01—Abstract
Summary
Summary of the 8-K filed May 13, 2025. Cited figures are marked; the original filing is the authoritative source.
Ford Motor Company (F) filed an 8-K on May 13, 2025 disclosing three items: the appointment of a new Chief Accounting Officer, the results of its May 8, 2025 Annual Meeting of Shareholders, and a related news release.
Kyle Crockett, previously Vice President, Controller and Chief Accounting Officer at Carrier Global, will succeed Mark Kosman as CAO. He will serve as Vice President, Accounting, reporting to CFO Sherry House until the first business day after Ford files its Q2 2025 Form 10-Q, when his CAO appointment takes effect. Ford expects him to join on May 19.
The CAO role carries responsibility for Ford's accounting function and internal control over financial reporting, making this a meaningful leadership change for investors focused on financial reporting quality. The Compensation, Talent and Culture Committee approved a base salary of $575,000a (pro-rated for 2025), a 75% bonus target, and a $600,000 annual stock award target split 40% RSUs and 60% PSUs. Crockett also receives a $3.95 million sign-on bonus, of which $1.75 million is cash and $2.2 million is RSUs vesting over three years, along with standard relocation benefits.
These terms are typical for a senior finance hire, and the sign-on package is the most notable element. At the Annual Meeting, all 15 director nominees were elected, though several received substantial 'Against' votes, most notably William E. Kennard, with roughly 902 million against versus about 3.76 billion for.
Shareholders ratified PricewaterhouseCoopers as auditor, approved the say-on-pay advisory vote, and approved the Tax Benefit Preservation Plan. A shareholder proposal on supply chain emissions and net zero reporting was rejected by a wide margin.
02—Key points
Key Highlights
- Kyle Crockett appointed Chief Accounting Officer, succeeding Mark Kosman; effective the first business day after Ford files its Q2 2025 Form 10-Q, with interim role as VP, Accounting reporting to CFO Sherry House
- Crockett's prior experience includes Carrier Global (VP, Controller and CAO, 2020–2025) and General Motors, where he held senior finance, accounting and SEC reporting roles
- Compensation package: $575,000 base salary, 75% bonus target, $600,000 annual stock award target (40% RSUs / 60% PSUs), and a $3.95M sign-on bonus ($1.75M cash, $2.2M RSUs vesting over three years)
- All 15 director nominees were elected at the May 8, 2025 Annual Meeting, though William E. Kennard received about 902 million 'Against' votes, the highest dissent among nominees
- Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2025 with approximately 5.44 billion votes for
- Say-on-pay advisory vote approved with about 4.44 billion for and 220 million against; Tax Benefit Preservation Plan approved with about 4.46 billion for
- Shareholder proposal on supply chain emissions and net zero goals rejected, with about 260 million for and 4.39 billion against
03—Questions
Frequently Asked Questions
Who is replacing Ford's Chief Accounting Officer, and when does the change take effect?
Kyle Crockett, formerly Vice President, Controller and CAO at Carrier Global, succeeds Mark Kosman. He joins Ford as Vice President, Accounting, reporting to CFO Sherry House, and becomes CAO the first business day after Ford files its Q2 2025 Form 10-Q. He was expected to join on May 19, 2025.
What is the total value of Crockett's compensation package?
Beyond relocation benefits, the disclosed package includes a $575,000 base salary (pro-rated for 2025), a 75% bonus target, and a $600,000 annual stock award target. The one-time sign-on bonus totals $3.95 million, of which $1.75 million is cash (with $1.5 million paid after the start date and $250,000 at the one-year anniversary) and $2.2 million is RSUs vesting 33%, 33%, and 34% over three years.
Did shareholders express significant opposition to any board nominees?
All 15 nominees were elected. William E. Kennard drew the most opposition, with about 902 million votes against compared with about 3.76 billion for. William Clay Ford, Jr. (about 431 million against) and Jon M. Huntsman, Jr. (about 344 million against) also received notable dissent, though each was comfortably elected.
Did shareholders support the auditor and executive compensation?
Yes. Shareholders ratified PricewaterhouseCoopers as auditor for 2025 with about 5.44 billion votes for, and approved the say-on-pay advisory vote with about 4.44 billion for and 220 million against.
What does the rejected shareholder proposal mean for Ford?
The proposal asking for reporting on supply chain greenhouse gas emissions and net zero goals received about 260 million votes for and about 4.39 billion against. Because it was advisory in nature and failed decisively, it signals that shareholders broadly did not push for additional disclosure or changes on this issue at this meeting.
04—Continue