•
~~Named Executives' compensation is tied to our 2017 and 2015-2017 performance periods~~
•
~~Executive stock ownership goals continue to align the interests of executives with shareholders~~
•
~~80% of our Named Executives' target compensation is performance-based~~
•
~~We continued a modest share buyback program to offset the dilutive effect of our equity compensation plans~~
•
~~Executive pay practices are tied to robust risk and control features~~
•
~~We listened to shareholder feedback and adopted a double-trigger change-in-control policy for equity awards beginning in 2016~~

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COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (CD&A) with management. Based on this review and discussion, the Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2020.

Compensation Committee

Anthony F. Earley, Jr. (Chair)

~~Ellen R. Marram~~John L. Thornton
Jon M. Huntsman, Jr. John S. Weinberg
John C. Lechleiter ~~John L. Thornton~~
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
~~The~~During 2020, the Compensation Committee iswas comprised of Anthony F. Earley, Jr., Jon M. Huntsman, Jr., John C. Lechleiter, ~~Ellen R. Marram,~~John L. Thornton, and John ~~L. Thornton,~~S. Weinberg, none of whom is an employee or a current or former officer of the ~~Company.~~Company and none of whom had any relationship with the Company requiring disclosure.

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COMPENSATION OF NAMED EXECUTIVES
The table below shows 2020 compensation for James ~~P. Hackett, who became~~D. Farley, Jr., our President & CEO, ~~on May 19, 2017, Robert L. Shanks, who served as Executive Vice President &~~John T. Lawler, our Chief Financial Officer, ~~during 2017, Mark Fields, who served as~~James P. Hackett, our former President & CEO, ~~from January 1 until May 19, 2017,~~Tim Stone, our former Chief Financial Officer, and the three other most highly compensated executive officers at the end of ~~2017.~~2020.
~~SUMMARY COMPENSATION TABLE~~
SUMMARY COMPENSATION TABLE



Name and Principal Position
Year
Salary
($)
Bonus 1
($)
Stock
Awards 2
($)
Non-Equity
Incentive Plan
Compensation 3
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings 4
($)
All Other
Compensation 5
($)
Total
($)

(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(b) (c) (d) (e) (f) (g) (h) (i) (j)
Name and Principal Position*
Year Salary
($) Bonus 1
($) Stock
Awards 2
($) Option
Awards 2
($) Non-Equity
Incentive Plan
Compensation 3
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings 4
($) All Other
Compensation 5
($) Total
($)

James P. Hackett
2017 1,344,333 1,000,000 10,366,420 3,600,000 0 420,971 16,731,724
President and Chief
Executive Officer

James D. Farley, Jr.
2020 1,425,000 0 5,055,073 4,175,565 449,100 0 697,316 11,802,054
President and Chief
2019 1,100,000 185,600 6,086,486 0 742,500 0 246,893 8,361,479
Executive Officer
2018 1,075,000 0 3,744,511 0 792,000 0 249,077 5,860,588

Robert L. Shanks
2017 879,750 309,750 3,677,962 885,000 893,185 98,571 6,744,218
Executive Vice President
2016 858,000 0 3,793,207 656,640 890,532 95,083 6,293,462
and Chief Financial Officer
2015 831,250 0 3,538,882 831,600 274,890 81,224 5,557,846
John T. Lawler
2020 715,000 0 1,971,478 0 154,400 2,939,567 202,696 5,983,141
Chief Financial Officer

William Clay Ford, Jr.
2017 1,650,000 0 10,266,426 1,000,000 1,192,132 1,517,541 15,626,099 2020 1,700,000 0 6,293,472 4,463,682 230,000 2,099,279 1,260,109 16,046,542
Executive Chairman
2016 1,625,000 0 8,737,761 760,000 1,452,739 1,287,438 13,862,938 2019 1,700,000 0 10,449,163 0 486,000 2,646,771 1,475,316 16,757,250
2015 2,000,000 0 7,077,764 990,000 1,376,677 1,416,399 12,860,840 2018 1,700,000 0 10,096,459 0 720,000 0 1,323,267 13,839,726

James D. Farley, Jr.
2017 973,417 200,000 8,807,539 1,000,000 0 2,492,602 13,473,558
Executive Vice President
2016 918,750 246,050 3,597,900 703,000 0 1,143,753 6,609,453
and President — Global Markets
2015 893,750 178,200 3,336,670 891,000 0 505,345 5,804,965
Hau Thai-Tang
2020 1,158,333 83,500 5,796,808 0 310,500 4,279,823 151,441 11,780,405
Chief Product Platform &

Operations Officer

Joseph R. Hinrichs
2017 1,081,000 0 8,677,955 1,087,000 1,170,817 107,778 12,124,550
Executive Vice President
2016 1,053,500 0 3,926,842 807,880 835,352 99,957 6,723,531
and President — Global Operations
2015 1,018,750 304,425 3,741,094 1,014,750 261,574 77,586 6,418,179
Kumar Galhotra
2020 865,000 69,250 3,437,450 0 258,750 3,790,776 112,868 8,534,094
President, Americas and

International Markets Group

Mark Fields
2017 1,050,000 0 13,965,230 2,100,000 5,995,486 389,395 23,500,111
Retired President and
2016 1,787,500 0 14,298,356 2,736,000 2,845,003 435,639 22,102,498
Chief Executive Officer
2015 1,750,000 0 12,133,338 3,465,000 858,157 370,451 18,576,946
James P. Hackett
2020 1,800,000 0 7,943,214 5,633,775 828,000 0 523,516 16,728,505
Former President and Chief
2019 1,800,000 0 13,188,269 0 1,749,600 0 617,637 17,355,506
Executive Officer
2018 1,800,000 0 12,743,125 0 2,592,000 0 617,710 17,752,835

Tim Stone
2020 1,033,333 0 4,633,951 0 258,750 0 246,987 6,173,021
Former Chief Financial Officer
2019 783,338 1,482,500 4,299,992 0 742,500 0 1,009,923 8,318,253

*: The titles shown reflect titles as of December 31, 2020.
1: The amounts shown for ~~2015~~2020 reflect a discretionary incremental bonus ~~awards~~award paid in ~~2016~~2021 for ~~2015 performance; amounts shown~~2020 performance for ~~2016 reflect discretionary bonus awards paid in 2017 for 2016 performance;~~Messrs. Thai-Tang and ~~the amounts shown for 2017 reflect discretionary bonus awards paid in 2018 for 2017 performance~~Galhotra (see Compensation Discussion and Analysis — Incremental Bonuses on ~~pp. 53-54)~~p. 66). The amount shown in 2019 for Mr. Farley reflects a discretionary incremental bonus award paid to Mr. Farley in 2020 for 2019 performance. The amount shown in 2019 for Mr. Stone reflects (i) an $850,000 signing bonus and (ii) 46% of the $1.375 million Incentive Bonus he was guaranteed to receive pursuant to his employment agreement (see Exhibit 10-M to Ford's Annual Report on Form 10-K for the year ended December 31, 2020).
2: The amounts shown in ~~column~~columns (e) and (f) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic ~~718 for stock-based awards for each of the Named Executives for the years ended December 31, 2017, 2016, and 2015.~~718. The assumptions used for the ~~2017, 2016,~~2020, 2019, and ~~2015~~2018 calculations can be found at Note 6 to our audited financial statements in Ford's Annual ~~Report~~Reports on Form 10-K for the ~~year~~years ended December 31, ~~2017; Note 20 to our audited financial statements in Ford's Annual Report on Form 10-K for the year ended~~2020, December 31, ~~2016;~~2019, and ~~Note 19 to our audited financial statements in Ford's Annual Report on Form 10-K for the year ended~~ December 31, ~~2015,~~2018, respectively. The fair value of both the Time-Based Units and the internal performance conditions (financial metrics) portion of the Performance Units is determined using the closing price of Ford common stock at the grant date, or, in the case of awards with a grant date of March 19, 2020, the closing price of Ford common stock on March 4, 2020, which was the grant date of most other annual equity awards. Pursuant to SEC rules, we disregarded the estimate of forfeitures related to service-based vesting conditions.
For stock awards granted in ~~2017, 2016,~~2020, 2019, and ~~2015,~~2018, the amounts shown in column (e) reflect grant date fair values for both Time-Based Units and Performance Units. For those portions of the amounts that relate to the ~~2017, 2016, and 2015~~2020 Performance Units, such amounts reflect the grant date fair values of such awards derived using a Monte Carlo valuation that considers all possible payout values (including the maximum potential value). Ford's relative TSR performance at the end of the performance period for the 2020 Performance Units will adjust the final number of shares granted by –25%, 0%, or +25%, except that the final number of shares will not exceed the potential maximum value for such awards, as shown in the table below. For those portions of the amounts that relate to the 2019 and 2018 Performance Units, such amounts reflect the grant date fair values of such awards that are subject to performance conditions ~~(internal financial~~(financial metrics) and market conditions (relative TSR performance). The grant date fair values shown above for the ~~2017, 2016,~~2020, 2019, and ~~2015~~2018 Performance Units are reported based upon the probable outcome of such conditions as of the respective dates of grant. Pursuant to SEC rules, for those parts of the Performance Unit grants that are subject to performance conditions, the following table ~~below~~ shows the values of such awards at their respective grant dates assuming that the highest levels of the performance conditions are achieved. The 2018 and 2019 Performance Units consist of a portion that is subject to performance conditions (financial metrics) and a portion that is subject to market conditions (relative TSR). For ~~those parts of~~ the ~~Performance Unit grants~~portion that ~~are~~is subject to market conditions, the potential maximum values are factored into the ~~awards'~~awards calculated grant date fair values ~~(see Long-Term Incentive Awards on pp. 54-56 for~~using a ~~discussion of~~Monte Carlo valuation. For the ~~2017~~2020 Performance ~~Unit grants,~~Units, the ~~internal financial metrics, relative TSR metric, and the weightings of each).~~entire award is subject to both performance conditions

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Name
Year
Performance
Conditions
($)
Market
Conditions
($)

James P. Hackett
2017 11,699,975 1,916,447

Robert L. Shanks

2017
4,151,239
679,846

2016
4,151,256
795,085

2015
3,937,481
695,144

William Clay Ford, Jr.

2017
11,587,495
1,897,685

2016
9,562,490
1,831,521

2015
7,874,962
1,390,288

Name
Year
Performance
Conditions
($)
Market
Conditions
($)

James D. Farley, Jr.
2017 4,297,488 703,805

2016
3,937,486
754,162

2015
3,712,484
655,428

Joseph R. Hinrichs

2017
4,151,239
679,846

2016
4,297,488
823,108

2015
4,162,478
734,860

Mark Fields*

2017
15,749,977
1,965,246

2016
15,749,985
2,298,368

2015
13,499,985
2,383,347

*
~~SEC rules require~~(financial metrics) and market conditions (the relative TSR modifier that ~~we include in~~will adjust the ~~amounts~~final number of shares granted by –25%, 0%, or +25%), except that the final number of shares will not exceed the potential maximum value for ~~Mr. Fields in column (e) and~~such awards as shown in the table above a strategic incentive Performance Unit opportunity with a grant date value of $2.5 million and a potential maximum value $3.75 million granted in March 2017. This grant was cancelled upon Mr. Fields's retirement from the Companybelow (see Compensation Discussion and Analysis — ~~Performance Unit Grants~~Long-Term Incentive Awards on ~~p. 54~~pp. 76-76 for a discussion of the ~~terms of this grant)~~2020 Performance Unit grants, the financial metrics and weightings and the relative TSR modifier).

Name
Year
Performance
Conditions
($)
Market
Conditions
($)

James D. Farley, Jr.
2020 6,110,158 *

2019
5,399,958
986,524

2018
3,437,990
497,517

John T. Lawler

2020
2,382,963
*

William Clay Ford, Jr.

