FORD MOTOR CO, DEF 14A filed on 3/28/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Ford Motor Company
Entity Central Index Key 0000037996
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay versus Performance Table
​
(a)
​ ​
(b)
 ​ ​
(b)
 ​ ​
(c)
 ​ ​
(c)
 ​ ​
(d)
 ​ ​
(e)
 ​ ​
(f)
 ​ ​
(g)
 ​ ​
(h)
 ​ ​
(i)
 ​
​
Year
​ ​
Summary
Compensation
Table
Total for PEO
(James D. Farley, Jr.)
($)
 ​ ​
Summary
Compensation
Table
Total for PEO
(James P. Hackett)
($)
 ​ ​
CAP
to PEO
(James D. Farley, Jr.) 4
($)
 ​ ​
CAP
to PEO
(James P. Hackett) 4
($)
 ​ ​
Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executives 1
($)
 ​ ​
Average
CAP to
Non-PEO
Named
Executives 1,4
($)
 ​ ​
Value of Initial Fixed
$100 Investment
Based On:
​ ​
Net
Income
(in $M)
 ​ ​
Company
Adjusted
EBIT
Margin 3
(%)
 ​
​
Total
Shareholder
Return
($)
 ​ ​
Peer Group
Total
Shareholder
Return 2
($)
 ​
​
2024
 ​ ​ ​ ​ 24,861,866 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 14,223,664 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 14,027,714 ​ ​ ​ ​ ​ 8,570,838 ​ ​ ​ ​ ​ 133 ​ ​ ​ ​ ​ 183 ​ ​ ​ ​ ​ 5,879 ​ ​ ​ ​ ​ 5.5 ​ ​
​
2023
 ​ ​ ​ ​ 26,470,033 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 29,358,700 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 13,582,049 ​ ​ ​ ​ ​ 14,315,576 ​ ​ ​ ​ ​ 153 ​ ​ ​ ​ ​ 170 ​ ​ ​ ​ ​ 4,347 ​ ​ ​ ​ ​ 5.9 ​ ​
​
2022
 ​ ​ ​ ​ 20,996,146 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (14,879,370) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 12,379,576 ​ ​ ​ ​ ​ (3,677,839) ​ ​ ​ ​ ​ 132 ​ ​ ​ ​ ​ 128 ​ ​ ​ ​ ​ (1,981) ​ ​ ​ ​ ​ 6.6 ​ ​
​
2021
 ​ ​ ​ ​ 22,813,174 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 73,772,804 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 12,948,787 ​ ​ ​ ​ ​ 30,831,937 ​ ​ ​ ​ ​ 228 ​ ​ ​ ​ ​ 188 ​ ​ ​ ​ ​ 17,937 ​ ​ ​ ​ ​ 7.3 ​ ​
​
2020
 ​ ​ ​ ​ 11,802,054 ​ ​ ​ ​ ​ 16,728,505 ​ ​ ​ ​ ​ 8,310,761 ​ ​ ​ ​ ​ 9,825,786 ​ ​ ​ ​ ​ 9,684,547 ​ ​ ​ ​ ​ 3,384,069 ​ ​ ​ ​ ​ 96 ​ ​ ​ ​ ​ 151 ​ ​ ​ ​ ​ (1,279) ​ ​ ​ ​ ​ 2.0 ​ ​
​
1
The Non-PEO Named Executives for 2020 were John T. Lawler, William Clay Ford, Jr., Hau Thai-Tang, Kumar Galhotra, and Tim Stone; for 2021 were John T. Lawler, William Clay Ford, Jr., Michael Amend, and J. Doug Field; for 2022 were John T. Lawler, William Clay Ford, Jr., J. Doug Field, and Kumar Galhotra; and for 2023 and 2024 were John T. Lawler, William Clay Ford, Jr., J. Doug Field, and Peter C. Stern.
​
2
The “Peer Group” referenced in this column is the Dow Jones Automobiles & Parts Titans 30 Index. This is the same index used to prepare the Company’s “Stock Performance Graph” included in our Annual Report on Form 10-K for the year ended December 31, 2024.
