FDM Group Regulatory News (FDM)

7 Apr 2006 15:52

Ford Motor Co07 April 2006 FORD MOTOR COMPANY PROXY REPORTS 2005 EXECUTIVE COMPENSATION; KRAVIS, PADILLA AND REICHARDT NOT STANDING FOR RE-ELECTION TO THE BOARD OF DIRECTORS DEARBORN, Mich.; April 7, 2006 - Ford Motor Company (NYSE: F) today filed its2006 proxy statement with the Securities and Exchange Commission. The statementoutlines compensation for select executives, including William Clay Ford, Jr.,chairman and chief executive officer. This year, the Compensation Committee of the Board of Directors decided toprovide additional information regarding executive compensation in the spirit ofproposed SEC rule changes. The proxy now includes a table summary of the dollarvalues of the total annual compensation provided, granted to, or received byeach of the named executives during 2005, 2004 and 2003. It is important to note that the amounts shown associated with stock awardsreflect the fair market value of the common stock on the date of the grant, andamounts shown associated with option awards reflect the Black-Scholes value ofthe option grants on the date of the grant. Whether exercising stock options isprofitable depends on the relationship between the company's common stock'smarket price and the option's exercise price, as well as on the grantee'sinvestment decisions. Therefore, placing a current value on outstanding optionsis highly speculative and may not represent the true benefit, if any, that maybe realized by the grantee. Compensation of Ford executives for 2005 generally consisted of salary and stock-based awards. No bonuses were paid for 2005 under the Annual Incentive Compensation Plan. Compensation details found in the 2006 proxy statement include: • William Clay Ford, Jr., chairman and chief executive officer, received no cash salary or bonus for 2005. The value of his 2005 compensation totaled $13,298,279. In lieu of a cash salary for the first quarter of 2005, he received a restricted common stock grant of 32,837 shares with a one year restriction period valued at $372,043, continuing his practice of tying his compensation to the long-term performance of the company. In addition, Mr. Ford was granted 1,685,393 stock options under the 1998 Long- Term Incentive Plan with a Black-Scholes value on the date of grant of $7,499,999. On May 11, 2005, Mr. Ford committed to forego any new compensation, including salary, bonus or other awards, until the company's Automotive Sector achieves sustainable profitability. As a result, he did not receive any form of salary for his services as CEO for the second, third or fourth quarter of 2005. Mr. Ford received a performance-based incentive program award of 632,587 Restricted Stock Equivalents with a value of $4,959,482 on the date of grant, for 2005 performance under the 1998 Long-Term Incentive Plan, as his eligibility for the award was established prior to the May 2005 commitment to forgo new compensation. For the third year, Mr. Ford has committed to donate shares representing his performance award to charities of his choice on the date the restrictions lapse in 2007. Mr. Ford also received other compensation totaling $466,755, which included $297,201 in value for required use of the corporate aircraft. • Jim Padilla, president and chief operating officer, earned $1,458,333 in salary. The value of his 2005 compensation totaled $6,752,248. Mr. Padilla received stock and stock equivalent awards totaling $1,986,781, which included a performance-based incentive program award of 236,166 Restricted Stock Equivalents with a value of $1,851,541 for 2005 performance and a long-term incentive payout of common stock with a value of $135,240 for the 2003-2005 performance period. In addition, Mr. Padilla received 629,213 stock options under the 1998 Long-Term Incentive Plan with a Black-Scholes value on the date of grant of $2,799,998. Other compensation totaled $507,136, which included $204,672 in value for required use of the corporate aircraft and $21,250 in SSIP matching contributions and related credits. • Mark Fields, executive vice president and president, The Americas, earned $972,500 in salary. The value of his 2005 compensation totaled $3,209,832. Mr. Fields received stock and stock equivalent awards totaling $215,470, which included a performance-based incentive program award of 20,583 Restricted Stock Equivalents with a value of $161,374 for 2005 performance and a long-term incentive payout of common stock valued at $54,096 for the 2003-2005 performance period. In addition, Mr. Fields received 87,500 stock options under the 1998 Long Term Incentive Plan with a Black-Scholes value on the date of grant of $389,375. Other compensation totaled $1,632,487, which included a $1 million cash retention payment, $214,479 in value for personal use of the company aircraft, and $13,200 in SSIP matching contributions and related credits. • Don Leclair, executive vice president and chief financial officer, earned $916,667 in salary. The value of his 2005 compensation totaled $1,580,122. Mr. Leclair received stock and stock equivalent awards totaling $186,619, which included a performance-based incentive program award of 20,583 Restricted Stock Equivalents with a value of $161,374 for 2005 performance and a long-term incentive payout of common stock with a value of $25,245 for the 2003-2005 performance period. In addition, Mr. Leclair received 87,500 stock options under the 1998 Long-Term Incentive Plan with a Black- Scholes value on the date of grant of $389,375. Other compensation totaled $87,461, which included $13,500 in SSIP matching contributions and related credits. • Greg Smith, former vice chairman, earned $880,000 in salary. The value of his 2005 compensation totaled $1,596,949. Mr. Smith received stock and stock equivalent awards totaling $215,470, which included a performance- based incentive program award of 20,583 Restricted Stock Equivalents with a value of $161,374 for 2005 performance and a long-term incentive payout of common stock with a value of $54,096 for the 2003-2005 performance period. In addition, Mr. Smith received 87,500 stock options under the 1998 Long Term Incentive Plan with a Black-Scholes value on the date of grant of $389,375. Other compensation totaled $112,104, which included $13,200 in SSIP matching contributions and related credits. Carl E. Reichardt, 74, a board member since 1986, and Marie-Josee Kravis, 56, a board member since 1995, have decided to not stand for re-election at the company's Annual Meeting on May 11. James J. Padilla, 59, has announced his intention to retire from the companyeffective July 1, 2006, and also will not stand for Board re-election at thecompany's Annual Meeting on May 11. The Board of Directors accordingly is expected to reduce the number of directorsfrom 15 to 12, effective at the Annual Meeting of Shareholders. "Carl, Marie-Josee and Jim have made invaluable contributions to the companywhile serving on the Board of Directors. We will miss their wise counsel andjudgment and we wish them all the best in the future," said Chairman and ChiefExecutive Officer Bill Ford. The company's Annual Meeting of Shareholders will be held on Thursday, May 11,at 9 a.m. EDT at the Hotel du Pont, 100 W. 11th Street, Wilmington Delaware. Ford Motor Company, a global automotive industry leader based in Dearborn,Mich., manufactures and distributes automobiles in 200 markets across sixcontinents. With about 300,000 employees, the company's core and affiliatedautomotive brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,Mazda, Mercury and Volvo. Its automotive-related services include Ford MotorCredit Company. This information is provided by RNS The company news service from the London Stock Exchange