2020
12,586,944
*

2019
9,269,989
1,694,170

2018
9,269,978
1,341,479

Hau Thai-Tang

2020
5,193,637
*

Name
Year
Performance
Conditions
($)
Market
Conditions
($)

Kumar Galhotra
2020 4,154,907 *

James P. Hackett

2020
15,886,427
*

2019
11,699,986
2,138,277

2018
11,700,000
1,693,125

Tim Stone

2020
3,766,302
*

2019
NA
NA


EXECUTIVE COMPENSATION				2021 Proxy Statement		81


~~EXECUTIVE COMPENSATION~~				~~2018 Proxy Statement~~		63

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards 1 Estimated Future Payouts Under
Equity Incentive Plan
Awards 2

(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)

Name
Grant
Date
Approval
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) 3
Grant
Date Fair
Value of
Stock and
Option
Awards
($) 4

James P. Hackett
3/3/2017 2/8/2017 201,421 402,842 2,538,912
5/22/2017 5/19/2017 472,972 945,944 5,227,523
3/3/2017 2/8/2017 67,140 849,992
5/22/2017 5/19/2017 157,657 1,749,993
3/16/2017 3/8/2017 716,000 1,432,000
5/22/2017 5/19/2017 3,600,000 7,200,000

Robert L. Shanks
3/3/2017 2/8/2017 218,601 437,202 2,755,466
3/3/2017 2/8/2017 72,867 922,496
3/16/2017 3/8/2017 885,000 1,770,000

William Clay Ford, Jr.
3/3/2017 2/8/2017 610,189 1,220,378 7,691,433
3/3/2017 2/8/2017 203,396 2,574,993
3/16/2017 3/8/2017 1,000,000 2,000,000

James D. Farley, Jr.
3/3/2017 2/8/2017 226,303 452,606 2,852,549
3/3/2017 2/8/2017 75,434 954,994
5/15/2017 2/8/2017 457,038 4,999,996
3/16/2017 3/8/2017 1,000,000 2,000,000

Joseph R. Hinrichs
3/3/2017 2/8/2017 218,601 437,202 2,755,466
3/3/2017 2/8/2017 72,867 922,496
8/15/2017 5/19/2017 461,254 4,999,993
3/16/2017 3/8/2017 1,087,000 2,174,000

Mark Fields
3/3/2017 2/8/2017 631,911 1,263,822 7,965,238
3/3/2017 2/8/2017 276,461 3,499,996
3/3/2017 2/8/2017 197,472 296,208 2,499,996
3/16/2017 3/8/2017 3,600,000 7,200,000

1: The amounts shown for Mr. Stone were forfeited when he resigned and separated from the Company in columns (e) and (f) represent the target and maximum amounts payable for 2017 performance under the Incentive Bonus Plan. Our Incentive Bonus Plan does not have a formal threshold award in that there is no minimum amount payable for a certainOctober 2020.


6482		EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement

1: The amounts shown in columns (e) and (f) represent the target and maximum amounts payable for 2020 performance under the Incentive Bonus Plan. Our Incentive Bonus Plan does not have a formal threshold award in that there is no minimum amount payable for a certain level of performance under the plan. The Compensation Committee exercises discretion as to whether to make payouts if performance does not achieve target levels. The material terms of the awards are described in Compensation Discussion and Analysis — Annual Cash Incentive Awards at pp. ~~51-52.~~63-66. For actual payouts made under the Incentive Bonus Plan for ~~2017~~2020 performance, see column ~~(f)~~(g) of the Summary Compensation Table on p. 62. For Mr. Hackett, his initial target was established on March 8, 2017, for his role as Chairman of Ford Smart Mobility, LLC. His target was adjusted on May 19, 2017 upon his accession to the role of President and CEO.


EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement		6583

other instances of employment termination, all options generally end upon termination of employment or are exercisable for a specified period. Options are subject to certain conditions, including not engaging in competitive activity. Options generally cannot be transferred except through inheritance. In general, each grantee agrees to remain a Ford employee for at least one year from the date of the option grant.

5: The exercise price of the options is the closing price of Ford common stock traded on the NYSE on the effective date of the grant shown in column (b) (see Compensation Discussion and Analysis — Timing of Equity Awards on pp. 54-55).
6: The amounts shown in column (m) represent the full grant date fair value of each equity-based award shown in the table for each Named Executive computed under FASB ASC Topic 718. The fair value is determined using the closing price of Ford common stock at the grant date, or, in the case of the grants made on March 19, 2020, the closing price of Ford common stock on March 4, 2020, the grant date of most other annual equity awards. The assumptions used in calculating the grant date value can be found at Note 6 to our audited financial statements in Ford's Annual Report on Form 10-K for the year ended December 31, 2020. For awards subject to performance conditions, the values shown are based upon the probable outcome of such conditions as of the grant date.


6684		EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement

1: The table below details the vesting schedule for stock option grants based on the termination date of the relevant grant. ~~In general, option grants vest 33% one year~~Stock options generally have a vesting feature whereby one-third of each grant of stock options are exercisable after the first anniversary of the grant date, ~~66% two years~~an additional one-third after the ~~grant date,~~second anniversary, and ~~in full three years~~the final one-third after the ~~grant date.~~third anniversary.

2: The amounts shown for Named Executives consist of the following Time-Based Unit Grants:

For the ~~2015, 2016,~~2018, 2019, and ~~2017~~2020 grants of Time-Based Units, in general, these units vest over three years at a rate of 33%-33%-34%. The amount shown for Mr. ~~Hackett in~~Farley under the ~~2016 Annual Grant~~Incremental Grants column reflects retention and incentive Time-Based Unit awards received by Mr. Farley on May 15, 2019 and December 11, 2019 that vest at a rate of 33%-33%-34% beginning May 15, 2020. The amount shown for Mr. Lawler under the Incremental Grants column reflects a Time-Based Unit grant he received ~~upon his accession to the role~~in recognition of ~~Chairman, Ford Smart Mobility, LLC.~~expanded responsibilities on March 19, 2019 that vest at a rate of 33%-33%-34%. The amount shown for Mr. ~~Hackett~~Thai-Tang under the ~~Special~~Incremental Grants column reflects a Time-Based Unit grant he received ~~upon his accession as President and CEO. These~~in recognition of increased responsibilities on March 4, 2020 that vest on March 4, 2021. The amount shown for Mr. Stone under the Incremental Grants column reflects a Time-Based ~~Units will~~unit grant he received on April 15, 2019 in connection with being appointed Chief Financial Officer that vest ~~over three years~~ at a rate of 33%-33%-34%.

For grants awarded in 2018, 2019, and 2020, Dividend Equivalents accrue during the restriction period when dividends are paid on our common stock and will be paid in cash upon vesting of the underlying award (see Compensation Discussion and Analysis — Long-Term Incentive Awards on ~~p. 54-56)~~pp. 70-76). The amounts shown for Messrs. Farley and Hinrichs under the Special Grants column reflect retention awards. These Time-Based Units will vest in full three years from the respective grant dates (see Compensation Discussion and Analysis — Long-Term Incentive Awards on p. 54-56). The amount shown for Mr. Fields under the Special Grants column reflects a final award of Time-Based Units granted in March 2017 resulting from a 2016 strategic incentive Performance Unit opportunity. The Committee determined that Mr. Fields had earned 100% of the opportunity based upon 2016 performance against metrics. These Time-Based Units will vest in full two years from the grant date. When the Time-Based Units included in the table above vest, shares of Ford common stock will be issued, less shares withheld for tax obligation.

~~Dividend Equivalents will not be paid during the restriction period for any of the awards discussed above.~~

In addition to the above, the amounts shown for ~~Messrs. Hackett and~~Mr. Ford include ~~2,244 and 3,248~~3,799 Ford common stock units ~~respectively,~~ resulting from deferral of director fees and Dividend Equivalents that were credited to ~~their accounts~~his account pursuant to the Deferred Compensation Plan for Non-Employee Directors while ~~they~~he served as a non-employee ~~directors~~director of the Company. Such units will be converted and paid in cash on January 10 of the year ~~or equally on January 10 over the three years (as in the case of Mr. Hackett),~~ following termination of Board service, based upon the fair market value of a share of Ford common stock on December 31 of the preceding year.

3: The market value shown was determined by multiplying the number of units shown in column (f) by the closing price of Ford common stock, ~~$12.49,~~$8.79, on December ~~29, 2017.~~31, 2020.
4: The amounts shown for the Named Executives consist of the ~~annual~~following Performance Unit grants for the ~~2015, 2016,~~2018, 2019, and ~~2017~~2020 performance periods as follows (see also Compensation Discussion and Analysis — Long-Term Incentive Awards on pp. ~~54-56)~~70-76):

~~For~~The amount shown for Mr. ~~Hackett~~Farley under the ~~amount of the 2017 grant consists of 201,421~~Incremental Grants column reflects incremental Performance ~~Units granted~~Unit grants in ~~March 2017 in his role~~2019 as ~~Chairman of Ford Smart Mobility, LLC~~follows: 39,382 units on May 15, 2019 and ~~472,972 Performance Units granted upon his accession to the role of President and CEO in May 2017.~~

5: ~~The market value shown was determined by multiplying the number of~~98,792 units ~~shown in column (h) by the closing price of Ford common stock, $12.49,~~ on December ~~29, 2017. The number~~11, 2019. Final Awards for each of ~~units assumes that the target level was achieved for the~~these Performance ~~Units granted in 2015, 2016, and 2017.~~

Unit grants will be made


EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement		6785

on May 15, 2022. Final Awards for Performance Unit grants will be made in unrestricted shares of common stock at the conclusion of the three-year performance period, less shares withheld for tax obligation.

For grants awarded in 2018, 2019, and 2020, Dividend Equivalents accrue during the performance period when dividends are paid on our common stock and will be paid in cash upon granting of the Final Award based upon the performance factor achieved on the underlying Performance Unit grant (see Compensation Discussion and Analysis — Long-Term Incentive Awards on pp. 70-76).

5: The market value shown was determined by multiplying the number of units shown in column (h) by the closing price of Ford common stock, $8.79, on December 31, 2020. The number of units assumes that the target level was achieved for the Performance Units granted in 2018, 2019, and 2020.

1: The amounts shown in ~~columns (c) and~~column (e) represent the aggregate dollar value realized by the Named Executives upon the ~~exercising of stock options and/or the~~ vesting of stock awards. We computed the aggregate dollar value realized upon the exercise of stock options by multiplying the number of shares realized upon exercise by the difference between the market price of our stock at exercise and the exercise price of the options. We computed the aggregate dollar value realized upon vesting by multiplying the number of shares of stock vested by the fair market value (closing price) of Ford common stock on the vesting date.

1: The General Retirement Plan ("GRP") provides a flat-rate defined benefit of up to $47.45 per month for each year of non-contributory participation by employees in the United States hired before January 1, 2004, and contributory benefits for each year of contributory


86		EXECUTIVE COMPENSATION				2021 Proxy Statement

participation in which salaried employees contribute 1.5% of base salary up to the applicable limit of the Internal Revenue Code ("Code") — ~~$270,000~~$285,000 in ~~2017.~~

2020.

Contributory benefits are calculated as follows:


Contributory Benefit	=	(1.5% × Final Avg. Pay) × Contributory Service Years,		0.4% × Final Avg. Pay in excess of
		plus up to two years of waiting period service	+	Breakpoint × Contributory Service Years
				(maximum 35 service years)


68		~~EXECUTIVE COMPENSATION~~				~~2018 Proxy Statement~~

"Final Average Pay" is the average of the five highest consecutive December 31 monthly base salaries out of the last 10 years of contributory participation.

"Breakpoint" is 150% of Covered Compensation as of January 1 of the year of retirement.

"Covered Compensation" is the average of the Social Security wage base for the preceding 35 years for someone reaching normal retirement age.

Normal retirement is at age 65 with one or more years of credited pension service. Eligible employees who are age 55-64 and have at least 10 years of credited pension service, or employees with 30 or more years of credited pension service who are not yet age 65, may elect to retire early and receive reduced contributory and non-contributory benefits. In addition, Social Security bridging benefits are payable until age 62 and one month. Survivorship coverage is available under the GRP. Under the normal payment method for married participants (65% Qualified Joint and Survivor Annuity), there is a 5% reduction in benefits where the spouse is within five years of the employee's age.

The Benefit Equalization Plan ("GRP-BEP") provides eligible U.S. employees with benefits substantially equal to those that would have been provided under the GRP but that could not be provided because of Code limitations. 65% survivorship coverage is also available under the BEP.

The Supplemental Executive Retirement Plan ("SERP") provides certain eligible executives with an additional monthly benefit after separation from service equal to Final Five Year Average Base Salary multiplied by credited pension service and further multiplied by an applicable percentage (0.2% to 0.9% depending upon position at separation from service), reduced for separation from service prior to age 62. To be eligible, an executive must separate from service with the approval of the Company at or after age 55, have at least 10 years of credited pension service, and must generally have at least five continuous years of service at an eligible position. The SERP monthly benefit has no surviving spouse benefit. In addition, the SERP may provide annuities based on Company earnings, the executive's performance, and other factors. In addition, for separation from service effective October 1, 1998 or later, for certain U.S. Vice Presidents and above whose careers include foreign subsidiary service, the SERP provides an additional monthly pension parity benefit to equalize the total retirement benefits payable from the Company's retirement plans to an amount that would have been payable under the GRP and GRP-BEP if the executive's subsidiary service had been recognized as contributory service under those plans. The pension parity provides 65% survivorship coverage.

