 |  | |||||
Check the appropriate box: | ||
☐ | Preliminary Proxy Statement | |
☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | |
☑ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material ss.240.14a-12 | |
the appropriate box)all boxes that apply):required.requiredFee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies:(2) Aggregate number of securities to which transaction applies:(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined):(4) Proposed maximum aggregate value of transaction:(5) Total fee paid:materials.materialsCheck box if any part of the fee is offset as providedRule 0-11(a)(2) Rules identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1) Amount Previously Paid:(2) Form, Schedule or Registration Statement No.:(3) Filing Party:(4) Date Filed:0-11
2024 Proxy Statement and Notice of Annual Meeting gm
Notice of 2024 Annual Meeting of Shareholders
WHO WE ARE AND WHY WE ARE HERE...April 24, 2024
Dear Shareholders:
Weearncustomers for life.
We build brands thatinspirepassion and loyalty.
We translatebreakthroughtechnologies into vehicles people love.
Weserveand improve the communities in which we live and work.
We are building themost valuedautomotive company.
Letter From the Chairman & Chief Executive Officer
Dear Fellow Shareholder:
I am pleased to inviteThe Board of Directors of General Motors Company invites you to attend our 2016the 2024 Annual Meeting of Shareholders.
Key to Our Success
The key to our success is placing the customer at the center of everything we do, from safety and quality to design and connectivity. We strive to earn customers for life with brands that inspire passion and loyalty and with breakthrough technologies and experiences that people love. By satisfying our current customers and winning new ones on the strength of our latest cars, trucks and crossovers, we achieved solid financial results in 2015. This strong performance enabled us to reinvest in our business, including in the technology and advanced mobility solutions our customers expect and demand. Importantly, it also enabled us to increase shareholder returns through dividends and our expanded share repurchase program.
Strategic Plan
Our strategic plan, endorsed by the Board of Directors, is to continue strengthening our core business and to take advantage of this strength to define and lead the future of personal mobility. Around the world, social and technological changes are rapidly transforming personal transportation. I believe the automotive industry will change more in the next five years than it has in the previous 50 years. We’re excited by this kind of disruption and are working to lead it. To this end, we are leveraging our 1.2 billion OnStar customer interactions, we are leading the industry in 4G LTE connectivity, we launched Maven, our unified car-sharing program, we announced a strategic alliance with Lyft Inc., the fastest-growing ridesharing company in the U.S., and we have announced our intent to acquire Cruise Automation, Inc., a leader in autonomous technology. Later this year, we will launch the groundbreaking, all-electric Chevrolet Bolt EV, featured on the front cover of this Proxy Statement, and next year we will introduce “Super Cruise” hands-free highway driving automation technology in the 2017 Cadillac CT6.
Board Alignment
Our Board and leadership team are confident that our strategic plan will enable us to lead in the transformation of personal mobility. The Board fully supports our focus on optimizing long-term financial returns for our shareholders by increasing profitability in our core business, taking advantage of growth opportunities and driving innovation through this period of disruption and change.
The Board has the right mix of relevant expertise and experience to oversee and guide the leadership team as we execute our strategic plan. The Board’s diversity and independence foster the wide range of thought and perspective that is critical to the Company’s success. Establishing a best-in-class governance and compensation environment is a priority for the Board. We’ve highlighted our key accomplishments in governance for 2015 in the pages that follow.
Shareholder Outreach
Over the past year, I have met with many of you through our expanded investor engagement program, which has enabled the GM leadership team and Board to meet and solicit feedback and share information with shareholders. Both GM and the Board benefit greatly from the insights, experiences and ideas exchanged during these engagements, and I look forward to continuing them in the year ahead.
Thank you for your support and interest in GM.
Sincerely,
 | 
|
Letter From the Independent Lead Director
Dear Fellow Shareholder:
General Motors Company is committed to sound corporate governance policies and practices that are designed and routinely assessed to enable the Company to operate its business responsibly, with integrity, and in the best interests of its shareholders. I want to take this opportunity to highlight the significant governance developments at GM over 2015 and early 2016. They are also described in more detail in this Proxy Statement.
Board Leadership Structure
On January 4, 2016, our Board recombined the positions of Chairman and CEO under the leadership of Mary T. Barra and designated me as the Board’s Independent Lead Director. The Board concluded that it was in the best interests of the Company and its shareholders to combine the roles of Chairman and CEO at this time to drive the most efficient execution of our strategic plan and realize our vision for the future. At the same time, our Board strengthened the responsibilities of the Lead Director role, which are described in GM’s Corporate Governance Guidelines and in this Proxy Statement, to include additional duties that further promote independent, objective oversight by the non-employee directors. With these changes, the Board has adopted the right governance structure, with the right leaders and oversight, to drive shareholder value now and in the future.
Board Refreshment
The Board continues to recruit new directors to bring fresh perspectives and new ideas into the GM Boardroom. In 2015, we added two new directors: Linda R. Gooden, retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation, and Joseph Jimenez, CEO, Novartis AG. This year, we are pleased to announce the nomination of Jane L. Mendillo for election to the Board. Jane is the retired President and CEO of Harvard Management Company and brings a seasoned finance perspective and extensive investment management experience to our Board.
Shareholder Engagement and Proxy Access
To strengthen our commitment to receiving investor feedback, the Board has adopted a Director-Shareholder Engagement Policy that promotes proactive and productive engagement between directors and shareholders. Over the course of 2015 and through 2016, members of our Board have had and will continue to have direct conversations with investors on matters that are important to them, as well as matters on which GM wishes to share information or seek input.
In mid-2015, our Board began considering whether it would be appropriate to proactively adopt proxy access to provide our shareholders greater ability to have their voices heard through nomination of director candidates. Our process included a review of best practices, trends among other large public companies adopting proxy access and an extensive engagement process with shareholders. Reflective of our commitment to an active engagement process, the Board considered feedback from our shareholders and tailored certain aspects of the Company’s proxy access bylaw, which was adopted recently, based on that feedback.
Board Oversight
Board and Committee meetings regularly devote substantial time to GM’s strategic priorities, focusing on assessing the Company’s progress to date, as well as on strategic initiatives and risks over the short and long term. The Board believes that although short-term performance is important, it should be assessed in the context of the Company’s long-term goals.
As Lead Director, it is my privilege to work alongside engaged Board members who bring exceptional knowledge, perspective and commitment into the GM Boardroom. The robust debate around strategic priorities and initiatives that takes place at every Board meeting is evidence of the Board’s proactive oversight and guidance of management through this time of rapid industry change.
On behalf of the entire Board, thank you for your continued support.
Sincerely,
 | 
|
Notice of 2016Annual Meeting of Shareholders
April 22, 2016
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting, of Shareholders of General Motors Company. At the meeting you will be asked to:
| • | Elect the 12 Board-recommended director nominees named in this Proxy Statement; |
| • | Ratify the selection of |
| • | Approve, on an advisory basis, named executive officer compensation; | ||
| • | Vote on Rule 14a-8 shareholder proposals, if properly presented at the meeting; and |
| • | Transact any other business that is properly |
A list of the Company’s registered shareholders will be available for examination for any purpose that is germane to the meeting for ten business days before the Annual Meeting. Shareholders may request to review the list by emailing the Company at shareholder.relations@gm.com.
Record Date
You are entitledThis Proxy Statement is provided in conjunction with GM’s solicitation of proxies to votebe used at the meeting if you were a holder of record of GM common stock at the close of business on April 8, 2016.
AttendingAnnual Meeting. For additional information about how to attend our Annual Meeting, see “General Information About the Annual Meeting
If you plan to attend the Annual Meeting, please follow the instructionsMeeting” starting on page 73 of this Proxy Statement.87.
Webcast
Our Annual Meeting will be audio webcast on June 7, 2016 and may be accessed atwww.gm.com/gmannualmeeting. Additional information regarding the audio webcast may be found on page 73.
Thank you for your interestcontinued investment in GM.General Motors Company.
By Order of the Board of Directors,
| Craig Glidden Corporate Secretary 300 Renaissance Center Detroit, Michigan 48265 |
Meeting Information | ||||||
Date: June 4, 2024 Time: 11:00 a.m. Eastern Time | ||||||
Place:Online via live webcast at: virtualshareholdermeeting.com/GM2024 Record Date: April 15, 2024 | ||||||
Your Vote Is Important | ||||||
Your vote is important.So that your shares will be represented and voted at the meeting, please submit your vote as soon as possible by one of the following methods:
 | ||||
Please promptly submit your vote by internet or telephone, or by signing, dating, and returning the | ||||
 | ||||
 | ||||
 | ||||
We are first mailing these proxy materials to our shareholders on or about April 24, 2024. |
We are first furnishing these proxy materials to our shareholders on or about April 22, 2016.
How
Important Notice Regarding the Availability of Proxy Materials for the
Our Proxy Statement and 2023 Annual Report
| ||||||
| 2024 Proxy Statement | i |
To Our Fellow Shareholders,
2023 Performance Fueling 2024 Execution
As 2024 progresses, the Board believes GM is well-positioned for a year of strong financial and operational performance that will build on everything the Company accomplished – and learned – in 2023. Last year, we succeeded in optimizing our core business to continue investing in our future. In addition to growing our revenue by approximately 10 percent year-over-over, we reported net income attributable to stockholders of $10.1 billion and EBIT-adjusted of $12.4 billion, which marked the third consecutive year of reaching or exceeding our financial targets. According to J.D. Power, GM led the industry in initial quality for the second year in a row, so it is no surprise that we also led the industry in U.S. sales, and all our U.S. brands grew their sales year-over-year. We gained U.S. market share while maintaining healthy margins thanks to stable pricing and incentive discipline. We also generated very strong free cash flow, which is allowing us to return significant capital to shareholders, including through the $10.0 billion accelerated share repurchase program we announced in November 2023, and through additional share repurchases and an increased quarterly dividend rate this year.
As GM makes progress on its path of fundamental transformation, we continue to refine our plan. We learned a lot from the challenges of 2023, and those learnings are helping us build on our strengths, address our issues, and make the necessary changes to create an even stronger GM. Our priorities and commitments for 2024 and beyond are clear: We plan to maximize the opportunities we have with our winning ICE portfolio, grow our EV business profitably, deliver innovative software and services solutions, and continue progressing AV technology and relaunching AV operations through Cruise – all while driving strong financial performance and maintaining our commitments to safety, culture, and a leading customer experience. We are well-positioned for success in 2024 with refreshed ICE launches, including the next-generation Chevrolet Traverse and Equinox and GMC Acadia, higher production of Ultium EVs like the Cadillac LYRIQ, GMC HUMMER EV, and Chevrolet Blazer EV, and new EV launches, including the Chevrolet Equinox EV and Silverado EV RST, GMC Sierra EV Denali, and Cadillac Escalade IQ, all of which are arriving in showrooms this year.
Driving Accountability
With these priorities in mind, the Compensation Committee made several key enhancements to our compensation plans for 2024 that we believe will drive execution and hold management accountable for performance against specific, near-term strategic goals aligned with the four strategic pillars identified above. Moving forward, short-term incentive compensation for eligible employees will depend both upon financial performance and the Company’s ability to achieve certain goals mapped to these pillars. At the same time, we are evolving our long-term incentive programs to more closely align compensation with total shareholder returns. Together, these enhancements will drive near-term execution, long-term shareholder value, and help attract and retain key talent. For a full description of these enhancements, please see Compensation Committee Chair Wes Bush’s letter to shareholders and the Compensation Discussion and Analysis beginning on page 42.
| ii |  |
Accelerating a Winning Team Over the past few years, we have made a number of important moves that will help the Company execute its strategic plan, manage succession, and create shareholder value. They include enhancing the blend of relevant skills and experience on the Board with new directors Joanne Crevoiserat, Jon McNeill, Mark Tatum, and Jan Tighe. As we continue this work, Aneel Bhusri will not stand for re-election at the Annual |  | |||
This page intentionally left blank.
In addition to changes to Board Composition, we have made changes to our senior leadership team to support the Company’s continued transformation and growth. We have promoted internal leaders following purposeful professional development and injected the team with fresh perspectives from complex, global companies and technology leaders like Apple, Google, and CVS Health, among others. These new leaders have broadened our perspectives and shifted the team closer to our customer composition, while making us more willing to ask the tough questions, quicker to solve the hard problems, and better positioned to compete smarter. Providing for continuity of leadership at the senior management level is among the most important things we do on the Board. It is critical to the Company’s success, and the Board will continue to place a high priority on robust talent development and attraction. For details regarding our Board refreshment and succession planning, see page 17, and for details regarding our CEO and senior management succession planning, see page 31. Annual Meeting Preview At the Annual Meeting, we will provide an update on the Company’s transformation and performance, vote on several items related to our business, and shareholders will have the opportunity to ask questions. We encourage you to review this Proxy Statement Sincerely, Your 2024 GM Board of Directors |
|
| 2024 Proxy Statement | iii |
Table of Contents
Cautionary Note on Forward-Looking Statements:This Proxy Statement may include “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements represent our current judgement about possible future events. In making these statements, we rely upon assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these judgements are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of factors, many of which are described in our 2023 Form 10-K and our other filings with the SEC. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law. Non-GAAP financial measures:See our 2023 Form 10-K and our other filings with the SEC for a description of certain non-GAAP measures used in this Proxy Statement, along with a description of various uses for such measures. Our calculation of these non-GAAP measures are set forth within these reports and Appendix A to this Proxy Statement, and may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related GAAP measures. When we present our total company EBIT-adjusted, GM Financial is presented on an EBT-adjusted basis. Additional Information: References to “record” or “best” performance (or similar statements) in this Proxy Statement refer to General Motors Company, as established in 2009. In addition, certain figures included in the charts and tables in this Proxy Statement may not sum due to rounding. Simulated models and pre-production models are shown throughout; production vehicles will vary. For information on models shown, including availability, see each GM brand website for details. |
| iv | |
Proxy Summary
Annual Meeting Overview
TIME & DATE |
PLACE |
RECORD DATE |
MATERIALS | |||
11:00 a.m. Eastern Time June 4, 2024 | Virtual Meeting virtualshareholdermeeting.com/GM2024 | April 15, 2024 | Available at investor.gm.com/shareholder |
Proxy Voting Roadmap
Shareholders will be asked to vote on the following matters at the Annual Meeting:
Voting Matter | Board Vote Recommendation | Page Reference | ||||
Item 1: | Annual Election of Directors | FOR each director nominee | 9 | |||
Item 2: | Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm | |||||
| 2024 | FOR | 38 | ||||
Item 3: | Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation | FOR | 41 | |||
Item 4: | ||||||
AGAINST | 79 | |||||
Item 5: | Shareholder Proposal to Eliminate EV Targets from Incentive Compensation Programs | AGAINST | 81 | |||
Item 6: | Shareholder | AGAINST | 83 | |||
Item 7: | Shareholder Proposal Requesting a Report on Sustainability Risk in the Company’s Supply Chain | AGAINST | 85 | |||
| PROXY SUMMARY | 2024 Proxy Statement | 1 |
Snapshot of Your 2024 Board Nominees
Name | Principal Occupation | Age | Director Since | Independent | Committee Memberships | |||||
Mary T. Barra |
Chair and Chief Executive Officer, General Motors Company |
62 |
2014 |
|
- Executive (Chair) | |||||
Wesley G. Bush |
Retired Chairman and Chief Executive Officer, Northrop Grumman Corporation |
63 |
2019 |
✓ | - Audit - Compensation (Chair) - Executive - Finance | |||||
Joanne C. Crevoiserat |
Chief Executive Officer, Tapestry, Inc. |
60 |
2022 |
✓ |
- Audit - Finance - Governance | |||||
Linda R. Gooden |
Retired Executive Vice President, Information Systems and Global Solutions, Lockheed Martin Corporation |
71 |
2015 |
✓ | - Audit - Executive - Risk and Cybersecurity (Chair) | |||||
Joseph Jimenez |
Co-Founder and Managing Director, Aditum Bio |
64 |
2015 |
✓ |
- Compensation - Executive - Finance (Chair) - Risk and Cybersecurity | |||||
Jonathan McNeill |
Co-Founder and Chief Executive Officer, DVx Ventures |
56 |
2022 |
✓ |
- Governance | |||||
Judith A. Miscik |
Senior Advisor, Lazard Geopolitical Advisory |
65 |
2018 |
✓ |
- Finance - Risk and Cybersecurity | |||||
Patricia F. Russo |
Chair, Hewlett Packard Enterprise Company |
71 |
2009 |
✓ | - Compensation - Executive - Finance - Governance (Chair) | |||||
Thomas M. Schoewe |
Retired Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc. |
71 |
2011 |
✓ |
- Audit (Chair) - Executive - Finance - Risk and Cybersecurity | |||||
Mark A. Tatum |
Deputy Commissioner and Chief Operating Officer, National Basketball Association |
54 |
2021 |
✓ |
- Audit - Governance | |||||
Jan E. Tighe |
Retired Vice Admiral, U.S. Navy |
61 |
2023 |
✓ |
- Audit - Risk and Cybersecurity | |||||
Devin N. Wenig |
Co-Founder and Chief Executive Officer, Symbolic.ai |
57 |
2018 |
✓ |
- Compensation | |||||
| 2 | | PROXY SUMMARY |
Proxy Statement Summary2024 Board Nominee Statistics
General Motors is committed to ensuring its Board remains a strategic asset to the Company and that it is comprised of diverse directors across race, ethnicity, gender, and age, among other factors. We have also thoughtfully managed director succession planning to leverage the combined benefits of deep institutional knowledge and new perspectives through Board refreshment.
| 50% | 67% | 6.3 | 62.9 | |||
| Women | Board Committee Chairs of Gender or Racial/Ethnic Diversity | Years Average Tenure | Years Average Age | |||
Strong and Independent Board Leadership
The Board benefits from strong and independent leadership and maintains the flexibility to decide when the positions of Chair and CEO should be combined or whether an independent director should serve as Chair. This flexibility allows the Board to choose the leadership structure that it believes will best serve the interests of our shareholders at any particular time based on a number of considerations, including the strategic direction of the Company and the needs of the Board and its committees.
Currently, the Board has determined that it is in the Company’s best interest to combine the roles of CEO and Chair with Mary Barra and elected Patricia Russo as the Independent Lead Director. Ms. Russo brings decades of corporate governance experience and deep knowledge of the Company to the role, ensuring the Board is led with a strong, independent voice. For more information on our Board leadership structure and the duties and responsibilities of our Independent Lead Director, see the section titled “Board Leadership Structure” on page 22.
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.
| PROXY SUMMARY | 2024 Proxy Statement | 3 |
Voting Recommendations
2023 Business Highlights
Financial Highlights
| Board | |||
| Proposals: | Recommendation | Page | |
| 1. | Election of directors | FOR ALL | 9 |
| 2. | Approve, on an advisory basis, NEO compensation | FOR | 63 |
| 3. | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016 | FOR | 64 |
| 4. | Shareholder proposal regarding Implementation of Holy Land Principles for Employment in Palestine-Israel | AGAINST | 67 |
| $10.1B | 5.9% | $7.32 | ||
Net income attributable to stockholders | Net income margin | EPS-diluted | ||
| $12.4B | 7.2% | $7.68 | ||
| EBIT-adjusted(1) | EBIT-adjusted(1) margin | EPS-diluted-adjusted(1) | ||
| $171.8B | $20.8B | $11.6B | ||
| Revenue | Automotive operating cash flow | Returned to shareholders via dividends and share repurchases(2) | ||
 | Non-GAAP financial measure. Refer to Appendix A for a reconciliation of | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| ||||
| their closest comparable GAAP measure. |
| (2) | Including the impact of our $10.0 billion accelerated share repurchase program, which is expected to be completed no later than Q4 2024. |
Performance Highlights
U.S. Market Leader #1 in total sales #1 in total trucks #1 in full-size SUVs #1 Affordable small SUVs #1 Commercial fleet deliveries |
Earned #1 ranking on J.D. Power Initial Quality Study for the second consecutive year | Announced a $10.0B accelerated share repurchase program and a 33% increase in our quarterly dividend starting in 2024 | ||||||
Total company revenue grew ~10% year-over-year, with U.S. market share up ~0.3 percentage points | ||||||||
EBIT-adjusted(1) of $12.4B, the third consecutive year reaching or exceeding our financial target |
Sold more than 1 million crossovers in the U.S. in 2023 |
| 4 | | PROXY SUMMARY |
Compensation Highlights
Our executive compensation program is designed to focus our leaders on key areas that drive the business forward, align to the short-term and long-term interests of our shareholders, and reward our leaders for delivering on the Company’s strategy and vision.
2024 STIP and LTIP Design Changes
As discussed in the Board’s letter to shareholders at the beginning of this Proxy Statement, we have enhanced our STIP and LTIP beginning with the 2024 performance year following an extensive review by the Compensation Committee, with the objective of strengthening the alignment of our plans with our evolving financial and strategic goals. The Board’s Nominees for Director2024 STIP performance measures will continue to include EBIT-adjusted (35% of STIP) and AAFCF (25% of STIP) as the primary financial measures to align with the performance of our ICE portfolio. In addition, the STIP will now incorporate EV (25% of STIP), Software & Services (“S&S”) (10% of STIP), and AV (5% of STIP) performance measures that align to the strategic pillars of our business. The 2024 LTIP structure will continue to include PSUs (75% of LTIP), and will now incorporate RSUs (25% of LTIP) in lieu of stock options to improve our ability to attract and retain critical talent and to more efficiently use the shares available in the equity plan. The 2024 LTIP PSU performance measures will include Cumulative AAOCF (30% of LTIP), EBIT-adjusted Margin (15% of LTIP), and Relative TSR (30% of LTIP). The redesigned LTIP continues to focus on driving shareholder value and Company profitability, while increasing the focus on cash generation during this critical period of transformation.
The Board recommends a voteFORthe election of each of the following nominees for director:
| Director | Committee | Skills and | |||||||||
| Name | Age(1) | Since | Independent | Membership(2) | Qualifications | ||||||
 | Mary T. Barra Chairman & Chief Executive Officer, General Motors Company | 54 | 2014 | EC (Chair) |  | ||||||
 | Theodore M. Solso Independent Lead Director, General Motors Company, and Retired Chairman and Chief Executive Officer, Cummins, Inc. | 69 | 2012 | | EC |  | |||||
 | Joseph J. Ashton Retired Vice President, United Auto Workers | 67 | 2014 | FC, RC |  | ||||||
 | Linda R. Gooden Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation | 63 | 2015 | | AC, RC |  | |||||
 | Joseph Jimenez Chief Executive Officer, Novartis AG | 56 | 2015 | | ECC, GCRC |  | |||||
 | Kathryn V. Marinello Senior Advisor, Ares Management LLC | 59 | 2009 | | AC, GCRC, FC |  | |||||
 | Jane L. Mendillo Retired President and Chief Executive Officer, Harvard Management Company | 57 | — | | — |  | |||||
 | Admiral Michael G. Mullen Former Chairman, Joint Chiefs of Staff | 69 | 2013 | | AC, EC, RC (Chair) |  | |||||
 | James J. Mulva Retired Chairman and Chief Executive Officer, ConocoPhillips | 69 | 2012 | | EC, ECC, FC (Chair), RC |  | |||||
 | Patricia F. Russo Chairman, Hewlett Packard Enterprise Company | 63 | 2009 | | EC, ECC, FC, GCRC (Chair) |  | |||||
 | Thomas M. Schoewe Retired Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc. | 63 | 2011 | | AC (Chair), EC, FC, RC |  | |||||
 | Carol M. Stephenson Retired Dean, Ivey Business School, The University of Western Ontario | 65 | 2009 | | EC, ECC (Chair), GCRC |  |
| PROXY SUMMARY | 2024 Proxy Statement | 5 | ||||||||||
 |  |  |  |  |  |  |  |  | ||||
Stewardship Engagement
“I regularly meet with investors to share the Board’s perspective on the Company’s strategic direction and discuss the skills needed on the Board to oversee the Company’s transformation. This year, I was pleased to be joined by Wes Bush, who shared steps the Board’s Executive Compensation Committee has taken to further align our executive compensation philosophy to the Company’s evolving strategy. Wes and I shared outcomes from these discussions with our Board colleagues and the feedback received has helped shape our disclosures.”
– Patricia F. Russo, Independent Lead Director
The Company’s extensive stewardship outreach program engages with institutional investors and other stakeholders to help the Board and management gain feedback on a variety of topics and intentionally seeks input from different perspectives. The feedback received from these sessions is communicated to the Governance Committee and Compensation Committee throughout the year. In 2023, members of our Board or management team conducted over 50 such stewardship engagements, including with shareholders representing over 30 percent of our common stock. In addition to those sessions, we participate in a number of activities throughout the year that provide the opportunity to communicate our strategy to shareholders and listen to a diverse set of opinions. A sample of such activity in 2023 included:
HOW TO CONTACT OUR BOARD
Shareholders and interested parties wishing to contact our Board may send a letter to GM’s Corporate Secretary at General Motors Company, Mail Code 482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265 or by email at shareholder.relations@gm.com. Communications received in writing will be distributed to the Independent Lead Director or independent members of reasonable the Board as a group, if appropriate, unless such communications are considered, in the reasonable judgment of the Corporate Secretary, improper for submission to the intended recipient(s).
| 6 | | PROXY SUMMARY |
The table below provides a summary of common themes we have recently heard that led to boardroom discussion and action:
Message |  | ||
Requested to further explain how GM’s compensation strategy incentivizes the executive leadership team. | For a discussion of the actions taken to further evolve the Company’s executive compensation program, see page 42. | ||
Encouraged to further accelerate the return of capital to shareholders pursuant to the Company’s Capital Allocation Framework. | In Q4 2023, the Board announced a $10 billion accelerated share repurchase program and announced its intention to increase the common stock dividend by 33% beginning in Q1 2024. | ||
Inquired about the Board’s role in overseeing risks related to the Company’s talent pipeline and succession plans. | The Board has been forward leaning in assisting management in the recruitment of talent as it transitions key skill sets required to manage the Company well into the future. For a discussion of the actions taken to further disclose the Board’s oversight of talent and succession planning, see page 31. | ||
Encouraged to continue the Company’s transparent reporting practices related to sustainability initiatives, including on climate change, human rights, and supply chain governance. | We published the Company’s third Sustainability Advocacy Report, which discloses the Company’s advocacy efforts on climate change policy, fleet emissions, fuel economy regulations, and policies to support the automotive industry’s transition to EVs. Last year, we also conducted the Company’s first Human Rights Symposium, which facilitated opportunities for various thought-leaders in the space to share perspectives and led to the Company hosting its first Indigenous Rights Workshop. The Company also joined the First Movers Coalition through commitments to low-carbon concrete, cement, aluminum and steel, signaling a firm market demand for a net-zero transition and our dedication to a more resilient and sustainable supply chain. | ||
Requested to disclose the Board’s oversight of cybersecurity risks. | Last year, the Board added Vice Admiral Tighe to further its cybersecurity expertise as the Company scales its EV deployment. For a detailed description of recent activities completed by the Board’s Risk and Cybersecurity Committee, see page 26 and for a description of cybersecurity risk oversight, see page 29. | ||
| PROXY SUMMARY | 2024 Proxy Statement | 7 |
Governance and Sustainability
This page intentionally left blank.Governance Highlights
ITEM NO. 1 – ELECTION OF DIRECTORSThe Board is committed to governance structures and practices that protect shareholder value and important shareholder rights. The Governance Committee regularly reviews these structures and practices and makes updates as appropriate. Highlights of GM’s governance structures include the following:
Director Election Requirements
OurAdditional Sustainability and Governance Resources
Shareholders can access the additional sustainability and governance resources listed below at investor.gm.com/governanceandsustainability.
Charters and Governance Documents: | Political Disclosures: | |
Board Committee Charters | 2023 Sustainability Advocacy Report | |
Bylaws and Certificate of Incorporation | U.S. Political Engagement Overview, Priorities, and Trade Association Disclosures | |
Corporate Governance Guidelines | ||
| Voluntary Report of 2021 Political Contributions | ||
Compliance Documents: | Sustainability: | |
Company Policy on Corporate Political Contributions and Expenditures | Anti-Harassment Policy Environmental Policy Human Rights Policy Responsible Minerals Sourcing Policy Supplier Code of Conduct Sustainability Framework Sustainability Report | |
Global Integrity Policy | ||
GM’s Code of Conduct: “Winning with Integrity” | ||
Insider Trading Policy | ||
Policy on Recoupment of Incentive Compensation | ||
Related Party Transactions Policy | ||
For more information regarding GM’s environmental and social initiatives, please see our other voluntary sustainability disclosures, available at investor.gm.com/governanceandsustainability. |
| 8 | | PROXY SUMMARY |
ITEM NO. 1:
Annual Election Of Directors
At the Annual Meeting, 12 directors will be nominated for election to GM’s Board is elected annually byof Directors. The Governance Committee evaluated the nominees in accordance with the Committee’s charter and our shareholders. UponCorporate Governance Guidelines and submitted the recommendationnominees to the Board for approval.
The Board believes that the director nominees’ diverse backgrounds, attributes, and experiences provide valuable insights for the Board’s oversight of the Governance and Corporate Responsibility Committee (“Governance Committee”), our Board has nominated eachCompany. Eight of the 12 persons identified belownominees, or 67 percent, bring gender, racial, or ethnic diversity to the Board, including four of the six committee chairs.
