FORD MOTOR CO (F)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
FORD MOTOR CO · Meeting: May 14, 2026
Directors FOR
1
Directors AGAINST
14
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of the 15 Director Nominees Named in the Proxy Statement
Against Analysis
Ms. Casiano has served since 2003, fully overlapping the period during which Ford's stock trailed its compensation peer group by 39.7 percentage points over three years and 38.5 percentage points over five years — both gaps exceed the 35-point threshold required to trigger a vote against, and the longer five-year track record does not rescue the result.
Ms. English joined the board in 2021 and is a direct family member of Executive Chair William Clay Ford Jr., triggering the familial-relationship-to-senior-management concern; additionally, Ford's stock has lagged its compensation peer group by 39.7 percentage points over three years and 38.5 points over five years, both exceeding the 35-point threshold, so the TSR trigger also fires for her tenure.
Mr. Farley has served as CEO and director since 2020, a period during which Ford's total shareholder return trailed the compensation peer group median by 39.7 percentage points over three years and 38.5 points over five years — both gaps exceed the 35-point policy threshold — making him subject to the TSR trigger as an executive director; the policy explicitly states that executive directors including the CEO are subject to the same TSR trigger as all other directors.
Henry Ford III joined the board in 2021 and is a member of the Ford family with a disclosed familial relationship to the Executive Chair; separately, the stock has underperformed the compensation peer group by 39.7 points over three years and 38.5 points over five years, both exceeding the 35-point trigger threshold for his tenure period.
Mr. Ford has served as a director since 1988 and as Executive Chair throughout the full underperformance period; Ford's stock trailed its compensation peer group by 39.7 percentage points over three years and 38.5 points over five years, both exceeding the 35-point threshold, and the five-year track record provides no mitigation.
Mr. Helman has served since 2011, well before the underperformance period began, and Ford's stock lagged its compensation peer group by 39.7 points over three years and 38.5 points over five years — both exceeding the 35-point trigger — with no mitigation from the longer-term record.
Governor Huntsman rejoined the board in 2020 and his current tenure fully overlaps the period in which Ford's stock trailed the compensation peer group by 39.7 percentage points over three years and 38.5 points over five years, both exceeding the 35-point policy threshold.
Mr. Kennard has served since 2015, fully overlapping the underperformance window, and Ford's three-year and five-year gaps versus the compensation peer group median both exceed the 35-point trigger threshold at -39.7 and -38.5 percentage points respectively.
Mr. May joined the board in 2021, a period during which Ford underperformed its compensation peer group by 39.7 points over three years and 38.5 points over five years, both exceeding the 35-point threshold; as CEO of Deere & Company, he holds the Ford seat as one outside board position which is within the policy limit, but the TSR trigger fires based on his tenure.
Ms. Mooney has served since 2019, fully overlapping the underperformance period, and the three-year gap of -39.7 percentage points and five-year gap of -38.5 points versus the compensation peer group median both exceed the 35-point trigger threshold.
Ms. Radakovich has served since 2017 and her entire tenure overlaps the period in which Ford's stock lagged its compensation peer group by 39.7 points over three years and 38.5 points over five years, both above the 35-point policy trigger.
Mr. Thornton has served since 1996 and as Lead Independent Director since 2022, making him fully accountable for the period in which Ford's stock trailed the compensation peer group by 39.7 percentage points over three years and 38.5 points over five years — both exceeding the 35-point threshold with no five-year mitigation.
Mr. Veihmeyer has served since 2017, fully overlapping the underperformance window, and Ford's stock trailed the compensation peer group median by 39.7 points over three years and 38.5 points over five years, both exceeding the 35-point trigger threshold.
Mr. Weinberg has served since 2016, fully overlapping the underperformance period, and Ford's three-year gap of -39.7 percentage points and five-year gap of -38.5 points versus the compensation peer group median both clear the 35-point trigger threshold.
For Analysis
Ms. Cisneros joined the board in 2024, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger under the policy's new-director exemption; no other disqualifying factors were identified.