The Executive Separation Allowance Plan ("ESAP") provides benefits to certain eligible executives who have at least five years of eligible executive service, have at least ten years of GRP contributory membership, and who separate from employment after age 55 and prior to age 65. Benefits are payable (reduced by any GRP or GRP-BEP benefit distribution) to the eligible executive or his or her eligible surviving spouse until the executive reaches age 65. The amount of the benefit is a percentage of monthly base salary (not to exceed 60%) based on age and service equal to 1% per year of service (but not less than 15%) plus 1/2% for each month that age at separation exceeds 55 (maximum of 30%).

Effective December 31, 2019, all defined benefit retirement plans have a 35-year limit for service and pay for purposes of determining the pension benefits.

To achieve several business goals, we may offer benefits under the Select Retirement Plan ("SRP"), a voluntary separation program offered from time-to-time for select U.S. management employees. To be eligible, selected employees generally had to be at least age 52 with 10 or more years of service. ~~Since Mr. Fields received benefits under the SRP, we have included the present value of that benefit for him in the table above.~~ In general, the SRP adds three years of age and contributory service and uses "enhanced Final Average Salary" for purposes of calculating benefits based on the formulas under the GRP, GRP-BEP, SERP, and ESAP, with a minimum increase of 15% over regular benefits. Enhanced Final Average Salary is calculated by multiplying present base salary times three, then adding the last two year-end salaries and dividing the total by five.

The ~~present value of accumulated benefits for Mr. Fields was valued at May 31, 2017. In accordance with the requirements of Code Section 409A, Mr. Fields effectively retired June 1, 2017.~~

~~The~~ following assumptions are used in calculating the present value of the accumulated benefit:

•: The age at which benefits are assumed payable is the greater of (i) ~~current~~present age or (ii) age 65 for the GRP and GRP-BEP; age 62 for the SERP; and age 55 for the ESAP. ~~Current~~Present age is measured as of December 31, ~~2017. For Mr. Fields, current age was measured as of May 31, 2017.~~2020.
•: ~~Current~~Present compensation is used for purposes of the benefit calculations.
•: Present Value of Accumulated Benefit (column (d)) is calculated assuming a single life annuity; modified RP-2014 mortality table projected generationally; and a discount rate of ~~3.649%~~2.670% for the GRP; ~~3.607%~~2.541% for the SERP; ~~3.599%~~2.523% for the GRP-BEP; ~~3.154%~~1.614% for the ESAP; and ~~3.486%~~2.293% for the SRP as of December 31, ~~2017.~~
•: For Mr. Fields, Present Value of Accumulated Benefit (column (d)) is calculated assuming a single life annuity; modified RP-2000 mortality table projected generationally; and a discount rate of 4.1% for the GRP; 4.0% for the SERP; 4.0% for GRP-BEP; 3.3% for the ESAP; and 3.8% for the SRP as of May 31, 2017.2020.
•: The present values include amounts relating to employee contributions.
Code Section 409A governs the timing for income inclusion of amounts under our supplemental retirement plans. We believe our supplemental retirement plans presently meet the requirements of Code Section 409A. As a result, employees generally will be taxed when compensation is received under these plans; however, distribution of these amounts may be delayed for six months following separation from service.


EXECUTIVE COMPENSATION				2021 Proxy Statement		87

2: The SERP, GRP-BEP, and ESAP plans provided Mr. Ford with a benefit using a notional base annual salary for November 2001 through August 2010 and for May 1, 2020 through October 1, 2020 because he did not receive a cash salary for ~~that period.~~those periods.
3: Messrs. Farley, Hackett, and ~~Farley~~Stone do not participate in the GRP, SERP, GRP-BEP, or ESAP. Ford has a different tax qualified defined contribution retirement plan, the Ford Retirement Plan ("FRP"), for salaried employees hired or rehired on or after January 1, 2004 in the U.S. See Nonqualified Deferred Compensation in ~~2017~~2020 table on ~~p. 70.~~below.


~~EXECUTIVE COMPENSATION~~				~~2018 Proxy Statement~~		69

1: The nontax-qualified defined contribution plan represented in the above table is the benefit equalization plan with sub-accounts that relate to the Savings and Stock Investment Plan ("SSIP") and the Ford Retirement Plan ("FRP"). This plan is unfunded. Notional amounts are credited by book entry to the ~~participant's~~participants' account. Participants choose how to allocate the notional amounts from a menu of investment measurement options used solely for the purpose of valuing the participants' accounts. These are considered notional investments. The performance of an individual's investment option(s) tracks the notional value as if an actual investment was made in such option(s).

For the BEP-SSIP sub-account, investment options include: target-date retirement funds; passively and actively managed domestic, global, and international equity funds; fixed income funds; a Company common stock fund; a real asset fund; and a stable value fund. Participants may change their investment elections at any time. The BEP-FRP sub-account offers a subset of these investment measurement options, which does not include a Company common stock fund. Distribution of account balances from these nonqualified plans may be delayed for six months in accordance with Code Section 409A.

The BEP-SSIP sub-account preserves benefits that are substantially equal to any Company matching contributions that would have been made under the SSIP but limited due to Code limitations. Likewise, the BEP-FRP sub-account provides notional credits equivalent to Company contributions that would have been made under the FRP account but for Code limitations.

The FRP is a tax-qualified, defined contribution profit sharing plan for employees hired or rehired beginning January 1, 2004. The Company makes scheduled contributions to a participant's FRP account calculated as a percentage of base salary using a percentage established based on an employee's age. The Defined Contribution Supplemental Executive Retirement Plan ("DC SERP") provides certain executives a notional account balance which provides retirement benefits in addition to those provided by the FRP. To be eligible for DC SERP Company ~~contributions,~~credits, an executive must be hired on or after January 1, 2004 and be Leadership Level 4 (LL4) ~~and~~or above. Company ~~contributions~~credits are calculated as a percentage of base salary based on the executive's age and position. To be eligible for DC SERP payments after separation, an executive must ~~be at least age 55 with 10 years of Company service,~~ have attained at least 5 years of service at ~~LL4~~Leadership Level 4 or above, and be either 55 years of age with 10 years of total service or 65 years of age with 5 years of total service immediately preceding separation, and separate from service with Company approval. See Compensation Discussion & Analysis — Retirement Plans on pp. 76-77.

Initial notional credits to both the BEP: SSIP/FRP sub-accounts and Company contributions to the FRP are allocated to each sub-account's and FRP default investment option. Thereafter, participants may transfer the credits to the BEP-SSIP/FRP and the Company contributions to the FRP to any other investment option available under the respective plans and also elect how any future notional credits and Company contributions are allocated. Vested account balances of both the BEP-SSIP/FRP sub-accounts are distributed in cash in a lump sum as soon as practicable after death or separation from Ford. An employee becomes fully vested under these sub-accounts three years from their ~~original date of hire with Ford. All of the Named Executives participate in the BEP-SSIP. In addition, Messrs. Hackett and Farley participate in the BEP-FRP.~~

2: The amounts shown in column (c) for the Named Executives are reflected in column (h) of the Summary Compensation Table on p. 62 and represents credits made to their SERP and BEP-SSIP/FRP sub-accounts, respectively.
3: ~~None of the amounts shown in column (d) are reflected in the Summary Compensation Table.~~
4: ~~The amount shown in column (e) relates to amounts distributed to Mr. Fields after his retirement from the Company.~~
5: The following amounts were reported in the Summary Compensation Table in prior years: Mr. Hackett: $0; Mr. Shanks: $114,423; Mr. Ford: $411,412; Mr. Farley: $236,544; Mr. Hinrichs: $140,484; and Mr. Fields: $408,946.


7088		EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement

original date of hire with Ford. All of the Named Executives participate in the BEP-SSIP. In addition, Messrs. Farley, Hackett, and Stone participate in the BEP-FRP and DC-SERP.

2: The amounts shown in column (c) for the Named Executives are reflected in column (i) of the Summary Compensation Table on p. 80 and represent credits made to their SERP and BEP-SSIP/FRP sub-accounts, respectively.
3: None of the amounts shown in column (d) are reflected in the Summary Compensation Table.
4: The following amounts were reported in the Summary Compensation Table in prior years: Mr. Farley: $696,261; Mr. Lawler: $0; Mr. Ford: $601,537; Mr. Thai-Tang: $0; Mr. Galhotra: $0; Mr. Hackett: $1,066,155; and Mr. Stone: $123,918. Mr. Stone forfeited all nonqualified deferred compensation when he resigned and separated from the Company in October 2020.


EXECUTIVE COMPENSATION				2021 Proxy Statement		89

We maintain certain plans whereby we provide compensation and benefits to executives, including the Named Executives, in the event of a termination of employment. For disclosure of benefits pursuant to employment separation under our qualified and nonqualified pension plans for each of the Named Executives, see the Pension Benefits in ~~2017~~2020 table and related footnotes on pp. ~~68-69.~~86-88. For disclosure of payments due, if any, to each of the Named Executives pursuant to our nonqualified deferred compensation plans, please see the Nonqualified Deferred Compensation in ~~2017~~2020 table and related footnotes on ~~p. 70.~~pp. 88-89. In the table below, Messrs. ~~Shanks~~Lawler, Ford, Thai-Tang and ~~Ford~~Galhotra are shown as receiving amounts in the "Retirement Eligible" column because they each qualify as retirement eligible under our plans.

We do not have ~~any~~ formal agreements with any Named Executive, other than Messrs. Farley and Stone, regarding acceleration of awards ~~and we do not have any formal agreements with any Named Executive regarding~~or provision of benefits related to termination of employment; however, each of the

Named Executives may be entitled to certain compensation and benefits under our plans in such circumstances. Award agreements under our Long-Term Incentive Plans provide that a change in control occurs upon any merger or consolidation in which the Company is not the surviving entity. ~~As noted in the Compensation Discussion and Analysis — 2017 Say-on-Pay on p. 60, the~~The Compensation Committee adopted a double trigger ~~change-in-control~~change in control provision beginning with equity grants made in 2016. Under this provision, an executive's employment would have to be terminated or his duties reduced before any accelerated vesting of equity awards in a ~~change-in-control~~change in control situation. Please refer to Compensation Discussion and Analysis — 2020 Compensation Highlights on pp. 57-60, footnote 7 on p. 92, and the table on p. 93 for information about agreements the Company has with Messrs. Farley and Stone, respectively, regarding termination of employment.

The following ~~tables~~table for the Named Executives ~~assume~~assumes that the relevant triggering event occurred on December 31, ~~2017.~~2020. Mr. Stone is not included in the table because he resigned and separated from the Company in October 2020. Accordingly, the amounts actually paid to Mr. Stone as a result of his resignation and separation are included separately following this table. Unless otherwise noted, the fair market values of stock-based compensation (e.g., Performance Units or Restricted Stock Units) were calculated using the closing price of Ford common stock ($~~12.49)~~8.79) on the NYSE on December ~~29, 2017.~~31, 2020.


