EX-24.2 5 tm2412328d1_ex24-2.htm EXHIBIT 24.2

Exhibit 24.2

 

 

 

FORD MOTOR COMPANY

 

The undersigned, Douglas J. Cropsey, an Assistant Secretary of Ford Motor Company, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY THAT the resolutions attached hereto are true and correct copies of the resolutions excerpted from the minutes of proceedings of the Board of Directors of the Company; such resolutions were duly adopted by the Board of Directors of the Company at a meeting held on March 14, 2024, and such resolutions are in full force and effect on the date hereof.

 

WITNESS my hand this 24th day of April, 2024. 

 

/s/ Douglas J. Cropsey
   Douglas J. Cropsey
   Assistant Secretary

 

 

 

 

 

RESOLUTIONS RELATING TO EQUITY PLANS

 

 

RESOLVED, That, in order to comply with the Securities Act of 1933, as amended, or with the applicable laws of any other jurisdiction, the directors and appropriate officers of the Company be and hereby are authorized to sign and execute on their own behalf, or in the name and on behalf of the Company, or both, as the case may be, any and all Registration Statements and amendments to Registration Statements relating to the Ford Motor Company Deferred Compensation Plan, the Ford Motor Company Benefit Equalization Plan, the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees, the Stock Plans For Non-Employee Directors of Ford Motor Company, the Ford Motor Company Long-Term Incentive Plans, and such other employee or director plans as may be adopted by the Company or any of its subsidiaries (collectively, the "Equity Plans"), including the Prospectuses and the exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form as such directors and officers may deem necessary, appropriate, or desirable, as conclusively evidenced by their execution thereof; and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause such Registration Statements and amendments, so executed, to be filed with the United States Securities and Exchange Commission (the "Commission") or with any other applicable governmental or regulatory agency or authority ("Other Commission").

 

 

RESOLVED, That each officer and director who may be required to sign and execute any of the aforesaid Registration Statements or amendments or any document in connection therewith (whether on behalf of the Company, or as an officer or director of the Company, or otherwise) be and hereby is authorized to execute a power of attorney appointing J. E. Osgood, B.F. Petrillo, D. J. Cropsey, and D. J. Witten, each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place, and stead in any such capacity any and all such Registration Statements and amendments, further amendments thereto, and documents in connection therewith, and to file the same with the Commission or Other Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of said officers and directors who shall have executed such a power of attorney, every act whatsoever necessary or advisable to be done in connection therewith as fully and to all intents and purposes as such officer or director might or could do in person.

 

1

 

 

RESOLVED, That shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), and obligations of the Company be and hereby are authorized to be issued and sold from time to time to satisfy Common Stock requirements and obligations under the Equity Plans, and when any shares of Common Stock are issued and paid for in accordance with the Equity Plans they will be fully paid and non-assessable.

 

RESOLVED, That the Company may deliver shares of Common Stock from its treasury to satisfy Common Stock requirements of the Equity Plans.

 

RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized and empowered, in the name and on behalf of the Company, to take any action (including, without limitation, the payment of expenses and the purchase and sale of securities to support the Company's obligations under the Equity Plans) and to execute (by manual, facsimile, PDF, or other form of electronic signature) and deliver any and all agreements, certificates, instruments, and documents (under the corporate seal of the Company or otherwise) as such officer or officers may deem necessary, appropriate, or desirable in order to carry out the purposes and intents of each and all of the foregoing resolutions.

 

2