Ford 2011 Proxy Details Annual Meeting Details, Executive Compensation

DEARBORN, Mich., April 1, 2011 /PRNewswire/ -- Ford Motor Company [NYSE: F] today filed with the U.S. Securities and Exchange Commission its proxy statement for the 2011 Annual Meeting of Shareholders.

The proxy announces details about the company' s Annual Meeting, which is scheduled for 8:30 a.m. EDT Thursday, May 12 at the Hotel du Pont, 11th and Market Streets, Wilmington, Del.  

Included in the proxy are four company and three shareholder proposals requiring the votes of shareholders. In addition, details of compensation for certain Named Executive Officers are included.

"In 2010, we accelerated performance of our One Ford Plan," the company said in its proxy statement. "We made significant progress on our One Ford goal of an exciting viable Ford delivering profitable growth for all."

Ford's stock delivered a significant improvement for the second year in a row. It appreciated 68 percent in 2010, placing the company among the top 4 percent of S&P 500 performers for the year. Ford was recognized by PricewaterhouseCoopers as the winner of the three-year Global Automotive Shareholder Award.

Ford returned to solid profitability in 2010, delivering results that exceeded expectations. The company reported $6.6 billion in net income, its highest in more than 10 years; posted Automotive operating-related cash flow of $4.4 billion; reduced Automotive debt by $14.5 billion to end the year with more cash than debt on its balance sheet; and, for the first time since 1993, increased market share in the U.S. for two consecutive years.  

Because of Ford's performance during 2010, the Compensation Committee of the Ford Board of Directors approved payments for salaried employees under the company's Incentive Bonus Plan, representing the first payout in three years. Ford had voluntarily cancelled bonus payments for 2008 and 2009 performance to support the company's plan to conserve cash, reduce costs and fund continued investments in the company's accelerated product plans.

Going forward, Ford said it remains absolutely focused on its One Ford plan and ensuring that every part of its operations is competitive with the best in business. That focus led to the company's decision to not award annual merit increases for salaried employees in the U.S. and Canada in 2011, including Named Executives, because compensation benchmarking shows Ford's base salary levels currently are competitive in the U.S. and Canada.

The proxy provides specific details of total 2010 compensation for five Named Executive Officers.

The amounts shown in the proxy statement for stock and option awards represent the grant date value of these awards under applicable accounting rules – not actual compensation received by each Named Executive Officer.

Total 2010 compensation for the five current Named Executive Officers is:

• Alan Mulally, president and CEO, earned $1,400,000 in salary and $9,450,000 in cash bonus in 2010. Like he did in 2009, in 2010 Mulally continued to take a voluntary 30 percent reduction from his 2008 salary, as part of the company's plan to conserve cash and reduce expenses. Mulally's total listed compensation – including the grant date value of long-term stock options and other stock-based awards – was $26,520,515.

• Bill Ford earned $1,400,000 in salary and $2,700,000 in cash bonus for 2010. Bill Ford, who did not receive any salary, bonus or stock awards for 2005, 2006 and 2007, also took a voluntary 30 percent reduction in 2009 and 2010 from his 2008 salary. Bill Ford's total listed compensation – including the grant date value of long-term stock options and other stock-based awards – was $26,460,998, but included salary for 2008 and 2009 and the value of stock awards made for 2008. This reflects his pledge to not accept compensation for those years until the Compensation Committee determined, as it did in August 2010, that Ford's global Automotive operations had achieved full-year profitability.  

• Mark Fields, Ford executive vice president and president, The Americas, earned $1,337,500 in salary and $3,600,000 in cash bonus in 2010. His total listed compensation – including the grant date value of long-term stock options and other stock-based awards – was $8,818,892.

• Lewis Booth, Ford executive vice president and chief financial officer, earned $1,237,500 in salary and $3,000,000 in cash bonus in 2010. His total listed compensation – including the grant date value of long-term stock options and other stock-based awards – was $8,196,821.

• John Fleming, Ford executive vice president, Global Manufacturing & Labor Affairs, earned $776,250 in salary and $1,400,000 in cash bonus in 2010. His total listed compensation – including the grant date value of long-term stock options and other stock-based awards – was $5,916,261.

About Ford Motor Company

Ford Motor Company, a global automotive industry leader based in Dearborn, Mich., manufactures or distributes automobiles across six continents. With about 164,000 employees and about 70 plants worldwide, the company's automotive brands include Ford and Lincoln. The company provides financial services through Ford Motor Credit Company. For more information regarding Ford's products, please visit www.ford.com.

SOURCE Ford Motor Company