90		EXECUTIVE COMPENSATION				2021 Proxy Statement




(a)	(b)	(c)	(d)	(e)	(f)	(g)
Benefits and Payments Upon Termination	Voluntary Termination ($)	Retirement Eligible ($)	Change In Control (CIC) 7 ($)	Involuntary Not for Cause Termination 7 ($)	For Cause Termination ($)	Death or Disability ($)

James Farley
Compensation:
Base Salary	0	0	1,700,000	1,700,000	0	0
Incentive Bonus Plan ¹	0	0	1,952,500	1,952,500	0	449,100
Performance Units ²	0	0	1,557,693	0	0	1,557,693
Restricted Stock Units ³	0	0	4,486,082	0	0	4,486,082
Stock Options ⁴	0	0	3,312,216	3,312,216	0	0
Benefits and Perquisites:
Evaluation Vehicles ⁵	0	0	0	0	0	70,642
Life Insurance/Death Benefit ⁶	0	0	0	0	0	5,170,833
Total:	0	0	13,008,491	6,964,716	0	11,734,350

John Lawler
Compensation:
Incentive Bonus Plan ¹	0	154,400	0	0	0	154,400
Performance Units ²	0	390,654	390,654	0	0	390,654
Restricted Stock Units ³	0	3,290,923	3,290,923	0	0	3,290,923
Stock Options ⁴	0	0	0	0	0	0
Benefits and Perquisites:
Evaluation Vehicles ⁵	0	27,313	0	0	0	70,642
Life Insurance/Death Benefit ⁶	0	0	0	0	0	3,041,667
Total:	0	3,863,290	3,681,577	0	0	6,948,286

William C. Ford
Compensation:
Incentive Bonus Plan ¹	0	230,000	0	0	0	230,000
Performance Units ²	0	3,253,759	3,253,759	0	0	3,253,759
Restricted Stock Units ³	0	4,006,306	4,006,306	0	0	4,006,306
Stock Options ⁴	0	0	0	0	0	0
Benefits and Perquisites:
Evaluation Vehicles ⁵	0	19,847	0	0	0	70,642
Life Insurance/Death Benefit ⁶	0	0	0	0	0	5,170,833
Total:	0	7,509,912	7,260,065	0	0	12,731,540

Hau Thai-Tang
Compensation:
Incentive Bonus Plan ¹	0	310,500	0	0	0	310,500
Performance Units ²	0	1,220,913	1,220,913	0	0	1,220,913
Restricted Stock Units ³	0	5,386,283	5,386,283	0	0	5,386,283
Stock Options ⁴	0	0	0	0	0	0
Benefits and Perquisites:
Evaluation Vehicles ⁵	0	21,351	0	0	0	70,642
Life Insurance/Death Benefit ⁶	0	0	0	0	0	3,650,000
Total:	0	6,939,047	6,607,196	0	0	10,638,338

Kumar Galhotra
Compensation:
Incentive Bonus Plan ¹	0	258,750	0	0	0	258,750
Performance Units ²	0	830,927	830,927	0	0	830,927
Restricted Stock Units ³	0	2,517,324	2,517,324	0	0	2,517,324
Stock Options ⁴	0	0	0	0	0	0
Benefits and Perquisites:
Evaluation Vehicles ⁵	0	15,330	0	0	0	70,642
Life Insurance/Death Benefit ⁶	0	0	0	0	0	3,041,667
Total:	0	3,622,331	3,348,251	0	0	6,719,310

James Hackett
Compensation:
Incentive Bonus Plan ¹	0	0	0	0	0	828,000
Performance Units ²	0	0	4,106,688	0	0	4,106,688
Restricted Stock Units ³	0	0	5,014,343	0	0	5,014,343
Stock Options ⁴	0	0	0	0	0	0
Benefits and Perquisites:
Evaluation Vehicles ⁵	0	0	0	0	0	70,642
Life Insurance/Death Benefit ⁶	0	0	0	0	0	5,475,000
Total:	0	0	9,121,031	0	0	15,494,673

1: See column (g) of the Summary Compensation Table on p. 80. Since the amounts in column (d) of the Summary Compensation Table are paid at the discretion of the Compensation Committee, they are not considered as a payment due upon termination.


EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement		7191

(a)
(b)
(c)
(d)
(e)
(f)
(g)

Benefits and Payments Upon Termination
Voluntary
Termination
($)
Retirement
Eligible
($)
Change In
Control
($)
Involuntary
Not for Cause
Termination
($)
For Cause
Termination
($)
Death or
Disability
($)

James P. Hackett

Compensation:

Incentive Bonus Plan ¹
0 0 0 0 0 3,600,000

Performance Units ²
0 0 5,475,041 0 0 5,475,041

Restricted Stock Units ³
0 0 4,959,929 0 0 4,959,929

Benefits and Perquisites:

Evaluation Vehicles ⁴
0 0 0 0 0 53,931

Life Insurance/Death Benefit ⁵
0 0 0 0 0 5,475,000

Total:
0 0 10,434,970 0 0 19,563,901

Robert L. Shanks

Compensation:

Incentive Bonus Plan ¹
0 885,000 0 0 0 885,000

Performance Units ²
0 4,242,641 4,242,641 0 0 4,242,641

Restricted Stock Units ³
0 0 1,712,054 0 0 1,712,054

Benefits and Perquisites:

Evaluation Vehicles ⁴
0 13,058 0 0 0 53,931

Life Insurance/Death Benefit ⁵
0 0 0 0 0 2,691,875

Total:
0 5,140,699 5,954,695 0 0 9,585,501

William Clay Ford, Jr.

Compensation:

Incentive Bonus Plan ¹
0 1,000,000 0 0 0 1,000,000

Performance Units ²
0 10,253,865 10,253,865 0 0 10,253,865

Restricted Stock Units ³
0 0 4,357,936 0 0 4,357,936

Benefits and Perquisites:

Evaluation Vehicles ⁴
0 13,974 0 0 0 53,931

Life Insurance/Death Benefit ⁵
0 0 0 0 0 5,170,833

Total:
0 11,267,839 14,611,801 0 0 20,836,565

James D. Farley, Jr.

Compensation:

Incentive Bonus Plan ¹
0 0 0 0 0 1,000,000

Performance Units ²
0 0 4,170,911 0 0 4,170,911

Restricted Stock Units ³
0 0 7,409,930 0 0 7,409,930

Benefits and Perquisites:

Evaluation Vehicles ⁴
0 0 0 0 0 53,931

Life Insurance/Death Benefit ⁵
0 0 0 0 0 2,813,542

Total:
0 0 11,580,841 0 0 15,448,314

Joseph R. Hinrichs

Compensation:

Incentive Bonus Plan ¹
0 0 0 0 0 1,087,000

Performance Units ²
0 0 4,357,361 0 0 4,357,361

Restricted Stock Units ³
0 0 7,506,453 0 0 7,506,453

Benefits and Perquisites:

Evaluation Vehicles ⁴
0 0 0 0 0 53,931

Life Insurance/Death Benefit ⁵
0 0 0 0 0 3,233,292

Total:
0 0 11,863,814 0 0 16,238,037


72		~~EXECUTIVE COMPENSATION~~				~~2018 Proxy Statement~~


92		EXECUTIVE COMPENSATION				2021 Proxy Statement

deemed as if a termination for good reason during the Protected Period, if any successor to the Company does not assume these obligations upon a change in control.

Notwithstanding any provision in Mr. Farley's employment agreement to the contrary, if Mr. Farley is entitled upon a termination of employment to any change of control related benefits or payments under an employment or other agreement, or a severance plan, Mr. Farley shall not be entitled upon such termination to any duplicative payment or benefits under his employment agreement but instead shall receive only the greater payment or benefit, determined on an item by item basis. The following summarizes the severance arrangements:

•: one year of base salary (see Compensation Discussion and Analysis — Base Salary on pp. 61-62), plus annual bonus target (see Compensation Discussion and Analysis — Annual Cash Incentive Awards on pp. 63-66); and
•: removal of any outstanding vesting requirements on his 2020 stock option grant (see Compensation Discussion and Analysis — Long-Term Incentive Awards on pp. 70-76).



~~Mark Fields~~ Tim Stone
Compensation:
Incentive Bonus Plan ¹	$~~350,000~~	258,750
Performance Units ²	~~$4,686,566~~	0
~~Restricted Stock~~Time-Based Units ³	$~~3,154,420~~	1,596,779
Evaluation Vehicles ⁴	~~$9,404~~	0
Total:	$~~8,200,390~~	1,855,529

1: ~~The~~See column (g) of the Summary Compensation ~~Committee agreed that~~Table on p. 80. Mr. ~~Fields's Incentive Bonus would be~~Stone's incentive bonus was pro-rated ~~from January 1~~ to ~~August 1, 2017. The amount reflected~~reflect his time in ~~the table reflects the two additional months of pro-ration from his effective retirement date of June 1, 2017.~~service as Chief Financial Officer.
2: Mr. ~~Fields was allowed to retain~~Stone forfeited all Performance Units upon his ~~2017 Performance Unit annual grant that would otherwise had been forfeited because he did not remain with~~separation from the Company for six months following the grant date. The amount shown above reflects the Performance Unit target award multiplied by the performance-to-metrics as of December 31, 2017. In addition, the final award of the 2015 Performance Unit grant was not pro rated for the final seven months of the 2015-2017 Performance Period. We then multiplied that amount by the closing stock price of Ford stock on June 1, 2017 ($11.41), the effective date of Mr. Fields's retirement.Company.
3: Mr. ~~Fields was allowed~~Stone retained 209,551 unvested Time-Based Units that will vest according to ~~retain his 2017 Time-Based Restricted Stock Unit annual grant that would otherwise had been forfeited because he did not remain with~~ the ~~Company for six months following the grant date.~~normal vesting schedule. The amount shown above reflects the number of ~~such~~these Time-Based ~~Restricted Stock~~ Units multiplied by the closing price of Ford stock on ~~June 1, 2017~~October 15, 2020 ($~~11.41)~~7.62), the effective date of his separation from the Company. Mr. ~~Fields's retirement.~~Stone forfeited 273,363 Time-Based Units upon his separation. Additionally, as discussed under Compensation Discussion and Analysis—Pandemic Response Award on pp. 66-69, Mr. Stone received a grant of Pandemic Response TB-RSUs with a grant date value of $303,750 on March 4, 2021.
4: ~~The amount shown~~Mr. Stone was not eligible for ~~evaluation vehicles reflects the pro-rated cost of providing vehicles under~~ the Evaluation Vehicle Program following his separation from the ~~effective date of Mr. Fields's retirement (June 1) through the end of 2017 (see footnote (i) to the All Other Compensation table in 2017 on p. 63).~~Company.


EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement		7393


7494		EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement



~~Base Salary:~~		~~$1,800,000~~
~~Equity Compensation:~~		~~$15,350,360~~
~~Accession Bonus:~~		~~$1,000,000~~
~~Incentive Bonus:~~		~~$6,171,429~~
~~All Other Compensation:~~		~~$708,362~~

~~Total:~~		~~$25,030,151~~



~~Base Salary:~~		~~$1,800,000~~
~~Equity Compensation:~~		~~$10,366,420~~
~~Accession Bonus:~~		~~$1,000,000~~
~~Incentive Bonus:~~		~~$3,600,000~~
~~All Other Compensation:~~		~~$708,362~~

~~Total:~~		~~$17,474,782~~


EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement		7595

Country	Number of Employees



Austria	~~608~~	48
Belgium	~~454~~	395
Chile	36	31
Colombia	42	44
Czech Republic	2085
Denmark	43
Finland	33
France	288
Greece	18	20
Hungary	~~395~~	501
Ireland	319
Israel	8
Italy	93176
Korea	38
Morocco	11
Netherlands	22	52
New Zealand	6765
Norway	39
Peru	17	16
Philippines	66	54
Poland	28	81
Portugal	10	17
~~Russia~~Puerto Rico	~~3,898~~	7
~~South Korea~~Saudi Arabia	388
Sweden	1
Switzerland	35	53
~~Taiwan~~UAE	~~998~~	152
~~United Arab Emirates~~Uruguay	~~243~~
~~Vietnam~~	~~662~~	3
Total	~~7,753~~	2,288


7696		EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement

~~We seek your approval~~Bonus payment for 2020 performance, which is paid in 2021, and the increase, if any, in the present value of the 2018 Long-Term Incentive Plan (the "2018 Plan"). Our current long-term incentive plan, the 2008 Long-Term Incentive Plan (the "2008 Plan"), terminates on May 1, 2018. The Compensation Committee approved the 2018 Plan at its February 7 meeting and the 2018 Plan is effective on May 1, 2018. The text of the 2018 Plan is shown in Appendix I.employee's pension.

We believe it is important that a part of our employees' compensation be equity-based in order to better align their interests with the interests of shareholders. Under the 2018 Plan, we can grant stock options, stock appreciation rights, performance-based restricted stock units ("Performance Units"), and Other Stock-Based Awards (defined below). By granting equity-based compensation, we can tailor our equity-based compensation to achieve various objectives, such as:

•: ~~align employees' interests with shareholders' interests;~~
•: ~~provide employee incentives focused on the achievement of key business and strategic objectives;~~
•: ~~reward employees for performance and tie the value of that reward to future performance;~~
•: ~~retain key employees and attract new talent to the Company; and~~
•: ~~provide competitive and cost effective compensation.~~

We believe the Company's best interests will be served by your approval of the 2018 Plan so that we may continue to grant Performance Units to officers and other key salaried employees. In addition, we believe that our continued ability to grant Other Stock-Based Awards (defined below) is essential to provide us with flexibility to adapt the compensation of employees to new circumstances, such as changing business conditions, market fluctuations, significant developments, and other matters.

~~The following description is subject to the provisions of the 2018 Plan (see Appendix I).~~

~~Summary of 2018 Long-Term Incentive Plan~~

Under the 2018 Plan, awards of shares of common stock, Performance Units, time-based restricted stock units ("Time-Based Units"), options to purchase common stock, and various other rights relating to common stock (collectively, "Plan Awards") may be granted to officers and certain other salaried employees.

