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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report: May 8, 2024
(Date of earliest event reported)

FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
1-395038-0549190
(Commission File Number)(IRS Employer Identification No.)
One American Road
Dearborn,Michigan48126
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code 313-322-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
    (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
    (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		 Trading
Symbol(s)		Name of each exchange
on which registered
Common Stock, par value $.01 per shareFNew York Stock Exchange
6.200% Notes due June 1, 2059FPRBNew York Stock Exchange
6.000% Notes due December 1, 2059FPRCNew York Stock Exchange
6.500% Notes due August 15, 2062FPRDNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2024, the Board of Directors of Ford Motor Company (the “Company”) approved the appointment of John Lawler as Vice Chair of the Company, effective June 3, 2024. Mr. Lawler, 57, will retain his position as Chief Financial Officer of the Company, a position he has held since October 2020. Prior to his appointment as Chief Financial Officer, Mr. Lawler served as Vice President, Mobility Partnerships, and Chief Executive Officer of Ford Autonomous Vehicles, each beginning in December 2019. In 2018-19, he served as Vice President, Strategy, where he led Corporate Strategy, Business Development and Global Data Insights and Analytics. Mr. Lawler served as Vice President and Corporate Controller and CFO, Global Markets from 2016 to 2018. Prior to that he served as President of Ford China for nearly four years when the Company achieved record in-country performance, and Controller and CFO for Asia Pacific and Africa.

Also on May 8, 2024, the Board of Directors of the Company appointed Sherry House as Vice President of Finance, effective June 3, 2024. Ms. House will have primary responsibility for Financial Planning and Analysis. Ms. House, 52, most recently served as the Chief Financial Officer of Lucid Motors from May 2021 until December 2023. Prior to that, she held various positions at Waymo, serving as Director of Corporate Development from January 2019 until June 2020 and as the Treasurer and Head of Investor Relations from July 2020 until April 2021.

The Board of Directors of the Company expects that Ms. House will be appointed Chief Financial Officer of the Company after a period of transition working with Mr. Lawler. Mr. Lawler will continue solely as Vice Chair after the transition.

In connection with his appointment as Vice Chair of the Company, the Compensation, Talent and Culture Committee of the Company’s Board of Directors (the “Committee”) took the following compensation actions with respect to Mr. Lawler:
•Approved an increase in his annual bonus target to 150% of his unchanged base salary of $1,242,077;
•Approved an increase in his annual stock award target from $4,000,000 to $6,500,000;
•Approved an increase in his Defined Benefit Supplemental Executive Retirement Plan Contribution from 0.8% to 0.9%; and
•Authorized Mr. Lawler to use Company aircraft, subject to the Company’s policies for personal use.

In connection with her appointment as Vice President of Finance, the Committee took the following compensation actions with respect to Ms. House:
•Approved a base salary of $900,000 (pro-rated for the portion of the year Ms. House is employed by the Company);
•Approved an annual bonus target of 125% of her base salary;
•Approved an annual stock award target of $5,000,000, to be paid pursuant to the Company’s 2023 Long Term Incentive Plan. The award will be paid 40% in restricted stock units and 60% in performance stock units with the same terms and conditions as awards made to other officers of the Company as described in the Company’s 2024 Proxy Statement, which was filed with the Securities and Exchange Commission on March 29, 2024; and
•Approved a sign-on bonus of $4,250,000 that will be paid $1,250,000 in cash and $3,000,000 in restricted stock units under the Company’s 2023 Long Term Incentive Plan, with $1,500,000 of such restricted stock units vesting immediately and the remainder vesting on the first anniversary of the grant date.

Ms. House will also be entitled to standard relocation expenses under the Company’s relocation policy for new hires.

The Company’s news release dated May 10, 2024 is attached to this Report as Exhibit 99 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

EXHIBITS*
DesignationDescriptionMethod of Filing
News release dated May 10, 2024Filed with this Report
Exhibit 104Cover Page Interactive Data File **
(formatted in Inline XBRL)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FORD MOTOR COMPANY
(Registrant)
Date: May 10, 2024By:/s/ David J. Witten
David J. Witten
Assistant Secretary


* Any reference in the attached exhibit(s) to our corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission.
** Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

