Sector: Consumer Discretionary
FORD MOTOR CO · Meeting: May 14, 2026
Directors FOR
13
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Ms. Radakovich currently serves as a director of Booking Holdings, Dell Technologies, and Figma in addition to Ford — that is three outside public company board seats, bringing her total to four public company boards; under policy, a non-executive director holding four or more public company board seats triggers a No vote, as excessive board commitments raise concerns about whether she can devote sufficient time and attention to each company.
Mr. Thornton currently serves on the boards of Barrick Mining Corporation, Lenovo Group Limited, and Paramount Skydance Corporation in addition to Ford — that is three outside public company board seats, bringing his total to four public company boards; policy triggers a No vote when a non-executive director holds four or more public company board seats, as this level of commitment raises genuine concerns about available time for each board's responsibilities.
For Analysis
Director since 2003 with strong marketing and international experience; no overboarding, attendance, or independence issues; the 3-year TSR gap vs. XLY is -32.3pp, well below the 65pp trigger threshold for a strong-positive return period, so no TSR flag fires.
Joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; holds two outside public company board seats (AST SpaceMobile and Mattel), which is within the four-board limit for non-executive directors.
Ms. English is the daughter of Executive Chair William Clay Ford, Jr., which is a familial relationship to senior management; however, she is not classified as independent and does not sit on the audit or compensation committee, so no committee independence rule is violated — the familial relationship is disclosed and the board has not designated her independent, making this a disclosed non-independence rather than a governance violation that would trigger a No vote under policy.
CEO and director since 2020; sits on two outside public company boards (Harley-Davidson and McDonald's), which meets the policy limit for a sitting CEO; the 3-year TSR gap vs. XLY is -32.3pp, below the 65pp strong-positive trigger threshold, so no TSR flag fires.
Henry Ford III is a first cousin once removed of Executive Chair William Clay Ford, Jr. and the son of former director Edsel B. Ford II, who has an active consulting agreement with the company; the familial proximity to senior management is noted but he is not classified as independent and does not serve on audit or compensation committees, so no committee independence trigger fires under policy.
Executive Chair and director since 1988; no overboarding or attendance issues; the 3-year TSR gap vs. XLY is -32.3pp, well below the 65pp strong-positive trigger threshold, so the TSR trigger does not fire despite his long tenure overseeing strategy.
Independent director since 2011 with venture capital and technology expertise; holds one outside public company board seat (Vornado Realty Trust), within limits; 3-year TSR gap of -32.3pp is below the 65pp threshold, so no TSR flag fires.
Director since 2020 (re-joined) with extensive global policy and government experience; holds one outside public company board seat (Chevron); 3-year TSR gap of -32.3pp is below the 65pp threshold, so no TSR flag fires.
Independent director since 2015 with public policy, technology, and private equity expertise; holds two outside public company board seats (AT&T and MetLife), within limits; 3-year TSR gap of -32.3pp is below the 65pp threshold, so no TSR flag fires.
Independent director since 2021 who is also the sitting CEO of Deere & Company; he holds one outside public company board seat (Deere, his own company), which is within the policy limit of two outside boards for a sitting CEO; no TSR trigger fires.
Independent director since 2019 with deep banking and finance expertise serving on the Audit Committee; holds one outside public company board seat (AT&T), within limits; no attendance, independence, or TSR trigger issues.
Independent director since 2017 and Audit Committee Chair with exceptional financial expertise as former KPMG Global Chairman; no overboarding, attendance, or TSR trigger issues, and he clearly satisfies the audit financial expert requirement.
Independent director since 2016 with extensive investment banking and capital markets expertise; holds one outside public company board seat (Evercore, where he is CEO), within the two-outside-board limit for sitting CEOs; no TSR trigger fires.
The 15-director slate is broadly qualified with strong skills in finance, manufacturing, technology, and global operations, and the board discloses a detailed skills matrix. Two directors — Lynn Radakovich and John L. Thornton — each sit on four total public company boards, triggering the overboarding policy, and we vote AGAINST those two. Ford's 3-year stock return of +20.2% against the XLY benchmark's 52.5% produces a gap of -32.3 percentage points, which is below the 65pp trigger threshold applicable to companies with strong positive absolute returns, so no TSR-based votes fire. Alexandra Ford English and Henry Ford III have familial ties to senior management (Executive Chair William Clay Ford, Jr.) but are not classified as independent and do not serve on audit or compensation committees, so no independence-based trigger applies. All other nominees pass the policy screens and receive a FOR vote.