~~Prior to payment of any Plan Award that is payable in common stock, the Compensation Committee may decide to pay all or part of the Plan Award in cash of equal value.~~

~~Under the 2018 Plan, Plan Awards may be granted from May 1, 2018 through May 1, 2023. It is expected that grants of Time-Based Units and Performance Units will be made on an annual basis.~~

~~Limit on Plan Awards~~

The 2018 Plan provides that the maximum number of shares of common stock that may be available for the granting of Plan Awards each year is equal to 2% of the total number of issued shares of common stock as of December 31 of the prior year. This limit, as adjusted under the 2018 Plan, is called the 2% Limit. The 2% Limit may be increased to up to 3% in any year, with a corresponding reduction in the number of shares available in later years. The 2% Limit, as increased or adjusted under the 2018 Plan, is called the Overall Limit. As of December 31, 2017, the total number of issued shares of common stock was 3,987,071,864 shares and 2% of such number is 79,741,437 shares. 3% of such number is 119,612,156 shares.

Any unused portion of the 2% Limit for any year may be carried forward and used in later years; provided, however, that for any given calendar year only that portion of the unused 2% Limit from the previous year shall carryover so that the total number of shares available from the carryover of the unused 2% Limit from all previous years shall not exceed 100 million shares. Shares involved in the unexercised or undistributed portion of any terminated, expired, or forfeited Plan Award also are available for future Plan Awards. For the 2018 Plan, no shares are currently available for use as carry over from the unused portion of the 2% Limit from prior years, including the unexercised or undistributed portion of any terminated, expired, or forfeited Plan Award since the 2018 Plan is not effective until May 1, 2018.

The 2008 Plan also provides for a 2% Limit and has been used responsibly by the Committee as a proven valuable tool in attracting, incentivizing, and retaining employees. The 2% Limit allowed the Committee to grant Plan Awards in 2009, during the depths of the financial crisis, that were essential in retaining the talent needed to bring the Company back


~~PROPOSAL 4~~EXECUTIVE COMPENSATION				~~2018~~2021 Proxy Statement		77

to profitable growth. The Committee's granting practices have been well within the peer groups' equity grant practices and demonstrates the Committee's responsible representation of shareholder interests. The 2008 Plan's annual average run rate has been 0.8%, which further demonstrates the Committee's effective management of equity awards. While some may consider the 2% Limit to violate their litmus test of appropriate equity plan provisions, we ask that shareholders consider the Committee's responsible grant practices and provide the Committee with a valuable tool to attract, retain, and incentivize our employees to achieve Ford's strategic objectives.

The Committee appreciates shareholder concern in this area and has decided to adopt a 5-year term for the 2018 Plan, rather than the 10-year term of the 2008 Plan. Thus, shareholders will have the ability to vote on a new long-term incentive plan in 2023.

In the event of a merger, consolidation, reorganization, stock split, stock dividend, or any other event affecting the Company's common stock, the total number of shares available for Plan Awards and the number of shares covered by outstanding Plan Awards will be appropriately adjusted as determined by the Compensation Committee. As explained in Compensation Discussion and Analysis — 2017 Say-on-Pay on p. 60, the Committee has incorporated in Plan Award agreements a double-trigger change-in-control provision.

Subject to adjustment as described above, the aggregate number of shares of common stock that may be issued upon exercise of incentive stock options will not exceed 2% of the number of shares authorized under the Company's Restated Certificate of Incorporation on the date of adoption of the 2018 Plan.

On March 2, 2018, the grant date for 2018 equity awards made under the 2008 Plan, the fair market value of common stock (based on the closing price of our common stock on the New York Stock Exchange) was $10.40 a share.

~~Conditions~~

In general, outstanding awards under the 2018 Plan will be forfeited if a participant terminates his or her employment, fails to consult with the Company upon request or engages in competitive activity, unless the Company approved the activity, or if it is determined that the participant engaged in conduct contrary to the best interests of the Company. The Compensation Committee has incorporated into the Plan Award grant agreements of each officer under the 2018 Plan a recoupment provision whereby performance-based awards will be recouped 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.

~~Expenses~~

~~All expenses of the 2018 Plan are paid for by the Company and its participating subsidiaries.~~

~~Amendment or Termination of Plan~~

~~The 2018 Plan provides that:~~

•: ~~the Board of Directors, upon recommendation of the Compensation Committee, may terminate, amend, or modify the 2018 Plan; and~~
•: the Committee may amend or modify the 2018 Plan, except that neither the Board nor the Committee may take certain actions specified in the 2018 Plan without shareholder approval (such as increasing the total number of shares that may be granted under the 2018 Plan, extending the term of the 2018 Plan, or deleting or limiting the prohibition against cash buyouts for, or repricing of, options).

~~Performance-Based Restricted Stock Units ("Performance Units")~~

~~Eligibility~~

The Compensation Committee may grant Performance Units to officers and other key salaried employees. The Committee also may delegate to a committee, comprised of members consistent with Delaware law, the determination of the amount of individual grants for employees who are not officers of the Company, within limitations prescribed by the Committee. There are approximately 600 employees eligible to receive Performance Units; however, we expect about 45 officers annually will receive Performance Units under the 2018 Plan. Additionally, and consistent with our practice under the 2008 Plan, we expect to grant Performance Units to Leadership Level 2 and 3 employees, which consists of approximately 550 employees.

~~Terms of Performance Units and Distribution of Final Awards~~

~~A Performance Unit is the right to receive up to the number of shares of common stock described therein, if specific business objectives are met.~~

~~The Compensation Committee determines the performance period for a Performance Unit. At this time, we expect grants of Performance Units to be made annually and have a three-year performance period.~~


78		~~PROPOSAL 4~~				~~2018 Proxy Statement~~

After the end of the related performance period, the Committee may determine to award shares of stock or Restricted Stock Units that will be restricted from sale or other disposition for a period determined by the Committee. Consistent with the 2008 Plan, Final Awards have been made in shares of common stock at the end of the three-year performance period and, at this time, we expect to continue that practice.

Shares of common stock representing any Final Award generally will be distributed to the participant free of all restrictions on a date to be determined by the Committee following the performance period, less shares withheld for tax obligations.

~~Target Award and Performance Threshold~~

Prior to the grant of a Performance Unit, the Committee decides the targeted performance level at which a target award may be earned. The Committee decides the target award based on the employee's level of responsibility and other factors. The target award, designated as a number of shares, is based on achieving performance goals established by the Committee for the performance period. Within 90 days of the beginning of a performance period, the Committee may also decide any minimum performance level below which no stock award would be paid, and a maximum level above which no more would be paid.

~~Performance Criteria~~

The performance goals for a Performance Unit granted to a Named Executive may be based on one or more of the Performance Criteria defined in paragraph (b) of Article 4 of the 2018 Plan (see Appendix I). For Performance Units covering the 2018 performance period, the Compensation Committee determined that for all participants the criteria for awards would be based on the following financial metrics which have a combined weighting of 75% and relative total shareholder return ("TSR") which has an overall weighting of 25%:

~~Formula~~

The Committee also decides the formula to apply against the performance goals in deciding the percentage of the target award that is earned. Under the 2018 Plan, this amount may not exceed 200% of the target award, as adjusted under the Plan.

~~Dividend Equivalents~~

The 2018 Plan permits Dividend Equivalents to be accrued during any Performance Unit performance period and during the restriction period for any Final Award settled in Restricted Stock Units, if we pay dividends on our common stock. Dividend Equivalents are equal to cash dividends that the participant would have received if he or she had owned the number of shares equal to 100% of the Performance Unit grant during the performance period or 100% of the related Final Award settled in Restricted Stock Units. The Dividend Equivalents that accrued for Performance Units will be paid at the same percentage as the Final Award payout related to the Performance Unit. For example, if the Performance Unit Final Award is 50% of the Performance Unit Target, then only 50% of the accrued Dividend Equivalents related to that Performance Unit will be paid out. Dividend Equivalents can be accrued and paid in cash or in additional restricted stock units at the discretion of the Committee. The Committee approved the accrual and payment of Dividend Equivalents for the 2018 annual Performance Unit grants made under the 2008 Plan. It is expected that the Committee will continue that practice for Performance Unit grants under the 2018 Plan.

~~Maximum Amount of Final Awards~~

The maximum number of shares of common stock that may be available as stock awards or Restricted Stock Units to any employee pursuant to Performance Units in any year under the 2018 Plan is 4,000,000. This limit, as adjusted under the 2018 Plan, is called the Performance Unit Limit.

Because we have not made grants under the 2018 Plan as of the date of this Proxy Statement, it is not possible to predict the benefits or amounts that will be granted to particular individuals or groups of employees under the 2018 Plan. In order to provide you with comparable information of the nature of Performance Units grants that could be granted under the 2018 Plan, we show below data relating to grants made in March 2018 under the 2008 Plan.


~~PROPOSAL 4~~				~~2018 Proxy Statement~~		7997

In March 2018, the largest Performance Unit granted to any employee covered up to 37.5% of the Performance Unit Limit assuming a Final Award Payout of 200% of the Target Award. The number of shares which ultimately may be paid out to any Named Executive pursuant to the Performance Units granted in March 2018 cannot be determined at this time because the grants are subject to performance conditions. It is, however, subject to both the Performance Unit Limit and the Overall Limit and cannot exceed 200% of the related target award.

~~On March 2, 2018, the following persons received Performance Units for the 2018-2020 performance period covering the amount of common stock shown below:~~

Name
Shares Subject
to Performance
Units
Per Share
Grant Date Fair
Market Value

James P. Hackett,

Chief Executive Officer
750,000 $ 10.40

Robert L. Shanks,

Chief Financial Officer
212,884 $ 10.40

William Clay Ford, Jr.,

Executive Chairman
594,230 $ 10.40

James D. Farley, Jr.

Executive Vice President
220,384 $ 10.40

Joseph R. Hinrichs,

Executive Vice President
212,884 $ 10.40

Executive Officer Group (including Named Executives)
3,448,260 $ 10.40

Non-Executive Director Group
0 NA

Non-Executive Officer Employee Group
5,147,997 $ 10.40

The Committee believes that the Performance Units provision in the 2018 Plan for the Named Executives will provide flexibility for it to make stock awards within the Performance Unit Limit if the Committee deems it appropriate in order to provide competitive compensation or to recognize unique individual contributions. It also will provide the Committee with a tool to focus executive behavior to accomplish important business and strategic objectives. Additionally, it will serve as a strong retention element for key executives who are leading our transition to become the world's most trusted mobility company.

~~If this proposal is approved, it is expected that the Committee will make individual stock awards under the 2018 Plan that are lower than the Performance Unit Limit.~~

~~Effect of Termination of Employment~~

If a participant terminates his or her employment prior to the end of the performance period relating to any Performance Unit, the Performance Unit generally will be cancelled, except as otherwise provided in the 2018 Plan for certain types of termination. (See paragraph (e) of Article 4 of the 2018 Plan in Appendix I.)

~~Accounting Treatment for Performance Units~~

The fair market value of Performance Units will be accounted for in accordance with FASB ASC Topic 718. Accounting for Performance Units under this method will result in an income effect with respect to all new awards granted the 2018 Plan assuming your approval of the 2018 Plan.

~~Stock Options and Stock Appreciation Rights~~

~~Eligibility~~

The Board of Directors may grant stock options with or without related stock appreciation rights to officers and other key salaried employees on a global basis. About 4,500 employees are eligible to receive stock options; however, the Committee has not awarded stock options to any employees as part of the annual equity grant process since 2014. It is expected that the Committee will not grant stock options to employees during 2018. In addition, the Committee may grant options and related stock appreciation rights if authorized to do so by the Board. The Committee also may delegate to a committee, comprised of members consistent with Delaware law, the determination of the amount of individual grants for employees who are not officers of the Company, within limitations prescribed by the Committee.

~~Terms of Options and Stock Appreciation Rights~~

Options granted under the 2018 Plan will be designated at the time of grant as either "incentive stock options" ("ISOs") qualified under the federal tax law or options which do not so qualify ("NQOs"). Under the federal tax law, if the aggregate fair market value (determined at time of grant) of stock for which ISOs first become exercisable by a participant during any calendar year exceeds $100,000, such options will be treated as NQOs. Therefore, some participants may be granted both ISOs and NQOs.