​
3
Company adjusted EBIT Margin is a non-GAAP financial measure most comparable to U.S. GAAP’s “Company Net Income/(Loss) Margin.” Company adjusted EBIT Margin is Company adjusted EBIT divided by Company revenue. In turn, Company adjusted EBIT is a non-GAAP financial measure most comparable to U.S. GAAP’s “Net Income/(Loss). Company adjusted EBIT excludes interest on debt (excluding Ford Credit Debt), taxes, and pre-tax special items. Our management ordinarily excludes special items from its review of the
results of the operating segments for purposes of measuring segment profitability and allocating resources. Our categories of pre-tax special items and the applicable significance guideline for each item (which may consist of a group of items related to a single event or action) are as follows:
​
Pre-Tax Special Item
​ ​
Significance Guideline
​
​
▪
Pension and OPEB remeasurement gains and losses
​
▪
Gains and losses on investments in equity securities
​
▪
Personnel expenses, supplier- and dealer-related costs, and facility-related charges stemming from our efforts to match production capacity and cost structure to market demand and changing model mix
​
▪
Other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities
​
 ​ ​
▪
No minimum
​
▪
No minimum
​
▪
Generally $100 million or more
​
▪
$500 million or more for individual field service actions; generally $100 million or more for other items
​
 ​
Company adjusted EBIT Margin is useful to management and investors because it allows users to evaluate our operating results aligned with industry reporting. Company adjusted EBIT is useful to management and investors because it focuses on underlying operating results and trends, and improves comparability of our period-over-period results. Please refer to Appendix III to this Proxy Statement for a reconciliation of Company Net Income/(Loss) Margin to Company adjusted EBIT Margin and the underlying reconciliation of Net Income/(Loss) to Company adjusted EBIT.
As noted above, the values reported in these columns represent CAP, calculated in accordance with SEC rules. The values do not reflect the actual amount of compensation earned by or paid to our Named Executives during the applicable year. Numbers in the above table and the tables below may not sum due to rounding. To calculate CAP in accordance with SEC rules, the amounts shown in the tables below were added to, or deducted from, the applicable SCT Totals. For additional information on how the CAP values for 2020, 2021, 2022, and 2023 were calculated, please see Footnote 4 to the Pay versus Performance Table beginning on page 79 of our Proxy Statement for Ford’s Annual Meeting of Shareholders held May 9, 2024, filed with the SEC on March 29, 2024, and Footnote 4 to the Pay versus Performance Table beginning on page 75 of our Proxy Statement for Ford’s Annual Meeting of Shareholders held May 11, 2023, filed with the SEC on March 31, 2023:
​
James D. Farley, Jr. 2024 SCT Total Compensation to CAP Reconciliation:
​
Year
​ ​
SCT Total
Compensation
($)
 ​ ​
Less
Grant Date Fair Value
Of Equity-Based Awards
($)
 ​ ​
Plus
Value of Equity-Based
Awards Calculated
According to SEC Specified
Methodology
($) ii
 ​ ​
CAP
($) iii
 ​
​
2024
 ​ ​ ​ ​ 24,861,866 ​ ​ ​ ​ ​ ​ 20,645,446 ​ ​ ​ ​ ​ ​ 10,007,244 ​ ​ ​ ​ ​ ​ 14,223,664 ​ ​ ​
Average Non-PEO Named Executive 2021-2024 SCT Total Compensation to CAP Reconciliation i:
​
Year
​ ​
SCT Total
Compensation
($)
 ​ ​
Less
Grant Date Fair Value
of Equity-Based Awards
and Aggregate Change in
Present Value of Pension Benefit
($)
 ​ ​
Plus
Value of Equity-Based
Awards Calculated
According to SEC Specified
Methodology
($) ii
 ​ ​
Plus Actuarially
Determined Pension
Service Cost and
Prior Service Cost
($) iii, iv
 ​ ​
CAP
($)
 ​
​
2024
 ​ ​ ​ ​ 14,027,714 ​ ​ ​ ​ ​ ​ 11,421,056 ​ ​ ​ ​ ​ ​ 5,900,670 ​ ​ ​ ​ ​ ​ 63,510 ​ ​ ​ ​ ​ ​ 8,570,838 ​ ​ ​
​
2023
 ​ ​ ​ ​ 13,582,049 ​ ​ ​ ​ ​ ​ 10,998,578 ​ ​ ​ ​ ​ ​ 11,677,419 ​ ​ ​ ​ ​ ​ 54,686 ​ ​ ​ ​ ​ ​ 14,315,576 ​ ​ ​
​
2021
 ​ ​ ​ ​ 12,948,787 ​ ​ ​ ​ ​ ​ 10,413,222 ​ ​ ​ ​ ​ ​ 28,182,109 ​ ​ ​ ​ ​ ​ 114,263 ​ ​ ​ ​ ​ ​ 30,831,937 ​ ​ ​
​
i
These values have been recalculated for 2021 and 2023 due to changes in the average (a) SCT Total Compensation figure and (b) Aggregate Change in Present Value of Pension Benefit figure, for our Non-PEO Named Executives. The change is attributable to the inclusion of additional amounts for Mr. Field in those years related to pension benefits he maintains from his previous employment with the Company in the 1990s.
