FFord Motor Company
Deals with insiders in the proxy filed 2026-03-27
Deals between F and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-28.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 2 paragraphs of the proxy filed 2025-03-28 with nothing like them this year
POLICY AND PROCEDURE FOR REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS“Any director or officer with an interest in a related person transaction is expected to recuse himself or herself from any consideration of the matter. In all cases, a director or officer with an interest in a related person transaction may not attempt to influence Company personnel in making any decision with respect to the transaction.”
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RELATED PERSON TRANSACTIONS“During 2024, the Company employed the husband of Catherine O’Callaghan, who served as Ford’s Vice President, Controller until February 12, 2024, as a Manager in our Customer Relations Center. He received 2024 compensation of approximately $665,775, consisting primarily of salary, bonus, stock awards, and tax gross ups. Ms. O’Callaghan currently serves as the Chief Executive Officer of Ford Credit.”
Read it in last year's proxy ↗
The whole section
12 paragraphs quoted as filed
“Certain Relationships and Related Person Transactions To determine whether related person transactions are beneficial to the Company, such transactions are subject to rigorous review by the Office of the General Counsel, the Nominating and Governance Committee, and outside legal counsel depending on the nature of the transaction.”
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AND PROCEDURE FOR REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS“transactions between Ford and its officers or directors, including companies in which a director or officer (or an immediate Nominating and Governance Committee may, at its discretion, consult with outside legal counsel. family member) has a direct or indirect material interest or a company where such director or officer (or an immediate family member) serves as an executive officer (“related person transactions”) are not prohibited; however, such transactions need to be reviewed by the Board to determine whether they are required to be disclosed. Accordingly, any Committee.”
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AND PROCEDURE FOR REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS“The Nominating and Governance Committee’s approval of a related person transaction may encompass a series of subsequent transactions contemplated by the original approval. In such instances, any such approval shall require that the Company make all decisions with respect to such ongoing business relationship in accordance with existing policies and procedures applicable to non-related person transactions (e.g., Company purchasing policies governing awards of business to suppliers, etc.).”
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RELATED PERSON TRANSACTIONS“In February 2002, Ford entered into a Stadium Naming and License Agreement with The Detroit Lions, Inc. (the “Lions”), pursuant to which we acquired for $50 million, paid by us in 2002, the naming rights to a new domed stadium located in downtown Detroit at which the Lions began playing their home games during the 2002 National Football League season. We named the stadium “Ford Field.” The term of the naming rights agreement, which commenced with the 2002 National Football League season, expires after the 2026 National Football League season. Benefits to Ford under the naming rights agreement include exclusive exterior entrance signage and predominant interior promotional signage. Beginning in 2005, the Company also agreed to provide to the Lions, at no cost, eight new model year Ford or Lincoln brand vehicles manufactured by Ford in North America for use by the management and staff of Ford Field and the Lions and to replace such vehicles in each second successive year, for the remainder of the naming rights agreement. In March 2025, Ford agreed to amend the naming rights agreement to pay the Lions $2 million annually over the final two years of the agreement, and to a potential additional $750,000 payment in the final year of the agreement, for added benefits. In addition, Ford agreed to provide eight additional (for a total of sixteen) vehicles for use by the Lions each season and discounted vehicle pricing to certain employees of the Lions and Ford Field. The cost incurred during 2025 was $2.14 million. At the same time in March 2025, to extend the relationship with the Lions, Ford agreed to a new 10-year Rights Agreement for an average annual payment of $12.7 million. The term of the new agreement runs from March 2027 through February 2037. In addition to Ford’s naming rights to the stadium, the new agreement also provides for enhanced and expanded Ford branding throughout the stadium and additional sponsorship and promotional benefits. William Clay Ford, Jr. and his descendants own a minority equity interest in the Lions and Mr. Ford is a director and officer of the Lions.”