80		~~PROPOSAL 4~~				~~2018 Proxy Statement~~

The option price of common stock covered by an option granted under the 2018 Plan is the fair market value of Ford common stock on the date of grant of such option. The fair market value of Ford common stock for determining the option price will be the closing price of Ford common stock on the grant date. Payment for shares purchased upon exercise of an option will be made in full at the time of exercise, either in cash or in shares of the Company's common stock (if owned at least six months) valued at their fair market value on the date of exercise.

A stock appreciation right entitles the participant to receive from the Company that number of shares of common stock determined by dividing (i) the total number of shares covered by the related option (or portion of it) multiplied by the amount by which the fair market value of a share of common stock on the exercise date exceeds the option price by (ii) the fair market value of a share of common stock on the exercise date.

In consideration of an option grant, with or without a related stock appreciation right, each participant must agree to remain in the employ of the Company for the period of time provided in the option agreement.

~~Options and related stock appreciation rights granted under the 2018 Plan terminate not later than ten years from the date of grant.~~

The Committee adopted a provision in the 2018 Plan that prohibits the repricing or cash-out of options or stock appreciation rights (see Article 5(h) of Appendix I). The Committee believed it was important to specifically prohibit this practice, which it had informally adopted for all previous Company long-term incentive plans.

~~Maximum Option Grant~~

There is a limit on the number of shares of common stock subject to stock options and stock appreciation rights that may be granted with or without stock appreciation rights to any employee for any year under the 2018 Plan. The limit, as adjusted under the 2018 Plan, is called the Option Limit. The Option Limit is equal to 6,000,000 shares. The Committee, in its discretion, may make individual stock option awards to employees that are lower than the Option Limit. The Option Limit exceeds the amount the Company granted to any person in any year under the 2008 Plan.

The Committee believes that the Option Limit for employees provides flexibility for it to make stock option grants within that limit if the Committee deems it appropriate in order to provide competitive compensation or to recognize unique individual contributions. If this proposal is approved, it is expected

~~that the Committee will make individual stock option grants under the 2018 Plan that are lower than the Option Limit.~~

~~Option Grant Data~~

~~No options or stock appreciation rights were granted in 2018, and we do not expect to make such grants during the remainder of 2018.~~

~~Effect of Termination of Employment~~

If, prior to the date that any option or stock appreciation right first becomes exercisable, a participant's employment terminates for any reason, all rights thereunder generally will cease, except as otherwise provided in the 2018 Plan for certain types of termination. (See paragraph (f) of Article 5 of the 2018 Plan in Appendix I.)

~~Accounting Treatment for Options and Stock Appreciation Rights~~

The Company expenses the fair market value of options and stock appreciation rights, using the Black-Scholes option-pricing model, in its financial statements under guidelines of FASB ASC Topic 718. Accounting for options and stock appreciation rights under this method will result in an income effect with respect to all new awards granted after May 1, 2018, if any, to employees assuming your approval of the 2018 Plan.

~~Federal Tax Consequences for Options and Stock Appreciation Rights~~

The grant of an option or stock appreciation right will not have any tax consequences for the participant or the Company under present federal tax laws. In general, upon the exercise of an NQO, the participant will realize ordinary taxable income measured by the difference between the option price and the fair market value of the stock received at the time of exercise, and the Company will be entitled to a tax deduction in the same amount.

The participant does not incur any taxable income at the time of exercise of an ISO. If the participant holds the shares acquired upon exercise of the ISO for more than one year after exercise, the difference between the option price and the amount realized upon disposition of the shares is treated as long-term capital gain or loss by the participant and the Company is not allowed a tax deduction. The excess of the fair market value of the shares received at the time of exercise of an ISO over the option price will be an "item of tax preference" which may result in the "alternative minimum tax" being imposed on the participant under the federal tax law.


~~PROPOSAL 4~~				~~2018 Proxy Statement~~		81

Upon the exercise of a stock appreciation right, generally the participant will realize ordinary taxable income measured by the fair market value of the stock or the amount of cash received at the time of exercise. The Company will be entitled to a tax deduction in the same amount.

~~Other Stock-Based Awards~~

The Plan permits the Committee to grant awards of common stock and other awards that are valued or determined in whole or part by reference to, or are otherwise based on, common stock ("Other Stock-Based Awards"). The Committee also may delegate to a committee, comprised of members consistent with Delaware law, the determination of the amount of individual grants for employees who are not officers of the Company, within limitations prescribed by the Committee. Other Stock-Based Awards generally may be granted either alone, in addition to, in tandem with, as an alternative to, or in substitution for, any other kind of award granted under the 2018 Plan or under any other Company plan, including a plan of an acquired entity. The Other Stock-Based Awards may be paid in common stock or other securities of the Company, cash or any other form of property or in any combination determined by the Committee.

Examples of Other Stock-Based Awards include restricted stock, rights to purchase common stock, options containing terms or provisions differing in whole or in part from ISOs and NQOs, securities convertible into common stock, awards in the form of stock units ("Time-Based Units"), Dividend Equivalents, and deferred awards of or related to common stock.

About 4,700 employees are eligible to receive Other Stock-Based Awards under the Plan, including 45 officers. The Named Executives, other executive officers, and other employees received Other Stock-Based Awards as of March 2, 2018, under the 2008 Plan. So far in 2018, the number of Time-Based Units granted as of March 2, 2018 to all employees under the 2008 Plan was 15,286,268. Other than Time-Based Units, no Other Stock-Based Awards were made in the first quarter of 2018.

~~Because the 2018 Plan is not effective until May 1, 2018, we show in the table below the grants of Other~~

~~Stock-Based Awards made on March 2, 2018 under the 2008 Plan:~~

Name
Shares Subject
to Time-Based
Units
Per Share
Grant Date Fair
Market Value

James P. Hackett,

Chief Executive Officer
500,00 $ 10.40

Robert L. Shanks,

Chief Financial Officer
430,384 $ 10.40

William Clay Ford, Jr.,

Executive Chairman
396,153 $ 10.40

James D. Farley, Jr.,

Executive Vice President
146,923 $ 10.40

Joseph R. Hinrichs,

Executive Vice President
141,923 $ 10.40

Executive Officer Group (including Named Executives)
2,587,302 $ 10.40

Non-Executive Director Group
0 NA

Non-Executive Officer Employee Group
12,063,262 $ 10.40

Since the adoption of the 2018 Plan, the Committee has approved the accrual and payment of Dividend Equivalents for awards of Time-Based Units if dividends are paid on Ford common stock. The Dividend Equivalents will accrue during the restriction period and be paid upon vesting of the underlying Time-Based Unit award.

The Committee decides the employees to whom Other Stock-Based Awards will be made, the kinds of such awards, the grant dates, the number of shares of Stock or units, the consideration for the awards, and other terms and conditions of the awards, subject to the 2018 Plan. The Committee may make adjustments in award criteria during any applicable award period.

~~Accounting Treatment for Restricted Common Stock and Restricted Stock Units~~

The fair market value of restricted common stock and Time-Based Units will be expensed over the restriction period, under guidelines of FASB ASC Topic 718. Accounting for restricted common stock and Time-Based Units under this method will result in an income effect with respect to all new awards granted pursuant to the 2018 Plan assuming your approval of the 2018 Plan.


82		~~PROPOSAL 4~~				~~2018 Proxy Statement~~

~~Stockholder Approval Condition~~

The grants of Plan Awards made by the Committee so far during 2018, to any employees after the date of this Proxy Statement but prior to your approval, if any, are subject to your approval of the terms of the 2018 Plan. If you approve this proposal, the terms of the 2018 Plan will continue in effect for Plan Awards to employees for 2018 and future years under the 2018 Plan.

If you do not approve this proposal, the Committee will not grant Plan Awards to key employees under the Company's 2018 Plan for 2018 and future years and any outstanding 2018 Plan Awards previously granted for 2018 pursuant to the 2018 Plan will be cancelled.

~~Reasons to Support~~

~~We believe your support of the 2018 Plan is warranted for many reasons, including the following:~~

•: ~~The Committee has a long history of responsible equity grant practices.~~

•: ~~The 2018 Plan has a five-year term.~~
•: ~~The 2018 Plan includes maximum limits related to option and PB-RSU grants.~~
•: ~~The 2018 Plan includes a prohibition on the repricing or cashing-out of options.~~

~~We request your vote FOR the 2018 Plan to allow us to continue to attract, retain, and incentivize employees to achieve our vision of becoming the world's most trusted mobility company.~~

~~Resolution~~

~~Ford management will present the following resolution to the meeting:~~

~~"RESOLVED,~~ ~~That the Company's 2018 Long-Term Incentive Plan described in Proposal 4 of the Proxy Statement and shown in Appendix I thereto is approved."~~


~~PROPOSAL 4~~				~~2018 Proxy Statement~~		83


8498		SHAREHOLDER PROPOSALS				~~2018~~2021 Proxy Statement

The Board of Directors recommends a voteAGAINST Proposal 54 because it is not in the best interests of Ford and you.

The Ford family has more than an ~~114-year~~117-year history of significant involvement in the affairs of the Company; they are bound to the Company not just in an economic sense through Class B shares but also on the basis of heritage, stewardship, and loyalty. Members of the Ford family always have played an important role in the Company both before and after it went public in 1956. As a direct result of the dual-class structure, the Ford family has a special interest in the long-term success of the Company and provides stability in the face of short-term market pressures and outside ~~influences.~~influences, and their involvement serves to provide a unique culture employees embrace. This structure also ensures that the Company has a solid and loyal investor base throughout economic downturns and crises.

Through their actions during the past century, the Ford family has proven that the long-term success of the Company for the benefit of all shareholders has been, and continues to be, the primary purpose of their involvement. This long-term focus is essential for sustained success in our industry. Never was this more evident than during the financial crisis. With the unwavering support of the Class B shareholders, Ford was able to maintain a resolute focus on accelerating its plans, not just to survive the crisis while protecting your interests as shareholders rather than going through bankruptcy proceedings, but also to build the foundation necessary to establish sustainable and profitable growth for all.

Moreover, the current capital structure has been in place since Ford became a public company in 1956; it was the basis on which those who owned the Company were willing to offer shares to the public and, in the words of the January 17, 1956 Prospectus, "relinquish their exclusive right to vote in the affairs of management." Every purchaser of a share of Ford's common stock since that time has done so based on full disclosure that the Company has two classes of voting stock, consisting of common stock (representing 60% of the voting power), and Class B Stock (representing 40% of the voting power). Indeed, we believe many purchasers of Ford stock are attracted to itbecause of the dual-class structure, as discussed above. Under the banner of "equal vote," therefore, the ~~Proposal~~proposal actually seeks to upend the ~~62-year~~64-year relationship among the Company's shareholders by ignoring the foundational compact on which that relationship was formed as well as the fundamental equitable interests that holders of both classes of stock established by their reliance on that structure.

Of course, neither history alone nor even the unfairness of upending the shareholders' compact would justify continuing the Company's capital structure if there were any demonstration that the interests of shareholders were being harmed because of that structure. But the proponent of the ~~Recapitalization Proposal~~proposal demonstrates nothing of the sort and could not do so. On the contrary, your interests as shareholders have been and will continue to be well served by the Company's longstanding capital structure.

Shareholders, however, need not rely just on capital structure or history to conclude that the ~~Proposal~~proposal is ~~unnecessary at best,~~ill-advised, for your interests as shareholders have long been protected within this structure through the Company's adherence to sound corporate governance practices and principles that complement the share capital structure and reinforce the Company's strong commitment to both long-term sustainability and shareholder value. These corporate governance practices are often equal to, or better than, the practices of both single and dual class companies. Among our robust corporate governance practices are the following:

•: annual election of all directors by majority vote;
•: common shareholders have the majority voting power, in contrast to the majority of multi-class companies;
•: Class B shareholders do not have the right to elect any directors separately from common shareholders, in contrast to many dual-class companies;
•: Common shareholders have the right to call special meetings;
•: ~~eleven~~nine of the ~~fourteen~~ director nominees are independent;
•: shareholders may act by written consent; and
•: the CEO and Chairman positions are separate, and the Board has a Lead Independent Director.


SHAREHOLDER PROPOSALS				~~2018~~2021 Proxy Statement		8599

In addition to these practices, we have instituted a robust Enterprise Risk Management process that allows for timely identification of, and response to, the ~~Creating Value Roadmap Process as our primary~~top risks facing the Company through a survey process of senior management and the Board of Directors. Once identified, each of the top risks is assigned an executive risk ~~management tool~~owner who is responsible to oversee risk assessment, develop mitigation plans, and provide regular updates (see Board's Role in Risk Management on pp. ~~13-16)~~15-18). ~~The Board has reviewed~~We continually review our enterprise risk management processes and procedures with the ~~Creating Value Roadmap Process,~~goal of improving our assessment of, and ~~it has been institutionalized through a policy letter that is binding on all Business Units and Skill Teams.~~response to, risks.