Reflects the change in value of equity-based awards calculated in accordance with the SEC specified methodology for determining CAP for 2024. With respect to dividend equivalents that accrue on our equity awards, the value of such dividend equivalents is included in the values in this column. For more on how dividend equivalents accrue on our equity awards, see Policy on Dividend Equivalents on Equity Grants on page 65.
​
Supplemental Detail of PEO (James D. Farley, Jr.) Equity-Based Awards Change in Value for 2024:
​
Year
​ ​
Type of Award
 ​ ​
Fair Value of
Reported
Year’s Awards at
Fiscal Year End
(a)
($)
 ​ ​
Change in Value of
Prior Years’
Awards Unvested
at Fiscal Year End
(b)
($)
 ​ ​
Change in Value of
Prior Years’ Awards
that Vested in
Year Reported
(c)
($)
 ​ ​
Value of Awards
Included in
CAP for Year
Reported
(d) = (a) + (b) + (c)
($)
 ​
​ ​ ​ ​
RSUs
 ​ ​ ​ ​ 5,250,594 ​ ​ ​ ​ ​ ​ (679,066) ​ ​ ​ ​ ​ ​ 190,645 ​ ​ ​ ​ ​ ​ 4,762,174 ​ ​ ​
​
2024
 ​ ​
PSUs
 ​ ​ ​ ​ 10,172,306 ​ ​ ​ ​ ​ ​ (5,903,805) ​ ​ ​ ​ ​ ​ 976,570 ​ ​ ​ ​ ​ ​ 5,245,071 ​ ​ ​
​ ​ ​ ​
Options
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ ​ ​
Total
 ​ ​ ​ ​ 15,422,900 ​ ​ ​ ​ ​ ​ (6,582,871) ​ ​ ​ ​ ​ ​ 1,167,215 ​ ​ ​ ​ ​ ​ 10,007,244 ​ ​ ​
Supplemental Detail of Average Non-PEO Named Executive Equity-Based Awards Change in Value for 2024:
​
Year
​ ​
Type of Award
 ​ ​
Fair Value of
Reported
Year’s Awards at
Reported Year End
(a)
($)
 ​ ​
Change in Value of
Prior Years’
Awards Unvested
at Reported Year End
(b)
($)
 ​ ​
Change in Value of
Prior Years’ Awards
that Vested in
Year Reported
(c)
($)
 ​ ​
Value of Awards
Included in
CAP for Year
Reported
(d) = (a) + (b) + (c)
($)
 ​
​ ​ ​ ​
RSUs
 ​ ​ ​ ​ 3,502,732 ​ ​ ​ ​ ​ ​ (398,320) ​ ​ ​ ​ ​ ​ 179,592 ​ ​ ​ ​ ​ ​ 3,284,004 ​ ​ ​
​
2024
 ​ ​
PSUs
 ​ ​ ​ ​ 4,725,982 ​ ​ ​ ​ ​ ​ (2,398,533) ​ ​ ​ ​ ​ ​ 289,217 ​ ​ ​ ​ ​ ​ 2,616,666 ​ ​ ​
​ ​ ​ ​
Options
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ ​ ​
Total
 ​ ​ ​ ​ 8,228,714 ​ ​ ​ ​ ​ ​ (2,796,853) ​ ​ ​ ​ ​ ​ 468,809 ​ ​ ​ ​ ​ ​ 5,900,670 ​ ​ ​
​
iii
We do not report a change in pension value for Mr. Farley because he does not participate in any of our pension benefit plans.
​
iv
This column is included to show the addition of the actuarial present value of our Non-PEO Named Executives’ average service cost under pension plans attributable to services rendered during the noted year.
