2021-2023 Performance-Based Restricted Stock Unit Award Metrics under 2018 Long-Term Incentive Plan

Summary

This document outlines the performance goals and criteria for awarding performance-based restricted stock units (RSUs) to participants, including executive officers, under the company's 2018 Long-Term Incentive Plan. The RSUs are granted for a three-year period (2021-2023), with final awards determined by the Compensation Committee based on financial metrics such as adjusted free cash flow, EBIT margin, and ROIC. Awards may be adjusted by up to 25% based on Ford’s total shareholder return compared to peers. Participants can earn up to 200% of the target award based on performance.

EX-10.2 3 f03312021exhibit102.htm EX-10.2 Document

Exhibit 10.2

Performance-Based Restricted Stock Unit Award Metrics for 2021

On February 10, 2021, the Compensation Committee of the Board of Directors of the Company approved the specific performance goals and business criteria to be used for purposes of determining any future performance-based restricted stock unit final awards for the 2021-2023 performance-period for participants, including executive officers, under the Company's shareholder-approved 2018 Long-Term Incentive Plan (filed as Exhibit 4.1 to Registration Statement No. 333-226348).

The performance based restricted stock unit grant is a target opportunity; however, participants will have the opportunity to earn a maximum of up to 200% of the target. The performance based restricted stock unit grant has a three-year performance period (2021-2023), after which the Compensation Committee will determine the final award based on corporate performance-to-objectives. The maximum performance level that can be achieved for any single metric for the 2021 Performance Unit grants is 200%. 100% of the final award will be based on financial metrics and can be modified by up to +/-25% based on relative Total Shareholder Return of Ford’s common stock compared to a peer group of companies over the three-year performance period. The metrics and weightings are summarized below:



Financial Metrics – 100%
Company Adjusted Free Cash Flow
Company Adjusted EBIT Margin
External Annual ROIC
Weighting
50%
30%
20%

Total Shareholder Return

Modifier
Total Shareholder Return (TSR)+/- 25%