~~We note that there are~~While competing studies ~~as to~~may provide conflicting analysis of the financial performance of dual-class ~~companies. Regarding Ford specifically, the Company's~~companies generally Ford's performance over the past ~~six~~eight years has been consistently profitable with positive ~~Automotive Segment Operating Cash Flow.~~Company operating cash flow. It is important to appreciate that, without accessing taxpayer money or going through a bankruptcy process that would have eliminated shareholder value, we achieved each of the following and more:

•: financed our plan by accessing the debt markets prior to the onset of the financial crisis;
•: invested in new products and technologies that allowed us to emerge from the crisis with the freshest product portfolio in the industry and positioned ourselves to maintain that leadership position;
•: retained our interest in Ford Motor Credit Company, our strategically important finance company;
•: paid back our secured financing by returning to profitability and maintaining consistent profits and cash flow;
•: returned to an investment grade credit rating, byand although we were downgraded to non-investment grade during the ~~four major~~COVID-19 pandemic, we have maintained a strong balance sheet to weather economic uncertainty and continue to invest in our future and we remain committed to investment grade credit ~~rating agencies that rate us;~~ratings over the long-term;
•: reinstated a dividend in 2012, doubled the dividend rate in the first quarter of 2013; increased it by an additional 25% in the first quarter of 2014; increased it a further 20%, to 15 cents per share per quarter (60 cents per share annually), in the first quarter of 2015; in January 2016, the Board approved the payment of a $0.25 per share supplemental dividend in addition to the $0.15 per share regular quarterly dividend; in January 2017, the Board approved a payment of $0.05 per share supplemental dividend in addition to the $0.15 per share regular quarterly dividend; ~~and~~ in January 2018, the Board approved a payment of $0.13 per share supplemental dividend in addition to the $0.15 per share regular quarterly dividend; in 2019 we maintained the $0.15 per share regular dividend; and in January 2020 the Board maintained the $0.15 per share regular dividend, however, due to the COVID-19 pandemic, we suspended the dividend in the second quarter of 2020 and we will reassess the dividend payment in future quarters, taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs; and
•: returned approximately ~~$15~~$21.6 billion to shareholders from ~~2012-2017~~2012-2020 through dividends and share repurchase programs that offset the dilutive effect of our share-based employee compensation plan and the conversions of senior convertible debt.

Our sustained financial performance and corporate governance practices indicate that the interests of all shareholders have been protected under the current structure.

We do not believe that a "one-size-fits-all" approach to corporate governance is appropriate, as best practices for cyclical businesses such as the auto industry may differ from those in other industries. The Board believes that our ownership structure has helped insulate our Company from business cycles and related short-term pressures, while allowing the Board and senior management to focus on our long-term success.

In short, the current share capital structure is in the best interests of the Company. The support of the Class B shareholders has provided significant stability to the business, and the long history of Ford family involvement in the Company has been one of its greatest strengths. For the reasons stated above, the Board of Directors recommends a vote "against" this Proposal because it is not in the best interests of Ford and you.

Your Board's recommendation: AGAINST Proposal 54


86100		SHAREHOLDER PROPOSALS				~~2018 Proxy Statement~~


~~SHAREHOLDER PROPOSALS~~				~~2018 Proxy Statement~~		87

~~The Board of Directors recommends a voteAGAINST~~ ~~Proposal 6 because it is not in the best interests of Ford and you.~~

Corporations are prohibited under federal and many state laws from making direct or indirect contributions to candidates or political parties. The Company has a policy not to make contributions to political candidates or organizations, nor to employ its resources for the purpose of helping to elect candidates to public office, even where permitted by law.

The Company has a political action committee, the Ford Civic Action Fund (the "Fund"). All of the contributions made by the Fund are derived from voluntary employee contributions; the Company makes no contributions. The Company does, however, pay the solicitation and administrative expenses of the Fund, which are minimal, as permitted by law. Information with respect to contributions made by the Fund in connection with federal and state elections is publicly available at the Federal Election Commission and applicable state boards of election, respectively.

Where permitted by law, the Company makes contributions with respect to state and local ballot questions and referenda that have a direct impact on the Company's business (such as those dealing with local property taxes). Information with respect to contributions made in connection with ballot questions and referenda is publicly available through local boards of election.

We do not believe that the additional information requested by the proposal will add significant value for shareholders. To the extent the proposal would cover payments to tax exempt organizations that in turn may engage in political activity, it should be noted that Ford belongs to many trade associations. These memberships provide significant benefits to the Company and shareholders. Management is aware of the political activities of these organizations and ensures that any such activities further our corporate interests and thus your interests as shareholders. To produce the detailed report requested by the proposal would require significant time and expense. The Board believes that these resources could be better utilized in moving our business forward and, consequently, does not support the proposal.

~~Your Board's recommendation: AGAINST Proposal 6~~


88		~~SHAREHOLDER PROPOSALS~~				~~2018~~2021 Proxy Statement


~~SHAREHOLDER PROPOSALS~~				~~2018 Proxy Statement~~		89

~~The Board of Directors recommends a voteAGAINST~~ ~~Proposal 7 because it is not in the best interests of Ford and you.~~

The Board opposes this proposal because we do not believe it is in the best interest of the Company or shareholders. We are committed to continued reductions in emissions from our vehicles around the world, and every day we work toward this goal. Reducing greenhouse gas emissions from our products and facilities has many benefits, and the Company has funded many projects that have made our products and facilities more efficient. Importantly, regardless of CAFE standards, we are driving carbon reductions with more hybrids, plug-in hybrids, and battery electric vehicles in our portfolio. Specifically, we are investing $11 billion to put 40 hybrid and fully electric vehicles on the road by 2022, including hybrid versions of the iconic F-150 pickup and Mustang in the U.S.

While we remain deeply committed to improving fuel economy across our traditional vehicle lines, we know there is an important opportunity to further reduce greenhouse gas emissions as we move into the future. In the new era before us, we are building a future where smart vehicles in a smart world will improve people's lives and reduce greenhouse gas emissions. If implemented the right way, new mobility solutions like dynamic shuttles and ride sharing will make a significant positive impact on the environment by taking vehicles off of roads while also providing people with safe, accessible, and affordable transportation. We are excited to work with like-minded partners to bring these smarter solutions to cities around the world.

The Board believes that the proposal is not in the best interest of the Company or shareholders because the requested disclosure does not add significant value beyond our current disclosures. We annually publish a Sustainability Report, in which we detail how we incorporate sustainability into every area of our business and outline our climate change strategy. The high quality of our environmental practices was recently acknowledged by Institutional Shareholder Services (ISS). In its inaugural Environmental & Social QualityScore survey, ISS ranked us in the lowest decile for environmental risk, indicating that our environmental practices are low risk compared with our peers.

~~Your Board's recommendation: AGAINST Proposal 7~~

VOTING MATTERS	Board Recommendations


Election of the 14 Director Nominees Named in the Proxy Statement	FOR	~~24-33~~28-37
Ratification of Independent Registered Public Accounting Firm	FOR	~~34-35~~38-39
Approval of the Compensation of the Named Executives	FOR	~~36-76~~
~~Approval of the 2018 Long-Term Incentive Plan~~	~~FOR~~	~~77-83~~40-97
Shareholder Proposal — Give Each Share an Equal Vote	AGAINST	~~84-86~~
~~Shareholder Proposal — Lobbying Disclosure~~	~~AGAINST~~	~~87-88~~
~~Shareholder Proposal — CAFE Standards~~	~~AGAINST~~	~~89-90~~
~~Shareholder Proposal — Political Spending Disclosure~~	~~AGAINST~~	~~91-92~~98-100


OVERSIGHT OF RISK MANAGEMENT
	COMPLIANCE & REPORTING	OPERATING & STRATEGIC

FORD BOARD Oversight	Audit Committee	Sustainability & Innovation Committee Compensation Committee Finance Committee

FORD MANAGEMENT Day-to-Day	Compliance Reviews Sarbanes-Oxley Compliance Internal Controls Disclosure Committee	Business Units & Skill Teams ~~Business Plan Review~~Operations Flash Special Attention Review ~~Quality,~~ Product, Strategy, and People Forums




Name of Beneficial Owner	Address of Beneficial Owner	Ford Common Stock	Percent of Outstanding Ford Common Stock	Name of Beneficial Owner	Address of Beneficial Owner	Ford Common Stock	Percent of Outstanding Ford Common Stock

State Street Corporation and certain of its affiliates*	State Street Financial Center One Lincoln Street Boston, MA 02111	349,579,077	9.0%	State Street Corporation and certain of its affiliates*	State Street Financial Center One Lincoln Street Boston, MA 02111	347,337,522	8.89%

The Vanguard Group and certain of its affiliates	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	280,042,121	7.2%	The Vanguard Group and certain of its affiliates	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	288,820,844	7.39%

BlackRock, Inc. and certain of its affiliates	BlackRock, Inc. 55 East 52^nd Street New York, NY 10055	213,766,479	5.9%	BlackRock, Inc. and certain of its affiliates	BlackRock, Inc. 55 East 52^nd Street New York, NY 10055	271,606,151	7.0%




Name of Beneficial Owner	Address of Beneficial Owner	Ford Class B Stock	Percent of Outstanding Ford Class B Stock	Name of Beneficial Owner	Address of Beneficial Owner	Ford Class B Stock	Percent of Outstanding Ford Class B Stock

Lynn F. Alandt	Ford Estates, 2000 Brush, Detroit, MI 48226	8,018,583	11.32%	Lynn F. Alandt*	Ford Estates, 2000 Brush, Detroit, MI 48226	10,086,236	14.24%
David P. Larsen, as trustee of various trusts*	Ford Estates, 2000 Brush, Detroit, MI 48226	9,736,548	13.74%	David P. Larsen, as trustee of various trusts**	Ford Estates, 2000 Brush, Detroit, MI 48226	11,328,959	15.99%
Voting Trust**	Ford Estates, 2000 Brush, Detroit, MI 48226	70,778,212	99.90%	Voting Trust***	Ford Estates, 2000 Brush, Detroit, MI 48226	70,778,212	99.90%


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


		~~/s/ William Clay Ford, Jr.~~ ~~William Clay Ford, Jr.~~ ~~Chairman of the Board~~


Thursday, May ~~10, 2018~~13, 2021 8:30 a.m., Eastern Daylight ~~Savings~~Saving Time We will hold a virtual annual meeting of shareholders. Shareholders may participate online by logging ontowww.virtualshareholdermeeting.com/~~FORD2018~~FORD2021. There will not be a physical meeting location.		Corporate Website: www.corporate.ford.com Annual Report: ~~www.annualreport.ford.com~~www.shareholder.ford.com


*		See pages ~~25 and 79~~69-72 of Ford's ~~2017~~Annual Report on Form 10-K for the year ended December 31, 2020 for definitions and reconciliations to GAAP.


*		See pages 69-72 of Ford's Annual Report on Form 10-K for the year ended December 31, 2020 for definitions and reconciliations to GAAP.


~~PROPOSAL 1.~~ ~~Election of Directors~~				~~2018 Proxy Statement~~		25


PROPOSAL 1. Election of Directors				~~2018~~2021 Proxy Statement		2731


*		As a result of a new role that Gov. Huntsman may assume, the Board may determine that he is no longer independent under New York Stock Exchange rules. Gov. Huntsman is expected to remain on the Board. See "Corporate Governance — Independence of Directors and Relevant Facts and Circumstances" on pp. 19-20.