CEO
James D. Farley, Jr.
Total Comp
$27,519,558
Prior Support
N/A
Ford's CEO James D. Farley received total compensation of approximately $27.5 million, which is within a reasonable range for the CEO of a large-cap global automaker with roughly $45.6 billion in market capitalization and $187 billion in annual revenue. The pay structure is well-designed: the majority of total compensation is variable and performance-linked, with performance stock awards tied 100% to three-year relative total shareholder return against a global automotive peer group, annual bonuses tied to quantitative metrics including EBIT margin, quality scores, and EV volume, and restricted stock units that vest over three years. Ford's 2025 total shareholder return was 42%, which the company states outperformed its peer set and the S&P 500, supporting the view that above-benchmark incentive pay was earned in the most recent performance year. The program also includes a meaningful clawback policy, robust stock ownership guidelines, double-trigger change-in-control provisions, and a prohibition on hedging, all of which reflect sound governance practices.
Auditor
PricewaterhouseCoopers LLP
Tenure
79 yrs
Audit Fees
$44,900,000
Non-Audit Fees
$10,200,000
PricewaterhouseCoopers has audited Ford since 1946 — a tenure of approximately 79 years — which far exceeds the 25-year threshold that normally triggers a No vote; however, the proxy discloses that the lead audit partner is rotated at least every five years and the Audit Committee annually considers whether to rotate the firm, and the non-audit fee ratio is approximately 22.7% (non-audit fees of about $10.2 million versus audit fees of $44.9 million), well below the 50% independence threshold; balancing the very long tenure against the active lead-partner rotation, the disclosed committee oversight process, and the clean fee ratio, we vote FOR while noting the tenure length as an ongoing governance concern that shareholders should monitor.
3 proposals submitted by shareholders
Proposal 4
This proposal asks Ford to move toward equal voting rights for each share of common stock, addressing the company's dual-class capital structure in which the Ford family's Class B shares carry disproportionate voting power. Eliminating or reducing dual-class share structures is a mainstream governance improvement that directly aligns with the principle of one share, one vote, and benefits all ordinary shareholders by ensuring that voting power reflects economic ownership. While Ford's family stewardship has a long history, entrenched dual-class structures are a recognized governance concern that limits accountability to public shareholders, and this type of structural governance proposal generally clears the bar for support under policy.
Proposal 5
This proposal asks Ford to disclose voting results broken down by share class, which would allow ordinary public shareholders to see how votes from Class B (family-controlled) shares differ from votes cast by common shareholders. This is a straightforward transparency request — the information is material because the dual-class structure means the family's votes can override the will of public shareholders on any proposal, and disclosure by class would let public shareholders understand how their votes were actually treated. The disclosure ask meets the lower bar for support: the information is clearly material given Ford's capital structure, the ask is not operationally burdensome, and greater transparency about voting outcomes serves the interests of all non-family shareholders.
Proposal 6
The title 'DEI ROI Oversight' is a hallmark framing used by conservative advocacy filers seeking to challenge or dismantle corporate diversity, equity, and inclusion programs through the proxy process — the proposal is motivated by political opposition to DEI rather than a neutral fiduciary concern about shareholder value. Under the voting policy, proposals that serve ideological or political goals rather than genuine shareholder interests are voted against regardless of how they are framed on the surface; this symmetry rule applies equally to progressive and conservative ideological filers. Accordingly, we vote AGAINST this proposal.
Ford's 2026 annual meeting ballot is largely routine, with FOR votes on say-on-pay (well-structured, performance-linked program with strong 2025 TSR), auditor ratification (clean fee ratio but very long PwC tenure to monitor), and most directors; we vote AGAINST Lynn Radakovich and John L. Thornton for holding four public company board seats each, and we support the two governance/disclosure stockholder proposals addressing Ford's dual-class share structure while opposing the ideologically-motivated DEI proposal.