       
Company Selected Measure Name CompanyAdjustedEBITMargin        
Named Executive Officers, Footnote
The Non-PEO Named Executives for 2020 were John T. Lawler, William Clay Ford, Jr., Hau Thai-Tang, Kumar Galhotra, and Tim Stone; for 2021 were John T. Lawler, William Clay Ford, Jr., Michael Amend, and J. Doug Field; for 2022 were John T. Lawler, William Clay Ford, Jr., J. Doug Field, and Kumar Galhotra; and for 2023 and 2024 were John T. Lawler, William Clay Ford, Jr., J. Doug Field, and Peter C. Stern.
       
Peer Group Issuers, Footnote
The “Peer Group” referenced in this column is the Dow Jones Automobiles & Parts Titans 30 Index. This is the same index used to prepare the Company’s “Stock Performance Graph” included in our Annual Report on Form 10-K for the year ended December 31, 2024.
       
PEO Total Compensation Amount $ 24,861,866        
PEO Actually Paid Compensation Amount $ 14,223,664        
Adjustment To PEO Compensation, Footnote
James D. Farley, Jr. 2024 SCT Total Compensation to CAP Reconciliation:
​
Year
​ ​
SCT Total
Compensation
($)
 ​ ​
Less
Grant Date Fair Value
Of Equity-Based Awards
($)
 ​ ​
Plus
Value of Equity-Based
Awards Calculated
According to SEC Specified
Methodology
($) ii
 ​ ​
CAP
($) iii
 ​
​
2024
 ​ ​ ​ ​ 24,861,866 ​ ​ ​ ​ ​ ​ 20,645,446 ​ ​ ​ ​ ​ ​ 10,007,244 ​ ​ ​ ​ ​ ​ 14,223,664 ​ ​ ​
Reflects the change in value of equity-based awards calculated in accordance with the SEC specified methodology for determining CAP for 2024. With respect to dividend equivalents that accrue on our equity awards, the value of such dividend equivalents is included in the values in this column. For more on how dividend equivalents accrue on our equity awards, see Policy on Dividend Equivalents on Equity Grants on page 65.
​
Supplemental Detail of PEO (James D. Farley, Jr.) Equity-Based Awards Change in Value for 2024:
​
Year
​ ​
Type of Award
 ​ ​
Fair Value of
Reported
Year’s Awards at
Fiscal Year End
(a)
($)
 ​ ​
Change in Value of
Prior Years’
Awards Unvested
at Fiscal Year End
(b)
($)
 ​ ​
Change in Value of
Prior Years’ Awards
that Vested in
Year Reported
(c)
($)
 ​ ​
Value of Awards
Included in
CAP for Year
Reported
(d) = (a) + (b) + (c)
($)
 ​
​ ​ ​ ​
RSUs
 ​ ​ ​ ​ 5,250,594 ​ ​ ​ ​ ​ ​ (679,066) ​ ​ ​ ​ ​ ​ 190,645 ​ ​ ​ ​ ​ ​ 4,762,174 ​ ​ ​
​
2024
 ​ ​
PSUs
 ​ ​ ​ ​ 10,172,306 ​ ​ ​ ​ ​ ​ (5,903,805) ​ ​ ​ ​ ​ ​ 976,570 ​ ​ ​ ​ ​ ​ 5,245,071 ​ ​ ​
​ ​ ​ ​
Options
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ ​ ​
Total
 ​ ​ ​ ​ 15,422,900 ​ ​ ​ ​ ​ ​ (6,582,871) ​ ​ ​ ​ ​ ​ 1,167,215 ​ ​ ​ ​ ​ ​ 10,007,244 ​ ​ ​
iii
We do not report a change in pension value for Mr. Farley because he does not participate in any of our pension benefit plans.