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RELATED PERSON TRANSACTIONS“Paul Alandt, Lynn F. Alandt’s husband, is a minority owner of two Ford franchised dealerships and a Lincoln franchised dealership. In 2025, Ford charged the dealerships about $192.3 million for products and services in the ordinary course of business. In turn, Ford paid the dealerships about $47.3 million for services in the ordinary course of business. Also in 2025, Ford Motor Credit Company LLC, a wholly owned entity of Ford, provided about $396.2 million of financing to dealerships owned by Mr. Alandt and paid about $1.5 million to them in the ordinary course of business. The dealerships paid Ford Credit about $417.3 million in the ordinary course of business. Additionally, in 2025, Ford Credit purchased retail installment sales contracts and Red Carpet Leases from the dealerships in amounts of about $24.2 million and $124.8 million, respectively.”
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RELATED PERSON TRANSACTIONS“The Marketing Associates Division of Lason Systems, Inc. was acquired in March 2001 by Marketing Associates, LLC (dba OneMagnify), an entity in which our former director Edsel B. Ford II and his family, including our current director Henry Ford III, previously had a controlling equity interest. Before the acquisition, the Marketing Associates Division of Lason Systems, Inc. provided various marketing and related services to the Company, and this continued following the acquisition. Edsel B. Ford II and his family, including our current director Henry Ford III, sold their entire equity interest in Marketing Associates, LLC on June 1, 2022, but continue to have an interest in Marketing Associates, LLC through a promissory note related to such sale, the principal amount of which is tied to revenue received by Marketing Associates, LLC from the Company. In 2025, the Company paid Marketing Associates, LLC approximately $55.3 million for marketing and related services provided in the ordinary course of business through ordinary purchasing processes.”
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RELATED PERSON TRANSACTIONS“In April 2016, the Company approved an investment of up to $10 mi llion in Fontinalis Capital Partners II, a venture capital fund that invests in next-generation mobility start-up entities. As of January 1, 2026, we have invested approximately $10 million. Our investment has yielded several benefits, including: (i) increased early exposure to possible mobility investments; (ii) the ability to invest directly in an entity whether or not the investment fund invests in the entity; and (iii) increased exposure to venture capital mobility expertise. As of January 1, 2026, William Clay Ford, Jr. had a 7.6% interest and Lynn F. Alandt had a 4% interest in the investment fund.”
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RELATED PERSON TRANSACTIONS“During 2025, our former director Edsel B. Ford II, the father of Henry Ford III, earned $650,000 in fees pursuant to a January 1999 consulting agreement between the Company and Mr. Ford II. The consulting fee is payable quarterly in arrears in cash. Mr. Ford II is available for consultation, representation, and other duties under the agreement to advance Ford’s interests and reputation in Ford Motorsports, historical events, and other occasions. Additionally, the Company provides facilities (including office space) and an administrative assistant to Mr. Ford II. This agreement will continue until either party ends it with 30 days’ notice.”
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RELATED PERSON TRANSACTIONS“During 2025, William C. Ford III, son of William Clay Ford, Jr. and sibling of one of our directors, Alexandra Ford English, was employed by the Company as General Manager, Ford Performance. Mr. Ford received 2025 compensation of in excess of $120,000.”
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RELATED PERSON TRANSACTIONS“During 2025, Nicholas Ford, son of William Clay Ford, Jr. and sibling of one of our directors, Alexandra Ford English, was employed by the Company as Director, Corporate Strategy. Mr. Ford received 2025 compensation in excess of $120,000.”
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RELATED PERSON TRANSACTIONS“From time to time, the Company provides certain limited technology, security and event-related assistance to members of the Ford family. This limited assistance has been deemed consistent with Company governance policies, practices and culture; immaterial to the Company and the individuals receiving such assistance; and consistent with the best interests of the Company and its shareholders.”
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RELATED PERSON TRANSACTIONS“The following chart shows the process for identification and disclosure of related person transactions.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