Of the 12 director nominees, all were previously elected at the 2023 annual meeting. Further information on the Board’s composition, as well as each nominee’s qualifications and relevant experience, are provided on the following pages.
If elected, the director nominees will serve as director for a one-year termon the Board until the next annual meeting of shareholders, or until his or her successor has beentheir successors are duly elected and qualified, or until his or hertheir earlier resignation or removal. Each director nominee who receives a majority of the votes cast (i.e., the number of shares voted FOR a director nominee must exceed the number of shares voted AGAINST that director nominee, excluding abstentions) will be elected as director in this uncontested election. If any nominee becomes unable to serve, proxies will be voted for the election of such other person as the Board of Directors may designate, unless the Board chooses to reduce the number of directors.directors standing for election. Each of the nominees has consented to being named in this Proxy Statement and serving on the Board, if elected.
Stephen J. Girsky has elected to retire from the Board effective as of the Annual Meeting and is not standing for re-election.
 | The Board recommends a vote FOR each of the nominees identified | |
| ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS | 2024 Proxy Statement | 9 |
Other than Jane L. Mendillo, all directors were elected at the 2015 Annual Meeting.
Board Experience and Expertise
Skills Matrix
The Board’s nomination of Ms. Mendillo followed completion of our standard candidate evaluation procedures, which include identification and evaluation of potential candidates by a search firm engagedskills matrix below summarizes certain qualifications used by the Governance Committee candidate interviews by a subcommitteein their evaluation of the Governance Committee, and interviews with other members of the Board.our director nominees.
 |  |  |  |  |  |  |  |  |  |  |  | |||||||||||||||
 | Public Company CEO | ● | ● | ● | ● | ● | ● | |||||||||||||||||||
 | Industry | ● | ● | |||||||||||||||||||||||
 | Manufacturing | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||||||||||
 | Technology | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||
 | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||||||
 | Finance | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||||||||
 | Marketing | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||||
 | Cyber | ● | ● | ● | ● | ● | ||||||||||||||||||||
 | ESG | SG | ESG | ESG | SG | EG | ESG | SG | SG | ESG | SG | SG | SG | |||||||||||||
To supplement the skills matrix, since 2021, the Board has also undertaken an annual ESG self-evaluation. The evaluation is designed to ensure that the Board possesses the requisite skills and expertise to oversee the Company’s ESG opportunities, priorities, and enterprise risks. The Governance Committee is responsible for recommending nomineesleads this effort by asking directors to consider their expertise across key ESG subject matter areas identified in the skills key above. Upon the conclusion of the annual evaluation, the Board annually. In determining whether to recommenddetermined that it has strong ESG expertise and possesses a director for re-election,broad range of skills, qualifications, and attributes that will support the Governance Committee considers a number of factors, including the director’s history of attendance and participation in meetings, other contributions to the activitiesCompany’s sustainability strategy. Results of the Board and GM, active participation in orientation and ongoing educational events,Board’s ESG self-evaluation are represented on the results of Board self-evaluations and any potential or actual conflicts of interest.skills matrix above.
Skills Key
The Board nominates directors upon the recommendation of the Governance Committee. The Governance Committee annually reviews with the Board the appropriate skills and characteristics needed for the Board to effectively perform its oversight function. Board nominees are then selected, whether existing or new, after considering current Board composition, Company strategy and other relevant facts and circumstances.
Public Company CEO | Experience over an extended period, especially as CEO; extraordinary leadership qualities; and the ability to identify and develop those qualities in others. | |
Industry | Expertise in key businesses and proven knowledge of key customers and risks associated with the automotive industry. | |
Manufacturing | Experience in, or experience in a senior management position responsible for, significant manufacturing operations. | |
Technology | Expertise in, or understanding of technology and innovation gained either though academia or industry experience. | |
Risk Management | Relevant experience in risk management and oversight. | |
Finance | Expertise in complex financial and/or accounting matters to evaluate financial statements, capital structure and allocation, business plans, and qualify as audit committee financial experts. | |
Marketing | Expertise regarding brand maintenance and expansion, product awareness, customer engagement, digital marketing, and/or social media experience. | |
Cyber | Experience managing cybersecurity security risks or understanding the cybersecurity threat landscape which helps provide valuable knowledge, guidance, and oversight of the Company’s cybersecurity risks. | |
Environmental | Expertise with environmental matters, including GHG emissions; raw material sources; waste and hazardous materials management; product design and lifecycle management; water and wastewater management; and/or energy efficiency management. | |
Social | Expertise with DE&I; data privacy; human rights; community relations; workplace health and safety; supply chain management; human capital management; consumer privacy; product quality and safety; and/or labor practices. | |
Governance | Experience with public company board governance; legal and regulatory matters; executive compensation; compliance and business ethics; anti-competitive practices; risk management; and/or ESG reporting principles and frameworks. | |
| 10 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |
Director Nominee Biographies
Chair and CEO, General Motors Company
Age: 62 Director since: 2014 Gender: Female Race/Ethnicity: White Committees: Executive (Chair) Favorite GM Vehicle: GMC Hummer EV Pickup | Mary T. Barra Experience: Ms. Barra is Chair and CEO of General Motors. She has served as Chair of the Board of Directors since January 2016 and has served as CEO since January 2014. Prior to becoming CEO, Ms. Barra served as GM’s Executive Vice President, Global Product Development, Purchasing and Supply Chain from 2013 to 2014; Senior Vice President, Global Product Development from 2011 to 2013; Vice President, Global Human Resources from 2009 to 2011; and Vice President, Global Manufacturing Engineering from 2008 to 2009. Ms. Barra began her career with GM in 1980. Reasons for Nomination: Ms. Barra has in-depth knowledge of the Company and the global automotive industry; extensive senior leadership, strategic planning, operational, and business experience; and a strong engineering background with experience in global product development. She has spearheaded many initiatives to align the Company’s culture with its transformation efforts and holds herself and the leadership team accountable for driving a culture of safety for customers, employees, and communities. Other Public Company Directorships: The Walt Disney Company Prior Public Company Directorships (2019-2024): None | |||||||
Skillset |
| |||||||
Q: | What actions is the Company taking to increase shareholder value? | |||||||
| A: | Building on what we learned last year, 2024 will be a year focused on our four strategic pillars as laid out in the Board’s letter to shareholders at the beginning of this Proxy Statement. I believe our execution will drive strong near-term financial results and long-term shareholder value while executing against our capital allocation framework by investing smartly in our future, maintaining a strong balance sheet, and continuing to return capital to shareholders. | |||||||
Chair, Hewlett Packard Enterprise Company Age: 71 Director since: 2009 Gender: Female Race/Ethnicity: White Committees: Compensation Executive Finance Governance (Chair) Favorite GM Vehicle: Cadillac Lyriq | Patricia F. Russo |  Independent | ||||||||
Experience: Ms. Russo has served as the Chair of the Hewlett-Packard Enterprise Company’s (“HPE”) board of directors since her appointment in 2015. She also served as Lead Director of HPE from 2014 to 2015. Ms. Russo was GM’s Independent Lead Director from March 2010 to January 2014, and in 2021, she was re-appointed to that role. Ms. Russo served as CEO of Alcatel-Lucent S.A. from 2006 to 2008; Chairman and CEO of Lucent Technologies, Inc. from 2003 to 2006; and President and CEO of Lucent Technologies from 2002 to 2006. Reasons for Nomination: Ms. Russo has extensive senior leadership experience in corporate strategy, finance, sales and marketing, technology, and leadership development, as well as experience managing business-critical technology disruptions. Through her deep governance expertise – in particular, board governance – she works with management to develop enhanced disclosures and incorporate shareholder feedback. Other Public Company Directorships: Hewlett Packard Enterprise Company (Chair), KKR Management LLC, and Merck & Co. Inc. Prior Public Company Directorships (2019-2024): None | ||||||||||
Skillset |
| |||||||||
Q: | GM has added three new directors since 2022, what does the Board look for in its searches? | |||||||||
| A: | More diverse perspectives in the boardroom leads to more robust dialogue and drives better decisions. The Governance Committee has been focused on building the right mix of skills and perspectives on things like industry disruption, technology, artificial intelligence, and global competition. The key is to make sure our director recruitment criteria evolve alongside the business strategy and responds to market challenges. | |||||||||
| ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS | 2024 Proxy Statement | 11 |
Retired Chairman and CEO, Northrop Grumman Corporation Age: 63 Director since: 2019 Gender: Male Race/Ethnicity: White Committees: Audit Compensation (Chair) Executive Finance Favorite GM Vehicle: Chevrolet Silverado | Wesley G. Bush | Independent | ||||||||
Experience: Mr. Bush served as Chairman of Northrop Grumman’s board of directors from 2011 to 2019. He also served as the CEO of Northrop Grumman from 2010 to 2018. Prior to that, Mr. Bush served in numerous leadership roles at Northrop Grumman, including President and Chief Operating Officer, CFO, and President of the company’s Space Technology sector. He also served in a variety of leadership positions at TRW, Inc., before it was acquired by Northrop Grumman in 2002. Reasons for Nomination: Mr. Bush has valuable experience in leading a manufacturing enterprise known for its advanced engineering and technology. He also has strong financial acumen gained through his finance leadership roles and has knowledge of key governance issues, including risk management and executive compensation plan design. Mr. Bush has also developed environmental experience as a member of the board of Conservation International. Other Public Company Directorships: Dow Inc. and Cisco Systems Inc. Prior Public Company Directorships (2019-2024): Norfolk Southern Corporation and Northrop Grumman Corporation | ||||||||||
Skillset |
| |||||||||
Q: | How has the Board helped management attract new executive talent? | |||||||||
| A: | When designing our executive compensation plans, the Board balances the need to develop existing executive bench strength with a recognition that fresh external perspectives can help support the Company’s transformation efforts. We believe the enhancements to GM’s short term and long-term compensations plans (described further in the CD&A starting on page 42 of this proxy statement) will help the Company offer attractive compensation plans to attract and retain the best talent in the world, and aligning that talent on executing our strategy. | |||||||||
CEO, Tapestry, Inc. Age: 60 Director since: 2022 Gender: Female Race/Ethnicity: White Committees: Audit Finance Governance Favorite GM Vehicle: Cadillac Escalade | Joanne C. Crevoiserat | Independent | ||||||||
Experience: Since October 2020, Ms. Crevoiserat has been CEO and a member of the board of Tapestry, Inc. Prior to her appointment as interim CEO in July 2020, she served as the CFO. She also previously served in senior roles at Abercrombie & Fitch Co., Kohl’s Inc., Wal-Mart Stores, Inc., and May Department Stores. Reasons for Nomination: Ms. Crevoiserat has cultivated an extensive background in financial expertise and brand development. Her leadership capabilities demonstrated through her various senior leadership retail positions help the Company as it grows its global consumer brands through consumer-centric, digital, and data-driven initiatives. Ms. Crevoiserat also has social and environmental proficiency which she has gained through her experience in the retail industry and which allows her to provide unique oversight of supply chain governance and sustainable material sourcing. Other Public Company Directorships: Tapestry, Inc. Prior Public Company Directorships (2019-2024): At Home Group Inc. | ||||||||||
Skillset |
| |||||||||
Q: | What have you learned about the auto industry since joining the Board? | |||||||||
| A: | There are many similarities between the automotive industry and the clothes, accessory, and lifestyle brand space where I have spent most of my career. I’ve enjoyed the opportunity to be part of a Board that can help the Company pursue data-driven strategies to forge strong customer connections as it works to deepen the relationship between its customers and its historically strong brands during the transition to EVs and the adoption of other new technologies. | |||||||||
| 12 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |
Retired Executive Vice President, Information Systems and Global Solutions, Lockheed Martin Corporation Age: 71 Director since: 2015 Gender: Female Race/Ethnicity: African American Committees: Audit Executive Risk and Cybersecurity (Chair) Favorite GM Vehicle: Cadillac CT5 | Linda R. Gooden | Independent | ||||||||
Experience: Ms. Gooden served as Executive Vice President, Information Systems and Global Solutions of Lockheed Martin Corporation from 2007 to 2013. She also served as Lockheed Martin’s Deputy Executive Vice President, Information and Technology Services from October to December 2006, and as its President, Information Technology from 1997 to December 2006. Reasons for Nomination: Ms. Gooden has strong leadership capabilities demonstrated through her various senior leadership positions at Lockheed Martin. She also has significant expertise in operations and strategic planning, as well as an extensive background in information technology and cybersecurity. Ms. Gooden serves as an effective advocate through the development of innovative software and oversight of software-defined transportation. Other Public Company Directorships: NeueHealth, Inc. (formerly Bright Health Group Inc.) Prior Public Company Directorships (2019-2024): The Home Depot, Inc. and Automatic Data Processing, Inc. | ||||||||||
Skillset |
| |||||||||
Q: | What do you think is a key emerging risk for the Company? | |||||||||
| A: | My career in the aerospace and the defense industries has helped me deeply appreciate the risks posed by new technologies. As Chair of the Risk and Cybersecurity Committee, I’ve helped the Board assess the key risks and opportunities posed by new key technologies. Recently, I’ve helped drive focus on artificial intelligence, which has the potential to provide companies with huge operational efficiencies, but also presents risks like enabling competitors and the need to comply with complex regulations emerging around the globe. | |||||||||
Co-Founder and Managing Director, Aditum Bio Age: 64 Director since: 2015 Gender: Male Race/Ethnicity: Hispanic Committees: Compensation Executive Finance (Chair) Risk and Cybersecurity Favorite GM Model: GMC Hummer EV SUV | Joseph Jimenez | Independent | ||||||||
Experience: Since 2019, Mr. Jimenez has served as Co-Founder and Managing Partner of Aditum Bio, a biotechnology-focused venture capital firm. Prior to that, he served as CEO of Novartis AG from 2010 until his retirement in 2018. Mr. Jimenez led Novartis’ Pharmaceuticals Division from October 2007 to 2010 and its Consumer Health Division in 2007. From 2006 to 2007, he served as Advisor to the Blackstone Group L.P. Mr. Jimenez was also Executive Vice President, President, and CEO of Heinz Europe from 2002 to 2006; and President and CEO of H.J. Heinz Company North America from 1999 to 2002. Reasons for Nomination: Mr. Jimenez has served as the CEO of a global company with significant research and development and capital spending in a highly regulated environment. He also has significant experience in finance, strategic planning, and consumer branding and marketing. Other Public Company Directorships: The Procter & Gamble Co. and Century Therapeutics, Inc. Prior Public Company Directorships (2019-2024): Graphite Bio, Inc. | ||||||||||
Skillset |
| |||||||||
Q: | How does the Finance Committee help shape the Company’s Capital Expenditure strategy? | |||||||||
| A: | We regularly review GM’s key vehicle programs to ensure they continue to yield strong financial returns. We also oversee the Company’s Capital Allocation Framework to make sure we are delivering on our commitment to return excess cash to shareholders after we make smart investments in our business and balance sheet. This work led to the Company’s recent $10 billion accelerated share repurchase program. | |||||||||
| ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS | 2024 Proxy Statement | 13 |
Co-Founder and CEO, DVx Ventures Age: 56 Director since: 2022 Gender: Male Race/Ethnicity: White Committees: Governance Favorite GM Model: Chevrolet Silverado EV | Jonathan McNeill | Independent | ||||||||
Experience: Since 2020, Mr. McNeill has served as CEO of DVx Ventures, a venture company focused on early-stage startups. Prior to founding DVx Ventures, he served as Chief Operating Officer of Lyft, Inc. from 2018 to 2019. From 2015 to 2018, he also served as President, global sales, delivery and service of Tesla, Inc., and led the team growing revenues from $2 billion to over $20 billion annually across 33 countries. In addition, in 2023, Mr. McNeill was appointed as Vice Chair of the Cruise Board. Reasons for Nomination: Mr. McNeill has deep experience as both an entrepreneur and as an executive at companies of significant scale. He is a demonstrated leader in the EV space with expertise in business models, software architecture, and cyber. Through his experience in positions of senior leadership, he has founded and scaled multiple technology and retail companies. In addition Mr. McNeill has GHG emissions, air quality, and product design and lifecycle management experience, which he has gained through driving EV adoption. Other Public Company Directorships: Lululemon Athletica Prior Public Company Directorships (2019-2024): None | ||||||||||
Skillset |
| |||||||||
Q: | What do you think is the most important opportunity for GM? | |||||||||
| A: | GM is positioned to lead in autonomous and software-defined vehicles. The Board is supporting these efforts by working closely with Cruise, GM’s AV subsidiary, where I serve as the Vice Chair of its board. The GM Board has deep experience scaling new technologies, start-ups, and we have shared it with the Cruise team as it works to enhance transparency and community engagement and rebuild trust with regulators. | |||||||||
Senior Advisor, Lazard Geopolitical Advisory Age: 65 Director since: 2018 Gender: Female Race/Ethnicity: White Committees: Finance Risk and Cybersecurity Favorite GM Model: Chevrolet Blazer EV | Judith A. Miscik | Independent | ||||||||
Experience: Ms. Miscik is a Senior Advisor at Lazard Geopolitical Advisory. Previous to her current role, she served as CEO and Vice Chairman of Kissinger Associates, Inc. from 2017 to 2022 and before that in other senior leadership positions. Prior to joining Kissinger Associates, Ms. Miscik was the Global Head of Sovereign Risk at Lehman Brothers from 2005 to 2008; and from 2002 to 2005, she served as Deputy Director for Intelligence at the U.S. Central Intelligence Agency, where she worked from 1983 to 2005. Reasons for Nomination: Ms. Miscik has a unique and extensive background in intelligence, security, government affairs, and risk analysis, bringing valuable experience in assessing and mitigating geopolitical and macroeconomic risks in both the public and the private sectors. Other Public Company Directorships: Morgan Stanley and HP, Inc. Prior Public Company Directorships (2019-2024): None | ||||||||||
Skillset |
| |||||||||
Q: | How does the Board stay current with respect to the geopolitical risks faced by the company? | |||||||||
| A: | The Board’s Risk and Cybersecurity Committee regularly reviews management’s risk dashboards and annually reviews its enterprise risk profile, which includes geopolitical issues. Last year, the Board also received a briefing from the National Counterintelligence and Security Center focused on risks in international markets related to insider threats, cyber activities, and supply chain disruptions. This session generated important Board dialogue on the complex geopolitical dynamics in global supply chains. | |||||||||
| 14 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |
Retired Executive Vice President and CFO, Wal-Mart Stores, Inc. Age: 71 Director since: 2011 Gender: Male Race/Ethnicity: White Committees: Audit (Chair) Executive Finance Risk and Cybersecurity Favorite GM Model: Cadillac Lyriq | Thomas M. Schoewe | Independent | ||||||||
Experience: Mr. Schoewe served as Executive Vice President and CFO of Wal-Mart Stores, Inc. from 2000 to 2011. Prior to joining Wal-Mart, he held several senior roles at the Black & Decker Corporation, including CFO from 1993 to 1999. Before joining Black & Decker, Mr. Schoewe worked for Beatrice Companies where he was CFO and Controller of one of its subsidiaries, Beatrice Consumer Durables Inc. Reasons for Nomination: Mr. Schoewe has extensive financial experience acquired through positions held as the CFO of large public companies, as well as expertise in internal controls, risk management, and mergers and acquisitions. He also has significant international experience through his service as an executive of large public companies with substantial international operations and large-scale transformational installations of global enterprise information technologies. Mr. Schoewe leverages his service on the Audit Committee Leadership Network to advise on the implementation of rigorous controls around sustainability disclosures and compliance with new regulations. Other Public Company Directorships: Northrop Grumman Corporation Prior Public Company Directorships (2019-2024): KKR Management LLC | ||||||||||
Skillset |
| |||||||||
Q: | How can the Board enhance the customer experience? | |||||||||
| A: | During my time at Walmart, I learned that you need to focus on the human element to earn customers for life. With that in mind, the Board is a “customer advocate.” The Company is increasingly competing with upstart EV companies that are leveraging the flexibility of their direct-to-consumer sales models. We have provided our expertise to help management develop strategies to enhance the effectiveness of GM’s dealer network and use digital tools to drive retail sales. | |||||||||
Deputy Commissioner and Chief Operating Officer, National Basketball Association Age: 54 Director since: 2021 Gender: Male Race/Ethnicity: Black, Asian Committees: Audit Governance Favorite GM Model: Cadillac Escalade IQ | Mark A. Tatum | Independent | ||||||||
Experience: Mr. Tatum joined the National Basketball Association (NBA) in 1999 and was appointed NBA Deputy Commissioner and Chief Operating Officer in 2014. Prior to that, he served in numerous leadership roles at the NBA, including Executive Vice President of Global Marketing Partnerships, Senior Vice President and Vice President of Business Development, Senior Director and Group Manager of Marketing Properties, and Director of Marketing Partnerships. Reasons for Nomination: Mr. Tatum has extensive senior leadership experience in marketing and sales strategy, managing media relationships, and global business operations. He also has significant experience driving customer engagement and operations globally through his leadership roles at the NBA. Other Public Company Directorships: None Prior Public Company Directorships (2019-2024): None | ||||||||||
Skillset |
| |||||||||
Q: | How is the Board influencing the Company’s DEI strategy? | |||||||||
| A: | An effective DEI strategy drives a company’s performance by attracting and retaining great talent and building positive connections with customers and the communities where companies operate. The Company has made great progress on DEI, and the Board works closely with the Company’s Chief People Officer to share its insights and helps GM prepare for and manage various DEI headwinds and engage effectively with its workforce. | |||||||||
| ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS | 2024 Proxy Statement | 15 |
Retired Vice Admiral U.S. Navy Age: 61 Director since: 2023 Gender: Female Race/Ethnicity: White Committees: Audit Risk and Cybersecurity Favorite GM Model: Chevrolet Corvette | Jan E. Tighe | Independent | ||||||||
Experience: Vice Admiral Tighe retired from the U.S. Navy in 2018, having served as the Deputy Chief of Naval Operations for Information Warfare and Director of Naval Intelligence. Her prior Flag Officer assignments include command of the Navy’s Fleet Cyber Command, President of the Naval Postgraduate School, and Deputy Director of Operations at U.S. Cyber Command. Reasons for Nomination: Vice Admiral Tighe cultivated her operational experience in complex cybersecurity matters, including operational technologies, information systems technology, technology risk management, and strategic assessments, while serving in global operations roles for the U.S. Navy and the National Security Agency. Her more than 20 years of senior military leadership experience during a critical period of transformation in the U.S. Navy also provides critical human capital insights as the Company transforms its workforce to deploy its EV and AV technologies. Other Public Company Directorships: The Goldman Sachs Group, Inc. and Huntsman Corporation Prior Public Company Directorships (2019-2024): The Progressive Corporation and IronNet Inc. | ||||||||||
Skillset | | |||||||||
Q: | How did the new director orientation enhance your understanding of the Company? | |||||||||
| A: | During my GM director orientation last year, I had the opportunity to visit the Flint Assembly Manufacturing Plant and the Detroit Hamtramck Factory Zero Assembly Center. Walking the floor and engaging with the workforce provided great insight into GM’s advanced manufacturing capabilities. At the Flint plant, I also met with the Company’s veterans’ group and the UAW Local 598 Veterans Committee, who support veteran programs in the area. I left impressed by the impact GM has on the local communities where it operates. These experiences helped lay a strong foundation for my understanding of the Company. | |||||||||
Co-Founder and CEO, Symbolic.ai Age: 57 Director since: 2018 Gender: Male Race/Ethnicity: White Committees: Compensation Favorite GM Model: Chevrolet Silverado EV | Devin N. Wenig | Independent | ||||||||
Experience: Since 2023, Mr. Wenig has served as Co-Founder and CEO of Symbolic.ai, a platform and application with advanced AI capabilities for publishers and professional writers in news, research, and communications. Previously, he served as President and CEO of eBay Inc. and as a member of its board of directors from July 2015 to August 2019. Mr. Wenig also served as President of eBay’s Marketplaces business from September 2011 to July 2015. Prior to joining eBay, Mr. Wenig was CEO of Thomson Reuters Corporation’s largest division, Thomson Reuters Markets, from 2008 to 2011; Chief Operating Officer of Reuters Group plc from 2006 to 2008; and President of Reuters’ business divisions from 2003 to 2006. Reasons for Nomination: Mr. Wenig has extensive senior leadership experience in software and technology, global operations, and strategic planning. He also has significant expertise leading both high-growth companies from the start-up phase and large, complex organizations. Other Public Company Directorships: None Prior Public Company Directorships (2019-2024): eBay Inc. | ||||||||||
Skillset |
| |||||||||
Q: | Can you discuss how the Company’s software capabilities have evolved during your time on the Board? | |||||||||
| A: | I’ve watched the Company evolve its software capabilities in everything the customer touches, both in the vehicle and through other digital interfaces like Shop.Click.Drive. I’m confident GM’s future in software will continue to grow and enhance the customer experience. Software can drive important advancements in safety, driver assistance, and autonomous technologies – not to mention future software-defined vehicle capabilities. | |||||||||
| 16 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |
Board Membership Criteria, Refreshment, and Succession Planning
The selection of qualified directors is complexfundamental to the Board’s successful oversight of GM’s strategy and crucial to ourenterprise risks. We seek directors who bring diverse viewpoints and perspectives, possess a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term success.interests of shareholders. The Governance Committee and the Board set different priorities for recruiting new Board members at different times, dependingdirectors are continually evolving based on the Company’s needsstrategic needs. It is important that the Board remains a strategic asset capable of overseeing and helping management address the makeuprisks, trends, and opportunities GM is facing now and in the future.
In evaluating potential director candidates, the Governance Committee considers, among other factors, the criteria included on the skills matrix on page 10, the skills and experience of our current directors, and certain additional characteristics that it believes one or more directors of the Board.Board should possess based on an assessment of the needs of the Board at that time. In every case, however,director candidates for Board election must be able to contribute significantly to the Board’s discussion and decision-making on the broad array of complex issues facing the Company.GM. The Governance Committee sometimesalso engages a reputable, qualified search firmsfirm to help identify and evaluate potential candidates. Recently, our recruiting efforts have been particularly directed toward identifying candidates who have distinguished themselves as leaders of large, complex organizationsIn addition, GM’s Corporate Governance Guidelines include the general policy that non-employee directors will not stand for election after reaching age 72, with strong expertise in technology, strategy, finance,any exceptions requiring approval by the Board. At this time, the Board has not approved any exceptions and global investment management.each Board candidate is compliant with the Corporate Governance Guidelines.
| ||||
Potential candidates meeting these priorities are further evaluated on criteria that include:
 | |
 | |
 | |
 | |
 | |
 | |
 | |
 | |
 |
In assessing potential candidates,2023, the Governance Committee considersreviewed its Board succession plan and five-year roadmap on a quarterly basis to ensure the Board holds the relevant and necessary talent to serve the Company and its shareholders. The Governance Committee believes its succession planning and assessment will allow it to continue important recruitment efforts and identify new skill sets required as the Company’s strategy evolves. As a result of this work, the Board has elected seven new members over the past five years, including Ms. Crevoiserat and Mr. McNeill in 2022 and Vice Admiral Tighe in 2023. The Governance Committee made these nominations by employing the process described below in the “Director Recruitment Process” section of this Proxy Statement and considering, among other factors, shareholders’ interest in Board refreshment, preserving the Board’s strong diversity, and adding directors with experience in technology, industry, marketing, and cybersecurity. The Board believes its new directors will help ensure a seamless transition over the next several years as some directors retire in due course, as well as bolster its expertise as GM continues to execute against its four key strategic pillars.
Board Diversity
The Company’s Corporate Governance Guidelines identify the Board’s commitment to seeking highly qualified candidates that reflect the diverse backgrounds of GM’s global workforce and customer base, thereby ensuring women and individuals with a broad range of business experience and varied backgrounds. Although GM does not have a formal policy governing diversity amongfrom minority groups are included in the pool from which Board members, we continually strive to add directors of diverse backgrounds. We recognizenominees are selected. Our Board recognizes the value of overall diversity and considerconsiders members’ and candidates’ opinions, perspectives, personal and professional experiences, and backgrounds, including gender, race, ethnicity, nationality, and country of origin, when considering Board candidates.sexual orientation. We believe that the judgment and perspectives offered by a diverse board of directorsBoard improves the quality of decision-making and enhances the Company’s business performance. We also believe suchSuch diversity can help the Board respond more effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders worldwide.stakeholders.
Candidate Recommendations
Pursuant to the Stockholders Agreement dated October 15, 2009 between the Company and the UAW Retiree Medical Benefits Trust (the “VEBA Trust”), the VEBA Trust has the right to designate one nominee to our Board, subject to the consent of the UAW and approval by the Board (the Board may not withhold its approval unreasonably). The VEBA Trust has designated Mr. Ashton, who has been recommended by the Governance Committee and nominated by the Board as part of the slate of candidates it recommends for election at the Annual Meeting.
The Governance Committee will consider personsdirector candidates recommended by shareholders for election to the Board. To recommend an individual for Board membership, write to Jill E. Sutton, Corporate Secretary and Deputy General Counsel, Corporate, Finance and Strategic Transactions (“Corporate Secretary and Deputy General Counsel”) of our Company, at the mailing address or e-mail address provided on page 74 in“How can I obtain the Company’s corporate governance information?”shareholders. The Governance Committee will review the qualifications and experience of each recommended candidate using the same criteria for candidates proposed by Board members and communicate its decision to the candidate or the personshareholder who made the recommendation.