       
Non-PEO NEO Average Total Compensation Amount $ 14,027,714 $ 13,582,049 $ 12,379,576 $ 12,948,787 $ 9,684,547
Non-PEO NEO Average Compensation Actually Paid Amount $ 8,570,838 14,315,576 (3,677,839) 30,831,937 3,384,069
Adjustment to Non-PEO NEO Compensation Footnote
Average Non-PEO Named Executive 2021-2024 SCT Total Compensation to CAP Reconciliation i:
​
Year
​ ​
SCT Total
Compensation
($)
 ​ ​
Less
Grant Date Fair Value
of Equity-Based Awards
and Aggregate Change in
Present Value of Pension Benefit
($)
 ​ ​
Plus
Value of Equity-Based
Awards Calculated
According to SEC Specified
Methodology
($) ii
 ​ ​
Plus Actuarially
Determined Pension
Service Cost and
Prior Service Cost
($) iii, iv
 ​ ​
CAP
($)
 ​
​
2024
 ​ ​ ​ ​ 14,027,714 ​ ​ ​ ​ ​ ​ 11,421,056 ​ ​ ​ ​ ​ ​ 5,900,670 ​ ​ ​ ​ ​ ​ 63,510 ​ ​ ​ ​ ​ ​ 8,570,838 ​ ​ ​
​
2023
 ​ ​ ​ ​ 13,582,049 ​ ​ ​ ​ ​ ​ 10,998,578 ​ ​ ​ ​ ​ ​ 11,677,419 ​ ​ ​ ​ ​ ​ 54,686 ​ ​ ​ ​ ​ ​ 14,315,576 ​ ​ ​
​
2021
 ​ ​ ​ ​ 12,948,787 ​ ​ ​ ​ ​ ​ 10,413,222 ​ ​ ​ ​ ​ ​ 28,182,109 ​ ​ ​ ​ ​ ​ 114,263 ​ ​ ​ ​ ​ ​ 30,831,937 ​ ​ ​
​
i
These values have been recalculated for 2021 and 2023 due to changes in the average (a) SCT Total Compensation figure and (b) Aggregate Change in Present Value of Pension Benefit figure, for our Non-PEO Named Executives. The change is attributable to the inclusion of additional amounts for Mr. Field in those years related to pension benefits he maintains from his previous employment with the Company in the 1990s.
Reflects the change in value of equity-based awards calculated in accordance with the SEC specified methodology for determining CAP for 2024. With respect to dividend equivalents that accrue on our equity awards, the value of such dividend equivalents is included in the values in this column. For more on how dividend equivalents accrue on our equity awards, see Policy on Dividend Equivalents on Equity Grants on page 65.
Supplemental Detail of Average Non-PEO Named Executive Equity-Based Awards Change in Value for 2024:
​
Year
​ ​
Type of Award
 ​ ​
Fair Value of
Reported
Year’s Awards at
Reported Year End
(a)
($)
 ​ ​
Change in Value of
Prior Years’
Awards Unvested
at Reported Year End
(b)
($)
 ​ ​
Change in Value of
Prior Years’ Awards
that Vested in
Year Reported
(c)
($)
 ​ ​
Value of Awards
Included in
CAP for Year
Reported
(d) = (a) + (b) + (c)
($)
 ​
​ ​ ​ ​
RSUs
 ​ ​ ​ ​ 3,502,732 ​ ​ ​ ​ ​ ​ (398,320) ​ ​ ​ ​ ​ ​ 179,592 ​ ​ ​ ​ ​ ​ 3,284,004 ​ ​ ​
​
2024
 ​ ​
PSUs
 ​ ​ ​ ​ 4,725,982 ​ ​ ​ ​ ​ ​ (2,398,533) ​ ​ ​ ​ ​ ​ 289,217 ​ ​ ​ ​ ​ ​ 2,616,666 ​ ​ ​
​ ​ ​ ​
Options
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ ​ ​
Total
 ​ ​ ​ ​ 8,228,714 ​ ​ ​ ​ ​ ​ (2,796,853) ​ ​ ​ ​ ​ ​ 468,809 ​ ​ ​ ​ ​ ​ 5,900,670 ​ ​ ​
​
iii
We do not report a change in pension value for Mr. Farley because he does not participate in any of our pension benefit plans.
​
iv
This column is included to show the addition of the actuarial present value of our Non-PEO Named Executives’ average service cost under pension plans attributable to services rendered during the noted year.
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_captsr-pn.jpg]        
Compensation Actually Paid vs. Net Income [MISSING IMAGE: bc_captsr-pn.jpg]        
Compensation Actually Paid vs. Company Selected Measure [MISSING IMAGE: bc_captsr-pn.jpg]        
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_captsr-pn.jpg]        
Tabular List, Table
Critical Performance Measures
The seven measures listed below represent the most important financial and non-financial performance measures used to tie 2024 executive compensation to Company performance. The measures in this table are not ranked. For a discussion of each of these performance measures and how they tie to our performance-based compensation practices, refer to the CD&A, beginning on page 42.