The TSR underperformance trigger fires for 14 of the 15 director nominees. Ford's stock returned +16.2% over three years, placing it in the low-positive TSR band (0–20%), which requires a 35-point gap versus the peer group median to trigger a vote against. Ford trails the compensation peer group median by 39.7 percentage points over three years (16.2% vs. 55.9%), exceeding the threshold. The five-year gap of -38.5 points also exceeds the 35-point threshold, so the five-year mitigant does not rescue any director. Only Adriana Cisneros is exempt because she joined in 2024 and has been on the board less than 24 months. Two additional concerns apply: Alexandra Ford English and Henry Ford III have familial relationships with Executive Chair William Clay Ford Jr., which is a separate policy trigger. The peer group used is Ford's own disclosed compensation peer group of 20 companies — while Ford selects this group partly for talent benchmarking (including large-cap tech and aerospace names), the policy requires using the company-disclosed peer group as the primary TSR benchmark for director elections.
Say on Pay
✓ FORCEO
James D. Farley, Jr.
Total Comp
$27,519,558
Prior Support
N/A
CEO James Farley received total reported compensation of approximately $27.5 million, which is elevated but broadly in line with benchmark expectations for a CEO of a large-cap consumer cyclical company of Ford's size and complexity (~$46.5 billion market cap); the compensation structure is heavily weighted toward variable pay — the proxy confirms the majority of named executive compensation is performance-based, including annual cash bonuses tied to EBIT margin and quality metrics and long-term performance stock awards with 100% of vesting tied to Ford's three-year relative total shareholder return versus an automotive peer group. The pay mix meets the policy's 50–60% variable pay standard, meaningful performance conditions are in place, clawback provisions are disclosed, and no prior Say on Pay vote below 70% is identified in the filing that would trigger a mandatory against vote.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
79 yrs
Audit Fees
$44,900,000
Non-Audit Fees
$10,200,000
PricewaterhouseCoopers has served as Ford's auditor since 1946 — a tenure of approximately 79 years — which far exceeds the 25-year threshold that triggers a vote against under the policy; while the proxy notes that the lead engagement partner is rotated at least every five years, it does not provide a specific and compelling rationale for why the firm itself should not be rotated, which is what the policy requires to override the tenure trigger. Non-audit fees (audit-related fees of $7.6 million plus tax fees of $2.4 million plus other fees of $0.2 million = $10.2 million) represent approximately 22.7% of audit fees ($44.9 million), which is comfortably below the 50% independence-concern threshold and is not a problem.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Shareholder Proposal — Equal Voting Rights for Each Share
Equal voting rights proposals are a mainstream governance improvement that align with the principle that all shareholders should have proportional say in how the company is run; Ford's Class B stock, controlled through a Ford family voting trust, gives a small group of insiders effective veto power over major decisions regardless of economic ownership, which is a well-established governance concern at Ford. This is a structural governance ask — the type of proposal the policy says is 'generally easy to support' — and there is no indication the filer is ideologically motivated rather than focused on genuine shareholder rights.
Proposal 5
Shareholder Proposal — Vote Disclosure by Share Class
Disclosing how each share class votes on company proposals is directly material to shareholders in Ford's dual-class structure, because it would reveal the extent to which Class B family voting power determines outcomes independently of the broader common shareholder base; this is a straightforward transparency request — the lowest-bar category under the policy — and the information would help ordinary shareholders understand whether their votes are actually influencing outcomes. There is no indication the filer is ideologically motivated, and Ford's opposition does not demonstrate that this disclosure already exists in adequate form.
Proposal 6
Shareholder Proposal — DEI ROI Oversight
The 'DEI ROI Oversight' framing is a signature approach used by conservative advocacy organizations to pressure companies to roll back diversity programs under the guise of financial accountability — this is an ideological proposal, not a genuine fiduciary inquiry. Under the policy's symmetry rule, proposals that only make sense as political or social advocacy — whether from the left or right — are voted against regardless of surface framing; a neutral institutional investor focused purely on shareholder value would not single out DEI spending for a special return-on-investment audit while leaving other comparable HR and corporate culture investments unexamined.
Overall Assessment
Ford's 2026 proxy presents a challenging ballot: the TSR underperformance trigger fires against 14 of 15 director nominees based on a 39.7-point three-year lag versus the compensation peer group median (the five-year track record provides no mitigation), and PricewaterhouseCoopers's 79-year audit tenure far exceeds the policy's 25-year threshold warranting a vote against auditor ratification. The Say on Pay vote passes the policy screens given a performance-heavy pay structure with meaningful conditions, and the two governance-focused shareholder proposals on equal voting rights and vote disclosure by share class warrant support given Ford's dual-class share structure, while the DEI ROI proposal is voted against as ideologically motivated.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing