Ford Motor Company

On October 14, 2020, the Board of Directors of Ford Motor Company (the “Company”) elected Mr. Jon M. Huntsman, Jr. to the Board of Directors, effective immediately. Mr. Huntsman will serve on the Compensation, Nominating and Governance, and Sustainability and Innovation Committees of the Board of Directors. Mr. Huntsman will receive the compensation currently paid to non-employee directors on a pro rata basis for the remainder of the year. The Company's news release announcing the election of Mr. Huntsman is attached to this Report as Exhibit 99 and is incorporated herein by reference.

On October 1, 2020, Ford Motor Company (the “Company”) issued a news release announcing the election of John T. Lawler, 54, as Vice President, Chief Financial Officer, effective October 1, 2020. Mr. Lawler has been CEO of Ford Autonomous Vehicles and Vice President, Mobility Partnerships since 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.

On August 4, 2020, Ford Motor Company (the “Company”) issued a news release announcing the election of James D. Farley, Jr., as President and Chief Executive Officer of the Company effective October 1, 2020. In addition, Mr. Farley was elected to the Company’s Board of Directors effective October 1, 2020. James P. Hackett will retire from the Company effective March 31, 2021, and has resigned from the Board of Directors, effective October 1, 2020. Mr. Hackett will serve as Advisor to the Company and report to the Executive Chairman from October 1 until his retirement on March 31, 2021. The Company also took the following compensation actions: The Compensation Committee approved the following compensation actions regarding Mr. Farley: • Annualized base salary increase from $1,400,000 to $1,700,000 • Annual Incentive Compensation Plan 2020 target increases pro-rated for the time Mr.

On March 26, 2020, Ford Motor Company (“Ford” or the “Company”) issued an employee communication detailing certain compensation actions the Company has implemented that affect the compensation of certain executives, including Named Executive Officers. Effective May 1, 2020, a percentage of each such Officer’s base salary will be deferred for at least five months. The accumulated deferred salary amounts will be paid after the Company has repaid at least $7 billion of its Automotive debt. The base salary deferrals will be 100% of salary for the Executive Chairman, and 50% of salary for each of the President and Chief Executive Officer, the Chief Operating Officer, and the Chief Financial Officer.

In a Form 8-K filing dated February 6, 2020, we announced that James D. Farley, Jr., was elected Chief Operating Officer of Ford Motor Company (“Ford”) effective March 1, 2020, and that Mr. Farley’s compensation arrangements would be the subject of an amended Form 8-K filing. On February 18, 2020, we filed an amended Form 8-K detailing certain compensation arrangements for Mr. Farley. In addition to those compensation arrangements, on March 11, 2020, the Compensation Committee of the Board of Directors approved the following arrangement for Mr. Farley: in the event an individual other than Mr. Farley is elected as successor to James P. Hackett as President and Chief Executive Officer of Ford, a stock grant with a value of $2.5 million in unrestricted shares of Ford common stock will be made. If Mr.

In a Form 8-K filing dated February 6, 2020, we announced that James D. Farley, Jr., was elected Chief Operating Officer of Ford Motor Company (“Ford”) effective March 1, 2020, and that Mr. Farley’s compensation arrangements would be the subject of an amended Form 8-K filing. On February 12, 2020, the Compensation Committee of Ford’s Board of Directors approved the following compensation arrangements for Mr. Farley, effective March 1, 2020: (i) an increase in his annual base salary from $1.1 million to $1.4 million; (ii) an increase in his Annual Incentive Compensation Plan bonus target from $1.375 million to $1.89 million; and (iii) an increase in the value of his annual stock grant from $3.82 million to $5.0 million.

Effective March 1, 2020, James D. Farley, Jr., currently President, New Businesses, Technology and Strategy of Ford Motor Company (“Ford”), is elected Chief Operating Officer of Ford. Mr. Farley’s compensation arrangements will be the subject of an amended 8-K filing. Joseph R. Hinrichs, President, Automotive, has elected to retire from Ford effective March 1, 2020. In addition to the regular compensation and benefits to which he is entitled, Mr. Hinrichs will also receive the following: (i) payments equal to two years of his annual salary as of February 1, 2020, paid in equal monthly installments beginning in March 2020, provided the monthly payments will cease upon Mr. Hinrichs obtaining other employment, and (ii) benefits under the Company’s Select Retirement Plan, which in general adds three years of age and contributory service for purposes of calculating retirement benefits.

On July 10, 2019, Ford Motor Company issued a news release announcing the election of Ms. Beth E. Mooney to its Board of Directors. Ms. Mooney’s appointment is effective immediately. Ms. Mooney has been appointed to the Audit Committee and the Nominating and Governance Committee of the Board of Directors effective immediately. Ms. Mooney will receive the compensation currently paid to non-employee directors on a pro rata basis for the remainder of the year. Ms. Mooney has been Chairman and Chief Executive Officer of KeyCorp since May 2011 . The Company's news release announcing the election of Ms. Mooney is attached to this Report as Exhibit 99 and is incorporated herein by reference.

Effective April 15, 2019, Tim Stone was elected vice president of Ford Motor Company, and effective June 1, 2019, Mr. Stone was elected Chief Financial Officer of Ford. The offer letter dated March 11, 2019, executed by Ford and Mr. Stone, is attached as Exhibit 99 and is incorporated herein. Effective April 15, 2019, Mr. Stone’s annual base salary is $1.1 million. Mr. Stone’s target cash incentive under Ford’s Annual Incentive Compensation Plan for the 2019 performance period, to be paid in March 2020, is $1,375,000, which is the minimum amount he will receive for the 2019 performance period. In future years, Mr. Stone’s target under the Annual Incentive Compensation Plan will be no less than 100% of his base salary. He also received a signing bonus of $850,000. Mr.