​ ​
Most Important Financial and Non-Financial
Performance Measures
​ ​
​ ​
Company Adjusted EBIT Margin
Company Adjusted EBIT
Company Adjusted Free Cash Flow
Adjusted Return on Invested Capital
Company Revenue
Quality
rTSR of 2024 PSU TSR Peer Group
 ​ ​
​
*
See Long-Term Incentive Plan, beginning on page 52, for more information about the structure of our PSU grants and the peer group used for measuring rTSR for PSUs.
       
Total Shareholder Return Amount $ 133 153 132 228 96
Peer Group Total Shareholder Return Amount 183 170 128 188 151
Net Income (Loss) $ 5,879,000,000 $ 4,347,000,000 $ (1,981,000,000) $ 17,937,000,000 $ (1,279,000,000)
Company Selected Measure Amount 5.5 5.9 6.6 7.3 2
PEO Name James D. Farley, Jr.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Company Adjusted EBIT Margin        
Non-GAAP Measure Description
Company adjusted EBIT Margin is a non-GAAP financial measure most comparable to U.S. GAAP’s “Company Net Income/(Loss) Margin.” Company adjusted EBIT Margin is Company adjusted EBIT divided by Company revenue. In turn, Company adjusted EBIT is a non-GAAP financial measure most comparable to U.S. GAAP’s “Net Income/(Loss). Company adjusted EBIT excludes interest on debt (excluding Ford Credit Debt), taxes, and pre-tax special items. Our management ordinarily excludes special items from its review of the
results of the operating segments for purposes of measuring segment profitability and allocating resources. Our categories of pre-tax special items and the applicable significance guideline for each item (which may consist of a group of items related to a single event or action) are as follows:
​
Pre-Tax Special Item
​ ​
Significance Guideline
​
​
▪
Pension and OPEB remeasurement gains and losses
​
▪
Gains and losses on investments in equity securities
​
▪
Personnel expenses, supplier- and dealer-related costs, and facility-related charges stemming from our efforts to match production capacity and cost structure to market demand and changing model mix
​
▪
Other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities
​
 ​ ​
▪
No minimum
​
▪
No minimum
​
▪
Generally $100 million or more
​
▪
$500 million or more for individual field service actions; generally $100 million or more for other items
​
 ​
Company adjusted EBIT Margin is useful to management and investors because it allows users to evaluate our operating results aligned with industry reporting. Company adjusted EBIT is useful to management and investors because it focuses on underlying operating results and trends, and improves comparability of our period-over-period results. Please refer to Appendix III to this Proxy Statement for a reconciliation of Company Net Income/(Loss) Margin to Company adjusted EBIT Margin and the underlying reconciliation of Net Income/(Loss) to Company adjusted EBIT.
        
Measure:: 2          
Pay vs Performance Disclosure          
Name Company Adjusted EBIT        
Measure:: 3          
Pay vs Performance Disclosure          
Name Company Adjusted Free Cash Flow        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted Return on Invested Capital        
Measure:: 5          
Pay vs Performance Disclosure          
Name Company Revenue        
Measure:: 6          
Pay vs Performance Disclosure          
Name Quality        
Measure:: 7          
Pay vs Performance Disclosure          
Name rTSR of 2024 PSU TSR Peer Group        
James D. Farley, Jr. [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 24,861,866 $ 26,470,033 $ 20,996,146 $ 22,813,174 $ 11,802,054
PEO Actually Paid Compensation Amount 14,223,664 29,358,700 (14,879,370) 73,772,804 8,310,761
James P. Hackett [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 16,728,505
PEO Actually Paid Compensation Amount $ 9,825,786
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (20,645,446)        
PEO | Total Equity Awards Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,007,244        
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 15,422,900        
PEO | Equity Awards Adjustments Year End Fair Value Of Awards Granted In Current Year Restricted Stock Awards Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,250,594        
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,582,871)        
PEO | Equity Awards Adjustments Change In Fair Value As Of Year End Of Outstanding And Unvested Awards Granted In Prior Years Restricted Stock Awards Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (679,066)        
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,167,215        
PEO | Equity Awards Adjustments Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year Restricted Stock Awards Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 190,645        
PEO | Total Equity Awards Adjustments Restricted Stock Awards Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,762,174        
PEO | Equity Awards Adjustments Year End Fair Value Of Awards Granted In Current Year Performance Stock Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,172,306        
PEO | Equity Awards Adjustments Change In Fair Value As Of Year End Of Outstanding And Unvested Awards Granted In Prior Years Performance Stock Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,903,805)        
PEO | Equity Awards Adjustments Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year Performance Stock Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 976,570        
PEO | Total Equity Awards Adjustments Performance Stock Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,245,071        