PROPOSAL 1. Election of Directors				~~2018~~2021 Proxy Statement		2933


3034		PROPOSAL 1. Election of Directors				~~2018~~2021 Proxy Statement


PROPOSAL 1. Election of Directors				~~2018~~2021 Proxy Statement		3135



(a)	(b)	(c)						(d)	(e)	(a)	(b)	(c)					(d)	(e)
	Fees Earned or Paid in Cash 6	Stock Awards 7	Fees 8	Perquisites/ Evaluation Vehicles 9	Tax Reimbursement	Life Insurance Premiums 10	Dividend Equivalent Dollars 11	All Other Compensation	Total		Fees Earned or Paid in Cash 1	Stock Awards 2	Fees 3	Perquisites/ Evaluation Vehicles 4	Tax Reimbursement	Life Insurance Premiums 5	All Other Compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)	($)	($)	Name	($)	($)	($)	($)	($)	($)	($)	($)

Stephen G. Butler	130,000	214,991	0	22,216	17,205	254	49,854	89,529	434,520	Stephen G. Butler	54,167	89,579	0	20,485	16,498	106	37,090	180,035
Kimberly A. Casiano	100,000	214,991	0	27,218	15,793	254	27,943	71,208	386,199	Kimberly A. Casiano	100,000	214,998	0	22,455	17,587	254	40,297	355,295
Anthony F. Earley, Jr.	125,000	214,991	0	18,301	12,643	254	32,717	63,915	403,906	Anthony F. Earley, Jr.	175,000	214,998	0	14,329	9,694	254	24,277	414,275
Edsel B. Ford II	100,000	214,991	650,000	16,457	16,842	666	0	683,965	998,956	Edsel B. Ford II	100,000	214,998	650,000	16,935	14,038	762	681,734	996,733
James H. Hance, Jr. 1	33,333	71,656	0	15,354	13,592	106	7,935	36,987	141,976	William W. Helman IV	120,000	214,998	0	715	0	0	715	335,713
William W. Helman IV	120,000	214,991	10,000	2,857	0	0	0	12,857	347,848	Jon M. Huntsman, Jr.	25,200	53,546	0	9,783	8,189	42	18,014	96,760
Jon M. Huntsman, Jr. 2	100,000	161,246	0	16,798	14,562	191	19,744	51,295	312,541	William E. Kennard	120,000	214,998	0	22,972	13,871	254	37,097	372,096
William E. Kennard	100,000	214,991	0	24,119	14,136	254	20,794	59,303	374,294	John C. Lechleiter	100,000	214,998	0	18,308	16,029	254	34,591	349,590
John C. Lechleiter	100,000	214,991	0	16,852	16,933	254	45,359	79,398	394,389	Beth E. Mooney	100,000	214,998	0	13,540	9,084	64	22,688	337,686
Ellen R. Marram	150,000	214,991	0	20,027	10,505	64	27,943	58,539	423,530	John L. Thornton	100,000	214,998	0	12,884	11,881	254	25,019	340,018
Gerald L. Shaheen 3	40,000	71,656	0	12,924	13,503	106	20,583	47,116	158,772	John B. Veihmeyer	117,500	214,998	0	28,743	20,820	254	49,818	382,316
John L. Thornton	100,000	214,991	0	16,193	13,194	254	0	29,641	344,632	Lynn M. Vojvodich	100,000	214,998	0	19,923	16,390	254	36,568	351,567
John B. Veihmeyer 4	8,335	17,911	0	3,203	0	21	0	3,224	29,470	John S. Weinberg	100,000	214,998	0	22,093	16,120	64	38,276	353,275
Lynn M. Vojvodich 5	75,600	160,642	0	13,244	5,504	191	4,496	23,435	259,677
John S. Weinberg	100,000	214,991	0	12,844	9,914	64	12,258	35,080	350,071


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


PROPOSAL 1.1. Election of Directors				~~2018~~2021 Proxy Statement		3337

Fees Paid to PricewaterhouseCoopers

Audit Fees 1	38,300,000	37,400,000	39,200	37,400
Audit-Related Fees 2	5,000,000	3,700,000	3,600	4,000
Tax Fees 3	3,800,000	3,600,000	3,000	3,400
All Other Fees 4	1,100,000	1,300,000	1,700	0

TOTAL FEES	48,200,000	46,000,000	47,500	44,800


*	*		See pages 2569 and 7971 of Ford's ~~2017~~Annual Report on Form 10-K for the year ended December 31, 2020 for definitions and reconciliations to GAAP.
**		The dividend was suspended beginning with the second quarter 2020 and remained suspended as of the first quarter 2021.

Name	Incentive Bonus Target Opportunity $	×		=	Final Incentive Bonus Payout $



James P. Hackett	3,600,000	×	100%	=	3,600,000
Robert L. Shanks	885,000	×	100%	=	885,000
William Clay Ford, Jr.	1,000,000	×	100%	=	1,000,000
James D. Farley, Jr.	1,000,000	×	100%	=	1,000,000
Joseph R. Hinrichs	1,087,000	×	100%	=	1,087,000
Mark Fields*	3,600,000	×	100%	=	2,100,000

TSR Quartile



1st Quartile	+25	%
2nd Quartile	0	%
3rd Quartile	0	%
4th Quartile	-25	%


General Electric		~~DuPont~~DowDuPont
United Technologies		~~Dow~~Deere
3M		Caterpillar
Boeing		General Dynamics
Honeywell		Arconic


Total 2015 Performance Unit Results
Internal Financial Metrics		Total

Weighting	75%
×
Performance	83%	62%

+
Relative TSR Metric
Weighting	25%
×
Performance (Bottom Quartile)	0%	0%

		62%

Name	2015 Performance Unit Target Opportunity # Units	×		=	Final 2015 Performance Unit Payout # Units



James P. Hackett	NA	×	NA	=	NA
Robert L. Shanks	163,755	×	62%	=	101,528
William Clay Ford, Jr.	327,510	×	62%	=	203,056
James D. Farley, Jr.	154,398	×	62%	=	95,726
Joseph R. Hinrichs	173,112	×	62%	=	107,329
Mark Fields	561,447	×	62%	=	348,097



Total 2018 Performance Unit Results
Financial Metrics		Total

Weighting	0%
x
Performance	0%	0%

+
Relative TSR Metric
Weighting	25%
x
Performance
(Third Quartile)	66%	17%

		17%

Name	2018 Performance Unit Target Opportunity # Units	×		=	Final 2018 Performance Unit Payout # Units



James D. Farley, Jr.	220,384	×	17%	=	37,465
John Lawler	44,423	×	17%	=	7,551
William Clay Ford, Jr.	594,230	×	17%	=	101,019
Hau Thai-Tang	196,730	×	17%	=	33,444
Kumar Galhotra	115,384	×	17%	=	19,615
James P. Hackett	750,000	×	17%	=	127,500
Tim Stone	N/A		N/A		N/A


• ~~Named Executives' compensation is tied to our 2017 and 2015-2017 performance periods~~		• ~~Executive stock ownership goals continue to align the interests of executives with shareholders~~
• ~~80% of our Named Executives' target compensation is performance-based~~		• ~~We continued a modest share buyback program to offset the dilutive effect of our equity compensation plans~~
• ~~Executive pay practices are tied to robust risk and control features~~		• ~~We listened to shareholder feedback and adopted a double-trigger change-in-control policy for equity awards beginning in 2016~~


		Compensation Committee
		Anthony F. Earley, Jr. (Chair)		~~Ellen R. Marram~~John L. Thornton
		Jon M. Huntsman, Jr.		John S. Weinberg
		John C. Lechleiter		~~John L. Thornton~~


SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)		Bonus 1 ($)		Stock Awards 2 ($)		Non-Equity Incentive Plan Compensation 3 ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings 4 ($)		All Other Compensation 5 ($)		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name and Principal Position*																	Year	Salary ($)	Bonus 1 ($)	Stock Awards 2 ($)	Option Awards 2 ($)	Non-Equity Incentive Plan Compensation 3 ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings 4 ($)	All Other Compensation 5 ($)	Total ($)

James P. Hackett		2017		1,344,333		1,000,000		10,366,420		3,600,000		0		420,971		16,731,724
President and Chief Executive Officer
James D. Farley, Jr.																	2020	1,425,000	0	5,055,073	4,175,565	449,100	0	697,316	11,802,054
President and Chief																	2019	1,100,000	185,600	6,086,486	0	742,500	0	246,893	8,361,479
Executive Officer																	2018	1,075,000	0	3,744,511	0	792,000	0	249,077	5,860,588

Robert L. Shanks		2017		879,750		309,750		3,677,962		885,000		893,185		98,571		6,744,218
Executive Vice President		2016		858,000		0		3,793,207		656,640		890,532		95,083		6,293,462
and Chief Financial Officer		2015		831,250		0		3,538,882		831,600		274,890		81,224		5,557,846
John T. Lawler																	2020	715,000	0	1,971,478	0	154,400	2,939,567	202,696	5,983,141
Chief Financial Officer

William Clay Ford, Jr.		2017		1,650,000		0		10,266,426		1,000,000		1,192,132		1,517,541		15,626,099	2020	1,700,000	0	6,293,472	4,463,682	230,000	2,099,279	1,260,109	16,046,542
Executive Chairman		2016		1,625,000		0		8,737,761		760,000		1,452,739		1,287,438		13,862,938	2019	1,700,000	0	10,449,163	0	486,000	2,646,771	1,475,316	16,757,250
		2015		2,000,000		0		7,077,764		990,000		1,376,677		1,416,399		12,860,840	2018	1,700,000	0	10,096,459	0	720,000	0	1,323,267	13,839,726

James D. Farley, Jr.		2017		973,417		200,000		8,807,539		1,000,000		0		2,492,602		13,473,558
Executive Vice President		2016		918,750		246,050		3,597,900		703,000		0		1,143,753		6,609,453
and President — Global Markets		2015		893,750		178,200		3,336,670		891,000		0		505,345		5,804,965
Hau Thai-Tang																	2020	1,158,333	83,500	5,796,808	0	310,500	4,279,823	151,441	11,780,405
Chief Product Platform &
Operations Officer

Joseph R. Hinrichs		2017		1,081,000		0		8,677,955		1,087,000		1,170,817		107,778		12,124,550
Executive Vice President		2016		1,053,500		0		3,926,842		807,880		835,352		99,957		6,723,531
and President — Global Operations		2015		1,018,750		304,425		3,741,094		1,014,750		261,574		77,586		6,418,179
Kumar Galhotra																	2020	865,000	69,250	3,437,450	0	258,750	3,790,776	112,868	8,534,094
President, Americas and
International Markets Group

Mark Fields		2017		1,050,000		0		13,965,230		2,100,000		5,995,486		389,395		23,500,111
Retired President and		2016		1,787,500		0		14,298,356		2,736,000		2,845,003		435,639		22,102,498
Chief Executive Officer		2015		1,750,000		0		12,133,338		3,465,000		858,157		370,451		18,576,946
James P. Hackett																	2020	1,800,000	0	7,943,214	5,633,775	828,000	0	523,516	16,728,505
Former President and Chief																	2019	1,800,000	0	13,188,269	0	1,749,600	0	617,637	17,355,506
Executive Officer																	2018	1,800,000	0	12,743,125	0	2,592,000	0	617,710	17,752,835

Tim Stone																	2020	1,033,333	0	4,633,951	0	258,750	0	246,987	6,173,021
Former Chief Financial Officer																	2019	783,338	1,482,500	4,299,992	0	742,500	0	1,009,923	8,318,253

Name



James P. Hackett	2017	11,699,975	1,916,447



Robert L. Shanks	2017	4,151,239	679,846
	2016	4,151,256	795,085
	2015	3,937,481	695,144

William Clay Ford, Jr.	2017	11,587,495	1,897,685
	2016	9,562,490	1,831,521
	2015	7,874,962	1,390,288

Name



James D. Farley, Jr.	2017	4,297,488	703,805
	2016	3,937,486	754,162
	2015	3,712,484	655,428

Joseph R. Hinrichs	2017	4,151,239	679,846
	2016	4,297,488	823,108
	2015	4,162,478	734,860

Mark Fields*	2017	15,749,977	1,965,246
	2016	15,749,985	2,298,368
	2015	13,499,985	2,383,347

Name



James D. Farley, Jr.	2020	6,110,158	*
	2019	5,399,958	986,524
	2018	3,437,990	497,517

John T. Lawler	2020	2,382,963	*



William Clay Ford, Jr.	2020	12,586,944	*
	2019	9,269,989	1,694,170
	2018	9,269,978	1,341,479

Hau Thai-Tang	2020	5,193,637	*

Affirmed our commitment to deliver carbon neutrality by setting approved science-based targets for our vehicles and manufacturing facilities

Conducted a comprehensive Diversity, Equity and Inclusion (DEI) employee audit and publicly disclosed U.S. employee diversity performance data

Achieved CDP's highest "A rating" for climate change and water security

Highlighted gender diversity through inclusion in the Bloomberg Gender Equality Index for the third consecutive year

Announced that we will be increasing our investment in electrification to $22 billion through 2025

Received World Environment Center Gold Medal Award — For achievement in Sustainable Development

Began partnership with Copper Mark — furthering our social and environment commitment to responsible sourcing

Reduced our absolute operational water use by 70% since 2000

Reported to the new automotive manufacturing sector Corporate Human Rights Benchmark (CHRB)

Publicly disclosed our EEO-I Report, signed the UN's Women's Empowerment Principles, and published both our Human Rights and Environment Policy and our Supplier Code of Conduct