Ford Proxy Reports Executive Compensation
16 April 1999
Ford Proxy Reports Executive Compensation
DEARBORN, Mich., April 16 -- Former Ford Chairman
and Chief Executive Officer Alex Trotman, who retired from the company
effective January 1, 1999, received $2,500,000 in salary and a bonus of
$10,000,000 in 1998, as reported in the company's 1999 proxy statement filed
today with the Securities and Exchange Commission. For 1997, Trotman earned
$2,000,000 in salary and his bonus was $7,000,000.
Compensation for Trotman and the other executives listed in the proxy
statement reflects in large measure Ford's 1998 operating earnings of $6.6
billion. During Trotman's tenure as chairman, Ford's Economic Value Added
rose from a negative $3.9 billion in 1993 to a positive $3.1 billion last
year. Ford's annual total shareholder returns averaged 27.4 percent during
the same period. During 1998 and 1997 alone, the total return of Ford stock
was 89 percent and 57 percent, respectively, which was in the top quartile of
all Standard & Poor's 500 companies both years.
Compensation for the executives listed in the proxy is determined by the
Compensation and Option Committee of Ford's Board of Directors, which is
comprised of non-employee directors.
Trotman's Long-Term Incentive Plan (LTIP) award was valued at $24,137,034.
Long-term incentive compensation is based on the achievement of long-term
corporate objectives set by the committee, and the final value of LTIP awards
is dependent on the performance of Ford stock over time.
Trotman's award, and the awards for the other executives listed in the
proxy statement, represent the final awards for the two performance periods
ending in 1997. LTIP awards for the periods ending in 1998 will not be
determined until mid-year 1999.
Trotman also received "other" annual compensation of $2,219,282, which
represents primarily cash dividend equivalents on Performance Stock Rights,
Contingent Stock Rights and Restricted Stock Units awarded under the plan.
Trotman received $149,998 in matching contributions under Ford's salaried
employee savings and stock investment plan (SSIP) and a separate company plan
designed to offset IRS limitations relating to the SSIP.
In 1998, Trotman exercised Ford common stock options covering 1,428,652
shares for a realized gain of $30,060,133. As of December 31, 1998, Trotman
held options to purchase 1,061,963 shares of common stock, including a 1998
grant of 10-year options to purchase 431,400 shares of Ford common stock at a
exercise price of $41.0721.
The 1998 compensation of the following company officers also is summarized
in the proxy statement:
* Jacques A. Nasser, President, Ford Automotive Operations for 1998,
earned $1,050,000 in salary and $5,000,000 in bonus. Other compensation
totaled $836,369, including $63,000 in SSIP matching contributions and related
credits. Nasser's LTIP award of $6,051,332 was paid in common stock and he
was awarded options to purchase 915,700 shares of common stock. Nasser did
not exercise any options in 1998.
* W. Wayne Booker, company vice chairman, earned $714,166 in salary and
$3,100,000 in bonus. Other compensation totaled $459,201, including $42,845
in SSIP matching contributions and related credits. Booker's LTIP award of
$7,692,401 was paid in common stock and he was awarded options to purchase
107,850 shares of common stock. In 1998, Booker exercised options on 127,982
shares for a realized gain of $5,107,501.
* Edward Hagenlocker, then company vice chairman, earned $840,000 in
salary and $3,100,000 in bonus. Other compensation totaled $608,895,
including $50,400 in SSIP matching contributions and related credits.
Hagenlocker's LTIP award of $9,641,119 was paid in common stock and he was
awarded options to purchase 179,750 shares of common stock. In 1998,
Hagenlocker exercised options on 184,695 shares for a realized gain of
$4,574,370. Hagenlocker retired from the company effective January 1, 1999.
* Kenneth Whipple, then president, Ford Financial Services Group, and
chairman and CEO, Ford Motor Credit Company, earned $710,000 in salary and
$3,100,000 in bonus. Other compensation totaled $365,654, including $42,596
in SSIP matching contributions and related credits. Whipple's LTIP award of
$9,401,824 was paid in common stock and he was granted options to purchase
107,850 shares of common stock. In 1998, Whipple exercised options on 170,776
shares for a realized gain of $6,529,826. Whipple retired from the company
effective January 1, 1999.
A proxy statement and proxy card are being mailed to Ford common and Class
B shareholders today. The 1999 Annual Meeting of Shareholders will be held at
10 a.m. (EDT), Thursday, May 13, at the Detroit Opera House, 1526 Broadway,
Detroit, MI.