PEO | Equity Awards Adjustments Year End Fair Value Of Awards Granted In Current Year Options [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Equity Awards Adjustments Change In Fair Value As Of Year End Of Outstanding And Unvested Awards Granted In Prior Years Options [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Equity Awards Adjustments Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year Options [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Total Equity Awards Adjustments Options [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 63,510 54,686   114,263  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (11,421,056) (10,998,578)   (10,413,222)  
Non-PEO NEO | Total Equity Awards Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,900,670 $ 11,677,419   $ 28,182,109  
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,228,714        
Non-PEO NEO | Equity Awards Adjustments Year End Fair Value Of Awards Granted In Current Year Restricted Stock Awards Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,502,732        
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,796,853)        
Non-PEO NEO | Equity Awards Adjustments Change In Fair Value As Of Year End Of Outstanding And Unvested Awards Granted In Prior Years Restricted Stock Awards Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (398,320)        
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 468,809        
Non-PEO NEO | Equity Awards Adjustments Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year Restricted Stock Awards Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 179,592        
Non-PEO NEO | Total Equity Awards Adjustments Restricted Stock Awards Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,284,004        
Non-PEO NEO | Equity Awards Adjustments Year End Fair Value Of Awards Granted In Current Year Performance Stock Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,725,982        
Non-PEO NEO | Equity Awards Adjustments Change In Fair Value As Of Year End Of Outstanding And Unvested Awards Granted In Prior Years Performance Stock Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,398,533)        
Non-PEO NEO | Equity Awards Adjustments Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year Performance Stock Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 289,217        
Non-PEO NEO | Total Equity Awards Adjustments Performance Stock Units [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,616,666        
Non-PEO NEO | Equity Awards Adjustments Year End Fair Value Of Awards Granted In Current Year Options [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Equity Awards Adjustments Change In Fair Value As Of Year End Of Outstanding And Unvested Awards Granted In Prior Years Options [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Equity Awards Adjustments Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year Options [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Total Equity Awards Adjustments Options [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
TIMING OF EQUITY AWARDS
Annual grants of equity awards are typically determined at the February and/or March Committee meetings with an effective grant date in March to allow enough time for preparation of notification materials. At that time, data for previous performance periods is available to determine the final award size. The Committee also decides the effective date of the final awards, and the annual equity-based grants of RSUs, PSUs, and stock options (which have not been granted since 2020), if any. This timing allows for the grants to be effective after the release of earnings information for the prior fiscal year when the public is aware of the information and the information is reflected in the stock price used to value the awards.
Under the terms of the LTIP, the exercise price of options, if any, will be the closing price of our common stock on the date of grant. If a stock option grant date occurs during a trading blackout period, the stock option grant will be effective the day after the blackout period expires. No options were granted in 2024.
The Committee does not time equity grant dates to affect the value of compensation either positively or negatively. Executive officers do not play a role in the selection of grant dates. Special grants, whether approved by the Committee for executives or pursuant to authority delegated by the Committee for grants to employees other than executives, are effective either on a specified future date (e.g., a date that coincides with a promotion or hiring date or a quarterly grant date) or the date of approval. In the case of an approval by written consent, the grant date cannot be earlier than the date when the Committee member approvals have been obtained.
From time to time, special circumstances may cause the Committee to grant annual equity awards outside of the annual February or March timeline. In such circumstances, the Committee continues to adhere to its practices of not timing equity grants to take advantage of material non-public information or affect the value of compensation either positively or negatively.
Award Timing Method
From time to time, special circumstances may cause the Committee to grant annual equity awards outside of the annual February or March timeline. In such circumstances, the Committee continues to adhere to its practices of not timing equity grants to take advantage of material non-public information or affect the value of compensation either positively or negatively.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered
From time to time, special circumstances may cause the Committee to grant annual equity awards outside of the annual February or March timeline. In such circumstances, the Committee continues to adhere to its practices of not timing equity grants to take advantage of material non-public information or affect the value of compensation either positively or negatively.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true