UPDATE 2-Ford CEO 2009 compensation $17.9 mln; up 6 pct

* Mulally compensation up almost 6 pct to $17.9 mln

* Annual meeting set for May 13 in Delaware

* Bill Ford won’t take pay until Ford achieves auto profit (Recasts; Adds Ford overtakes GM in U.S.)

DEARBORN, Mich., March 22 (Reuters) - Ford Motor Co F.N Chief Executive Alan Mulally's total compensation rose almost 6 percent to $17.9 million in 2009 as the automaker posted its first annual profit in four years despite a severe recession that drove domestic rivals into bankruptcy.

Mulally, who is credited with spearheading a turnaround of Ford without seeking a U.S. government bailout, earned $1.4 million in salary after accepting a 30 percent cut from 2008, and received no cash bonus for the second consecutive year.

He received most of his compensation in the form of company stock.

The only major U.S. automaker not to file for bankruptcy last year, Ford’s stock massively outperformed the auto sector and the U.S. equity market in 2009, rising more than four-fold. By contrast, the S&P 500 was up about 23 percent.

Ford posted a $2.7 billion profit in 2009, snapping a three-year streak of losses that totaled $30 billion from 2006 through 2008. The automaker has forecast that it will be profitable in 2010.

By going it alone, Ford has set itself apart from U.S. rivals General Motors Co [GM.UL] and Chrysler, which restructured in U.S. government-financed bankruptcies last year and remain subject to caps on executive compensation enforced by the U.S. Treasury pay czar Kenneth Feinberg.

In February, Ford surpassed GM as No.1 in U.S. auto sales for the first time since 1998.

“Given the challenging economic environment, we believe this performance to be outstanding,” the company said in a statement. “We are gratified that stakeholders have shown renewed confidence in our future.”

Mulally’s total compensation compares with $17 million he earned in 2008, according to a preliminary proxy filed with the U.S. Securities and Exchange Commission.

Ford plans to compensate Executive Chairman Bill Ford $16.8 million for 2009, but that payment will not be made until the board determines that the company’s global auto operations have achieved full-year profitability, the company said.

Ford, who relinquished the CEO role when he hired Mulally away from Boeing Co BA.N in 2006, has not taken any compensation from the company founded by his great grandfather, since 2005.

Ford’s annual meeting is scheduled for May 13 in Delaware.

Chief Financial Officer Lewis Booth’s total compensation fell 29 percent in 2009 to $3.8 million, while Mark Fields, president of the Americas, received compensation valued at $4.0 million compared with $4.6 million in 2008.

The top executives had taken sharper pay cuts in 2008 when Ford reported a record $14.6 billion loss amid a severe recession.

Meanwhile, GM said last month that Chief Executive Ed Whitacre, who took the helm in December, would receive a $1.7 million annual salary and $7.3 million in the form of company stock under a compensation package approved by Feinberg. GM shares are not yet publicly traded.

Feinberg has been removing large cash payouts and encouraging long-term restricted stock, as he tries to strike the balance between reforming pay practices and keeping key talent at bailed-out companies. (Reporting by Soyoung Kim, editing by Dave Zimmerman and Maureen Bavdek)