GM has received notice pursuant to our Bylaws that a shareholder owning two shares of our common stock intends to nominate candidates for election Shareholder nominations must be submitted to the Board at the 2016 Annual Meeting. The Board has determined in its reasonable judgment that this is not considered a contested election, and therefore, majority voting will apply. The Governance Committee evaluated these candidates as discussed above, and the Proxy Committee appointedCompany by the Board intends to vote against the election of these candidates.deadlines found on page 90.
TO RECOMMEND A DIRECTOR CANDIDATE, WRITE TO: GM’s Corporate Secretary at General Motors Company, Mail Code 482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265 or by email to shareholder.relations@gm.com. |
| ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS | | |||||||||
| 17 |
Director
Your Board recommends a voteFORall of the nominees listed below. Recruitment Process
| ||||
Set forth below is information about our nominees, including their name and age, recent employment or principal occupation, their period of service as a GM director, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, and a summary of their specific experience, qualifications, attributes, and skills that led to the conclusion that they are qualified to serve as a director on our Board at this time.
 |
Ms. Barra was elected Chairman of the GM Board of Directors on January 4, 2016. She has served as CEO of GM since January 15, 2014, when she also became a member of GM’s Board. Prior to becoming CEO, Ms. Barra served as Executive Vice President, Global Product Development, Purchasing and Supply Chain since August 2013. She served as Senior Vice President, Global Product Development, from 2011 to 2013; Vice President, Global Human Resources, from 2009 to 2011; and Vice President, Global Manufacturing Engineering, from 2008 to 2009.
Reasons for Nomination:
With more than 35 years at GM and having served in various leadership roles prior to becoming Chairman and CEO of the Company, Ms. Barra brings to our Board an in-depth knowledge of the Company and the global automotive industry. She has extensive leadership, strategic planning, operating and business experience and a deep understanding of the Company’s strengths, weaknesses, risks, and challenges. Under her leadership, GM is working to lead the transformation of personal mobility through advanced technologies such as connectivity, alternative propulsion, and autonomous driving. She has also established GM’s corporate culture and strategic direction based on putting the customer at the center of everything we do, all around the world, with quality and safety as foundational commitments.
As Chairman and CEO, Ms. Barra is able to focus the Board’s oversight and drive the most efficient execution of GM’s plan and vision for the future. In addition to her demonstrated leadership and management skills, Ms. Barra’s strong engineering background and leadership experience in global product development enables her to provide significant insight to the Board on one of the most critical and complex parts of GM’s business. Her previous leadership roles in purchasing and supply chain, human resources, and manufacturing engineering also allow her to contribute to Board deliberations on matters regarding those key areas of the Company. Ms. Barra’s service to GM and experience in serving as a director of another large public company with complex, global operations provides her with an extensive understanding of the governance and management matters that large public companies face.
 | |
Mr. Solso has served as the Independent Lead Director of our Board since January 4, 2016. Mr. Solso had been the Non-Executive Chairman of our Board of Directors since January 2014. He served as Chairman and Chief Executive Officer of Cummins, Inc., a global manufacturer of diesel and natural gas engines and engine-related component products, from 2000 until his retirement in 2011. Prior to becoming Chairman and CEO, Mr. Solso held various other senior management roles, including President and Chief Operating Officer from 1995 through 1999 and Vice President in charge of Cummins’ engine business from 1988 to 1995.
Reasons for Nomination:
Mr. Solso gained significant senior management experience during his 40-year career at Cummins, which culminated in his role as Chairman and CEO. He brings to our Board his experience and insight into the complexities of managing a major global organization. Mr. Solso led Cummins through strong financial performance and shareholder returns, international growth, business restructuring, and leadership in emissions reduction technology and related environmental activities, corporate responsibility, diversity, and human rights issues. His extensive experience in manufacturing and engineering of diesel engines and compliance with challenging emissions laws and regulations enables him to contribute significantly to Board deliberations regarding GM’s global product development strategies. His previous experience in serving as U.S. Chairman of the U.S.-Brazil CEO Forum provides valuable insight into advancing the business priorities of our operations in South America. In addition to his deep understanding of global markets and business operations and corporate responsibility, Mr. Solso brings to our Board his experience as a director of other large, global public companies, particularly in the areas of finance, accounting and corporate governance.
| ||||
 | |
Mr. Ashton served as a Vice President of the International Union, United Automobile, Aerospace and Agricultural Workers of America (the “UAW”) from 2010 until his retirement in June 2014. Prior to that time, Mr. Ashton served as director of the UAW’s Region 9 (Central New York, New Jersey, and Pennsylvania) from 2006 to 2010 and as assistant director of Region 9 from 2003 to 2006. He had been a member of the UAW International staff since 1986. Mr. Ashton is active in labor and civic affairs, including previously serving as the Executive Vice President of the Pennsylvania AFL-CIO Executive Council and Executive Vice President of the New Jersey AFL-CIO. Under the terms of the Stockholders Agreement dated October 15, 2009, Mr. Ashton was designated for nomination to the GM Board by the VEBA Trust, of which he is a member of the Financial Committee.
Reasons for Nomination:
During his career with the UAW, Mr. Ashton played a key role in organizing campaigns and contract negotiations with major manufacturing and technology companies in a variety of industries including vehicle components, defense, aerospace, steel, and marine products. Based on these experiences, he has developed a deep understanding of how labor strategy can affect a company’s financial success, including expertise in areas such as manufacturing processes, pension and health care costs, government relations, employee engagement and training, and plant safety.
 |
Ms. Gooden served as Executive Vice President, Information Systems & Global Solutions (“IS&GS”) of Lockheed Martin Corporation (“Lockheed”) from 2007 to 2013; Deputy Executive Vice President, Information and Technology Services from October to December 2006; and President, Information Technology from 1997 to December 2006.
Reasons for Nomination:
Ms. Gooden brings to our Board her strong leadership capability demonstrated through her various senior leadership positions at Lockheed. She has significant operations and strategic planning expertise and an extensive background in information technology (“IT”). Under her leadership as Executive Vice President of IS&GS, Lockheed expanded its IT capabilities beyond government customers to international and commercial markets. In her role as President of Lockheed’s IT division, Ms. Gooden grew the business to become a multibillion-dollar business. Her deep knowledge of IT adds a valuable perspective to our Board deliberations regarding GM’s IT transformation, cybersecurity matters, and various technology systems and processes. Moreover, Ms. Gooden brings to our Board her experience in business restructuring, finance, cybersecurity, and risk management. She also brings her experience as a director at other public companies, particularly in the areas of finance, audit, strategic investments, acquisitions, and divestitures.
| ||||
 | |
Mr. Jimenez has been Chief Executive Officer of Novartis AG (“Novartis”) since 2010. He joined Novartis in April 2007 as Head of the Consumer Health Division, and in October 2007, he became Head of the Pharmaceuticals Division, where he served until 2010. Prior to joining Novartis, Mr. Jimenez served as an Advisor to the Blackstone Group L.P., a private equity firm, from 2006 to 2007. He was President and Chief Executive Officer of H. J. Heinz Company (“Heinz”) North America from 2002 to 2006 and Executive Vice President, President and Chief Executive Officer of Heinz Europe from 1999 to 2002. From 1993 to 1998, Mr. Jimenez held various leadership positions at ConAgra Foods Inc. (“ConAgra”), including President and Senior Vice President of two operating divisions. He began his career in 1984 at The Clorox Company, where he held a number of progressive roles in marketing and brand management.
Reasons for Nomination:
Mr. Jimenez brings to our Board significant international and operational leadership, strategic planning, and business and finance experience gained through his role as Chief Executive Officer of Novartis, a complex, global company in a highly regulated industry, and President of various operating divisions at Heinz and ConAgra. Mr. Jimenez has a long track record in consumer businesses, which enables him to bring a consumer orientation and valuable insight to Board deliberations regarding our strategy to earn customers for life. Moreover, he has business restructuring expertise, and he executed significant business transformations at both Heinz and Novartis, which will enable him to make a significant contribution to our Board as we continue to evaluate the structure of our global business. Mr. Jimenez also brings to our Board his prior experience as a director of another large, global public company.
 | |
Ms. Marinello has served as Senior Advisor of Ares Management LLC (“Ares”), a global asset manager, since rejoining the company in March 2014. Prior to that, she served as Chairman and Chief Executive Officer of Stream Global Services, Inc. (“Stream”), a global business process outsource service provider specializing in customer relationship management, since August 2010. Ms. Marinello served as senior advisor and consultant at Providence Equity Partners LLC, a private equity firm, and Ares from June to August 2010. She served as Chairman and Chief Executive Officer of Ceridian Corporation, a human resources outsourcing company, from December 2007 to January 2010 and President and Chief Executive Officer from 2006 to 2007. Prior to joining Ceridian, Ms. Marinello spent 10 years at General Electric Company (“GE”), serving in a variety of senior roles, including President and Chief Executive Officer of GE Fleet Services, a division of GE, from 2002 to 2006.
Reasons for Nomination:
Ms. Marinello’s experience at large, complex service companies in various industries enables her to bring a varied perspective to our Board. As Chairman and CEO of Stream, she was focused on using information technology to enhance customer service, an area that is key to GM’s long-term business strategy. At Ceridian, she led a business service company providing integrated human resource systems, that involved a wide range of issues including audit and financial reporting, compliance and controls, and mergers and acquisitions. As the former President and CEO of GE Fleet Services, Ms. Marinello has significant experience with vehicle fleet sales and financing and dealer relations, which enables her to bring the customer perspective to Board decision-making. Moreover, at GE Capital,Our non-employee directors receive cash compensation as well as in her prior roles at Chemical Bank, Citibank, and First Bank Systems, Inc., Ms. Marinello operated large consumer financial services divisions, which included auto lending, auto warranty, telematics, and auto insurance companies, further broadening her contributions to our Board. She also brings her experience as a director of other large, global public companies.
| ||||
 | |
Ms. Mendillo served as President and Chief Executive Officer of the Harvard Management Company (“HMC”) from 2008 to 2014, where she managed Harvard University’s approximately $37 billion global endowment and related assets. From 2002 to 2008, she served as the Chief Investment Officer of Wellesley College. Prior to that, Ms. Mendillo spent 15 years at HMC in various investment roles. She serves as chair of the investment committee of the Partners Healthcare System, is a member of the board of directors and investment committees of the Mellon Foundation and the Boston Foundation, and serves as a Senior Investment Advisor to the Old Mountain Private Trust Company.
Reasons for Nomination:
Ms. Mendillo brings to the Board valuable financial perspective and extensive investment management experience. In addition, she brings to our Board strong senior leadership and risk management experience, as well as capital markets expertise, from her over 30 yearsequity compensation in the endowment and investment management field. As President and CEO of HMC, she successfully led the company through the financial crisis, repositioning the endowment and reestablishing a world-class investment platform to support Harvard’s future educational and research goals. As the Chief Investment Officer of Wellesley College, she built the college’s first investment office and delivered substantial growth in the college endowment through a period of rapidly changing market conditions. Ms. Mendillo’s background and extensive experience will enable her to make a significant contribution in the Board’s oversight of GM’s strategic initiatives and varied financial and risk management issues.
 | |
Admiral Mullen served as the 17th Chairman of the Joint Chiefs of Staff from October 2007 until his retirement in 2011. Previously, he served as the 28th Chief of Naval Operations (“CNO”) from July 2005 to 2007. CNO was one of four different four-star assignments Admiral Mullen held; the other three included Commander, U.S. Naval Forces Europe, Commander, Allied Joint Force Command, and the 32nd Vice Chief of Naval Operations. Since 2012, Admiral Mullen has served as President of MGM Consulting LLC and is the Charles and Marie Robertson Visiting Professor at the Woodrow Wilson School of Public and International Affairs at Princeton University.
Reasons for Nomination:
Admiral Mullen brings to our Board extensive senior leadership experience gained over his 43-year career in the U.S. military. As Chairman of the Joint Chiefs of Staff, the highest-ranking officer in the U.S. military, Admiral Mullen led the armed forces during a critical period of transition, overseeing two active war zones. His involvement in key aspects of U.S. diplomacy, including forging vital relationships with diverse countries around the world, brings valuable insight to our Board as we continue to evaluate the structure of our global business. In addition to having strong global relationships, Admiral Mullen has deep experience in leading change in complex organizations, risk management, crisis management, executive development and succession planning, diversity implementation, strategic planning, budget policy, cybersecurity, and technical innovation, all of which are important to the oversight of GM’s strategic initiatives. This depth of experience enables him to make a significant contribution to our Board. Admiral Mullen also brings his experience as a director of another large public company.
| ||||
 | |
Mr. Mulva served as Chairman and Chief Executive Officer of ConocoPhillips, an international integrated oil and gas company, from 2004 until his retirement in 2012; Chairman, President and Chief Executive Officer from 2004 to 2008; and President and Chief Executive Officer from 2002 to 2004.
Reasons for Nomination:
Mr. Mulva brings to our Board 39 years of experience in the energy industry, first at Phillips Petroleum Company (“Phillips”) and then ConocoPhillips. Prior to overseeing the merger of Conoco and Phillips in 2002, Mr. Mulva served as Chairman and Chief Executive Officer of Phillips, where he also held various domestic and international senior management positions in finance, including Executive Vice President and Chief Financial Officer. As Chief Executive Officer of Phillips and later ConocoPhillips, Mr. Mulva oversaw mergers and acquisitions, business restructurings and negotiated joint ventures, positioning the company to compete in an increasingly challenging and highly competitive industry. Prior to his retirement from ConocoPhillips, Mr. Mulva oversaw the strategic repositioning of the company to split its fuel production and refining businesses. Mr. Mulva’s expertise in the energy industry provides valuable insight to our Board in developing GM’s long-term energy diversity strategy. Mr. Mulva also brings to our Board an in-depth background in finance and his experience as a director of other large, global public companies.
 |
Ms. Russo has served as Chairman of Hewlett Packard Enterprise Company since November 2015, after the separation of Hewlett-Packard Company (“HP”) into two companies. She had been Lead Director of HP since 2014. She served as Chief Executive Officer of Alcatel-Lucent S.A. from 2006 to 2008. Prior to the merger of Alcatel S.A. (“Alcatel”) and Lucent Technologies, Inc. (“Lucent”) in 2006, she served as Chairman and Chief Executive Officer of Lucent from 2003 to 2006 and President and Chief Executive Officer from 2002 to 2003. Ms. Russo served as Lead Director of our Board from March 2010 to January 2014.
Reasons for Nomination:
As the chief executive officer of highly technical, global, complex companies, Ms. Russo demonstrated leadership that strongly supported her nomination to our Board. She dealt with a wide range of issues including mergers and acquisitions, technology disruptions and business restructuring as she led Lucent’s recovery through a severe industry downturn and later a merger with Alcatel, a French company. She has recently led the HP board of directors in connection with its split into two public companies, gaining valuable experience in connection with a highly complex business restructuring transaction. In addition, she brings to the Board extensive global experience in corporate strategy, finance, sales and marketing, technology, and leadership development. Ms. Russo also has extensive expertise in corporate governance and executive compensation as a member of the board and board committees of other large, global public companies.
| ||||
 | |
Mr. Schoewe served as Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. (“Wal-Mart”) from 2000 to 2011. Prior to joining Wal-Mart, Mr. Schoewe worked for Black & Decker Corporation from 1986 to 1999, most recently serving as Senior Vice President and Chief Financial Officer.
Reasons for Nomination:
With extensive experience in finance, including serving as the chief financial officer of large multinational, consumer-facing companies, Mr. Schoewe brings financial expertise, corporate leadership, and operational experience to our Board. His extensive experience as a senior leader in corporate finance has provided him with key skills, including financial reporting, accounting and control, business planning and analysis, and risk management that are valuable to the oversight of our business. Mr. Schoewe also brings to our Board his experience at Wal-Mart and Black & Decker with large-scale, transformational information technology implementations, which provides valuable insight as we continue to restructure our IT operations. Further, Mr. Schoewe’s previous and current board positions at public companies involved with home building, security, and investments provides exposure to diverse industries with unique challenges enabling him to make a significant contribution to our Board.
 |
Ms. Stephenson served as Dean of the Ivey Business School at The University of Western Ontario (“Ivey”) from 2003 until her retirement in September 2013. Prior to joining Ivey, Ms. Stephenson served as President and Chief Executive Officer, Lucent Technologies Canada from 1999 to 2003. She was a member of the Advisory Board of General Motors of Canada, Limited (“GM Canada”), a GM subsidiary, from 2005 to 2009. Ms. Stephenson was appointed an Officer of the Order of Canada in 2009.
Reasons for Nomination:
Ms. Stephenson’s experience as Dean of Ivey and President and Chief Executive Officer of Lucent Technologies Canada provides our Board with diverse perspectives and progressive management expertise in marketing, operations, strategic planning, technology development, and financial management. Her experience on the boards of several top Canadian companies provides our Board with a broad perspective on successful management strategies and insight on matters affecting the business interestsform of GM and GM Canada. Ms. Stephenson also brings her experience in serving onDeferred Share Units for their Board service under the compensation and governance committees of other public companies.
| ||||
Non-EmployeeCompany’s Director Compensation
We strive to provide a level of compensation we believe is necessary to attract and retain high-quality non-employee directors. Ms. Barra, our sole employee director, does not receive additional compensation for her Board service. Plan. Compensation for our non-employee directors is set annually by ourthe Board at the recommendation of the Governance Committee.
Guiding Principles
The Governance Committee, which consists solely of independent directors, annually assesses the form and amount of non-employee director compensation and recommends changes, if appropriate, to the Board based upon competitive market practices. The Governance Committee reviews director compensation data for the same companies that comprise the peer group we use for benchmarking executive compensation described on page 38. The process for setting director pay is guided by the following principles:
• | Fairly compensate directors for their responsibilities and time commitments. •Attract and retain highly qualified directors by offering a compensation program consistent with those at companies | |
• | Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and requiring directors to continue to own our common stock (or common stock equivalents) | |
| throughout their tenure on the Board. • | Provide compensation that is simple and transparent to shareholders. | |
Annual Review Process
In addition,The Governance Committee annually assesses the form and amount of non-employee director compensation and recommends changes, if appropriate, to the Board. As part of its annual review in 2023, the Governance Committee can engagebenchmarked the servicescurrent compensation structure against the executive compensation peer group described in the “Peer Group for Compensation Benchmarking” section of outside consultants, experts, and others to assist the Committee. During 2015,this Proxy Statement. Based on this review, the Governance Committee did not engage any consultantsrecommended, and the Board approved, maintaining the current level of compensation and stock ownership requirements for 2024.
Non-employee director compensation for 2024 is set forth in reviewingdetail below. The Board believes this structure aligns the non-employee director compensation program with shareholder interests through greater stock ownership.
Director Stock Ownership and setting director compensation.Holding Requirements
• Each non-employee director is required to own our common stock or DSUs with a market value of at least $650,000. • Each non-employee director has up to five years from the date they are first elected to the Board to meet this ownership requirement. | • Non-employee directors are prohibited from selling any GM securities or derivatives of GM securities, such as DSUs, while they are members of the Board. • Ownership guidelines are reviewed each year to confirm they continue to be effective in aligning the interests of the Board and our shareholders. | |
All of our non-employee directors are in compliance with our stock retention requirements.
| 18 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |
Annual Compensation
The 2023 and 2024 compensation for non-employee directors is described in the table below. The Independent Lead Director and committee chairs receive additional compensation due to the increased workload and additional responsibilities associated with these positions. In 2015, each non-employee memberparticular, Ms. Russo’s compensation as Independent Lead Director reflects the additional time commitment for this role, which includes, among other responsibilities, attending all committee meetings and attending meetings with the Company’s CEO. For additional information about the roles and responsibilities of our Independent Lead Director, see “The Role of the Independent Lead Director” on page 23.
Compensation Element | 2023 Structure ($) | 2024 Structure ($) | ||||||
Board Retainer | 325,000 | 325,000 | ||||||
Independent Lead Director Fee | 100,000 | 100,000 | ||||||
Audit Committee Chair Fee | 35,000 | 35,000 | ||||||
All Other Committee Chair Fees (excluding the Executive Committee) | 25,000 | 25,000 | ||||||
Non-employee directors are required to defer at least 60 percent of their annual Board received an annual retainer of $250,000into DSUs under the Director Compensation Plan. Directors may elect to defer their remaining Board retainer or amounts payable (if any) for service on the Board. The Chair of the Audit Committee received anserving as a committee chair or Independent Lead Director into additional annual retainer of $30,000 and the Chair of the Compensation Committee received an additional retainer of $20,000. The Chairs of all other Board Committees (excluding the Executive Committee) received an additional annual retainer of $15,000. The additional fee paid to Mr. Solso for service as non-executive Chairman of the Board was $300,000 per year.DSUs. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are prorated for his or herthe director’s period of service.
Under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Director Compensation Plan”), non-employee directors are required to defer 50 percent of their annual Board retainer (i.e., $125,000) intoHow Deferred Share Units (“DSUs”) of the Company’s common stock. Non-employee directors may elect to defer all or half of their remaining Board retainer or amounts payable (if any) for serving as Committee Chair, Chairman or Lead Director into additional DSUs.Work
Following the recommendation of the Governance Committee, our Board determined that no change would be made to director compensation for 2016. The Board also determined that for the first two months of 2016, Mr. Solso would receive an additional fee of $50,000 (i.e., the annual Chairman fee of $300,000 prorated for two months of service) for transitional services following Ms. Barra’s assumption of the Chairman role on January 4, 2016.
Effective March 4, 2016, the additional retainer paid for service as Lead Director is $100,000 per year. Mr. Solso’s pay as Lead Director reflects the additional time commitment for this role, which includes, among other responsibilities, attending all Board Committee meetings and meeting with the Company’s investors, and attending additional meetings with the Company’s senior management, including the CEO, CFO, and others.
Each DSU is equal in value to aone share of GM common stock and is fully vested upon grant, but does not have voting rights. To calculate the number of DSUs to be granted, we divide the amount of compensation required or elected to be deferred each calendar year under the Director Compensation Plan by the average daily closing market price of our common stock for that calendar year. For a director who joined or retired from the Board during the calendar year, the retainer fee is prorated and converted to DSUs based on the average daily closing market price of our common stock for the period of service. All DSUs granted are rounded up to the nearest whole share. Any portion of the retainer that is deferred into DSUs may also earn dividend equivalents, which are credited at the end of each calendar year to each director’s account in the form of additional DSUs. DSUs under this plan will not be available for disposition until after the director retires or otherwise leaves the Board. After leaving the Board, the director will receive a cash payment or payments under this plan based on the number of DSUs in the director’s account valued at the average daily closing market price for the quarter immediately preceding payment. Directors will be paid in a lump sum or in annual installments for up to five years, based on their deferral elections. All DSUs granted are rounded up to the nearest whole unit. Any portion of the retainer that is deferred into DSUs may also earn dividend equivalents, which are credited at the end of each calendar year to each director’s account in the form of additional DSUs. DSUs granted are determined as follows:
Other Compensation
We provide certain additional benefits to non-employee directors.
Type | | ||
Company Vehicles | We provide directors with the use of Company vehicles and electric vehicle charging stations to provide feedback on our products as well as enhance the public image of our vehicles. Retired directors also receive the use of a Company vehicle for a period of time. Participants are charged with imputed income based on the lease value of the vehicles and are responsible for associated taxes. | ||
Personal Accident Insurance(1) | ||
We provide personal accident insurance coverage in the event of accidental death or dismemberment. Directors are responsible for associated taxes on the imputed income from the coverage. |
| (1) | Ms. Barra, our sole employee director, does not receive additional compensation for her Board service other than the personal accident insurance benefit described above, the value of which is reported for Ms. Barra in the Summary Compensation Table on page 57. |
Non-employee directors are reimbursed for reasonable travel expenses incurred in connection with their duties as directors. In addition, we pay for the cost of personal accident insurance, which provides coverage in the event of accidental death or dismemberment. Directors are responsible for associated taxes on the imputed income from the coverage.
We provide directors with the use of evaluation vehicles to provide feedback on our products as well as to enhance the public image of our vehicles. Directors are charged with imputed income based on the lease value of the vehicles provided and are responsible for associated taxes. Retired directors receive the use of an evaluation vehicle for a limited period of time.
Unless previously employed by the Company, non-employee directors are not eligible to participate in any of the savings or retirement programs foravailable to our employees. Other than as described in this section, there are no separate benefit plans for directors.
| ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS | 2024 Proxy Statement | 19 |
2023 Non-Employee Director Compensation Table
ThisThe table below shows the compensation that each non-employee director received for his or her 2015their 2023 Board and Committeecommittee service. Amounts reflect partial-year Board service for Mr. Davis, Ms. Gooden, Mr. Isdell and Mr. Jimenez.
| Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | ||||
| Joseph J. Ashton | 62,500 | 185,831 | 9,868 | 258,199 | ||||
| Erroll B. Davis, Jr.(4) | 70,000 | 58,871 | 10,843 | 139,714 | ||||
| Stephen J. Girsky | 125,000 | 123,898 | 9,868 | 258,766 | ||||
| Linda R. Gooden(5) | 114,583 | 113,525 | 8,223 | 236,331 | ||||
| E. Neville Isdell(6) | 72,500 | 58,871 | 8,143 | 139,514 | ||||
| Joseph Jimenez(7) | – | 150,460 | 4,934 | 155,394 | ||||
| Kathryn V. Marinello | – | 247,763 | 9,868 | 257,631 | ||||
| Michael G. Mullen | 140,000 | 123,898 | 9,868 | 273,766 | ||||
| James J. Mulva | – | 262,625 | 9,868 | 272,493 | ||||
| Patricia F. Russo | 140,000 | 123,898 | 9,868 | 273,766 | ||||
| Thomas M. Schoewe | 155,000 | 123,898 | 9,868 | 288,766 | ||||
| Theodore M. Solso | – | 545,044 | 9,868 | 554,912 | ||||
| Carol M. Stephenson | 74,167 | 185,831 | 9,868 | 269,866 |
Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | ||||||||||||
Aneel Bhusri | 130,000 | 208,228 | 17,407 | 355,635 | ||||||||||||
Wesley G. Bush | 185,000 | 208,228 | 27,344 | 420,572 | ||||||||||||
Joanne C. Crevoiserat | 130,000 | 208,228 | 25,990 | 364,218 | ||||||||||||
Linda R. Gooden | 155,000 | 208,228 | 15,490 | 378,718 | ||||||||||||
Joseph Jimenez | 155,000 | 208,228 | 46,051 | 409,279 | ||||||||||||
Jonathan McNeill | 145,900 | 208,228 | 13,219 | 367,347 | ||||||||||||
Judith A. Miscik | 130,000 | 208,228 | 14,698 | 352,926 | ||||||||||||
Patricia F. Russo | 255,000 | 208,228 | 8,969 | 472,197 | ||||||||||||
Thomas M. Schoewe | 165,000 | 208,228 | 42,907 | 416,135 | ||||||||||||
Carol M. Stephenson(4) | 61,100 | 97,882 | 30,078 | 189,060 | ||||||||||||
Mark A. Tatum | 130,000 | 208,228 | 38,391 | 376,619 | ||||||||||||
Jan E. Tighe(5) | 68,900 | 110,382 | 15,769 | 195,051 | ||||||||||||
Devin N. Wenig | 160,000 | 208,228 | 32,428 | 400,656 | ||||||||||||
| (1) | As described above, a director may elect to defer all or a portion of their annual cash retainer into DSUs. This column reflects director compensation |
| (2) | |
Reflects aggregate grant date fair value of DSUs granted in |
| (3) | | |||
The |
| Director | Aggregate Earnings on Deferred Compensation (a) | Company Vehicles (b) | Other (c) | Total | Director | Aggregate Earnings on Deferred Compensation (a) | Company Vehicles (b) | Other (c) | Total | |||||||||||||||||||||||
| Mr. Ashton | – | $ | 9,628 | $ | 240 | $ | 9,868 | Mr. Mullen | – | $ | 9,628 | $ | 240 | $ | 9,868 | |||||||||||||||||
| Mr. Davis | $ | 1,095 | $ | 9,628 | $ | 120 | $ | 10,843 | Mr. Mulva | – | $ | 9,628 | $ | 240 | $ | 9,868 | ||||||||||||||||
| Mr. Girsky | – | $ | 9,628 | $ | 240 | $ | 9,868 | Ms. Russo | – | $ | 9,628 | $ | 240 | $ | 9,868 | |||||||||||||||||
| Ms. Gooden | – | $ | 8,023 | $ | 200 | $ | 8,223 | Mr. Schoewe | – | $ | 9,628 | $ | 240 | $ | 9,868 | |||||||||||||||||
| Mr. Isdell | – | $ | 8,023 | $ | 120 | $ | 8,143 | Mr. Solso | – | $ | 9,628 | $ | 240 | $ | 9,868 | |||||||||||||||||
| Mr. Jimenez | – | $ | 4,814 | $ | 120 | $ | 4,934 | Ms. Stephenson | – | $ | 9,628 | $ | 240 | $ | 9,868 | |||||||||||||||||
| Ms. Marinello | – | $ | 9,628 | $ | 240 | $ | 9,868 | |||||||||||||||||||||||||
Director | Company Vehicle Program(a) ($) | Other(b) ($) | Total ($) | |||||||||
Aneel Bhusri | 17,167 | 240 | 17,407 | |||||||||
Wesley G. Bush | 27,104 | 240 | 27,344 | |||||||||
Joanne C. Crevoiserat | 25,750 | 240 | 25,990 | |||||||||
Linda R. Gooden | 15,250 | 240 | 15,490 | |||||||||
Joseph Jimenez | 45,811 | 240 | 46,051 | |||||||||
Jonathan McNeill | 12,979 | 240 | 13,219 | |||||||||
Judith A. Miscik | 14,458 | 240 | 14,698 | |||||||||
Patricia F. Russo | 8,729 | 240 | 8,969 | |||||||||
Thomas M. Schoewe | 42,667 | 240 | 42,907 | |||||||||
Carol M. Stephenson(4) | 29,958 | 120 | 30,078 | |||||||||
Mark A. Tatum | 38,151 | 240 | 38,391 | |||||||||
Jan E. Tighe(5) | 15,649 | 120 | 15,769 | |||||||||
Devin N. Wenig | 32,188 | 240 | 32,428 | |||||||||
| a. | The Company vehicle program includes the estimated annual lease value of the Company vehicles driven by directors. We | |
Reflects the cost of premiums for providing personal accident insurance (annual premium cost of $240 per person is prorated, as applicable, for the period of service). | |
| (4) | |
Ms. | |
| (5) | |
Ms. Tighe joined the Board on June |
| 20 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |
Director Stock Ownership and Holding Requirements
We believe significant stock ownership by our directors is another way to align directors’ interests with those of our shareholders. The Board’s [THIS PAGE INTENTIONALLY LEFT BLANK]
Corporate Governance Guidelines establish a stock ownership requirement for non-employee directors intended to enhance the link between the interests of GM’s directors and shareholders. In 2015, our Board adopted a separate policy on director stock ownership and holding requirements. Under this policy, non-employee directors are prohibited from selling any GM securities or derivatives of GM securities such as DSUs while they are members of the Board. This prohibition does not apply to any GM securities or derivatives acquired by a director in compensation for previous service as an employee of the Company. Each non-employee director is required to own our common stock or DSUs with a market value of at least $400,000. Each director has up to five years from the later of the original effective date of the requirement, January 1, 2011, or the date he or she is first elected to the Board to meet this ownership requirement. As of December 31, 2015, all of our directors were in compliance with the director stock ownership requirement, except for Ms. Gooden and Messrs. Ashton and Mullen, each of whom have less than five years of service on the Board. Ownership guidelines are reviewed each year to confirm they continue to be effective in aligning the interests of the Board and our shareholders.
| ||||
GM is governed by a Board of Directors and Committeescommittees of the Board that meet throughout the year.year to ensure that the CEO and other senior management are operating the Company in a prudent and ethical manner. The Board is elected by our shareholders to oversee and provide guidance on the Company’s business and affairs. The BoardIt is the ultimate decision-making body of the Company, except for those matters reserved for shareholders by law or pursuant to shareholders. Thethe Company’s corporate governance documents. Among other things, the Board oversees the Company’s strategy and execution of the strategic plan. In addition, it oversees management’s activities in connection with proper safeguarding of the assets of the Company, maintenance of appropriate financial and other internal controls, and compliance with applicable laws and regulations, and proper governance. The Board is highly engaged in the process of strategic development and oversight of ongoing execution of the Company’s strategic plan. The Board is committed to sound corporate governance policies and practices that are designed and routinely assessed to enable the Company to operate its business responsibly, with integrity, and to position GM to compete more effectively, sustain its success, and build long-term shareholder value.