On May 10, 2018, the shareholders of the Company approved the Ford Motor Company 2018 Long-Term Incentive Plan. The terms of the plan, a copy of which is filed as Appendix I to the Company's Definitive Proxy Statement dated March 29, 2018, and the description of the plan contained in Proposal 4 of the proxy statement, are incorporated herein by reference in their entirety.

Item 8.01. Other Events . On February 21, 2018, the Company issued a press release announcing that Sankar S. (Raj) Nair had separated from the Company, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference. On February 21, 2018, the Company entered a Separation and Waiver Agreement with Mr. Nair regarding the terms of his separation from the Company (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Nair is entitled to retirement benefits under the Company’s Select Retirement Plan (“SRP”) and he will continue to receive healthcare benefits. Mr. Nair will not receive an award under the Company’s Annual Incentive Compensation Plan for the 2017 and 2018 performance periods and the following equity-based awards granted to Mr.

On February 7, 2018, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Ford Motor Company (“Ford” or “Company”) approved, effective as of January 1, 2018, the amendment and restatement of the following Ford benefit plans: Executive Separation Allowance Plan (“ESAP”), Benefit Equalization Plan (“BEP”), Defined Benefit Supplemental Executive Retirement Plan (“DB SERP”), and Select Retirement Plan (“SRP”). Effective December 31, 2019, the amended plans will have a 35-year limit for service and pay for purposes of determining the benefits from each respective plan. The amended and restated ESAP, BEP, DB SERP, and SRP are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and are incorporated by reference herein.

On November 16, 2017, Ford Motor Company issued a news release announcing the election of Mr. John B. Veihmeyer to its Board of Directors. Mr. Veihmeyer’s appointment is effective December 1, 2017. Mr. Veihmeyer has been appointed to the Audit Committee and the Nominating and Governance Committee of the Board of Directors effective December 1, 2017. Mr. Veihmeyer will receive on a pro rata basis for the remainder of the year the compensation currently paid to non-employee directors as described in Exhibit 10-G-3 of Ford Motor Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Mr. Veihmeyer was Global Chairman of KPMG International from April 2014 until September 2017. Ford’s news release announcing the election of Mr. Veihmeyer is attached to this Report as Exhibit 99 and is incorporated herein by reference.

On September 28, 2017, Jon M. Huntsman, Jr. resigned from the Board of Directors of Ford Motor Company effective September 28, 2017.

On May 22, 2017, the Company issued a news release announcing several officer elections effective immediately, including the election of James P. Hackett as President and Chief Executive Officer; James D. Farley, Jr., as Executive Vice President and President, Global Markets; Joseph R. Hinrichs as Executive Vice President and President Global Operations; Marcy Klevorn as Executive Vice President and President, Mobility; Mark Truby as Vice President, Communications; and Paul Ballew, as Vice President and Chief Data and Analytics Officer. James P. Hackett was elected to the Board of Directors effective May 19. Mark Fields has elected to retire from the Company effective August 1, 2017, and has resigned from the Board of Directors, effective immediately. The Company also took the following compensation actions: The Compensation Committee approved the following compensation actions for Mr.

On March 10, 2017, Ford Motor Company issued a news release announcing the election of Ms. Lynn M. Vojvodich to its Board of Directors. Ms. Vojvodich's appointment is effective April 1, 2017. Ms. Vojvodich has been appointed to the Audit Committee, the Nominating and Governance Committee, and the Sustainability and Innovation Committee of the Board of Directors effective April 1, 2017. Ms. Vojvodich will receive on a pro rata basis for the remainder of the year the compensation currently paid to non-employee directors. Ms. Vojvodich was Executive Vice President and Chief Marketing Officer of Salesforce from 2013 until February 2017 . The Company's news release announcing the election of Ms. Vojvodich is attached to this Report as Exhibit 99 and is incorporated herein by reference.

On September 8, 2016, Ford Motor Company issued a news release announcing the election of Mr. John S. Weinberg to its Board of Directors. Mr . Weinberg's appointment is effective October 1, 2016. Mr . Weinberg has been appointed to the Nominating and Governance Committee, the Finance Committee, and the Sustainability and Innovation Committee of the Board of Directors effective October 1, 2016. Mr . Weinberg will receive on a pro rata basis for the remainder of the year the compensation currently paid to non-employee directors as disclosed in the Company’s 2016 Proxy Statement. Mr . Weinberg was Vice Chairman of Goldman Sachs Group Inc. from June 2006 until October 2015 . The Company's news release announcing the election of Mr. Weinberg is attached to this Report as Exhibit 99 and is incorporated herein by reference.

On June 6, 2016, Ford Motor Company issued a news release to announce that Mr. John Lawler has been named Vice President and Controller, succeeding Mr. Stuart Rowley. The news release is attached to this Report as Exhibit 99 and is incorporated herein by reference.

Item 8.01. Other Events . On March 11, 2016, Ford Motor Company issued a news release to announce that James P. Hackett has been named Chairman of Ford Smart Mobility LLC, a new subsidiary that has been formed to design, build, grow, and invest in emerging mobility services, and to announce that Mr. Hackett has resigned from the Board of Directors of Ford Motor Company effective March 10, 2016. The news release is attached to this Report as Exhibit 99 and is incorporated herein by reference.