NEWS 1 https://ford.to/tweets https://ford.to/facebook https://ford.to/linkedin Ford Names Lawler Vice Chair With Expanded Ford+ Role; House Joins as Finance VP, to Transition Into CFO Role • John Lawler, CFO and one of the architects of the Ford+ plan, taking on broader responsibilities as vice chair to help lead on future strategy choices, fully leverage partnerships, and liaise with leaders on industry-critical policy around the globe • Sherry House joining Ford in June with experience across automotive, tech and startups, with plan to become CFO early next year as company drives profitable growth across segments, particularly EVs, software and services DEARBORN, Mich., May 10, 2024 – Ford Motor Company today announced senior leadership moves designed to build on significant progress against its Ford+ plan and speed profitable growth through a more resilient business. John Lawler, Ford’s CFO since October 2020, will initially continue in that role while also becoming vice chair, a position in which he will lead the company in areas critical to its long- term success. Additionally, Sherry House, who most recently was CFO at electric vehicle maker Lucid Motors, is joining Ford as vice president, Finance, part of a plan to succeed Lawler as CFO in early 2025. In the meantime, she will oversee financial planning and analysis as well as the finance organizations for the company’s automotive businesses: Ford Blue, Ford Pro and Ford Model e. Both assignments are effective in early June. As vice chair, Lawler will focus on: • The next phase of Ford’s strategic development, including important choices across technologies, markets, alliances and segments • All current and future global partnerships, which are increasingly vital to Ford’s customer insight, technological capabilities and competitiveness, and • Engagement with global leaders as vice chair, including in China, Southeast Asia and Europe, to advance industry-critical policy in areas vital to Ford’s strategic and commercial imperatives. “The progress we’re achieving with Ford+ enables us to make these moves and drive a new level of strategic focus and execution,” Ford President and CEO Jim Farley said. “John is an outstanding strategic business leader and can leverage his talent and global experience to help Ford compete and win in this fast-changing and extremely competitive environment.” “At the same time, Sherry adds an important leadership dimension to Ford as we urgently build a profitable EV business, generate new and recurring revenue streams, and create a more dynamic and resilient company,” Farley added. “Sherry combines deep roots and a passion for the auto industry with real-world experience in investment banking, mobility and technology, including EVs and autonomy.”

 
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. 2 Lawler’s vice chair assignment will take advantage of an organizationally and geographically expansive Ford career. Among past assignments, he spent nearly four years as president of Ford China during a period of record in-country performance; oversaw Ford’s autonomous vehicles business and mobility partnerships; was controller and CFO of global markets; and served in Ford of Europe. “I’m honored to take on this broader role, working with Jim to advance our global strategy and bringing my experience, knowledge and relationships to bear through Ford+,” Lawler said. “This is a great challenge with great possibilities and I’m eager to get after it.” In joining Ford, House is returning to her home state and where she began her career in a now rapidly changing auto industry – something she’s influenced directly. “I’m delighted to join such an iconic company at this exciting and important time for Ford and the industry,” House said. “In my career, I have been fortunate to work as an executive, an advisor and an investor across the automotive and technology sectors, and in venture capital and startups. I look forward to working with Ford's world-class team and to applying the breadth of my experience to help Ford compete and win." House served as CFO at Lucid Motors for nearly three years until last December, a period in which the company went public, started producing and delivering its luxury EVs, and opened manufacturing plants in the U.S. and Saudi Arabia. Prior to joining Lucid, she held several senior leadership positions at Waymo, the California-based autonomous-driving technology company, including as treasurer and, at different times, head of investor relations, corporate development and corporate finance. Earlier, House spent a decade working in venture capital, private equity and investment banking. She served two tenures at General Motors, first in product engineering, then corporate development and strategy, accounting, venture capital, and business planning and analysis. House holds master’s degrees in business administration and manufacturing engineering from the University of Michigan in Ann Arbor, and bachelor of science degrees in mechanical and industrial engineering from Kettering University in Flint, Mich. In 2022, she was named an Industry Influencer by the Automotive Hall of Fame # # # About Ford Motor Company Ford Motor Company (NYSE: F) is a global company based in Dearborn, Michigan, committed to helping build a better world, where every person is free to move and pursue their dreams. The company’s Ford+ plan for growth and value creation combines existing strengths, new capabilities and always-on relationships with customers to enrich experiences for customers and deepen their loyalty. Ford develops and delivers innovative, must-have Ford trucks, sport utility vehicles, commercial vans and cars and Lincoln luxury vehicles, along with connected services. The company does that through three customer- centered business segments: Ford Blue, engineering iconic gas-powered and hybrid vehicles; Ford Model e, inventing breakthrough EVs along with embedded software that defines exceptional digital experiences for all customers; and Ford Pro, helping commercial customers transform and expand their businesses with vehicles and services tailored to their needs. Additionally, Ford provides financial services through Ford Motor Credit Company. Ford employs about 176,000 people worldwide. More information about the company and its products and services is available at corporate.ford.com.

 
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. 3 Contacts: Fixed-Income Media T.R. Reid 1.313.319.6683 treid22@ford.com Equity Investment Community Lynn Antipas Tyson 1.914.485.1150 ltyson4@ford.com Investment Community Jessica Vila- Goulding 1.313.248.3896 jvila5@ford.com Shareholder Inquiries 1.800.555.5259 or 1.313.845.8540 stockinf@ford.com

 
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