The Board of Directors sets the number of directors from time to time by a resolution adopted by a majority of the Board. The Board of Directors is currently composed of 12 members. The Governance Committee reassesses the suitability of the Board’s size at least annually and has concluded that the Board’s current size is appropriate.annually. The Board has the flexibility to increase or reducedecrease the size of the Board based upon prevailing facts and circumstances.as circumstances warrant, though the Company’s Certificate of Incorporation limits the total number of directors to 17. We currently have 13 directors, but following the Annual Meeting we will have 12 directors due to the fact that Mr. Bhusri will not stand for reelection. If any nominee is unable to serve as a director, or if any director leaves the Board between annual meetings, the Board by resolution, may reduce the number of directors or elect an individual to fill the resulting vacancy. If all of the Board’s nominees are elected, the Board will be composed of 12 members immediately following the Annual Meeting.
“Winning With Integrity” and Code of Ethics
The Board is committed to the highest legal and ethical standards in fulfilling its responsibilities. We have adopted a code of business conduct and ethics, “Winning With Integrity: Our Values and Guidelines for Employee Conduct,” that applies to our directors, officers, and employees. The code is available on our website atwww.gm.com/investor,under “Corporate Governance” and is available in print upon request. We will post any updates to the code on our website.
Corporate Governance Guidelines
Our Board has adopted a governance structure that promotes the best interests of our shareholders. The Board’s Corporate Governance Guidelines form a transparent framework for the effective governance of the Company. The Governance Committee regularly considers the Board’s Corporate Governance Guidelines and periodically recommends to our Board the adoption of amendments in response to changing regulations, evolving best practices, and shareholder concerns. Our Corporate Governance Guidelines, Certificate of Incorporation, Bylaws, Board Committee Charters, and other governance materials are available on our website atwww.gm.com/investorunder “Corporate Governance.” To obtain a copy of these materials, see“How can I obtain the Company’s corporate governance information?”on page 74.
| ||||
The Board’sGM’s Bylaws and Corporate Governance Guidelines define our standards for director independence based on alland reflect applicable New York Stock Exchange (“NYSE”)NYSE and U.S. Securities and Exchange Commission (“SEC”)SEC requirements. At least two-thirds of our directors are and must continue to be independent under these standards. The GovernanceIn addition, all members of the Audit Committee assessesand the Compensation Committee must meet heightened independence of each director, applying the criteria in our Corporate Governance Guidelines,standards under applicable NYSE and makes recommendations to the Board.SEC rules. For a director or director nominee to be “independent,” they must have no disqualifying relationships, as defined in the NYSE standards, and the Board must affirmatively determine that the director has no material relationship with the Company other than his or herthe individual’s service as a director. In addition, members
The Governance Committee completed its annual assessment in February 2024 regarding the independence of each director and made recommendations to the Audit and Compensation Committees must meet heightened independence standards applicable under NYSE and SEC rules, which provide that they may not be affiliates and may not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries other than their compensation for service as directors.
Board. Consistent with the standards described above, the Board has reviewed all relationships between the Company and each director and director nominee consideringand considered all relevant quantitative and qualitative criteria,criteria. The Board has affirmatively determined that, other than Ms. Barra who serves as our CEO, all directors are currently independent and, if applicable, were independent throughout 2023. In addition, the Board affirmatively has determined that all directors andof the director nominees other than Mr. Ashton, Mr. Girsky, and Ms. Barra are independent. Mr. Ashton is not independent because of his long-term affiliation withwho currently serve on the UAWAudit Committee and the ties betweenCompensation Committee are independent as required by the Companyheightened NYSE and the UAW. Mr. Girsky is not independent because of his former employment with the Company. Ms. Barra is not independent because she currently holds the position of CEO.SEC criteria described above.
In recommending to the Board that it determine each non-employee director and director nominee be foundis independent, the Governance Committee considered whether there were any other facts or circumstances that might impair a director’s independence. In particular, the Governance Committee evaluated charitable contributions that GM (including the GM Foundation) has made to nonprofit organizations with which our directors are or have been associated. None of these transactions was material to either GM or the director or director nominee. The Governance Committee also considered that GM, in the ordinary course of business during the last three years, has sold fleet vehicles to, and purchased products and services from, companies at which some of our directors serve as non-employee directors. directors or executives. The Board determined that these transactions were not material to GM or the other companies involved and that none of our directors had a material interest in the transactiontransactions with these companies. In each case, these transactions were in the ordinary course of business for GM and the other companies involved, and were on terms and conditions available to similarly situated customers and suppliers. Therefore, the Board determined they did not impair the respective director’ssuch directors’ independence.
Board Leadership Structure and Composition
OurThe Board has the flexibility to decide when the positions of ChairmanBoard Chair and Chief Executive OfficerCEO should be combined or separate and whether an executive or independent director should be Chairman.serve as Board Chair. This approach is designed to allowallows the Board to choose the most appropriate leadership structure for the Company tothat it believes will best serve the interests of our shareholders at the relevantany particular time.
In January 2016, the Board recombined the positions of ChairmanBoard Chair and CEO under the leadership of Ms. Barra and designated Mr. Solso asan Independent Lead Director. The Board determined that this structure provides a clear and unified strategic vision for GM during a time of unprecedented industry change. As the individual with primary responsibility for managing the Company, Ms. Barra’s in-depth knowledge of our businesses and understanding of day-to-day operations brings focused leadership to our Board. The structure also reinforces accountability for the Company’s performance.
| 22 | | CORPORATE GOVERNANCE |
The Role of the Independent Lead Director
GM’s Board Oversight
The Board’s key duties include strategic, compliance, and governance oversight, as well as CEO succession. In each of these areas, the Board determinedbelieves that a combined role of Chairman and CEO, with the presence of a strong Independent Lead Director role with clearly defined responsibilities provides effective independent management oversight. The independent directors consider several factors, as further outlined below, when annually electing the Lead Independent Director, to ensure balanced leadership and a strong and independent Board. Ms. Russo is the rightBoard’s Independent Lead Director, a role she has held since 2021. Ms. Russo joined our Board in 2009 and previously served as the Independent Lead Director from 2010 to 2014. Her extensive knowledge of GM’s business and experience collaborating with our management team uniquely qualifies her to provide strong, independent leadership structure for GMand strategic direction to the Board at this time. Further, our Board’s key Committees, Audit, Executive Compensation, and Governance and Corporate Responsibility are composed of all independent directors.
Long-Term Strategic Vision
Ms. Barra and her leadership team developed a clear strategic vision to lead the Company into a new era of mobility, positioning GM to grow in this period of rapid change and disruption. As Chairman and CEO, Ms. Barra is able to focus the Board’s oversight of management’s execution of this strategy in an efficient and streamlined manner and bring pressing issues before the independent directors expeditiously.
Compliance
Ms. Barra has been a key leader as the Company has reset its culture of safety and focuses on putting the customer at the center of everything we do. As Chairman, she is able to facilitate the Board’s continued strong oversight of compliance and enterprise risk management programs.
Governance
Our independent directors demonstrate the objective thinking that is expected of boards today. And our Independent Lead Director, Mr. Solso,Below is a proven leader with an objective viewpoint. Whensummary of the Board appointed Mr. Solso as Independent Lead Director, it also strengthened the responsibilities of Lead Director to include additional duties, to further promote independent, objective oversight. The duties of our Independent Lead Director are set forth below.
Succession Planning
CEO succession planning is conducted annually by the full Board and led by the Lead Director. This fundamental Board process will remain very robust through the change in Board leadership under Mr. Solso.
| ||||
 | ||||||||
Enhanced Responsibilities of Independent Lead Director
If a GM executive holds the position of Chairman, our independent directors, by the affirmative vote of a majority of all independent directors, designate one of our independent Board members to serve as Independent Lead Director. Thekey duties and responsibilities of ourGM’s Independent Lead Director, Mr. Solso, include the following:Director:
• Presiding over all Board meetings when the
• Providing Board leadership if circumstances arise in which the
• Calling executive sessions for non-management
• Leading non-management directors in the annual evaluation of the CEO’s performance, communicating • Approving Board meeting agendas to ensure sufficient time for | • Advising on the scope, quality, quantity, and timeliness of the flow of information between management and the Board; • Serving as a liaison between non-management directors and the Board Chair when requested to do so (although all non-management directors have direct and • Interviewing all
• Being available to advise the
• Engaging, when requested | |
Board Committees
| ||||
The Board has six standing committees: Audit, Executive, Executive Compensation, Finance, Governance and Corporate Responsibility, and Risk and Cybersecurity. The key responsibilities, recent activities, and focus areas of each committee, together with their current membership and the number of meetings held in 2023, are set forth below. In addition to committee meetings, each committee chair regularly meets with management throughout the year to discuss and preview committee business, shape agendas, and facilitate efficient meetings. The Board Chair, Ms. Barra, and the Independent Lead Director, Ms. Russo, attend all committee meetings to serve as a resource and to identify topics requiring the Board’s attention. The Board has determined that each member of the Audit, Compensation, Finance, Governance, and Risk and Cybersecurity Committees is independent according to applicable SEC and NYSE requirements and our Corporate Governance Guidelines. Each committee’s charter is available at investor.gm.com/governanceandsustainability.
Board and Committee Meetings and Attendance
In 2023, the Board conducted seven meetings and held regular informational sessions between formal meetings. In addition, the Board’s committees held a combined 26 meetings throughout the year. The average director attendance at Board and committee meetings was 98 percent. Each director standing for re-election attended at least 91 percent of the total meetings of the Board and the respective committees on which they served in 2023.
Directors are encouraged to attend our annual meetings of shareholders. All directors that stood for election in 2023 attended the 2023 annual meeting.
Executive Sessions
Our non-managementIndependent directors have an opportunity to meet in executive session without management present as part of each regularly scheduled Board and committee meeting. Executive sessions are chaired by theour Independent Lead Director Mr. Solso.or the respective committee chair.
| CORPORATE GOVERNANCE | 2024 Proxy Statement | 23 |
During executive sessions non-management directors (orof the Board, the independent directors as appropriate)may review CEO performance, compensation, and succession planning; strategy; key enterprise risks; future Board agendas and the flow of information to directors; the Board’s corporate governance matters; and any other matters of importance to the Company raised during a meeting or otherwise or other issues presented by non-managementthe independent directors.
The non-management directors, all of the Boardwhom are independent, met in executive session of the Board six times in 2015, including one time with only independent directors present.
Our Board of Directors has six standing Committees: Audit, Executive Compensation, Finance, Governance and Corporate Responsibility, Risk, and Executive. As a best practice and2023, in addition to maximize the effectivenessnumerous executive sessions of the Lead Director role, Mr. Solso attends all meetingscommittees.
Delegation and Access to Outside Advisors
Each committee may delegate its authority to members of management and also form and delegate authority to subcommittees consisting of one or more members when it deems it appropriate. The Board and each committee can also select and retain the standing Committeesservices of which he is not a member and serves as a resource foroutside advisors at the Committees as needed.Company’s expense.
GM’s Public Policy Committee was dissolved on June 9, 2015, at which time the Directors and Corporate Governance Committee was renamed the Governance and Corporate Responsibility Committee, and the charters of the Governance and Corporate Responsibility, Risk, and Executive Compensation Committees (“Compensation Committee”) were revised to incorporate responsibilities previously undertaken by the Public Policy Committee.
Each member of the Audit, Compensation, and Governance Committees has been determined by the Board to be independent according to NYSE Corporate Governance listing standards. The composition of each Committee also complies with the listing requirements and other rules of the Toronto Stock Exchange. The following outlines the key responsibilities and 2015 accomplishments of each standing Committee. Each Committee has a charter governing its activities. Further details are available on our website atwww.gm.com/investor, under “Corporate Governance.”Overview
Thomas M. Schoewe Chair Committee Members: Wesley G. Bush Joanne C. Crevoiserat Linda R. Gooden Thomas M. Schoewe Mark A. Tatum Jan E. Tighe Meetings held in 2023: 8 |
| AUDIT
• Monitors the effectiveness of GM’s financial reporting processes and systems, as well as disclosure and internal controls; • Selects and engages GM’s external auditors and reviews and evaluates the audit process; • Reviews and evaluates the scope and performance of the internal audit function; • Facilitates ongoing communications about GM’s financial position and affairs among the Board and the external auditors, GM’s financial and senior management, and GM’s internal audit staff; • Reviews GM’s policies and procedures regarding ethics and compliance, including the office of the Chief Compliance Officer; • Reviews GM’s sustainability reporting processes and control procedures and annually approves GM’s Sustainability Report (along with the Governance Committee); and • Oversees the preparation of the Audit Committee Report and related disclosures for the annual proxy statement. | ||
|
|
budgets. |
Oversees
Our Board has determined that each member of the Audit Committee is independent under the NYSE listing standards and the heightened independence requirements applicable to audit committee members under SEC rules. The Board has also determined that all members of the Audit Committee are financially literate in accordance with the NYSE listing standards and that Ms. Gooden, Ms. Marinello, and Mr. Schoewe are each qualified as an “audit committee financial expert” as defined by the SEC.
| 24 | | |||||||
| CORPORATE GOVERNANCE |
Wesley G. Bush Chair Committee Members: Aneel Bhusri Wesley G. Bush Joseph Jimenez Patricia F. Russo Devin N. Wenig
Meetings held in | ||||
4 |
| EXECUTIVE COMPENSATION
• Reviews the Company’s executive compensation policies, practices, and
| ||
onboarding of senior leaders in key areas, including Software, Marketing, Manufacturing, Batteries, and Communications. |
Our Board has determined that each member of our Executive Compensation Committee is independent in accordance with NYSE listing standards and our corporate governance guidelines, as well as additional independence standards applicable to Compensation Committee members.
Joseph Jimenez Chair Committee Members: Wesley G. Bush Joanne C. Crevoiserat Joseph Jimenez Judith A. Miscik Patricia F. Russo Thomas M.
Meetings held in | ||||
 2023:
5 |
|
|
Our Board has determined that each member of our Governance and Corporate Responsibility Committee is independent in accordance with the NYSE listing standards and our corporate governance guidelines.
| ||||
| ||||
|
• Reviews any strategic investments and similar transactions, including investments in our battery supply chain. | |||
RECENT ACTIVITIES AND KEY FOCUS AREAS • Reviewed the Company’s capital allocation framework and recommended the Board approve a $10 billion accelerated share repurchase program in Q4 2023 and a 33% increase to the Company’s quarterly dividend starting in Q1 2024. • Regularly reviewed the financial performance of the Company’s ICE and EV portfolios and monitored progress on EV sales and program profitability. • Supported the Company’s battery raw material strategy, which included review of strategic transactions that diversified the supply chain and enhanced resiliency. • Oversaw the Company’s long-term plan and monitored efforts to create structural cost savings and fixed cost reduction. | ||||
| CORPORATE GOVERNANCE | 2024 Proxy Statement | 25 |
Patricia F. Russo Chair Committee Members: Aneel Bhusri Joanne C. Crevoiserat Jon McNeill Patricia F. Russo Mark A. Tatum Meetings held in 2023: 4 |
| GOVERNANCE AND CORPORATE RESPONSIBILITY
• Monitors Company policies and strategies related to • Reviews the appropriate composition of the Board and recommends director nominees; • Monitors the self-evaluation process of the Board and committees; • Recommends compensation of non-employee directors to the
| ||
RECENT ACTIVITIES AND KEY FOCUS AREAS
• Recommended and oversaw implementation of “best practice” corporate governance initiatives, including reducing the Company’s threshold to call a special meeting to 15%. • Received regular updates on various aspects of the Company’s public policy advocacy workstreams and monitored the Company’s Political Action Committee priorities and its lobbying spend. • Continued oversight of the Company’s sustainability strategy and monitored progress on certain key sustainability goals, including those related to emission reductions and energy efficiency. • Oversaw the shareholder engagement program, which facilitated important feedback to the Board regarding sustainability, governance, and executive compensation issues. |
All members of the Finance Committee are non-employee directors, a majority of whom have been determined by our Board to be independent in accordance with the NYSE listing standards and our corporate governance guidelines.
Linda R. Gooden Chair Committee Members: Linda R. Gooden Joseph Jimenez Judith A. Miscik Thomas M. Schoewe Jan E. Tighe
Meetings held in | |||||
|
| RISK AND CYBERSECURITY
• Reviews the Company’s key strategic, enterprise, and cybersecurity and privacy risks; • Reviews the Company’s risk management
• Reviews the Company’s risk culture, | |||
RECENT ACTIVITIES AND KEY FOCUS AREAS
• Approved the Company’s |
“zero trust.” |
All members of the Risk Committee are non-employee directors, a majority of whom have been determined by our Board to be independent in accordance with the NYSE listing standards and our corporate governance guidelines.
| 26 | | CORPORATE GOVERNANCE |
Mary T. Barra Chair Committee Members: Mary T. Barra Wesley G. Bush Linda R. Gooden Joseph Jimenez Patricia F. Russo Thomas M. Schoewe Meetings held in 2023: 2 | EXECUTIVE Key Responsibilities: • Composed of the • Chaired by • Meets as necessary, and all actions by the Executive Committee are reported and ratified at the next succeeding Board meeting. |
| CORPORATE GOVERNANCE | | |||||||||
| 27 |
The Board and each Board Committee can select and retain the services of outside advisors at our expense.
In 2015, our Board held a total of 12 meetings, and average director attendance at Board and Committee meetings was 95 percent. Each director standing for re-election attended at least 80 percent of the total meetings of the Board and Committees on which he or she served during the periods that he or she served in 2015. Directors are expected to attend our annual meeting of shareholders, which is held in conjunction with a regularly scheduled Board meeting. All of GM’s directors standing for re-election attended the 2015 Annual Meeting.
Board and Committee Oversight of Risk
OneRole of the essential functionsBoard of our Board is oversight of management, directly and through its various Committees. Identifying and managing the risks we face is an important component of management’s responsibilities. Risks are considered in virtually every business decision and as part of the Company’s business strategy. We recognize that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve our strategic objectives.Directors
OurThe Board has overall responsibility for risk oversight with a focusand focuses on the most significant risks facing the Company. EffectiveThe Board discharges its risk managementoversight responsibilities, in part, through delegation to its committees. The Company’s risk governance is facilitated through a top-down and bottom-up communication structure, with the responsibility oftone established at the top by Ms. Barra, our Board Chair and CEO, and other members of the Company’s management, specifically the ExecutiveSenior Leadership Team. As partThe Senior Leadership Team also utilizes our Risk Advisory Council, an executive-level body with delegates from each business unit, to discuss and monitor the most significant enterprise and emerging risks in a cross-functional setting. They are tasked with championing risk management practices and integrating them into their functional or regional business units.
Role of the risk management process, eachBoard Committees
Each of the Company’s business units and functions is responsible for identifying risks that could affect achievementBoard’s committees has a critical role to play in the overall execution of business goals and strategies, assessing the likelihood and potential impact of significant risks, and prioritizing the risks and actions to be taken to mitigate such risks, as appropriate.
Our Board implements itsBoard’s risk oversight function both as a whole and through delegation to Board Committees, particularly the Risk Committee.duties. The Board receives regular reports from our managementdelegates oversight for certain risks to each committee based on particular risks within the Company, through reviewrisk categories relevant to the subject matter of the Company’s strategic plan,committee. The Risk and through regular communication with its Committees. At least annually, management provides a comprehensive report to the Board on the key strategic, operating, financial, and compliance risks facing the Company, including management’s response to managing and mitigating such risks, as appropriate.
TheCybersecurity Committee Chair of the Risk Committee coordinates with the Chairs of other Board Committees in their reviewchairs of the Company risks that have been delegated to these Committeesother committees to support them in coordinatingmanaging the relationship between risk management policies and practices and their respective oversight accountabilities. Eachresponsibilities. The Risk and Cybersecurity Committee also assists the Board by monitoring the overall effectiveness of the other Board Committees,Company’s risk management framework and processes. For example, GM’s Strategic Risk Management team conducts an annual risk assessment, which meetthe Risk and Cybersecurity Committee reviews and receives detailed management updates regularly and report back tothroughout the year.
Below is a summary of the key risk oversight responsibilities that the Board is responsible for oversight of risk management practices for categories of risks relevanthas delegated to its functions. In general, the Board Committees oversee the following risks:committees.
Audit Committee: Oversees risks related to (i) financial reporting, internal disclosure controls (including with respect to ESG issues, reporting, and disclosures), and auditing matters; and (ii) legal, regulatory, and compliance programs. |
Executive Compensation Committee: Oversees risks related to executive and employee compensation plans, including through the design of compensation plans that promote prudent risk management and do not encourage excessive risk-taking. |
| • | Finance Committee: Oversees risks related to (i) significant financial exposures and contingent liabilities of the Company; (ii) regulatory compliance of employee-defined benefit plans; and (iii) M&A activity and impacts from changes to the Company’s shareholder base. |
| 28 | | CORPORATE GOVERNANCE |
| • | Governance and Corporate Responsibility Committee: Oversees risks related to (i) public policy and political activities; (ii) director independence and related party transactions; (iii) the sustainability of our operations and products; and (iv) sustainability disclosures in consultation with the Audit Committee. |
| • | Risk and Cybersecurity Committee: Oversees risks related to the Company’s key strategic, enterprise, and cybersecurity risks, including climate change, workplace and product safety, and privacy. |
Cybersecurity Risk Oversight
Material risks from cybersecurity threats are managed across GM, GM Financial, Cruise, and third-party suppliers and vendors, and monitoring such risks and threats is integrated into the Company’s overall risk management program. In addition, the Board has assigned its Risk and Cybersecurity Committee with the specific responsibility for overseeing cybersecurity threats. The Company’s cybersecurity organization is led by the Chief Cybersecurity Officer (“CCO”), who is responsible for assessing and managing material risks from cybersecurity threats and reports to GM’s Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary, as well as to the Risk and Cybersecurity Committee. GM also has a Cybersecurity Management Board that brings together representatives from senior management across the Company’s Software and Services, Product Development, Information Technology, Manufacturing, Finance, Communications, Human Resources, Legal, and Public Policy organizations to provide guidance and monitor overall company cybersecurity risk. The Company’s cybersecurity maturity scorecard, cybersecurity threats, and certain incident information are reviewed by the CCO, the Risk and Cybersecurity Committee, and the Cybersecurity Management Board during standing meetings, as well as in impromptu sessions, when appropriate. During the reviews, various topics are discussed, which may include:
| • | implementation and maturity of the Company’s cybersecurity program, risk management framework, including cybersecurity risk policies, procedures, and governance; |
| • | cybersecurity and privacy risk, including potential impact to the Company’s employees, customers, supply chain, joint ventures, and other stakeholders; |
| • | intelligence briefings on notable cyber events; and |
| • | cybersecurity budget and resource allocation, including industry benchmarking and economic modeling of various potential cybersecurity events. |
The CCO and the Cybersecurity Management Board monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management processes described above, including through the operation of the Company’s incident response plans, which include escalation to the CCO and the Cybersecurity Management Board, as appropriate.
| CORPORATE GOVERNANCE | 2024 Proxy Statement | 29 |
Sustainability Risk Oversight
The Board oversees sustainability principles throughout the enterprise and has delegated specific oversight responsibilities to each of its committees. In 2021, the committees further incorporated sustainability responsibilities by revising their charters in recognition that sustainability risks impact all aspects of the business.
Audit Committee | • Reviews the processes and control procedures over sustainability disclosures; • Oversees the internal audit function, which includes coverage of controls around sustainability disclosures; and • Reviews and approves the annual Sustainability Report. | |
Compensation Committee | • Makes an annual determination as to whether the Company’s sustainability goals and milestones are effectively integrated into compensation programs; and • Considers shareholder feedback relative to the alignment of GM’s sustainability goals. | |
Finance Committee | • Reviews changes to our shareholder composition, including the impact of sustainability-oriented investors. | |
Governance Committee | • Oversees sustainability initiatives, strategies, and policies that have a material impact on the Company; • Conducts annual reviews of sustainability topics; • Manages the Board’s shareholder engagement program; and • Reviews and approves the annual Sustainability Report. | |
Risk and Cybersecurity Committee | • Reviews GM’s strategic, operational, and cybersecurity risks, including workplace safety, vehicle cybersecurity safety, climate change, and privacy risk; and • Considers climate change as part of its key strategic and operational risk management framework. | |
At the management level, GM’s Senior Leadership Team establishes and executes the Company’s sustainability strategy. This cross-functional group of senior leaders drives GM’s sustainability initiatives throughout the Company – from global product development, portfolio planning, manufacturing, and supply chain to human resources (including DE&I and other workforce matters), legal, compliance, social, and community impact projects.
GM’s Chief Sustainability Officer, reporting to the Executive Vice President of Global Manufacturing and Sustainability, is the enterprise-wide leader for sustainability initiatives. She develops and coordinates sustainability strategy and efforts across the Company. GM’s Chief of Diversity, Equity, and Inclusion, reporting to the Senior Vice President and Chief People Officer, is the enterprise-wide leader for DE&I initiatives. She develops and coordinates DE&I strategy and efforts across the Company.
| 30 | | CORPORATE GOVERNANCE |
The Board’s Governance Policies and Practices
Code of Conduct: “Winning with Integrity”
The Board is committed to the highest legal and ethical standards in fulfilling its responsibilities. We have adopted a code of business conduct and ethics, “Winning with Integrity,” that applies to everyone in our Company, at every level, including employees, executives, Board members and, as applicable, subsidiaries that GM controls. This Code of Conduct forms the foundation for compliance with corporate policies and procedures and creates a Company-wide focus on uncompromising integrity in every aspect of our operations. In 2024, Ethisphere recognized GM for the fifth consecutive year in a row, as one of the World’s Most Ethical Companies. This award highlights how “Winning with Integrity” embodies our expectations on a number of topics, including workplace and vehicle safety; DE&I; conflicts of interest; protection of confidential information; insider trading; competition and fair dealing; human rights; community involvement and corporate citizenship; political activities and lobbying; preservation and use of Company assets; and compliance with laws and regulations. Employees are expected to report any conduct that they believe in good faith to be an actual or apparent violation of our Code of Conduct. The Code of Conduct is available atinvestor.gm.com/governanceandsustainability.
