In its annual proxy, the company disclosed Wednesday that Bill Ford's compensation included a stock option grant covering 1.58 million units with a strike price of $16.49, well above Ford's close of $11.10 on Tuesday on the New York Stock Exchange (search).
The options, given in lieu of long-term incentives and due to expire in 2014, were valued at about $10 million.
company ousted former CEO Jacques Nasser in 2001.
Ford saw its net income rise seven-fold to $3.48 billion in 2004 from $495 million in the previous year. But about 85 percent of its earnings came from the finance division. Ford's core auto operations made a profit only during the first quarter of 2004.
In the proxy, the automaker said the bonus for President and Chief Operating Officer James Padilla more than doubled.
The company boosted Padilla's 2004 bonus to more than $2 million from $900,000 in 2003, while his salary rose slightly to almost $967,000 from $900,000 the prior year.
Padilla was also awarded options to purchase 100,000 shares of common stock in long-term compensation, Ford said. He was awarded a bonus in the form of 246,696 shares of restricted common stock and received 50,000 restricted stock equivalents as a long-term incentive grant. Combined, those shares and stock equivalents have a fair market value of about $3.76 million.
Padilla also received a Long Term Incentive Plan award of $173,460, which was paid in unrestricted common stock for the 2002-2004 performance period, Ford said.
Compensation for Padilla for 2004 totaled about $7.7 million, according to the filing.
Total compensation for Bill Ford and his top four executives came to roughly $44 million in 2004, up 37 percent from $32 million in 2003.
The proxy also said that at Ford's annual meeting on May 12, three shareholder proposals about executive pay at the automaker would be put to vote.
One proposal is aimed at broader disclosure about compensation and the other calls for limiting all cash, rights, options, and possible severance payments to the top five members of the company's management team to $500,000.
The third proposal calls for linking a significant portion of the executive compensation to the progress Ford makes in reducing greenhouse gas emissions from its new vehicles.
Ford shareholders will also vote on a proposal that could strip the Ford family of much of its voting rights by creating a single class of shares.
The proposal calls for a plan to convert all Ford Class B stock (search) to common stock. The Class B stock, held mostly by Ford family members, allows 16 votes per share compared to one vote per share for regular shareholders.
Ford's board of directors will recommend a vote against all four proposals at the shareholders meeting, which will be held this year in Wilmimgton, Delaware, the proxy said.
Shares of the company edged up 0.72 percent, or 8 cents, to $11.18.