8-KLeadership ChangesExhibits & Filings

FORD MOTOR CO 8-K Report, Executive Changes (May 24, 2017)

Filed May 24, 2017For Securities:FF-PCF-PDF-PB

Summary

This 8-K filing from Ford Motor Company announces significant leadership changes, most notably the immediate appointment of James P. Hackett as President and Chief Executive Officer, succeeding Mark Fields who is retiring. This transition marks a pivotal moment for Ford as it navigates strategic shifts, particularly in its burgeoning mobility sector, with Hackett's prior experience in Ford's AV and Electric Vehicle divisions and his new role leading the Mobility segment. The filing also details several other key executive appointments and significant compensation adjustments for Mr. Hackett, reflecting his elevated role and responsibilities. Investors should note the substantial compensation package approved for Mr. Hackett, including a significant base salary increase, a higher annual incentive target, and substantial performance-based and time-based restricted stock unit grants, along with an accession bonus. The departure of Mark Fields is accompanied by a separation agreement detailing his retirement benefits and continued access to certain company perks for a limited period. These changes indicate a renewed focus on leadership and strategic direction under Mr. Hackett.

Key Highlights

  • 1James P. Hackett appointed President and Chief Executive Officer, effective immediately.
  • 2Mark Fields has resigned from his Board of Directors position effective immediately and will retire on August 1, 2017.
  • 3James P. Hackett's annual base salary increased to $1,800,000, with his Annual Incentive Compensation Plan target rising to 200% of base salary.
  • 4Significant equity awards granted to James P. Hackett, including $5,250,000 in Performance-based Restricted Stock Units and $1,750,000 in Time-based Restricted Stock Units.
  • 5James P. Hackett received an accession bonus of $1 million.
  • 6Joseph R. Hinrichs appointed Executive Vice President and President, Global Operations, and received a $5,000,000 Time-based Restricted Stock Unit grant.
  • 7Mark Fields' separation agreement includes pro-rated bonus eligibility, retention of 2017 LTIP grants, and continued use of company aircraft until August 1, 2017.

Frequently Asked Questions

James P. Hackett has been appointed President and Chief Executive Officer, effective immediately. This change appears to reflect Ford's strategic direction and a potential shift in leadership focus. Hackett previously led Ford's Autonomous Vehicle and Electric Vehicle initiatives and will also head the new Mobility segment, indicating a strong emphasis on future growth areas.

The primary financial impact highlighted is the compensation package for James P. Hackett, which includes a substantial increase in base salary, incentive targets, and significant equity awards totaling $7 million in stock grants, plus a $1 million accession bonus. Mark Fields' retirement also involves agreed-upon separation terms, including pro-rated bonus eligibility and retention of long-term incentive grants.

Key appointments include James P. Hackett as CEO, James D. Farley, Jr. as Executive Vice President and President, Global Markets, Joseph R. Hinrichs as Executive Vice President and President, Global Operations, and Marcy Klevorn as Executive Vice President and President, Mobility. Mark Truby and Paul Ballew were appointed Vice President roles in Communications and Data & Analytics, respectively.

Mark Fields is eligible for a pro-rated bonus for the period of January 1 to August 1, 2017. He will also retain his 2017 Long-Term Incentive Plan grants, receive benefits under Ford's 2017 Select Retirement Program, and has reasonable use of the company aircraft until his retirement date of August 1, 2017.