In addition, GM’s Insider Trading Policy prohibits all GM directors and employees, including executive officers, from trading in GM securities while in possession of material non-public information about the Company, trading any GM derivatives (e.g., put or call options), engaging in short sales, or otherwise engaging in hedging activities, and pledging of GM securities.
Corporate Governance Guidelines
Our Board believes that its structureCorporate Governance Guidelines form a transparent framework for risk oversight provides for open communication between managementthe effective governance of the Company. The Corporate Governance Guidelines address matters such as the respective roles and responsibilities of the Board and management, the Board’s leadership structure, the responsibilities of the Independent Lead Director, director independence, Board membership criteria, Board committees, and Board and CEO evaluations. The Governance Committee annually reviews the Corporate Governance Guidelines and periodically recommends to the Board the adoption of amendments in response to changing regulations, evolving best practices, and shareholder concerns. No changes were made to our Corporate Governance Guidelines as a result of this review in 2023. In 2022, this review led to a number of enhancements and refinements, including, among other changes: adding context to the Board’s oversight of sustainability and risk management; clarifying that a former CEO can remain on the Board if serving as executive chair; supplementing the Board’s diversity policy and its various committees, which effectively supports management’s enterprise risk management programs. In addition, strong independent directors chairperspectives on recruitment of candidates from minority groups; adding more insight into the various committees involved in risk oversight,Board’s perspective on its retirement policy; and all directors are involveddisclosing the Governance Committee’s practice of reviewing each director’s time and availability commitments. A summary of our corporate governance best practices is discussed in the risk assessment and ongoing risk reviews.“Governance Highlights” section of this Proxy Summary.
CEO Succession Planning and Leadership Development
One of our Board’s primary responsibilities is to confirm that we have the appropriate management talent to successfully pursue our strategies. Management succession is regularly discussed by the directors with the CEO and during the Board’s executive sessions. The Board reviews candidates for all senior management positions to confirm that qualified candidates are available for all positions and that development plans are being utilized to strengthen the skills and qualifications of candidates. Our Independent Lead Director oversees the process for CEO succession planning process and leads, at least annually, the Board’s discussion of CEO succession planning. OurDuring this review, our CEO provides the Board with recommendations for, and evaluations of, potential CEO successors and reviews with the Board developmentdiscusses developmental plans for these successors. Directors engage with potential CEO candidates and senior management talent at Board and Committeecommittee meetings and in less formal settingsother forums to enable directors to personally assess candidates. The Board reviews management succession planning in the ordinary course of business as well as to conduct contingency planning in the event of an emergency or unanticipated event.
FOCUS ON NEXT-GENERATION TALENT In 2023, the Board met with over 80 Company executives during meetings and other events, which is part of the succession planning process designed to expose the Board to the next generation of leaders. For example, the Board met with top engineering talent at the historic Milford Proving Grounds in October 2023, following their opportunity to test and review the Company’s ICE and EV portfolio. |
| CORPORATE GOVERNANCE | | |||||||||
| 31 |
Board and Committee Evaluations
The Governance Committee annually reviews the form and process for Board and committee self-evaluations. The Board’s evaluation process is based on extensive benchmarking, engagement with shareholders, and internal discussion. In 2023, the self-evaluation process for the Board and its committees included (i) committee evaluations led by each Committee conductcommittee chair; (ii) interviews between the Board Chair and CEO and each director and (iii) an annual self-evaluationexecutive session of the Board to assess their effectiveness and consider opportunities for improvement. This process, overseenreview the feedback received by the Governance Committee, also assesses the qualifications, skills,Board Chair and experience of each director. As part of the evaluation process, each director completes a written questionnaire and is also interviewed by the Chairman and, if requested or needed,CEO. In addition, the Independent Lead Director met in executive session after each Board meeting without the Board Chair and CEO to gather feedback from the other non-employee directors.
The Board believes this process provides ample opportunity to provide feedback on Board, committee, and individual director performance. The Board is committed to implementing feedback from its self-evaluations. Recent examples of changes to practices include evolving the effectivenesscomposition of the Board, our Committees, and the contributions of individual directors. The resultsconducting extensive reviews of the written questionnaires are compiled anonymously byCompany’s marketing, software and digital strategies, focusing on supply chain sustainability and battery raw material costs, and prioritizing Board meetings outside Company headquarters to increase interaction with employees and experience the Corporate Secretary in the form of summaries for the full Board and each Committee. The feedback received from the questionnaires and interviews is reviewed and discussed by the Governance Committee (as it relates to both the Board and all Committees) and each other Committee (as it relates to such Committee). Following review and discussion by the Committees, the Chairman and Chair of the Governance Committee summarize the results of the evaluations and report to the full Board for discussion and action. In addition, the Chairman and, if applicable, the Independent Lead Director provides feedback from the individual director interviews to the full Board. Matters considered in evaluations include the following:Company’s transformation efforts.
The CEO reports annually toEach year, the Board regarding achievement of previously established goals and objectives.reviews the CEO’s performance against her annual strategic goals. The non-management directors, meeting separately in executive session, annually conduct a formal evaluation of the CEO, which is communicated to the CEO by the Independent Lead Director.Director and Compensation Committee Chair. The evaluation is based on both objective and subjective criteria, including, but not limited to:to, the Company’s financial performance, accomplishment of ongoing initiatives in furtherance of the Company’s long-term strategic objectives, and development of the Company’s topsenior management team.talent. The results of the evaluation are considered by the Compensation Committee in its deliberations when determining the compensation of the CEO as further described in the “Compensation Discussion and Analysis” section in this Proxy Statement.beginning on page 42.
Director Orientation and Continuing Education
All new directors participate incomplete the Company’s director orientation program which generally commences promptly afterwithin the meeting at which a new director is elected.first year of their election. The Governance Committee oversees an orientation process developed by management to familiarizeenables new directors through a review of background material and meetings with senior management,to become familiar with the Company’s business and strategic plans, significant financial matters;matters, core values including ethics,and behaviors, compliance programs, corporate governance practices;practices, and other key policies and practices. As part of the orientation, they meet individually with the Board Chair and CEO, President, General Counsel, and other key members of the Senior Leadership Team. They also attend a meeting of each Board committee at least once before being assigned to committees by the Board.
Continuing education opportunities are also provided to keep directors updated with information about the Company and its strategy, operations, products, and other matters relevant to Board service. Board members are also encouraged to visit GM facilities and dealers and attend auto shows and other key corporate and industry events to enhance their understanding of the Company and its competitors in the autoautomotive industry. AllIn addition, all directors are encouraged to attend, at our expense, director continuing education programs sponsored by governance organizations and other institutions.
In 2015, as part of the Company’s comprehensive review of its governance practices and policies, the Board adopted a written policy recommended by the Governance Committee to build upon current practices and expectations set forth in the Board’s Corporate Governance Guidelines regarding the orientation process for newly appointed directors and ongoing director education. The objective of the policy is to keep directors updated with information about the Company and its operations, corporate governance, and other matters relevant to board service. Consistent with prior practices, the Governance Committee annually reviews each director’s orientation and external education activities.
| ||||
DIRECTOR CONTINUING EDUCATION OPPORTUNITY In June 2023, the Board received a briefing from the National Counterintelligence and Security Center (“NCSC”) focused on geopolitical risk exposures in international markets, including insider threats, cyber activities, and risks in the supply chain. The Board’s discussion with the NCSC reinforced best practices for cyber health tactics and provided educational insight into mitigation strategies. |
Director Service on Other Public Company Boards
The Board recognizes that service on other public company boards provides directors valuable governance and leadership experience that benefits the Company. The Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the Company’s Board. Directors shouldare expected to advise the Chairman of the Board Chair, Independent Lead Director, or Chair of the Governance Committee Chair in advance of accepting an invitation to serve on another board of directors or any audit committee of another public companycompany’s board. This provides an opportunityallows the Governance Committee to assess the impact of the director joining another board based on various factors relevant to the specific situation, including the nature and extent of a director’s other professional obligations and the time commitment attendant torequired by the new position. DirectorsThe Governance Committee conducts an annual review of director commitment levels
| 32 | | CORPORATE GOVERNANCE |
and affirms that all directors are able to comply with the Company’s expectations on a director’s time and availability. Sometimes, for example, the Governance Committee determines that directors who are engaged in active, full-time employment for example, would have less time to devote to Boardboard service than a director who exclusively serveswhose principal occupation is serving on boards. Our Corporate Governance Guidelines provide that, without obtaining the approval of the Board:
| • | A director may not serve on the boards of more than four other public companies (excluding nonprofits and subsidiaries); and |
| • | No member of the Audit Committee may serve on more than two other public company audit committees. |
All directors are in compliance with this policy. In general,The Board also prefers that senior members of management may not serve on the board of more than one other public company or for-profit entity, and mustrequires that executive officers obtain the approval of the Governance Committee prior to accepting an invitation to serve on an outside board. At this time, all members of management are in compliance with these guidelines.
Compensation Committee Interlocks and Insider Participation
During 2015,Ms. Russo and asMessrs. Bhusri, Bush, Jimenez, and Wenig serve on the Compensation Committee. As of the date of this Proxy Statement, none of the membersno member of the Compensation Committee was or is ana GM officer or employee, of the Company, and no executive officer of the Company served or serves on thea compensation committee or board of any company that employed or employs any member of the Company’s Compensation Committee or Board.
Corporate Political Contributions and Lobbying Expenditures
Board Oversight
We participate in the legislative, regulatory, and political processes to help shape public policy that supports our industry, reflects our values and principles, and advances our vision for the future of Directors.mobility. To guide our activities and ensure compliance with applicable laws and regulations, the Board has adopted a Company Policy on Corporate Political Contributions and Expenditures (“Political Contributions Policy”).
The Governance Committee oversees the Political Contributions Policy and annually reviews the Company’s engagement in the public policy process. The Governance Committee also annually reviews all corporate political contributions, GM PAC contributions and expenditures, and the process by which such contributions and expenditures are made. GM PAC expenditures are funded entirely by voluntary director and employee contributions and are guided by a board of directors and a steering committee using defined criteria set forth in the Political Contributions Policy.
Shareholder ProtectionsManagement provides updates to the Governance Committee on a regular basis regarding the Company’s lobbying expenditures. In addition, the full Board receives frequent updates from management regarding significant global policy issues facing the Company. The Board uses this report to continuously assess which issues are most important to the Company’s long-term interests and which organizations the Company is working with to advance those interests.
Transparency and Disclosure
Our Board is committed to governanceTo promote political transparency and accountability, GM publishes an annual voluntary report of political contributions. In addition, GM files publicly available federal Lobbying Disclosure Act reports each quarter, which disclose GM’s lobbying expenditures, describe the legislative issues on which we have lobbied, and identify the individuals who lobbied on behalf of GM. GM also files similar periodic reports with state agencies. For the sixth consecutive year, the Center for Political Accountability’s Zicklin Index of Corporate Political Disclosure and Accountability, which benchmarks the political disclosure and accountability policies and practices that increase shareholder valueof leading U.S. public companies, recognized the quality of our disclosures and protect important shareholder rights. Our Governance Committee regularly reviews these policiesranked GM among the First Tier of S&P 500 companies, and practices. AmongGM received a recognition as a top tier “trendsetter” for the policiessecond consecutive year. You can view our 2023 U.S. Political Engagement Overview, Priorities, and practices the Board believes demonstrate the Company’s commitment to protecting shareholder rights are:Trade Association Disclosures on our website at investor.gm.com/governanceandsustainability.
REPORTING ON GM’S SUSTAINABILITY ADVOCACY In 2023, the | |
Shareholder Communication With the Board
Shareholders and other interested parties may contact our Board as a whole, the non-management directors as a group, any Board Committee, the Chairman of the Board, the Lead Director, or any director by using contact information provided on our website atwww.gm.com/investor, under “Corporate Governance.”
| CORPORATE GOVERNANCE | | |||||||||
| 33 |
Certain Relationships and Related Party Transactions
Our policy is thatCode of Conduct requires all of our employees and directors mustto avoid any activity that is in conflict with our business interests. OurIn addition, the Board of Directors has adopted a Related Party Transaction Policy regarding the review and approval of related party transactions, which was most recently updated in December 2021.
Under the Related Party Transactions Policy, which is administered by our Governance Committee, directors and executive officers must report any potential related party transactions on an annual basis (including transactions involving immediate family members) to the General Counsel to determine whether the transaction constitutes a written policy regardingrelated party transaction. If any member of the reviewGovernance Committee has a potential interest in any related party transaction, such member is recused and will abstain from voting on the approval or ratification of “relatedthe related party transactions.” transaction.
For purposes of our Related Party Transactions Policy, a related party transactions aretransaction includes transactions in which our Company (or a subsidiary) is a participant, the amount involved exceeds $120,000, and a “related party”the related party has or will have a direct or an indirect material interest. Related parties of our Company consist of directors (including nominees for election as directors), executive officers, shareholders beneficially owning more than 5 percent of the Company’s voting securities, (“Significant Shareholders”), and the immediate family members of these individuals.
During 2015, Once a potential related party transaction has been identified, the Governance Committee reviewedreviews all of the relevant facts and revisedcircumstances and approves or disapproves entry into the Related Party Transactions Policy to provide thattransaction. As required under SEC rules, we disclose all related party transactions be referredannually in our proxy statement, even in cases when the arrangements predate a relationship with the director or predate the director’s relationship with the Company. When a transaction is ongoing, the transactions are still reviewed annually for reasonableness and fairness to the Governance Committee for review and approval or ratification. Previously, related party transactions involving executive officers other than the CEO or the General Counsel and their immediate family members were referred to the General Counsel for review and approval or ratification.Company.
Each director and executive officer is responsible for providing written notice to the General Counsel of any potential related party transaction involving him or her or his or her immediate family member, including any additional information about the transaction that the General Counsel or Corporate Secretary may reasonably request for review by the Governance Committee. The Governance Committee will determine whether the transaction does,Factors Used in fact, constitute a related party transaction requiring compliance with this policy, in consultation with the General Counsel or Corporate Secretary and outside counsel, as appropriate.
In addition, each director and executive officer is required to complete an annual questionnaire that requests information about their immediate family members and any current, past, and proposed related party transactions. This questionnaire also includes a reminder of each directors’ obligations under theAssessing Related Party Transactions Policy.
To review a related party transaction, the Governance Committee will be provided with all relevant material information of the related party transaction, including the terms of the transaction, the business purpose of the transaction, the benefits to the Company and to the related party, and any other relevant matters. In determining whether to approve or ratify a related party transaction, the Governance Committee will consider the following factors, among others, to the extent they are relevant to the related party transaction:
| • | Whether the terms of the related party transaction are fair to the Company and |
| • | Whether there are any compelling business reasons for the Company to enter into the related party transaction and the nature of alternative transactions, if any; |
| • | Whether grants or contributions made by the Company under one of its grant programs are in accordance with the Company’s corporate contribution guidelines; |
| • | Whether the related party transaction would impair the independence of an otherwise independent director; and |
| • | ||
| Whether the related party transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the |
2023 Related Party Transactions
The Governance Committee in its discretion may refer any transaction to the Board for review and approvalIn 2023, two holders of 5 percent or ratification. Any membermore of the Governance Committee whoCompany’s common stock (BlackRock, Inc. and The Vanguard Group) provided investment management services to Company-sponsored pension plans. In addition, in 2022, GM entered into a real estate contract for design studio space in the United Kingdom that is owned by a subsidiary of BlackRock. The contract value is under $5 million for the duration of the ten-year lease.
The SEC has a potential interest in anyidentified employment of immediate family members of directors and executive officers as per-se related party transaction will recuse himselftransactions and subject to disclosure if the $120,000 threshold is met. In 2023, the following immediate family members of executive officers were employed by General Motors or herselfits subsidiaries and abstain from voting onhad total compensation in excess of $120,000: the approval or ratificationdaughter of Mark L. Reuss, our President, is employed by GM in the related party transaction, butMarketing organization; and the son of Craig B. Glidden, our Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary, is employed by GM Cruise Holdings LLC, the Company’s majority owned subsidiary. The compensation of these individuals is comparable to other employees at a similar level.
NEOs may participate in all or a portion ofbe eligible to reimburse personal travel expenses pursuant to time-sharing agreements that the Governance Committee’s discussions of the related party transaction, if requested by the Chair of the Governance Committee.
In any case where the Governance Committee determines not to ratify a related party transaction that has been commenced without approval, the Governance CommitteeCompany may direct additional actions, including, but not limited to, immediate discontinuation or rescission of the transaction or modification of the transaction to make it acceptable for ratification. The Governance Committee has authority to oversee our Related Party Transactions Policy and to amend itenter into from time to time.time, subject to Federal Aviation Administration regulations. In addition,2023, pursuant to such an agreement, Mr. Reuss reimbursed the Governance Committee is responsibleCompany $159,413 for annually reviewing the independencehis personal use of each directorcorporate aircraft, including certain taxes. For additional information about NEO’s personal use of corporate aircraft, see page 52 under “Perquisites and the appropriateness of any potential related party transaction and related issues. Our Related Party Transactions Policy is available on our website atwww.gm.com/investor, under “Corporate Governance.Other Compensation.”
As required under SEC rules, we will disclose all related party transactions in our Proxy Statement. No reportable transactions have occurred since January 1, 2015, or are currently proposed.
Our Board believes that fostering long-term and enterprise-wide relationships with our shareholders and maintaining their trust and goodwill is a core GM objective. And to demonstrate its openness to investor feedback and input, our Board recently adopted a Director-Shareholder Engagement Policy, which contemplates both proactive engagement, in
| 34 | | |||||||
| CORPORATE GOVERNANCE |
which shareholders are identified by the Board for selective engagement, and reactive engagement, with shareholders that seek to provide input to the Board and executive management on various matters. Through this process, GM conducts engagements with key shareholders. These engagements routinely cover governance, compensation, environmental, social, and other current and emerging issues so that the Board and management understand and address the issues that are important to our shareholders.
Since GM’s last Annual Meeting, members of the Board and management have conducted engagements with shareholders representing more than 45 percent of the Company’s outstanding shares. In addition, our management team engaged with shareholders who submitted proposals for inclusion in this Proxy Statement to discuss their concerns and areas of agreement and disagreement. The Company gained valuable feedback during these engagements, and this feedback was shared with the Board and its relevant Committees.[THIS PAGE INTENTIONALLY LEFT BLANK]
Security Ownership Information
We have a long-standing commitment to our shareholders and communities to operate in an environmentally and socially responsible manner. We continue to take action to reduce our global carbon footprint, optimize the efficiency and safety of our workplace, support our customers in reducing their own environmental footprints, and encourage our suppliers to act in more sustainable ways. To do this, we provide solutions all over the world in the form of improved and new types of products, innovation for existing products and services, and advanced technologies.
Placing the customer at the center of all we do extends to both how we build our products and how we serve and improve our communities. When it comes to sustainability, we pursue outcomes that create value for all of our stakeholders.
Our sustainability strategy is aligned to our business practices and emphasizes:
Some of our 2015 accomplishments include:
To learn more about sustainability at GM and how we, together with our customers and shareholders, are making a difference, please access our Sustainability Report athttp://www.gmsustainability.com.
Our Board has adopted a U.S. Corporate Political Contributions and Expenditures Policy (“Political Contributions Policy”). The Political Contributions Policy, together with other policies and procedures of the Company, guides GM’s approach to political contributions. We participate in the political process to help shape public policy and address legislation that impacts GM, our industry, and our shareholders. GM has a history of supporting and will continue to support public policies that work to drive or are necessary to furthering the achievement of our long-term, sustainable growth. As specified in its Charter, the Governance Committee oversees this policy and annually reviews the Company’s engagement in the public policy process. The Committee also annually reviews all corporate political contributions as well as GM Political Action Committee (“GM PAC”) contributions and expenditures (which are funded entirely by voluntary employee contributions). In keeping with our goal of transparency, our U.S. Corporate Political Contributions and Expenditures Policy and our annual voluntary report of U.S. political contributions are available on our website atwww.gm.com/investor, under “Corporate Governance.” The report includes information about contributions to political organizations known as “section 527 organizations;” corporate contributions to individual candidates for state and local office; and portions of dues or similar payments to trade associations and social welfare organizations, to the extent the dues or other payments equal or exceed $50,000 and are attributable to political purposes. In addition, a link to the Federal Election Commission website is provided, which details employee contributions to the federal GM PAC and the GM PAC’s contributions to candidates, party committees, and other PACs.
| ||||
SECURITY OWNERSHIP INFORMATION
Security Ownership of Directors, Named Executive Officers, and Certain Other Beneficial Owners
The following table and accompanying footnotes show information regarding the beneficial ownership as of April 1, 2016, of ourGM’s issued and outstanding common stock by (i) each director, each nominee for election to the Board, each NEO,of our directors and NEOs, and all directors and executive officers as a group, is shownin each case as of March 31, 2024, and (ii) each person known by us to beneficially own more than 5 percent of our issued and outstanding common stock as of the dates indicated in the following tables, as well as ownership of Deferred Share Units and Deferred Salary Stock Units. Each of the individuals listed in the following tables owns less than 1 percent of the outstanding shares of our common stock; allfootnotes. All directors and executive officers as a group own less than 1 percent of the outstanding shares. The persons named have provided this information to us,sole voting and we have no reason to believe it is not accurate. Nonedispositive power over their shares, and none of the shares shown in the following tables as beneficially owned by directors and executive officers is hedged orare pledged as security for any obligation. The Percentage of Outstanding Shares is based on 1,145,938,628 shares issued and outstanding as of April 1, 2024.
Non-Employee Directors
| Shares of Common | ||||||||
| Stock Beneficially | Deferred Share | |||||||
| Director | Owned | Units(1) | ||||||
| Joseph J. Ashton | 500 | 8,307 | ||||||
| Stephen J. Girsky(2) | 10,300 | 5,326 | ||||||
| Linda R. Gooden | 1,000 | 3,426 | ||||||
| Joseph Jimenez | 32,330 | 4,510 | ||||||
| Kathryn V. Marinello | 800 | 36,891 | ||||||
| Jane L. Mendillo | — | — | ||||||
| Michael G. Mullen | 750 | 9,741 | ||||||
| James J. Mulva | 28,343 | 26,006 | ||||||
| Patricia F. Russo | 2,300 | 18,449 | ||||||
| Thomas M. Schoewe | 7,645 | 15,495 | ||||||
| Theodore M. Solso | 5,000 | 34,534 | ||||||
| Carol M. Stephenson | 800 | 35,021 | ||||||
Name | Shares of Common Stock Beneficially Owned | Percentage of Outstanding Shares | ||||||
Non-Employee Directors(1) | ||||||||
Aneel Bhusri | 47,646 | (2) | * | |||||
Wesley G. Bush | 20,000 | (2),(3) | * | |||||
Joanne C. Crevoiserat | — | (2) | * | |||||
Linda R. Gooden | 1,000 | (2) | * | |||||
Joseph Jimenez | 32,330 | (2),(4) | * | |||||
Jonathan McNeill | — | (2) | * | |||||
Judith A. Miscik | — | (2) | * | |||||
Patricia F. Russo | 31,000 | (2) | * | |||||
Thomas M. Schoewe | 22,005 | (2) | * | |||||
Mark A. Tatum | — | (2) | * | |||||
Jan E. Tighe | — | (2) | * | |||||
Devin N. Wenig | — | (2) | * | |||||
Named Executive Officers(1) | ||||||||
Mary T. Barra | 4,674,779 | (5),(6) | * | |||||
Paul A. Jacobson | 520,675 | (5) | * | |||||
Mark L. Reuss | 1,261,061 | (5) | * | |||||
Michael Abbott | 74,284 | (5) | * | |||||
Craig B. Glidden | 700,574 | (5) | * | |||||
All Directors and Executive Officers as a Group (21 persons), including the foregoing | 8,197,706 | (7) | * | |||||
Certain Other Beneficial Owners(8) | ||||||||
BlackRock, Inc.(9) | 136,950,373 | 12% | ||||||
The Vanguard Group(10) | 111,623,432 | 9.7% | ||||||
Less than 1 percent. |
| (1) | c/o General Motors Company, 300 Renaissance Center, Detroit, Michigan 48265. |
| (2) | These amounts represent common stock only and do not include DSUs, which are unit equivalents of our common |
Named Executive Officers and All Directors and Executive Officers as a Group
| Shares of Common Stock | Deferred Salary | |||||||
| Name | Beneficially Owned(1) | Stock Units(2) | ||||||
| Mary T. Barra | 117,478 | 19,493 | ||||||
| Charles K. Stevens, III | 46,942 | 343 | ||||||
| Daniel Ammann | 173,850 | 19,391 | ||||||
| Mark L. Reuss | 67,630 | 16,542 | ||||||
| Craig B. Glidden | 21,217 | — | ||||||
| All Directors and Executive Officers as a Group (26 persons, including the foregoing) | 651,544 | 313,443 | ||||||
These shares are held | |
| (4) | | |||
This amount includes 330 shares of common stock that Mr. Jimenez holds indirectly through a limited liability company owned but not managed by him. |
| (5) | These amounts include shares that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of April 1, 2024, as follows: 2,782,914 shares for Ms. Barra; 222,667 shares for Mr. Jacobson; 842,367 shares for Mr. Reuss; 0 shares for Mr. Abbott; and 430,067 shares for Mr. Glidden. |
This amount includes 385,000 shares that are held indirectly in the Mary T. Barra Grantor Retained Annuity Trust Agreement #2 and the Mary T. Barra Grantor Retained Annuity Trust Agreement #3. |
| (7) | This amount includes shares that individuals in the group may acquire upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of April 1, 2024. |
| (8) | The Company is permitted to |
Certain Beneficial Owners
The beneficial ownership, as of April 1, 2016, of our common stock by each person or group of persons who is known to be the beneficial owner of more than 5 percent of our outstanding shares of common stock on a fully-diluted basis is shown in the following table.
| Percent of | ||||||
| Number of | Outstanding | |||||
| Name and Address of Beneficial Owner of Common Stock | Shares(1) | Shares(1) | ||||
| UAW Retiree Medical Benefits Trust, as advised by its fiduciary and investment advisor Brock Fiduciary Services LLC 200 Walker Street Detroit, MI 48207 | 140,150,000 | 9.1 | % | |||
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 82,980,517 | 5.4 | % | |||
| Harris Associates L.P. 111 S. Wacker Drive, Suite 4600 Chicago, IL 60606 | 81,083,512 | 5.3 | % | |||
| 36 | | SECURITY OWNERSHIP INFORMATION |
| (9) | Based solely on information set forth in a Schedule 13G/A filed with the SEC on January 24, 2024, BlackRock, Inc., reported that it and its subsidiaries listed on Exhibit A to Schedule 13G/A were the beneficial owners of 136,950,373 shares of GM’s outstanding common stock as of December 31, 2023. BlackRock reported having sole voting power over 122,179,856 shares and sole dispositive power over 136,950,373 shares. No shared voting or dispositive powers were reported. The address for BlackRock, Inc., is 55 East 52nd Street, New York, New York 10055. |
| (10) | Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group reported that it was the beneficial owner of 111,623,432 shares of GM’s outstanding common stock as of December 31, 2023. The Vanguard Group reported |
| SECURITY OWNERSHIP INFORMATION | 2024 Proxy Statement | 37 |
| Sole Dispositive | Shared Dispositive | ||||||||||||
| Entity/ Filing | Sole Voting Power | Shared Voting Power | Power | Power | |||||||||
| UAW Retiree Medical Benefits Trust (Sch. 13G, filed Feb. 11, 2014) | — | 140,150,000 | — | 140,150,000 | |||||||||
| The Vanguard Group (Sch. 13G, filed Feb. 10, 2016) | 2,652,087 | 143,100 | 80,200,015 | 2,780,502 | |||||||||
| Harris Associates L.P. (Sch. 13G, filed Feb. 10, 2016) | 70,226,598 | — | 70,226,598 | — | |||||||||
ITEM NO. 2:
Stockholders AgreementProposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2024
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the Company’s independent registered public accounting firm retained to audit the Company’s consolidated financial statements and internal control over financial reporting. The Audit Committee also oversees the rotation of the independent registered public accounting firm’s lead audit partner and is involved in the selection and approval of the lead audit partner. The lead audit partner rotates every five years in accordance with regulatory requirements. The Audit Committee evaluates the selection of the Company’s independent auditors each year and determines whether to re-engage the current independent auditors or consider other firms. Following this process, the Audit Committee made the determination to re-engage Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024.
PursuantCriteria for Re-Engaging EY.EY has served as the Company’s independent registered public accounting firm since 2017 when the Audit Committee selected the firm as part of a competitive and comprehensive request for proposal process. Through this process, the Audit Committee evaluated firms based on several key factors, including audit quality; the benefits of tenure versus fresh perspective; cultural fit and business acumen; innovation and technology; auditor independence; and the appropriateness of fees relative to both efficiency and audit quality. These critical factors continue to drive the Audit Committee’s priorities with respect to the Stockholders Agreement dated October 15, 2009, betweenselection and retention of the Company andCompany’s independent auditors. Based on its annual review, the UAW Retiree Medical Benefits Trust (the “VEBA Trust”),Audit Committee believes that the VEBA Trust will vote its sharescontinued retention of EY as our independent auditors is in the best interests of our common stock on each matter presented to the shareholders at the Annual Meeting in the same proportionate manner as the holdersshareholders.
Shareholder Ratification of our common stock other than our directors and executive officers. The VEBA Trust will be subject to the termsOur Selection of the Stockholders Agreement until it beneficially owns less than 2 percent of the shares of our common stock then issued and outstanding.
Section 16(a) Beneficial Ownership Reporting Compliance
Federal securities laws require that our directors and executive officers and shareholders that own more than 10 percent of our common stock report to the SEC and the Company certain changes in ownership and ownership information within specified periods. EY.As a matter of practice,good corporate governance, the Company’s administrative staff assistsBoard submits the selection of the independent auditors to our directorsshareholders for ratification. If shareholders do not ratify the selection of EY, the Audit Committee will reconsider whether to engage EY, but may ultimately determine to engage EY or another audit firm without resubmitting the matter to shareholders. Even if the shareholders ratify the selection of EY, the Audit Committee may, in its sole discretion, terminate the engagement of EY and executive officers in preparing initial reportsdirect the appointment of ownershipanother independent registered public accounting firm at any time during the year, although it has no current intention to do so.
We Expect EY to Attend Our Annual Meeting.We expect that representatives of EY will be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and reportsare expected to be available to respond to appropriate questions from shareholders.
For additional information concerning the Audit Committee and its activities with EY, see the “Audit Committee Report” below.
| The Board recommends a vote FOR the proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024. | |
38 | | ITEM NO. 2: PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 |
Audit Committee Report
The Audit Committee of changes in ownershipthe Board of Directors of General Motors Company is a standing committee composed of six independent directors: Thomas M. Schoewe (Chair), Wesley G. Bush, Joanne C. Crevoiserat, Linda R. Gooden, Mark A. Tatum, and files those reports on their behalf. Based solelyJan E. Tighe.
REASONS FOR SELECTION TO THE AUDIT COMMITTEE | FINANCIAL LITERACY AND EXPERTISE | |||
When selecting directors to serve on the Audit Committee, the Governance Committee and Board of Directors consider, among other factors: independence, financial literacy and expertise, and individual skills. | The Board has determined that all members of the Audit Committee meet heightened independence and qualification criteria and are financially literate in accordance with the NYSE Corporate Governance Standards and SEC rules, and that Messrs. Schoewe and Bush and Mses. Crevoiserat and Gooden are each qualified as an “audit committee financial expert” as defined by the SEC. |
Purpose
The Audit Committee’s core purpose is to assist the reports receivedBoard by us or filed with the SEC and upon information furnished by these people, we believe that all such persons complied with all applicable filing requirements during 2015 with one exception. In May 2015, Mr. Mulva made a filing on Form 4 to report an open market acquisition of shares of common stock. Mr. Mulva timely reported the acquisition to the Company; however, due to an administrative error by the Company, the filing was late.providing oversight of:
| ||||
Compensation Discussion and Analysis (CD&A)
GM’s financial statements;
Defined terms:
| ||||
In 2015, we continued progress toward our goal of making GM the most valued automotive company for our shareholders:
 | The effectiveness of GM’s financial reporting process and |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| • | The qualifications, performance, and independence of GM’s external auditors and their audit process; |
| • | The scope and performance of GM’s internal audit function; and |
| • | GM’s policies and procedures regarding compliance, ethics, and legal risk, including the standards of business conduct as embodied in GM’s code of conduct. |
The Audit Committee operates under a written charter adopted by the Audit Committee and approved by the Board of Directors, which may be found on our website at investor.gm.com/governanceandsustainability. The Audit Committee’s charter is reviewed at least once annually and is updated as necessary to address changes in regulatory requirements, authoritative guidance, evolving best practices, and shareholder feedback.
Management is responsible for the Company’s internal control over financial reporting and the financial reporting process, and has delivered its opinion on the effectiveness of the Company’s controls. EY is responsible for performing an independent audit of the Company’s consolidated financial statements and opining on the effectiveness of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing its reports thereon. As provided in its charter, the Audit Committee’s responsibilities include monitoring and overseeing these processes.
Required Disclosures
In 2023, the Audit Committee met eight times and fulfilled all of its core charter obligations. Consistent with its charter responsibilities, the Audit Committee met and held discussions with management and EY regarding the Company’s audited financial statements and internal controls for the year ended December 31, 2023. In this context, management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee reviewed and discussed the consolidated financial statements with management and EY and further discussed with EY the matters required to be discussed by the requirements of the PCAOB and the SEC. This review included a discussion with management and EY of the quality, not merely the acceptability, of GM’s accounting principles, the reasonableness of significant estimates and judgments, and the clarity of disclosure in GM’s financial statements, including the disclosures related to critical accounting estimates and critical audit matters. EY also provided to the Audit Committee the written communications as required by the applicable PCAOB standards concerning independence, and the Audit Committee discussed with EY the auditor’s independence. The Audit Committee also considered and determined that the non-audit services provided to GM were permissible under the applicable independence rules. The Audit Committee concluded that EY was independent from the Company and management.
For additional information about GM’s policies and procedures related to the approval of EY’s audit and non-audit services, see “Policy for Approval of Audit and Permitted Non-Audit Services” on page 40.
| AUDIT COMMITTEE REPORT | 2024 Proxy Statement | 39 |
Recommendation
Based upon the Audit Committee’s discussions with management and EY as described in this report and the Audit Committee’s review of the representations of management and the reports of EY to the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on January 30, 2024.
| Audit Committee | ||
Thomas M. Schoewe (Chair) Wesley G. Bush Joanne C. Crevoiserat | Linda R. Gooden Mark A. Tatum Jan E. Tighe | |
The preceding Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement or any portion hereof into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed thereunder.
Fees Paid to Independent Registered Public Accounting Firm
The following table summarizes the fees for professional services provided by EY for the audit of GM’s annual financial statements and internal control over financial reporting for the years ended December 31, 2023 and 2022, together with the fees billed for other services rendered by EY during these periods. The numbers in the table below may not sum due to rounding.
Type of Fees | 2023 ($ in millions) | 2022 ($ in millions) | ||||||
Audit | 23 | 21 | ||||||
Audit-Related | 5 | 5 | ||||||
Tax | 1 | 2 | ||||||
Subtotal | 30 | 27 | ||||||
All Other Services | 2 | 2 | ||||||
TOTAL | 31 | 29 | ||||||
Audit Fees– Includes fees for the integrated audit of the Company’s annual consolidated financial statements and internal control over financial reporting, including reviews of the interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q and audits of statutory financial statements.
Audit-Related Fees– Includes fees for assurance and related services that are traditionally performed by the independent registered public accounting firm. More specifically, these services include employee benefit plan audits, comfort letters in connection with financing transactions, financial due diligence, other attestation services, and consultations concerning financial accounting and reporting standards.
Tax Fees– Includes fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refunds. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.
All Other Fees– Includes fees for services that are not contained in the above categories and consists of permissible advisory services.
Policy for Approval of Audit and Permitted Non-Audit Services
The services performed by EY in 2023 were pre-approved in accordance with the pre-approval policy and procedures established by the Audit Committee. This policy requires that, prior to the provision of services by the auditor, the Audit Committee will be presented, for consideration, with a description of the types of Audit-Related, Tax, and All Other Services expected to be performed by the auditor during the fiscal year, with amounts budgeted for each category. Subject to these pre-approved budgets, any requests for individual services falling within these categories for less than $1 million may be approved by management, while any such requests for $1 million or more not specifically contemplated and approved by the Audit Committee must be submitted to the Audit Committee Chair for pre-approval and must be reported to the full Audit Committee at its next regularly scheduled meeting. Management must report actual spending for each category to the full Audit Committee periodically throughout the year.
These services are actively monitored (both spending and work content) by the Audit Committee to maintain the appropriate objectivity and independence in EY’s core work, which is the audit of the Company’s annual consolidated financial statements and internal control over financial reporting. The Audit Committee determined that all services provided by EY in 2023 were permissible under applicable independence rules.
| 40 | | AUDIT COMMITTEE REPORT |
ITEM NO. 3:
Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation
Executive compensation is an important matter for our shareholders. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide you with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC (sometimes referred to as “Say-on-Pay”). The Board has adopted a policy providing for an annual Say-on-Pay advisory vote.
The Compensation Committee has approved the compensation arrangements for our NEOs described in the Compensation Discussion and Analysis section beginning on page 42 and the accompanying executive compensation tables beginning on page 66. We urge you to read the Compensation Discussion and Analysis for a more complete understanding of our executive compensation plans, including our compensation principles, our objectives, and the 2023 compensation of our NEOs.
We are asking shareholders to vote in favor of the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, executive compensation tables, and the related narrative discussion, is hereby APPROVED.
Although the vote on this item is non-binding, the Board and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for NEOs.
The next Say-on-Pay vote will occur at our 2025 annual meeting and the next advisory vote on the frequency of future Say-on-Pay votes will occur at our 2026 annual meeting.
| The Board recommends a vote FOR the advisory proposal to approve named executive officer compensation. | |
ITEM NO. 3: PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION | 2024 Proxy Statement | 41 |
Compensation Discussion and Analysis
Dear Shareholders:
GM delivered strong financial performance in 2023 and continued to lead the industry in total U.S. sales. All of our brands grew their sales year-over-year, we maintained portfolio leadership in ICE vehicles, and we generated record revenue while maintaining healthy margins. We returned significant cash to shareholders through dividends and the implementation of a $10 billion accelerated share repurchase program. The score for the 2023 annual short-term incentive plan (the “STIP”) reflected these financial results, with an above-target payout of 125%. At the same time, the Company underperformed relative to its commitments on its transformation journey in 2023, particularly with EV production and AV technology. This was reflected in the Company’s stock price, the value of the stock options held by executives, and also in the below-target payout of 74% for the Performance Share Units (“PSUs”) that vested this year. The PSUs represent the largest compensation component for the NEOs. We believe these outcomes demonstrate that our incentive plans operate effectively to appropriately reward both annual and long-term performance.
The Compensation Discussion and Analysis that follows describes a strong alignment between the Company’s demonstrated performance and compensation outcomes for each NEO. Each year, the Compensation Committee performs a comprehensive compensation assessment for its senior executives. The Company has delivered on its commitments to shareholders quarter-after-quarter while heavily investing in new technologies that we see as the drivers of future growth. Our extraordinary CEO and leadership team are leading a historic transformation of the Company and the industry. For 2024, we have held Ms. Barra’s target compensation at the same level as 2023 and 2022, respectively, reflecting the Committee’s view that her compensation is appropriately positioned. We also view Mr. Reuss’ target compensation as appropriately positioned and have held his 2024 target compensation at the 2023 level. Our assessments also resulted in changes to target compensation levels for the other NEOs.
As stated in the Board’s letter to shareholders beginning on page ii of this Proxy Statement, GM’s priorities are clear: to further optimize our winning ICE portfolio, grow our EV business profitably, deliver software and services that create customer value, and develop safe autonomous vehicle technology – all while maintaining our commitments to culture, safety, and a leading customer experience. With these priorities in mind, the Compensation Committee has made several key enhancements to our 2024 compensation plans that will drive execution and increase shareholder value by holding the management team and the broader workforce accountable for their performance against specific, near-term strategic goals. The plan enhancements include:
| • | Our STIP performance measures will continue to link to the Company’s annual financial goals and will be supplemented with strategic goals representing critical milestones that the Company needs to achieve in 2024. While EBIT-adjusted and AAFCF will remain the primary financial performance measures under the 2024 STIP, the plan will also incorporate specific performance measures mapped to our four strategic areas of focus (i.e., ICE, EV, AV, and Software and Services). This alignment in metrics for variable compensation will apply to all GM salaried employees and incentivize them to execute with greater accountability and a broader enterprise perspective. |
| • | Our LTIP performance measures will continue to focus on creating long-term shareholder value and Company profitability, while increasing the focus on cash generation. Our new LTIP measures will include a performance measure mix of Cumulative Adjusted Automotive Operating Cash Flow, EBIT-adjusted Margin, and Relative TSR. These metrics directly link our leaders to our long-term transformation strategy and share price performance. |
| • | To remain competitive in acquiring the talent we need and to efficiently utilize the shares available in the equity plan, our new LTIP structure will now incorporate RSUs in lieu of stock options, while retaining at risk compensation with PSUs representing 75% of each LTIP grant. |
The Compensation Committee looks forward to your ongoing feedback. Our objective remains aligning our executive compensation program with shareholders’ interests, encouraging management to make decisions that result in long-term value creation, and attracting and retaining the talent required to drive the Company towards our four key strategic goals during this critical and transformative time.
Sincerely,
|
| |
| Wesley G. Bush | ||
| Compensation Committee Chair |
| 42 | | COMPENSATION DISCUSSION AND ANALYSIS |
Our Company Performance
Consistently Delivering Strong Results
“General Motors is building on a foundation of products that our customers love. We have an unmatched ICE portfolio in North America, rising EV production on the Ultium platform and GM Financial continues to perform well. Everyone on the team is focused on strong execution to sustain our momentum and create shareholder value, and we plan to hold ourselves accountable for doing exactly that.”
- Mary T. Barra, Chair and CEO
Optimizing Our Core Business To Continue Investing In Our Future
Creating An Even Stronger GM
| Delivered strong financial performance by optimizing the core business, enabling continued investments in future growth and returning cash to shareholders | |
| Developed a more resilient, North American-focused EV supply chain ecosystem, including reaching full production at our first joint venture battery cell plant in the U.S. | |
| Created a new organization led by proven tech innovators focused on executing software-defined vehicle technology to enhance the customer experience | |
Building Vehicles Customers Love
Earned #1 manufacturer in initial quality*, led in sales satisfaction (Buick)* and achieved U.S. market leadership in total sales, truck sales, full-size pickup sales, full-size SUV sales and affordable SUV sales
*2023 J.D. Power U.S. Initial Quality Study; 2023 J.D. Power U.S. Sales Satisfaction Index Study
Increased total company revenue 10% year-over-year and gained total U.S. market share with incentives more than 20% lower than the industry average
Grew U.S. EV sales 93% with a record year for the Chevrolet Bolt EV and EUV, and continued to expand in EVs with launches of the Chevrolet Silverado EV Work Truck and Chevrolet Blazer EV
2023 Financial Highlights
| $171.8B | $10.1B | 5.9% | $7.32 | |||
| Revenue | Net Income Attributable to Stockholders | Net Income Margin | EPS-Diluted | |||
| 16.4% | $12.4B | 7.2% | $7.68 | |||
| ROIC-adjusted(1) | EBIT-adjusted(1) | EBIT-adjusted(1) margin | EPS-diluted-adjusted(1) | |||
| (1) | Non-GAAP financial measure. Refer to |
| COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 43 |
Executing on Our Vision
 | Achieved strong financial performance with total company revenue growth of 10% year-over-year, full-year net income attributable to stockholders of $10.1 billion and EBIT-adjusted of $12.4 billion | |
| Generated robust cash flow, which enabled a significant amount of cash to be returned to shareholders, including a $10.0 billion accelerated share repurchase program and a 33% increase in the stock dividend starting in 2024 | |
 | Continued strong performance by GM Financial, which generated EBT-adjusted of $3.0 billion and paid $1.8 billion in dividends to GM | |
 | GM International delivered $1.2 billion in EBIT-adjusted profit, driven by key new vehicle launches such as the Chevrolet Montana and Chevrolet Trax | |
| Negotiated new labor agreements in the U.S., Canada and South Korea with significant wage increases for employees | |
| Initiated a $2.0 billion fixed and variable cost reduction program enabling the Company to continue to achieve strong profitability and ongoing investments in future growth | |
| Ranked as the #1 manufacturer on J.D. Power’s Initial Quality Study for the consecutive year | |
| Continued to enhance our portfolio of vehicles customers love, including the Chevrolet Colorado (2024 MotorTrend Truck of the Year), Chevrolet Blazer EV (2024 MotorTrend SUV of the Year), Chevrolet Trax (Car and Driver’s 10Best Trucks and SUVs), Chevrolet Corvette E-Ray and Stingray, Cadillac CT4-V Blackwing and CT5-V Blackwing (Car and Driver’s 10Best Cars) | |
 | Led the U.S. industry in total truck sales for the 23rd consecutive year, in full-size pickups for the 4th consecutive year and in full-size SUVs for the 49th consecutive year | |
 | Delivered more than 1 million crossovers and became the new leader in affordable small SUVs, driven by the best-ever full-year sales of the new Chevrolet Trax and Buick Envista | |
| Continued GM’s expansion in EVs with a 93% increase in U.S. EV sales in 2023 | |
 | Reached full production at the first joint venture U.S. battery cell plant in Ohio | |
 | Generated record combined sales of the Chevrolet Bolt EUV and Bolt EV | |
 | Ranked highest among all brands in J.D. Power Sales Satisfaction Index for the consecutive year, became the fastest-growing mainstream brand in the industry and began sales of the all-new Buick Envista | |
 | Achieved best total sales since 2019, led the full-size pickup truck segment with record average transaction prices of the GMC Sierra, and continued to increase production and deliveries of the GMC HUMMER EV Pickup and SUV | |
 | Achieved best total sales since 2019 and record sales of the Cadillac CT5, Cadillac Escalade, and V-Series and Blackwing lineup, and continued to increase production and deliveries of the Cadillac LYRIQ | |
 | Led the industry in commercial fleet deliveries, and increased total fleet and commercial sales 20% year-over-year | |
Represents Sustainability Results
We launched 25 vehicles across the globe in 2015, including some of the key vehicles below:
| 44 | | COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Overview
Our Named Executive Officers
Mary T. Barra |  | Chair and Chief Executive Officer |
 |
Paul A. Jacobson Executive Vice President | |
 | ||
Mark L. Reuss President |
Michael Abbott Executive Vice President, | |||||
Craig B. Glidden |  | Executive Vice President, | |||
| ||||
We endedPositions as of December 31, 2023. As described on page 60, Mr. Abbott resigned from the year with the following key financial results:Company effective April 2, 2024.
WHAT WE DO | ||
✓Provide | ||
✓Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant | ||
✓ Require stock ownership | ||
✓ Engage with shareholders and | ||
✓Maintain | ||
✓Require equity awards to have | ||
✓Complete an annual risk review evaluating incentive compensation | ||
✓ Require short-term cash and long-term equity awards for all executive officers to be subject to clawback and cancellation provisions | ||
✓ Conduct an annual audit of senior executive expenses and perquisites that is reviewed by the Audit Committee | ||
WHAT WE DON’T DO | ||
 | ×Provide gross-up payments to cover personal income taxes or excise taxes pertaining to executive | |
× Pay above-market interest on deferred compensation in retirement plans | ||
×Allow | ||
×Reward executives for excessive, imprudent, inappropriate, or unnecessary risk-taking | ||
×Allow the repricing, spring-loading, or backdating of equity awards | ||
| ||||
| COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 45 |
We view investor outreach as an ongoing cycle
Compensation Principles
The compensation provided to our executives is guided by pay-for-performance and in 2015 both members of the Board and select members of management continued to hold discussionsfollowing principles:
Align with someShareholders – Compensation paid should align directly with the long-term interests of our largest investors. Through these discussions, we regularly receive feedbackshareholders, and our executives should share with them in the performance and value of our common stock.
Enable Company Strategy – Compensation should be based on challenging Company performance and strategic goals, which are within our executives’ control, and reward performance aligned with GM’s strategy, values, and expected behaviors.
Market-Competitive – Target compensation programs.should have an appropriate mix of short-term and long-term pay elements and should be competitive with that paid to individuals at peer group companies so that it attracts, motivates, and retains talent.
Avoid Excessive Risk-Taking – Compensation structure should avoid incentivizing unnecessary and excessive risk-taking.
Simple Design – Compensation plans should be easy to understand and communicate, and should minimize unintended consequences.
Compensation Program Evolution
Our executive compensation program is designed to focus our leaders on key areas that drive the business forward and align to the short-term and long-term interests of our shareholders. The Compensation Committee regularly reviews and discusses incentive compensation plan performance at each meeting. The Compensation Committee considers many factors when electing to make changes for future incentive plans, including business results, market trends, and feedback from its independent compensation consultant and shareholders. The timeline below shows the actions we have taken to develop executive compensation plans that align the interests of our senior leaders with those of our shareholders.
| 46 | | COMPENSATION DISCUSSION AND ANALYSIS |
2024 STIP and LTIP Design Changes
Heading into 2024, the Compensation Committee undertook an extensive review of our STIP and LTIP designs with the objective of strengthening the alignment of our plans with our evolving financial and strategic goals. Following this review, we have enhanced our STIP and LTIP beginning with the 2024 performance year. The 2024 STIP performance measures will continue to include EBIT-adjusted (35% of STIP) and AAFCF (25% of STIP) as the primary financial measures to align with the performance of our ICE portfolio. In addition, the STIP will now incorporate EV (25% of STIP), Software & Services (“S&S”) (10% of STIP), and AV (5% of STIP) performance measures that align to the strategic pillars of our business. The final STIP payout will also be subject to an individual performance modifier not to exceed 110% of the STIP payout amount generated by Company performance. The final STIP payout will not exceed 200% of target. Recognizing the focus on strategy execution and the dynamic nature of the evolving markets for EV and AV technologies, the Committee decided it was more appropriate for the EV, AV, and S&S metrics to be in the STIP than in the LTIP to better align with the pace of the Company’s transformation strategy.
The 2024 LTIP structure will continue to include PSUs (75% of LTIP), and will now incorporate RSUs (25% of LTIP) in lieu of stock options to improve our ability to attract and retain critical talent and to more efficiently use the shares available in the equity plan. The PSUs will continue to follow a three-year cliff vesting, and RSUs will vest ratably over three years. The 2024 LTIP PSU performance measures will include Cumulative AAOCF (30% of LTIP), EBIT-adjusted Margin (15% of LTIP), and Relative TSR (30% of LTIP). Relative TSR performance payout will continue to be capped at target if GM’s TSR is negative over the performance period. The redesigned LTIP continues to focus on driving shareholder value and Company profitability, while increasing the focus on cash generation during this critical period of transformation.
2023 STIP and LTIP Overview
The 2023 STIP was designed to focus our leaders on key financial measures (75% of STIP) and strategic goals (25% of STIP). The total payout for the STIP ranges from 0 to 200 percent based on performance against pre-established targets. The Compensation Committee determines performance to strategic goals using a rigorous assessment process that evaluates final results against pre-established operational goals, safety results, and other measures, including sustainability outcomes. The payout for strategic goals performance occurs only if threshold performance of at least one financial measure is met.
The 2023 LTIP design features stock options (25% of LTIP) to align our senior leaders with shareholders’ interest in stock price appreciation and PSUs (75% of LTIP) with performance measures that drive long-term results. PSU performance measures include EBIT-adjusted Margin (30% of LTIP), Relative TSR (30% of LTIP), and GMNA EV Measures (15% of LTIP). Relative TSR performance payout is capped at target if GM’s TSR is negative over the performance period.
| COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 47 |
Focusing 2023 performance on EBIT-adjusted, AAFCF, and strategic goals in the short term, combined with the PSU performance measures described above in the long term, provides direct alignment of our executive compensation program with the interests of our shareholders, and links the long-term compensation of our executives to the long-term strategy of the Company.
Peer Group for 2023–2025 LTIP Performance
The Compensation Committee uses the following OEMs in the Dow Jones Automobiles & Parts Titans 30 Index to measure relative performance for the Relative TSR measure in the 2023–2025 PSU awards, as they represent our global competition and are subject to similar macroeconomic forces.
Dow Jones Automobiles & Parts Titans 30 Index – OEM Peer Group(1) | ||||
Bayerische Motoren Werke AG |
| Suzuki Motor Corporation | ||
| Nissan Motor Co., Ltd. | Tesla, Inc. | ||
Honda Motor Co., Ltd. | Renault SA | Toyota Motor Corporation | ||
Hyundai Motor Company | Stellantis NV | Volkswagen AG | ||
Kia Corporation | Subaru Corporation | |||
Some of the feedback we heard from investors and how it impacted compensation design included the following:
GM is a member of the | |
Peer Group for Compensation Benchmarking
The Company values investor feedbackCompensation Committee annually reviews the peer group for compensation benchmarking comparisons and will continue our investor outreach initiativesmakes updates as needed to ensure ouralign with the established criteria and the Company’s strategy. We use the peer group to gather competitive market data on executive pay levels, executive compensation programs remain aligned to shareholder expectations.
In 2015, we made changes to our peer group by removing ConocoPhillips, Chevron Corporation,program design, and Lockheed Martin Corporation and adding Intel Corporation, based on the guidelines established by the Compensation Committee for our peer group selection. Companies must satisfy each of the following criteria to be considered for the peer group:
Additionally, the Compensation Committee considers the following factors when selecting our peer group:
evolving trends in pay practices. We do not limit ourthe peer group to our industry alone because we believe compensation practices for NEOs at other large, U.S.-based, multinationalsmultinational companies affect our ability to attract and retain diverse talent around the globe.
| 48 | | |||||||
| |||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
The Compensation Committee considered the following factors when selecting the peer group used to help establish 2023 target compensation levels for our NEOs:
How We use executiveUse Benchmarking Data to Assess Compensation
We benchmark pay practices and compensation surveys to benchmark relevant market data for executive positions. In addition, we benchmarklevels against the proxy statement disclosures of our peer groupgroup. In addition, we use executive compensation surveys and competitive data to benchmark executive positions and adjust this data to reflect expectedGM’s size and market-expected compensation growth. Further, we reviewtrends. Furthermore, the Compensation Committee reviews an analysis completed by its independent compensation consultant of the competitive market position of each of our executives relative to its benchmark data.
We review each element of total direct compensation (base salary, STIP, and LTIP) compared with the peer group and benchmarked positions from executive compensation surveys.
We generally target our total direct compensation levels for the executive group on average to be atmarket. An individual element or near the market median. However, an individual’s total direct compensation may be positioned above or below the market median becausedue to a variety of his or herconsiderations, such as specific responsibilities, experience, performance in role, and performance.pay positioning required to attract and retain top talent needed to execute on our vision during this critical period of transformation.
| COMPENSATION DISCUSSION AND ANALYSIS | | ||||||
| 49 |
How We Plan Compensation
We believe aligning pay
Performance-Based Compensation Structure
Our incentive plans are designed to the achievement of both short-term and long-term goals is a cornerstone of executive engagement and have set up a pay program seeking to:
During 2015, the compensation structure for our NEOs included the following core elements:
Additionally, in 2015, we granted our senior leaders a one-time DSV Option Grant that included non-compete and non-solicitation terms for each senior leader. DSV awards vest over a period of 4.6 years with 60 percent of the options vesting only if performance goals are met as described on page 45, and 40 percent time-based vesting.
Our NEOs are focused on optimizingoptimize long-term financial returns for our shareholders through increasing profitability, increasing margins, puttingand reward our NEOs for delivering on the customer at the centerCompany’s strategy and vision of everything we do, growing the business,zero crashes, zero emissions, and driving innovation.
zero congestion. The 2023 performance-based structure incorporates bothincorporated short-term and long-term incentives established fromtied to financial and operational metricsmeasures to drive Company performance for fiscal year 20152023 and beyond. In addition to base salary, this structure, shown graphically below, includes an annual STIP award and an LTIP award made up of both PSUs and RSUs to focus our executives on long-term Company performance. The Compensation Committee believes a majority of the compensation opportunity should be in the form of equity to align the interests of executives with those of shareholders.
For our CEO, 90 percent of target compensation is pay-at-risk, 72 percent is linked to performance against goals, and 72 percent is linked to the performance of common stock. For other NEOs, on average 82 percent of target compensation is pay-at-risk, 67 percent is linked to performance against goals, and 59 percent is linked to the performance of common stock.
 |  |
 | | |||
In 2015, the compensation provided to our senior leaders was guided by six general principles:
 | |
| 50 | | COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Elements
Compensation Structure
The 2023 compensation structure is market-competitive and includes the following pay elements:
| (1) | EV Measures are comprised of GMNA EV Volume, GMNA EV Launch Timing, and |
| (2) | Relative TSR is capped at target if GM’s TSR is negative over the performance period. |
2023 Target Compensation
Our total target direct compensation for each NEO in 2023 was as follows:
| LTIP | ||||||||||||||||||||||||||||
Name | Base Salary ($) | STIP (%) | STIP ($) | Total Target Cash Compensation ($) | PSUs(1) ($) | Stock Options ($) | Total Target Direct Compensation ($) | |||||||||||||||||||||
Mary T. Barra | 2,100,000 | 200 | % | 4,200,000 | 6,300,000 | 14,625,000 | 4,875,000 | 25,800,000 | ||||||||||||||||||||
Paul A. Jacobson | 1,000,000 | 125 | % | 1,250,000 | 2,250,000 | 6,187,500 | 2,062,500 | 10,500,000 | ||||||||||||||||||||
Mark L. Reuss | 1,350,000 | 125 | % | 1,687,500 | 3,037,500 | 10,471,875 | 3,490,625 | 17,000,000 | ||||||||||||||||||||
Michael Abbott(2) | 800,000 | 125 | % | 1,000,000 | 1,800,000 | 7,650,000 | 2,550,000 | 12,000,000 | ||||||||||||||||||||
Craig B. Glidden | 1,100,000 | 125 | % | 1,375,000 | 2,475,000 | 4,898,400 | 1,632,800 | 9,006,200 | ||||||||||||||||||||
| (1) | The number of PSUs awarded is determined by using the target PSU value divided by the closing stock price on the date of grant for the EBIT-adjusted Margin and EV Measures portions of the award, and the results of the Monte Carlo analysis for the Relative TSR portion of the award. |
| (2) | As discussed on page 60, Mr. Abbott was awarded a new hire equity grant in the form of RSUs to align his compensation in the year of hire with his target compensation levels approved by the Compensation Committee. Upon Mr. Abbott’s resignation described on page 60, the entirety of the new hire equity award was subsequently forfeited. |
| COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 51 |
Perquisites and Other Compensation
We provide perquisites benefits, and other compensation to our NEOs consistent with market practices. The following perquisites benefits, and other compensation were provided to NEOs in 2015:2023:
travel caps and may be eligible for reimbursement of personal travel pursuant to time-sharing agreements that the Company may enter into from time-to-time, subject to Federal Aviation Administration regulations.
On July 28, 2015,Security – NEOs may receive security services, including home security systems and monitoring, for specific security-related reasons identified by an independent, third-party security consultant or our security team. We maintain security staff to help provide all employees with a safe and secure environment, which aligns to and reinforces our safety culture.
Company Vehicle Programs – NEOs are eligible to participate in the Compensation Committee authorizedExecutive Company Vehicle Program and may use evaluation vehicles for the DSV Option Grantpurpose of providing feedback on Company products. In addition, NEOs are eligible to use driver services provided by the Company in accordance with Company policies.
Executive Physicals – The health and wellness of our workforce is a one-time stock option awardpriority, and all employees are encouraged to senior leaderscomplete an annual physical. NEOs are eligible to receive a comprehensive wellness examination with an approved provider. The cost of meals, lodging, commercial air travel, and ground transportation for NEOs who traveled for an annual executive physical through the Executive Physical Program is included under Executive Physicals in exchange for agreeingthe “Perquisites and Other Personal Benefits” table. These wellness visits promote employee well-being and enable employees to non-competetake appropriate steps in the event of illness or a medical condition that may impact their ability to perform their duties.
Financial Counseling – NEOs are eligible to receive financial counseling, estate planning, and non-solicitation terms with the Company. The award is described in fulltax preparation services through an approved provider. These services allow our NEOs to focus on page 45Company business and vests over a period of 4.6 years, with 40 percent featuring time-based vesting and 60 percent featuring performance-based vesting.ensure accurate personal tax reporting.
| ||||
Our target total direct compensation for each NEO in 2015 was as follows:
| Annual Base | Target Total Cash | LTIP | Target Total Direct | |||||||||
| Salary | STIP | Compensation | PSUs | RSUs | Compensation | |||||||
| Name | ($) | ($) | ($) | ($) | ($) | ($) | ||||||
| Mary T. Barra | 1,750,000 | 3,062,500 | 4,812,500 | 9,000,000 | 3,000,000 | 16,812,500 | ||||||
| Charles K. Stevens, III | 1,000,000 | 1,250,000 | 2,250,000 | 2,156,250 | 718,750 | 5,125,000 | ||||||
| Daniel Ammann | 1,200,000 | 1,500,000 | 2,700,000 | 3, 375,000 | 1,125,000 | 7,200,000 | ||||||
| Mark L. Reuss | 1,100,000 | 1,375,000 | 2,475,000 | 2,868,750 | 956,250 | 6,300,000 | ||||||
| Craig B. Glidden | 700,000 | 875,000 | 1,575,000 | 1,443,750 | 481,250 | 3,500,000 | ||||||
Realized compensation provides a more accurate view of the compensation Ms. Barra actually received. The table to the right shows realized compensation for fiscal years 2013, 2014, and 2015. Realized compensation includes actual salary earned, actual STIP payments, and equity awards that vested during each year.
In 2015, Ms. Barra’s realized compensation was $7.3 million. For year-end 2013, Ms. Barra was Executive Vice President, Global Product Development, Purchasing and Supply Chain. On January 15, 2014, the Board of Directors elected Ms. Barra to the position of CEO. On January 4, 2016, Ms. Barra was elected to the additional role of Chairman of the Board of Directors.
REALIZED COMPENSATION (in millions)
How We Set Performance Targets
Annually, theThe Compensation Committee approves the performance measures for the STIP and LTIP.LTIP annually. The Compensation Committee reviews recommendations from management, receives input from the Compensation Committeeits independent compensation consultant, evaluates the Company’s annual budget and mid-termlong-term business plan, and reviews prior-yearprior year performance to setapprove value-creating goals tied to long-term shareholder value. The 2023 STIP and LTIP performance measures are discussed below. For the 2024 STIP and LTIP, the Compensation Committee aligned target payout to the Company’s business plan approved by the Board. Maximum payout was set at what was assessed to be top quartile performance, and threshold payout was set at what the Compensation Committee believed to be a reasonable risk-based downside to the plan.
2023 STIP Performance Measures
The STIP aligns with our plans to create the world’s most valued automotive company and increasing shareholder value. The STIP rewards NEOs for performance measures are linked to the Company’s achievement of annual financial goals operational performanceand strategic goals and individual performance. The STIP is an annual cash incentive award intended to be deductible under U.S. Internal Revenue Code (“IRC”) Section 162(m) and is funded for each covered NEO once the Company achieves the threshold of positive EBIT-Adjusted.
that drive our long-term strategy. The Compensation Committee annually reviews and approves the goals to assess the difficulty in level of achievement and overall linkage to shareholders through the achievement of the business plan and strategic objectives.STIP performance measures that align with our shareholders’ interests.
| 52 | | COMPENSATION DISCUSSION AND ANALYSIS |
Actual
STIP awards, if any, are determined followingbased on final Company financial performance and the completion of the plan year by adjusting each NEO’s target incentive award opportunity to reflect the achievement against the performance measures displayed below. Awards can be further adjusted following a finalCompensation Committee’s assessment of individual performance.performance to strategic goals for each NEO. 2023 STIP targets were aligned to the Company’s business plan, which is reviewed and approved by the Board each year. The Compensation Committee set the 2023 STIP targets for EBIT-adjusted and AAFCF below the prior year’s results due to (i) moderation in the pricing environment based on industry supply normalization and softening overall macroeconomic conditions; (ii) normalization of GM Financial EBT performance; (iii) lower pension income driven by increasing interest rates; and (iv) increased investment in EVs and growth initiatives. The table below describes each STIP performance measure – its weighting,weight, its target, and the behaviorsleadership behavior each measure drives to make GM the world’s most valued automotive company:drives.
STIP Performance Measure | Weight | Target | Leadership Behaviors | |||
EBIT-adjusted ($B)(1) | 50% | $14.4 | Focus on operating results and driving strong profitability | |||
AAFCF ($B)(2) | 25% | $6.3 | Focus on driving strong cash flow to invest in the business and returning capital to shareholders | |||
Strategic Goals | 25% | 25 pts. | Focus on performance that aligns to the Company vision, our broad social responsibilities, and drives business results | |||
| (1) | | |||
| STIP Measure | Weight | Target | Leadership Behaviors | ||||
| EBIT-Adjusted | 25% | $ | 10.3B | Focus on operating profit and driving strong profitability | |||
| Adjusted AFCF(1) | 25% | $ | 3.8B | Focus on driving strong cash flow in the business | |||
| Global Market Share | 25% | 11.7% | Focus on continuing to grow in the global marketplace | ||||
| Global Quality | 25% | (2) | Focus on developing and marketing the highest-quality products | ||||
Measure adjusted for incentive purposes and excludes the impact of Cruise. For a description of how EBIT-adjusted is calculated, see Appendix A. |
| (2) | Measure adjusted for incentive purposes and excludes payments related to certain recall-related expenses attributable to events occurring in 2014. For a description of how AAFCF is calculated, see Appendix A. |
Strategic goals are approved by the Compensation Committee and align to delivering on our long-term Company strategy and objectives. Strategic goals cover the following five areas:
Our People – Attracting, retaining, and engaging our people by providing the best employee experience that supports and invests in DE&I, while promoting values and behaviors that return people home safely every day.
Products, Software, and Services – Creating leading technologies and innovations that deliver customer value, and executing launch excellence with best-in-class product quality to achieve our vision of a world of zero crashes, zero emissions, and zero congestion.
Citizenship – Prioritizing actions that are inclusive for the communities in which we live and work, including implementation of our plan to be carbon neutral in our global products and operations by 2040 and to eliminate tailpipe emissions from new U.S. light-duty vehicles by 2035.
Enterprise – Maximizing our EV opportunity through scale and cost optimization by expanding manufacturing capabilities and operational excellence, while exceeding our financial and structural cost objectives.
Customer Experience – Reimagining the customer experience, while in pursuit of EV leadership and enhancing human experiences across the GM ecosystem.
Following the performance period, the Compensation Committee uses a scorecard to assess individual performance results to the strategic goals above and makes final compensation decisions as discussed beginning on page 42.
The potential payoutspayout for each Company performance measure rangeand for the strategic goals ranges from 0 to 200 percent of target based on actual Company performance with theand performance to strategic goals. The payout for threshold performance level being 50is 25 percent of eachfor both EBIT-adjusted and AAFCF; performance below threshold results in a 0 percent payout. Final STIP measure. The STIP calculation and the STIP targets for the 2015 performance period for each NEOawards are calculated as follows:
| Target as % of | ||||||||
| Name | Base Salary | Salary | Target STIP | |||||
| Mary T. Barra | $ | 1,750,000 | 175% | $ | 3,062,500 | |||
| Charles K. Stevens, III | $ | 1,000,000 | 125% | $ | 1,250,000 | |||
| Daniel Ammann | $ | 1,200,000 | 125% | $ | 1,500,000 | |||
| Mark L. Reuss | $ | 1,100,000 | 125% | $ | 1,375,000 | |||
| Craig B. Glidden | $ | 700,000 | 125% | $ | 875,000 |
| COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 53 |
2023–2025 LTIP Performance Measures
Grants made under the LTIP are intended to link the financial interests of NEOs with the long-term interests of shareholders. When determining grant amounts, the Compensation Committee considers factors such as individual responsibilities, experience, and performance. In addition, the Compensation Committee factors relevant market compensation comparison data and input provided by its independent compensation consultant. The structure for NEOs includedincludes 75 percent PSUs and 25 percent RSUs.stock options. PSUs cliff-vest following thea three-year performance period and RSUsstock options vest ratably over three years.
The 2015–2017 PSUs are awarded based on EBIT-adjusted Margin performance, Relative TSR performance against the following Company measures: ROICour OEM peer group shown on page 48, and Global Market ShareEV performance measures. Relative TSR performance payout is capped at target if GM’s TSR is negative over the three-year performance period. The PSU performance measures were chosenalign our executive compensation program with our all-electric future and direct additional focus on Company growth and sustainability performance, while continuing to promote both efficient use of capital and long-term growth to create value for the shareholders.focus on delivering shareholder returns. The following table shows thebelow describes each PSU performance measuresmeasure — its weight, its target, and the leadership behaviors thatbehavior each drives to make GM the world’s most valued automotive company:measure drives.
PSU Performance Measure | | Target(1) | Leadership Behaviors | |||
EBIT-adjusted Margin | ||||||
| 40% | — | Focus on pursuing profitable growth opportunities and driving higher margins on existing revenue bases |
Relative TSR | 40% | 50th Percentile(3) | Focus on delivering shareholder returns that outperform our OEM peer group | ||||
EV Measures(2) | 20% | — | Focus on executing our commitment to | ||||
| LTIP Measure | Weight | Target | Leadership Behaviors | |||||
| ROIC(1) | 100 | % | 20 | % | Focus on making sound investments that follow the disciplined capital approach of driving 20% or higher returns in world-class vehicles and leading technology | |||
| Global Market Share(2) | Modifier | (3 | ) | Focus on continuing to grow in the global marketplace |
| (1) | The performance targets for EBIT-adjusted Margin and EV Measures are not being provided at this time as providing this information will allow competitors insight into our business that could substantially harm our growth strategy. |
| (2) | EV Measures are comprised of GMNA EV Volume, GMNA EV Launch Timing, and GMNA EV Launch Quality (modifier). |
| (3) | Relative TSR is capped at target |
The 2023–2025 PSUs if any, vest and are awarded and delivereddeliver following the completion of the three-year performance period beginning January 1, 2015 –December 31, 2017,2023, and maycan be awardedearned at a level between 0 and 200 percent of target based on actual Company results.target. Final PSU awards are calculated as follows:
When determining grant amounts, the Compensation Committee considers the individual responsibilities, experience, performance, and market data. The following NEOs received equity grants as part of their 2015 structure:
| PSUs(1) | RSUs(2) | |||||||||||
| Units | % of | Units | % of | Total Units | ||||||||
| Name | Granted | Total Units | Granted | Total Units | Granted | |||||||
| Mary T. Barra | 238, 917 | 75 | % | 79,639 | 25 | % | 318,556 | |||||
| Charles K. Stevens, III | 57,241 | 75 | % | 19,081 | 25 | % | 76,322 | |||||
| Daniel Ammann | 89,594 | 75 | % | 29,865 | 25 | % | 119,459 | |||||
| Mark L. Reuss | 76,155 | 75 | % | 25,385 | 25 | % | 101,540 | |||||
| Craig B. Glidden | 39,297 | 75 | % | 13,099 | 25 | % | 52,396 | |||||
| (1) | EV Measures are comprised of GMNA EV Volume, GMNA EV Launch Timing, and GMNA EV Launch Quality (modifier). |
| 54 | | COMPENSATION DISCUSSION AND ANALYSIS |
Summary of Outstanding Performance Awards
Each PSU award features a three-year performance period resulting in overlapping awards that, in aggregate, cover a five-year period. The potential payout for each PSU award ranges from 0 to 200 percent. The table below illustrates the performance period for the three outstanding PSU awards as of the filing date of this Proxy Statement, and the corresponding performance measures and weights.
| (1) | The performance of each PSU award will be measured and determined at the end of the performance period. |
| (2) | EV Measures are comprised of GMNA EV Volume, GMNA EV Launch Timing, and GMNA EV Launch Quality (modifier). |
| (3) | Relative TSR is capped at target if GM’s TSR is negative over the |
| COMPENSATION DISCUSSION AND ANALYSIS | | 55 |
Performance Results and Compensation Decisions
2023 STIP Results
The Company financial performance portion of the 2023 STIP award was calculated based on the Company’s achievement of EBIT-adjusted and AAFCF performance measures. The Company achieved above target results for both of these performance measures driven by (i) continued strength of core auto performance driven by strong demand for the Company’s vehicles and its ability to maintain sales allowances at below-industry averages; (ii) implementation of a fixed cost reduction program; and (iii) strong GM Financial performance. These strong results were achieved despite tightening economic conditions and unanticipated headwinds related to policy, warranty, and other one-time supplier-related developments that were not contemplated in the Company’s business plan when the Compensation Committee set the 2023 STIP targets. The Company’s 2023 financial results and key business highlights are detailed in the “Our Company Performance” section on page 43. In addition to the Company’s financial measures, a portion of each NEO’s STIP evaluates their performance against pre-established strategic goals.
Final 2023 STIP performance approved by the Compensation Committee is displayed below.
STIP Measure | Weight | Threshold 25% | 50% | Target 100% | 150% | Maximum 200% | Performance Result | |||||||||||||||||||
EBIT-adjusted ($B)(1) | 50% | $ | 8.5 | $ | 12.4 | $ | 14.4 | $ | 16.4 | $ | 17.4 | $ | 15.1 | |||||||||||||
AAFCF ($B)(2) | 25% | $ | 0.4 | $ | 4.3 | $ | 6.3 | $ | 8.3 | $ | 9.3 | $ | 8.4 | |||||||||||||
Strategic Goals(3) | 25% | 0 pts. | — | 25 pts. | — | 50 pts. | 25-35 pts. | |||||||||||||||||||
Performance Payout(4) | 125%—135% of Target | |||||||||||||||||||||||||
| (1) | Measure adjusted for incentive purposes and excludes the impact of Cruise. For a description of how EBIT-adjusted is calculated, see Appendix A. |
| (2) | This measure is adjusted for incentive compensation purposes to add certain recall-related expenses attributable to events occurring in 2014. In addition, at the recommendation of management, and with the approval of the Compensation Committee, this measure was adjusted downward for events that impacted EBIT-adjusted in 2023, but will impact cash flows in future periods. For a description of how AAFCF is calculated, see Appendix A. |
| (3) | Performance results to strategic goals are discussed beginning on page 52. |
| (4) | Performance payout includes two percentage points for strong safety results per the plan. |
2021–2023 LTIP Results
The 2021-2023 PSUs vested on February 18, 2024, based on Company performance for the three-year performance period beginning January 1, 2021 and ending December 31, 2023, against pre-established performance targets for Relative ROIC-adjusted and Relative TSR. Final LTIP performance approved by the Compensation Committee is displayed below.
On July 28, 2015, the Compensation Committee authorized a one-time DSV Option Grant for senior leaders under the 2014 LTIP. The purpose of the grant was to maintain the consistency in leadership needed for achieving the Company’s near-term and long-term goals as new competitors enter the automotive manufacturer market and actively seek to recruit our talent. The grant included both non-compete and non-solicitation terms and was intended to drive momentum as we make GM the world’s most valued automotive company.
LTIP Measure | Weight | Threshold | Target | Maximum | Performance Result | |||||||||||||||
The Compensation Committee established 40 percent of the award with time-based vesting to provide incentive for senior leaders to enter into non-compete and non-solicitation terms. The Compensation Committee chose to use TSR compared to the OEM Peer Group (displayed below) for the remaining 60 percent of the award to focus the senior leaders on our stock price performance against other OEMs. We understand investors can choose the automotive company in which to invest, and we must perform better than our competition.
Relative ROIC-adjusted | 50% | 35th | 60th | 100th | 79th Percentile | |||||||||||||||
Relative TSR | 50% | 25th | 50th | 75th | Below Threshold | |||||||||||||||
Performance Payout | ||||||||||||||||||||
| 74% of Target | ||||||||||||||||||||
| 56 | | COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Decisions for Mary T. Barra
Chair and Chief Executive Officer
Each of the NEOs receivedThe Compensation Committee made the following stock option award as partpay decisions based on performance, competitive market data, and feedback from its independent compensation consultant:
Base Salary – Held base salary at $2,100,000.
Short-Term Incentive – Awarded 25 points out of a 25-point target and 50-point maximum for the Driving Stockholder Value Option Grant:strategic goals portion for the 2023 STIP performance year. In determining the number of points earned, the Compensation Committee considered these results for Ms. Barra:
| 2018: 20% | 2019: 20% | 2020: 20% | |||||||||||
| Exercise | Total | 2017: 40% | TSR vs. OEM | TSR vs. OEM | TSR vs. OEM | ||||||||
| Name | Price | Grant | Time-Based | Peer Group(1) | Peer Group(1) | Peer Group(1) | |||||||
| Mary T. Barra | $ | 31.32 | 2,603,037 | 1,041, 215 | 520,608 | 520,607 | 520,607 | ||||||
| Charles K. Stevens, III | $ | 31.32 | 623,645 | 249,458 | 124,729 | 124,729 | 124,729 | ||||||
| Daniel Ammann | $ | 31.32 | 976,139 | 390,456 | 195,228 | 195,228 | 195,227 | ||||||
| Mark L. Reuss | $ | 31.32 | 829,719 | 331,888 | 165,944 | 165,944 | 165,943 | ||||||
| Craig B. Glidden | $ | 31.32 | 417, 571 | 167,029 | 83,514 | 83,514 | 83,514 |
| Led the Company to third consecutive year of |
| ||||
| • | ||||||||||
| Grew year-over-year sales of | ||||||||||
2015 Performance Results and Compensation Decisions
The Company portion of the 2015 STIP award was calculated based on Company achievement of the following equally-weighted performance measures: EBIT–Adjusted, Adjusted AFCF, Global Market Share, and Quality. Actual 2015 Company performance in the combined measures produced an overall payout of 100 percent based on the achievement of the following levels for each measure as approved by the Compensation Committee:
| Performance | Performance | ||||||||||||||||
| STIP Measure | Weight | Threshold | Target | Maximum | Results | Payout | |||||||||||
| EBIT – Adjusted ($B) | 25 | % | $ | 6.6 | $ | 10.3 | $ | 13.2 | $ | 10.8 | 29 | % | |||||
| Adjusted AFCF ($B)(1) | 25 | % | $ | 0.0 | $ | 3.8 | $ | 6.7 | $ | 4.5 | 31 | % | |||||
| Global Market Share | 25 | % | 11.2 | % | 11.7 | % | 12.0 | % | 11.3 | %(2) | 15 | % | |||||
| Global Quality(3) | 25 | % | Various Metrics | (4) | 25 | % | |||||||||||
| Result | 100 | % | |||||||||||||||
Our People • Continued employee engagement in GM’s safety-first culture resulting in zero fatalities and reductions in injuries | ||||
• Executed on our cultural transformation by strengthening leadership skills with delivery of | ||||
Products, Software, and Services | ||||
• Led GM in truck and full-size SUV sales leadership for the 10th consecutive year, and delivered more than 1 million crossover SUVs including products like the Buick Envista, Chevrolet Trailblazer and Chevrolet Trax | ||||
• Made significant progress on GM’s EV transition with increasing sales and production of the Cadillac LYRIQ and GMC HUMMER EV and launch of the Chevrolet Silverado EV Work Truck | ||||
• Created a new integrated end-to-end software organization focused on the development of vehicle and enterprise software technologies to enhance the customer experience, led by innovators with extensive technology industry experience | ||||
Citizenship | ||||
• Received 2023 ENERGY STAR Sustained Excellence Award from U.S. Environmental Protection Agency and U.S. Department of Energy for the 12th year for GM’s commitment to fighting climate change and protecting public health | ||||
• Named as the only automaker on Ethisphere’s World’s Most Ethical Companies list for the fifth year in a row | ||||
• Ranked first on Fortune 500’s 2023 “Change the World” list in The American Electrifiers for GM’s leadership in the EV revolution and having a positive social impact through activities that are part of the Company’s | ||||
business strategy
Individual performance may also influence final STIP awards. The compensation decision made for each individual executive is discussed beginning on the next page.
Enterprise | ||||
• Continued portfolio leadership in ICE vehicles, momentum in EV production and launches, and investment in future growth through new software and services organization | ||||
• Continued the progress at GM International, which delivered $1.2 billion in EBIT-adjusted driven by key new vehicle launches such as the Chevrolet Montana and Chevrolet Trax while navigating a challenging environment | ||||
• Positioned GM to |
Customer Experience | ||||
• Ranked as top manufacturer in the J.D. Power U.S. Initial Quality Study for |
Mary T. Barra,Chief Executive Officer
| ||||
• Entered joint venture with
|
Represents Sustainability Results
Effective January 1, 2015, the Compensation Committee increased Ms. Barra’s base salary from $1,600,000 to $1,750,000 based on her individual performance and the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. The Compensation CommitteeLong-Term Incentive – In February 2023, awarded Ms. Barra an annual equityLTIP grant of $12$19.5 million, consisting of 75 percent PSUs and 25 percent RSUs as discussed above. Ms. Barra participated in the one-time DSV Option Grant during 2015.stock options.
The totalTotal awarded compensation for Ms. Barra in 2015,2023, including salary, bonus, STIP, and LTIP, awards, and options is displayed below.
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | Majority of Pay Is At-Risk | Awarded Value | ||||||||||||||
| Base Salary | Fixed – Only Guaranteed Pay Element | $ | 1,750,000 | |||||||||||||||
Base Salary | ||||||||||||||||||
STIP | ||||||||||||||||||
| STIP | Performance to Company Metrics | $ | 3,062,500 | |||||||||||||||
| PSUs | Performance to Company Metrics and Stock Price | $ | 9,000,003 | |||||||||||||||
| RSUs(2) | Performance to Stock Price | $ | 3,000,001 | |||||||||||||||
Stock Options | ||||||||||||||||||
Stock Options | ||||||||||||||||||
| TOTAL | $ | 16,812,504 | ||||||||||||||||
| DSV Options(1) | Performance to Stock Price and TSR Against OEM Peer Group | $ | 11,167,029 | |||||||||||||||
| TOTAL WITH ONE-TIME AWARDS | $ | 27,979,533 | ||||||||||||||||
TOTAL | $ | 26,850,013 |
| |||||||||||||||
The Compensation Committee considered the Company’s 2023 TSR performance and determined that Ms. Barra’s target compensation opportunity is appropriately and competitively positioned against peers. Accordingly, the Committee did not increase Ms. Barra’s target compensation for 2024.
Awarded Value reflects total compensation in the Summary Compensation Table, excluding change in pension value and all other compensation.
| COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 57 |
Compensation Decisions for Paul A. Jacobson
Executive Vice President and Chief Financial Officer
The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:
Base Salary – Held base salary at $1,000,000.
Short-Term Incentive – Awarded 35 points out of a 25-point target and 50-point maximum for the strategic goals portion for the 2023 STIP performance year. In determining the number of points earned, the Compensation Committee considered these results for Mr. Jacobson:
| Drove robust cash flow generation and | |||
| ||||
Charles K. Stevens, III,Executive Vice President & Chief Financial Officer
| Initiated a | ||
Our People • Continued employee engagement in GM’s safety-first culture resulting in zero fatalities and reductions in injuries | ||||
• Continued serving as executive champion of GM’s African Ancestry Network employee resource group which has chapters across the globe | ||||
Products, Software, and Services | ||||
• Executed the Company’s capital allocation strategy, continuing strong investments in future growth while rewarding employees for building products customers love and returning cash to shareholders | ||||
Citizenship | ||||
• Continued execution of the Company’s Sustainable Finance Framework through the allocation of proceeds from GM’s inaugural green brand issuance in 2022, detailed in GM’s 2023 Sustainable Finance Report | ||||
• Led investments to make the supply chain more sustainable and resilient with increasing focus on North American and free trade partners, including an agreement with Lithium Americas to develop lithium mining in the U.S. | ||||
Enterprise | ||||
• Optimized GM’s core business to bring the Company’s cash generation to more than $22 billion over the last two years | ||||
• Achieved GM Financial EBT-adjusted of $3.0 billion and $1.8 billion in dividends paid back to GM | ||||
• Generated record net income attributable to stockholders of $10.1 billion, and strong EBIT-adjusted of $12.4 billion, slightly above the midpoint of the Company’s guidance range and driven by the continued strength of GM’s core business | ||||
Customer Experience | ||||
• Ranked as top manufacturer in the J.D. Power U.S. Initial Quality Study for the third time in four years, with seven model awards | ||||
Effective January 1, 2015, the Compensation Committee increased Mr. Stevens’ base salary from $700,000 to $1,000,000 based on his individual performance and the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. The Compensation Committee Represents Sustainability Results
Long-Term Incentive – In February 2023, awarded Mr. Stevens an annual equityLTIP grant of $2.875$8.25 million, consisting of 75 percent PSUs and 25 percent RSUs. Mr. Stevens participatedstock options.
Total awarded compensation for 2023, including salary, STIP, and LTIP, is displayed below.
Pay Element | Majority of Pay Is At-Risk | Awarded Value | ||||||||
Base Salary | Only Fixed Pay Element | $ | 1,000,000 |
| ||||||
STIP | Performance to Metrics | $ | 1,687,500 |
| ||||||
PSUs | Performance to Metrics and Stock Price | $ | 6,187,500 |
| ||||||
Stock Options | Performance to Stock Price | $ | 2,062,503 |
| ||||||
TOTAL | $ | 10,937,503 |
| |||||||
Awarded Value reflects total compensation in the one-time DSV Option Grant during 2015.Summary Compensation Table, excluding change in pension value and all other compensation.
| 58 | | COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Decisions for Mark L. Reuss
President
The Compensation Committee elected to provide an individual STIP adjustmentmade the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:
Base Salary – Held base salary at $1,350,000.
Short-Term Incentive – Awarded 25 points out of a 25-point target and 50-point maximum for the 2015strategic goals portion for the 2023 STIP performance year inyear. In determining the amountnumber of $125,000points earned, the Compensation Committee considered these results for Mr. Stevens as a result of his performance. The total compensation for Mr. Stevens in 2015, including salary, bonus, STIP and LTIP awards, and options is displayed below.Reuss:
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | ||||
| Base Salary | Fixed – Only Guaranteed Pay Element | $ | 1,000,000 | |||
| STIP | Performance to Metrics | $ | 1,250,000 | |||
| STIP Individual Adjustment | Performance – Based on Individual Results | $ | 125,000 | |||
| PSUs(1) | Performance to Metrics and Stock Price | $ | 2,156,268 | |||
| RSUs(2) | Performance to Stock Price | $ | 718,781 | |||
| TOTAL | $ | 5,250,049 | ||||
| DSV Options(1) | Performance to Stock Price and TSR Against OEM Peer Group | $ | 2,675,437 | |||
| TOTAL WITH ONE-TIME AWARDS | $ | 7,925,486 | ||||
| Generated record revenue of $171.8 billion (up 10% year-over-year) by executing GM’s winning product portfolio that led the industry in total sales and | |||
| ||||
| • | Earned recognition by J.D. Power for the quality, dependability, and customer sales and dealer service satisfaction of GM’s vehicles, as well as other highlights below. |
Daniel Ammann,President
| Our People | ||||
| ||||
• Realigned the organization to allow for | ||||
| ||||
• Continued to enhance GM’s portfolio with award-winning vehicles customers love, including the Chevrolet Colorado (2024 MotorTrend Truck of the Year), Chevrolet Blazer EV (2024 MotorTrend SUV of the Year), Chevrolet Trax (Car and Driver’s 10Best Trucks and SUVs), Chevrolet Corvette E-Ray and Stingray, Cadillac CT4-V Blackwing and CT5-V Blackwing (Car and Driver’s 10Best Cars) | ||||
• Expanded the Ultium Platform EV portfolio with launches of products like the Chevrolet Blazer EV and Chevrolet Silverado EV Work Truck | ||||
• Introduced new crossover vehicles in global markets, including the Chevrolet Trax and Chevrolet Montana | ||||
Citizenship | ||||
• Continued to develop a more resilient and sustainable EV supply chain in North America | ||||
• Provided $3 million in grants to nonprofits through GM’s Community Impact Grants program | ||||
Enterprise | ||||
• Made significant progress in the Company’s commitment to an all-electric future through new EV launches and reveals, expanded charging capabilities and affordable battery development | ||||
• Enhanced GM’s vehicle portfolio to generate record revenue and establish GM
| ||||
• Introduced GM Envolve, the Company’s fleet and commercial business, which increased total fleet sales 20% year-over-year and led the industry in | ||||
| ||||
• Committed to expanding vehicle-to-home bidirectional charging technology across GM’s retail portfolio of Ultium-based electric vehicles by model year 2026, with the | ||||
• Launched “Hands Free, Eyes On,” an ongoing consumer education effort to increase understanding of and confidence in advanced driver assistance systems and hands-free technologies like GM’s Super Cruise
|
Represents Sustainability Results
Effective January 1, 2015, the Compensation Committee increased Mr. Ammann’s base salary from $1,000,000 to $1,200,000 based on his individual performance and the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. The Compensation CommitteeLong-Term Incentive – In February 2023, awarded Mr. Ammann an annual equityLTIP grant of $4.5$13.96 million, consisting of 75 percent PSUs and 25 percent RSUs. Mr. Ammann participatedstock options.
Total awarded compensation for 2023, including salary, STIP, and LTIP, is displayed below.
Pay Element | Majority of Pay Is At-Risk | Awarded Value | ||||||||
Base Salary | Only Fixed Pay Element | $ | 1,350,000 |
| ||||||
STIP | Performance to Metrics | $ | 2,109,400 |
| ||||||
PSUs | Performance to Metrics and Stock Price | $ | 10,471,875 |
| ||||||
Stock Options | Performance to Stock Price | $ | 3,490,634 |
| ||||||
TOTAL | $ | 17,421,909 |
| |||||||
Awarded Value reflects total compensation in the one-time DSV Option Grant during 2015.Summary Compensation Table, excluding change in pension value and all other compensation.
| COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 59 |
Compensation Decisions for Michael Abbott
Executive Vice President, Software
The Compensation Committee elected to provide an individualmade the following pay decisions based on performance, adjustment tocompetitive market data, and feedback from its independent compensation consultant and management. As announced on March 12, 2024, Mr. Ammann’s 2015 STIP award for $150,000Abbott resigned from his role at the Company due to health reasons. His resignation was effective April 2, 2024, and as a result, certain elements of his 2023 awarded compensation, including the key businesssecond installment of the new hire cash payment ($0.85M) and the entirety of the new hire equity award ($17.0M), as described below have been subsequently forfeited.
Base Salary – Effective May 22, 2023, upon Mr. Abbott’s hiring, set base salary at $800,000.
New Hire Cash Payment – Upon Mr. Abbott’s hiring, awarded a new hire cash payment of $2.35 million, of which $1.5 million was paid at hire, with the balance to be paid on the first anniversary of his start date. Upon Mr. Abbott’s resignation described above, the second installment of the new hire cash payment will not be paid.
Short-Term Incentive – Awarded 35 points out of a 25-point target and 50-point maximum for the strategic goals portion for the 2023 STIP performance year. In determining the number of points earned, the Compensation Committee considered these results achieved. The total compensation for Mr. Ammann in 2015, including salary, bonus, STIP and LTIP awards, and options is displayed below.Abbott:
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | ||||
| Base Salary | Fixed – Only Guaranteed Pay Element | $ | 1,200,000 | |||
| STIP | Performance to Metrics | $ | 1,500,000 | |||
| STIP Individual Adjustment | Performance – Based on Individual Results | $ | 150,000 | |||
| PSUs(1) | Performance to Metrics and Stock Price | $ | 3,375,006 | |||
| RSUs(2) | Performance to Stock Price | $ | 1,125,015 | |||
| TOTAL | $ | 7,350,021 | ||||
| DSV Options(1) | Performance to Stock Price and TSR Against OEM Peer Group | $ | 4,187,636 | |||
| TOTAL WITH ONE-TIME AWARDS | $ | 11,537,657 | ||||
| Joined GM from Apple to lead a new integrated end-to-end software organization focused on the development of vehicle and | |||
| ||||
Mark L. Reuss,Executive Vice President, Global Product Development, Purchasing and Supply Chain
• Continued employee engagement in GM’s safety-first culture resulting in zero fatalities and reductions in injuries | ||||
• Advanced efforts to attract and retain diverse and critical technical talent through recruitment of leaders with deep expertise in software development, product and program management, product design and services | ||||
Products, Software, and Services | ||||
• Established a software quality division within the software and services team to analyze and improve software development and test processes | ||||
• Continued expansion of Super Cruise, the industry’s first hands-free driver assistance technology, which is now available on 15 GM nameplates globally | ||||
• Joined the Connected Vehicle Systems Alliance to share uServices with the developer community to enable a shared software solution that ensures secure access of vehicle systems from anywhere in an OEM’s vehicle ecosystem | ||||
Citizenship | ||||
• Continued implementation of OnStar’s collaboration with RapidDeploy technology to help improve response to customers’ emergency needs, providing call center advisors improved location accuracy and mapping options | ||||
• Launched “Hands Free, Eyes On,” an ongoing consumer education effort to increase understanding of and confidence in advanced driver assistance systems and hands-free technologies like GM’s Super Cruise | ||||
Enterprise | ||||
• Combined three distinct software functions – Software Defined Vehicle and Operating System; Information and Digital Technology; Digital Business – to execute a centrally defined software strategy across GM’s ICE and EV portfolio | ||||
• Continued collaboration with technology industry innovators like Microsoft and Google to advance the Company’s focus on scaling EVs and software development | ||||
• Leveraged AI-driven predictive analytics in manufacturing to optimize GM’s vehicle output through historical performance and real-time data analytics of the Company’s robotics and conveyor system | ||||
Customer Experience | ||||
• Implemented AI analysis of EV trends to identify optimal charging station locations for | ||||
• Collaborated with Google Cloud on AI initiatives to improve the customer experience by integrating its conversational AI technology into GM’s OnStar Interactive Virtual Assistant
|
Represents Sustainability Results
Effective January 1, 2015,New Hire Equity Award – In July 2023, awarded a new hire RSU grant of $17.0 million, vesting ratably on each anniversary of the Compensation Committee increased Mr. Reuss’ base salary from $850,000grant date in 2024 and 2025. This award is reflective of the Company’s aim to $1,100,000 based on his individual performanceattract and retain top talent that is critical to achieve the Company’s long-term strategy, and the competitive market analysis providedagainst which we are competing for top technology talent. This award was intended to align Mr. Abbott’s compensation in the year of hire with his target compensation levels approved by the Compensation Committee’s independentCommittee. Upon Mr. Abbott’s resignation described above, the entirety of the new hire equity award was subsequently forfeited.
Total awarded compensation consultant. for 2023, including salary, one-time cash payment, STIP, and LTIP, is displayed below.
Pay Element | Majority of Pay Is At-Risk | Awarded Value | ||||||||
Base Salary | Fixed Pay Element | $ | 488,889 |
| ||||||
Cash Payment(1) | Fixed Pay Element | $ | 1,500,000 |
| ||||||
STIP | Performance to Metrics | $ | 1,350,000 |
| ||||||
RSUs(2) | Performance to Stock Price | $ | 17,000,001 |
| ||||||
TOTAL | $ | 20,338,890 |
| |||||||
| (1) | Reflects first installment of new hire cash payment. Upon his resignation, the second installment of the new hire cash payment will not be paid. |
| (2) | Upon Mr. Abbott’s resignation, the entirety of the new hire equity award was subsequently forfeited. |
Awarded Value reflects total compensation in the Summary Compensation Table, excluding change in pension value and all other compensation.
| 60 | | COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Decisions for Craig B. Glidden
Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary
The Compensation Committee awardedmade the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:
Base Salary – Effective December 1, 2023, increased base salary from $875,000 to $1,100,000.
Short-Term Incentive – Awarded 35 points out of a 25-point target and 50-point maximum for the strategic goals portion for the 2023 STIP performance year. In determining the number of points earned, the Compensation Committee considered these results for Mr. ReussGlidden:
| • | Led effective engagement with federal, state, and local policymakers on issues critical to GM and its vision of a future with zero crashes, zero emissions, and zero congestion; and |
| • | Driving change and accountability as the Co-President and Chief Administrative Officer of Cruise, GM’s majority-owned AV subsidiary, where he is leading the organization through a regulatory, legal, and business transformation on a path to rebuild trust with the public and regulators, as well as other highlights below. |
Our People • Continued employee engagement in GM’s safety-first culture resulting in zero fatalities and reductions in injuries | ||||
• Continued to drive GM’s commitment to advancing business integrity and ethical behavior, as was recognized by Ethisphere which named GM as one of the World’s Most Ethical Companies for the 5th year in a row | ||||
Products, Software, and Services | ||||
• Provided strategic counsel to our Global Manufacturing team in connection with its labor negotiations with the UAW, which enabled GM to successfully agree to a new multi-year collective bargaining agreement | ||||
• Led the continued maturity of our Cybersecurity team as it continues to build capabilities and governance processes in response to GM’s evolving business strategy, emerging risks, and new regulations | ||||
Citizenship | ||||
• Bolstered GM’s efforts to build a more sustainable and resilient supply chain focused on North America and free trade partners, including by helping the Company navigate the complex legal and regulatory issues involved in GM’s announced $650 million equity investment in and supply agreement with Lithium Americas to develop the Thacker Pass lithium mine in Nevada, which will help GM secure critical battery raw materials for our future EV production | ||||
• Fostered strong state-level partnerships, association memberships, and coalition relationships to amplify advocacy on public policy matters of critical importance to GM, including through the support of the Business Roundtable | ||||
Enterprise | ||||
• Provided critical regulatory, legal, and governance support that enabled Ultium Cells LLC, GM’s battery cell joint venture with LGES, to build the first battery plant, which reached full production in Warren, Ohio this year | ||||
• Counseled the Board of Directors through a variety of dynamic legal issues while also providing leadership of the Company’s complex litigation matters and regulatory developments | ||||
Customer Experience | ||||
• Oversaw legal aspects of a new collaboration with six other automakers to develop a high-powered charging network of at least 30,000 chargers across North America to support growing rates of EV adoption | ||||
• Supported efforts to allow dealers and customers to take advantage of the clean vehicle tax credit and build the Company’s EV momentum | ||||
Represents Sustainability Results
Long-Term Incentive – In February 2023, awarded an annual equityLTIP grant of $3.825$6.53 million, consisting of 75 percent PSUs and 25 percent RSUs.stock options.
One-Time Equity Award – In December 2023, awarded a one-time RSU grant of $2.0 million in recognition of Mr. Reuss participatedGlidden’s appointment as Co-President and Chief Administrative Officer of Cruise, in addition to continuing in his role with GM as Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary. The award vests in full on the one-time DSV Option Grantsecond anniversary of the grant date in 2015.2025.
The Compensation CommitteeTotal awarded an individual performance adjustment to the STIP payout of $140,000 for Mr. Reuss as a result of performance against goals. The total compensation for Mr. Reuss in 2015,2023, including salary, bonus, STIP, and LTIP, awards, and options is displayed below.
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | Majority of Pay Is At-Risk | Awarded Value | ||||||||||||
| Base Salary | Fixed – Only Guaranteed Pay Element | $ | 1,100,000 | |||||||||||||
Base Salary | ||||||||||||||||
| STIP | Performance to Metrics | $ | 1,375,000 | |||||||||||||
| STIP Individual Adjustment | Performance – Based on Individual Results | $ | 140,000 | |||||||||||||
| PSUs(1) | Performance to Metrics and Stock Price | $ | 2,868,759 | |||||||||||||
STIP | ||||||||||||||||
PSUs | ||||||||||||||||
PSUs | ||||||||||||||||
Stock Options | ||||||||||||||||
Stock Options | ||||||||||||||||
| RSUs | Performance to Stock Price | $ | 956,253 | |||||||||||||
| TOTAL | $ | 6,440,012 | ||||||||||||||
| DSV Options(1) | Performance to Stock Price and TSR Against OEM Peer Group | $ | 3,559,495 | |||||||||||||
| TOTAL WITH ONE-TIME AWARDS | $ | 9,999,507 | ||||||||||||||
TOTAL | $ | 11,281,263 |
| |||||||||||||
Awarded Value reflects total compensation in the Summary Compensation Table, excluding change in pension value and all other compensation.
| COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 61 |
Compensation Policies and Governance Practices
Stock Ownership Requirements
The Company requires our senior leaders to own GM stock to align their interests with those of our shareholders. Our stock ownership requirements:
Cover all | |||
| ||||
Craig B. Glidden,Executive Vice President & General Counsel
|
Mr. Glidden joined General Motors as Executive Vice President & General Counsel on March 1, 2015, with an annual base salary of $700,000. Effective April 1, 2015, with Compensation Committee approval, Mr. Glidden received a one-time cash sign-on bonus in the amount of $500,000 and an equity sign-on RSU grant of 69,407 shares with a grant date value of $2.55 million to replace awards being forfeited at his previous employer. Additionally, the Compensation Committee authorized an annual equity grant of $1.925 million, consisting of 75 percent PSUs and 25 percent RSUs. Mr. Glidden also participated in the one-time DSV Option Grant in 2015.
The Compensation Committee awarded an individual performance adjustment to the STIP payout of $70,000 for Mr. Glidden as a result of performance against goals. The total compensation for Mr. Glidden in 2015, including salary, bonus, STIP and LTIP awards, options, and sign-on awards is displayed below.
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | ||||
| Base Salary | Fixed – Only Guaranteed Pay Element | $ | 583,333 | |||
| STIP | Performance to Metrics | $ | 875,000 | |||
| STIP Individual Adjustment | Performance – Based on Individual Results | $ | 70,000 | |||
| PSUs(1) | Performance to Metrics and Stock Price | $ | 1,443,772 | |||
| RSUs(2) | Performance to Stock Price | $ | 481,257 | |||
| TOTAL | $ | 3,453,362 | ||||
| DSV Options(1) | Performance to Stock Price and TSR Against OEM Peer Group | $ | 1,791,380 | |||
| Sign-On Cash | One-Time Sign-On Cash Award | $ | 500,000 | |||
| Sign-On RSUs(2) | Performance to Stock Price | $ | 2,550,013 | |||
| TOTAL WITH ONE-TIME AWARDS | $ | 8,294,755 | ||||
| ||||
Compensation Policies and Governance Practices
In June 2014, in conjunction with shareholder approval of the STIP and LTIP, the Compensation Committee implemented stock ownership requirements to more closely align the interests of executives with those of our shareholders. The requirements:
| • | Set a five-year time frame to meet ownership requirements |
| • | Require senior leaders to continually hold shares to maintain ownership requirements |
| • | Allow the opportunity to own either a required number of shares or the total dollar value of shares to meet ownership requirements |
| • | Count only actual share holdings and unvested RSUs (i.e., excludes stock options and unvested PSUs) |
| • | Include ongoing refreshment of stock ownership requirements after each five-year requirement is met |
The table to the rightbelow shows the stock ownership requirement by level in the Company as well as ownership requirements for each of our NEOs.
The share requirement to meet ownership guidelines is based on the 12-month trailing stock price from June 30 in the year the senior leader is first covered by stock ownership requirements.Company. As of December 31, 2015,2023, all NEOs have met or are on track to meet stock ownership requirements by their respective dates.deadlines.
We
Compensation Risk Assessment
Annually, the Compensation Committee reviews the potential impact of our compensation programs on organizational risk. The Compensation Committee discusses the compensation programs and risk mitigation features when evaluating whether the programs encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk-taking. The Compensation Committee also confirms the alignment of the compensation programs to the Company’s sustainability risks and opportunities.
The annual risk review, completed in December 2023, with assistance from our human resources, audit, and legal organizations, as well as our independent compensation consultant, involved analyzing our current compensation programs in relation to organizational risk. Our analysis concluded that our compensation programs include the following risk mitigation features:
Mix of Pay Elements – Base salary, STIP, PSUs, and stock options are included in the executive compensation program.
Short-Term and Long-Term Plans – The mix of our short-term and long-term compensation plans appropriately reward employees while balancing risk through the delayed payment of long-term awards.
Adjustments to Compensation – Maximum payout caps are in place for incentive compensation, and the Compensation Committee has the ability to apply negative discretion.
Compensation Committee Oversight – Our Compensation Committee reviews plan performance and approves all executive compensation plans and payouts.
Multiple Performance Measures – Multiple performance measures work together to balance risk in our incentive compensation plans.
Stock Ownership Requirements – All senior leaders are subject to stock ownership requirements of at least one times their salary, as described above.
| 62 | | COMPENSATION DISCUSSION AND ANALYSIS |
Clawback and Cancellation Provisions – All awards are subject to our Policy on Recoupment of Incentive Compensation, as described below. In addition, cancellation provisions apply to all outstanding STIP and LTIP awards.
In 2023, the Compensation Committee determined that our compensation programs have adopted a corporate policysufficient risk mitigation features and do not encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk-taking. Based on the Compensation Committee’s review, it was determined our compensation programs are low risk.
Policy on Recoupment of Incentive Compensation
Under our Policy on Recoupment of Incentive Compensation (available on our website at investor.gm.com/governanceandsustainability, the Compensation Committee is empowered to recover incentiverecoup (“clawback”) compensation paid to executive officers in cases where financial statements are restated becauseand other executives under its purview. In the event of employee fraud, negligence,misconduct that causes specified financial or intentional misconduct. Under this clawback policy, which is posted on our website,www.gm.com/investor, under “Corporate Governance,” if our Boardreputational damage, a materially inaccurate performance calculation, or an appropriate Boardaccounting restatement, the Compensation Committee determines any bonus, retention award, or short or long-termmay seek to clawback paid incentive compensation has been paidcompensation. The Compensation Committee may also cancel outstanding equity-based awards granted to any executive officer based on materially inaccurate misstatementcovered employee if that employee engages in conduct detrimental to the Company. This policy was expanded in 2020 to cover additional executives and scenarios of earnings, revenues, gains, or other criteria,misconduct beyond only an accounting restatement. The policy was further updated in 2023 to expand the Board or Compensation Committee will take the action it deems necessarydefinition of an accounting restatement to recover the compensation paid, remedy the misconduct,cover material non-compliance with any financial reporting requirement in accordance with securities laws and prevent its recurrence. For this purpose, a financial statement or performance metric will be treated as materially inaccurate when an employee knowingly engaged in providing inaccurate information or knowingly failed to timely correct information relating to those financial statements or performance metrics. We will continue to review our policy to ensure it is consistent with all legal requirements and in the best interests of the Company and its shareholders.NYSE listing standards.
| Clawback Policy | Cancellation and Clawback Due to Violation of Non-Compete and Non-Solicitation Terms | Cancellation of and Outstanding | ||||
Covered Population | Executive officers and other executives under the purview of the Compensation Committee | Approximately 250 senior leaders | All employees that receive awards through STIP or LTIP | |||
Event Applicable | Following employee misconduct that causes specified financial or reputational damage, a materially inaccurate performance calculation, or an accounting restatement, as defined by the policy | Employee violates non-compete or non-solicitation terms | Employee engages in conduct deemed detrimental to the Company | |||
Awards Subject to Cancellation, Forfeiture, and/or Recoupment | STIP, PSUs, RSUs, and Stock Options | PSUs, RSUs, and Stock Options | STIP, PSUs, RSUs, and Stock Options | |||
Trading GM Securities
Our securities trading policyInsider Trading Policy, which applies to (i) directors, executive officers, and employees of GM, (ii) certain of such persons’ family members, and (iii) GM contractors and consultants who have access to material nonpublic information concerning GM (collectively, “Insiders”), prohibits our employeesInsiders from buying or selling GM securities when in possession of material nonpublic information.information and during other closed periods. Any sale or purchase of common stock by directors, and executive officers, and all other senior leaders must be made according to a Rule 10b5-1 plan or during pre-established periods after receiving preclearance by a member of the GM Legal Staff.legal staff or pursuant to a pre-approved and pre-established Rule 10b5-1 trading plan.
Trading in GM derivatives (i.e., puts or calls), engaging in short sales or otherwise engaging in hedging activities, and pledging of GM securities is also prohibited. All GM executive officers are in compliance with the policy of not pledging any shares of common stock.prohibited for all Insiders. This policy is posted on our websitewww.gm.com/investor, under “Corporate Governance.” at investor.gm.com/governanceandsustainability.
Tax Considerations
The Tax Cuts and Jobs Act enacted on December 22, 2017, modified IRC Section 162(m) generally disallowsto, among other things, limit the federal tax deductionsdeduction for annual individual compensation paid to $1 million for NEOs beginning with the 2018 tax year. Previously, compensation paid in excess of $1 million paidcould be deducted if it was performance-based. The Tax Cuts and Jobs Act includes a transition relief rule in which these changes do not apply to compensation payable pursuant to a written binding contract in effect on November 2, 2017, and is not materially modified after that date. To the CEO andextent it is applicable to our existing arrangements, the next three of our highest-paid officers (other than the CFO) whose compensation is required to be reported in the Summary Compensation TableCommittee may avail itself of this Proxy Statement (“Covered Executives”). Certain performance-based compensation is not subject to this deduction limitation. Generally, we strive to maximize the tax deductibility of compensation arrangements.rule. The Compensation Committee however, may award compensation that is not fully tax deductible if it deems it appropriate as compensation designedcontinues to attract and retain talented executives in the highly competitive market for talent.
STIP awards are paid based on the achievement ofclosely align executive pay with performance, measures approved by shareholders in 2014 as partregardless of the 2014 STIP. Because the STIP awards are intended to be deductible as performance-based compensationexception being removed under IRC Section 162(m), the Compensation Committee set the maximum award for each NEO (except the CFO) at $7.5 million. Incentive amounts equal to the maximum will be funded for each covered executive officer once a threshold level of positive EBIT-Adjusted has been achieved. The Compensation Committee then exercises negative discretion, as needed, to determine actual incentive awards based on other business and individual performance, as described in the “Short-Term Incentive Plan” section of the CD&A..
| COMPENSATION DISCUSSION AND ANALYSIS | | |||||||||
| 63 |
Compensation Committee and Consultant Independence
Our Compensation Committee is composed entirely of independent directors as determined by the Board under NYSE standardsand SEC rules, and as defined for various regulatory purposes. Farient Advisors assisted the Compensation Committee in 2015. Farient Advisors is an independent compensation consulting firm that takes direction from and is solely responsible to the Compensation Committee. The Compensation Committee is also aided in its deliberations by in-house legal counsel.
Under its charter, the Compensation Committee has the authority to hire outside consultants and advisors at the Company’s expense.
The Compensation Committee retainsretained the services of Farient AdvisorsFrederic W. Cook & Co., Inc. (“FW Cook”) from January to August of 2023, and then transitioned to Semler Brossy Consulting Group LLC (“Semler Brossy”), for advice on issues related to the compensation of NEOs and other executive compensation-related matters. FW Cook and Semler Brossy take direction from, and are solely responsible to, the Compensation Committee and do not provide services to the Company’s management. A representative of Farient Advisorsfrom FW Cook or Semler Brossy attended all Compensation Committee meetings, either in person or via telephone,virtually, consulted with and advised the Compensation Committee members on executive compensation, including the structure and amounts of various pay elements, and developed executive benchmarking data for thedata. The Compensation Committee. Farient Advisors provided no services to the Company’s management.Committee is also aided in its deliberations by in-house legal counsel.
The Compensation Committee annually reviews the performance of theits compensation consultant and considers the following factors when assessing consultant independence in accordance with NYSE standards:
| | • | Services provided to GM management outside |
| • | Fees paid as a percentage of |
| • | Policies and procedures |
| • | Any business or personal relationships |
| • | GM stock ownership by employees of |
| • | |
| | Any business or personal relationships between GM and |
The Compensation Committee reviewedAfter reviewing the performance and independence of Farient Advisors and no performance or independence issues were identified.
During 2015, the Compensation Committee reviewed and discussed the impact of executive compensation programs on organizational risk. The Compensation Committee discussed plans and reviewed risk mitigation features in each of the plans to evaluate, with the assistance of our risk management organization, the overall impact compensation programs have on organizational risk. The Compensation Committee determined compensation programs have sufficient risk mitigation features and do not encourage or reward employees for taking excessive or unnecessary risk. The mix of our short and long-term compensation programs appropriately reward employees while balancing risk through the delayed payment of long-term awards.
As a result of the compensation risk review completed on December 8, 2015,its consultant, the Compensation Committee determined both FW Cook and Semler Brossy were independent based on the overall risk of compensation programs exposing the organization to unnecessary or excessive risks is low.standards above.
Employment and Termination Agreements
The Company has no employment or pre-definedtermination agreements with any of our 20152023 NEOs. All NEOs are eligibleparticipate in the General Motors LLC U.S. Executive Severance Program filed as an exhibit to receive the same severance treatment available to other executive employees.Company’s 2023 Form 10-K.
| 64 | | COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the CD&ACompensation Discussion and Analysis and, based on that review and discussion, has recommended to the Board of Directors that the CD&ACompensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference ininto the GM 2015Company’s Annual Report on Form 10-K.10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on January 30, 2024.
Compensation Committee
Carol M. Stephenson (Chair)
Joseph Jimenez
James J. Mulva
Patricia F. Russo
Wesley G. Bush (Chair) Aneel Bhusri | | Joseph Jimenez Patricia F. Russo |
| COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 65 |
Executive Compensation Tables
Summary Compensation Table
Name and Principal Position(1) | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Nonequity Plan | Change in and NQ | All Other Compensation(7) ($) | Total ($) | |||||||||||||||||||||||||||
Mary T. Barra Chair and Chief Executive Officer | 2023 | 2,100,000 | — | 14,625,000 | 4,875,013 | 5,250,000 | — | 997,392 | 27,847,405 | |||||||||||||||||||||||||||
| 2022 | 2,100,000 | — | 14,625,000 | 4,875,010 | 6,258,000 | — | 1,121,560 | 28,979,570 | ||||||||||||||||||||||||||||
| 2021 | 2,100,000 | — | 14,582,198 | 3,937,507 | 7,644,000 | — | 873,075 | 29,136,780 | ||||||||||||||||||||||||||||
Paul A. Jacobson Executive Vice President and Chief Financial Officer | 2023 | 1,000,000 | — | 6,187,500 | 2,062,503 | 1,687,500 | — | 186,421 | 11,123,924 | |||||||||||||||||||||||||||
| 2022 | 1,000,000 | — | 5,362,500 | 1,787,513 | 1,862,500 | — | 223,425 | 10,235,938 | ||||||||||||||||||||||||||||
| 2021 | 1,000,000 | — | 4,860,724 | 1,312,502 | 2,250,000 | — | 155,422 | 9,578,648 | ||||||||||||||||||||||||||||
Mark L. Reuss President | 2023 | 1,350,000 | — | 10,471,875 | 3,490,634 | 2,109,400 | 22,215 | 522,168 | 17,966,292 | |||||||||||||||||||||||||||
| 2022 | 1,350,000 | — | 7,471,875 | 2,490,626 | 2,598,800 | — | 438,250 | 14,349,551 | ||||||||||||||||||||||||||||
| 2021 | 1,300,000 | — | 6,180,076 | 1,668,752 | 3,038,800 | — | 348,119 | 12,535,747 | ||||||||||||||||||||||||||||
Michael Abbott Executive Vice President, Software | 2023 | 488,889 | 1,500,000 | 17,000,001 | — | 1,350,000 | — | 49,197 | 20,388,087 | |||||||||||||||||||||||||||
Craig B. Glidden Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary | 2023 | 893,750 | — | 6,898,406 | 1,632,807 | 1,856,300 | — | 221,674 | 11,502,937 | |||||||||||||||||||||||||||
| Name and Principal Position(1)(2) | Year | Salary ($) | Bonus(3) ($) | Stock Awards(4) ($) | Option Awards(5) ($) | Nonequity Incentive Plan Compensation(6) ($) | Change in Pension Value and NQ Deferred Compensation Earnings(7) ($) | All Other Compensation(8) ($) | Total ($) | |||||||||
| Mary T. Barra(1) | 2015 | 1,750,000 | – | 12,000,004 | 11,167,029 | 3,062,500 | 12,012 | 597,118 | 28,588,663 | |||||||||
| Chief Executive | 2014 | 1,567,803 | – | 11,760,567 | – | 2,072,000 | 349,926 | 412,532 | 16,162,828 | |||||||||
| Officer | 2013 | 750,000 | – | 4,446,504 | – | – | – | 36,636 | 5,233,140 | |||||||||
| Charles K. Stevens, III | 2015 | 1,000,000 | – | 2,875,049 | 2,675,437 | 1,375,000 | – | 176,738 | 8,102,224 | |||||||||
| Executive VicePresident &Chief FinancialOfficer | 2014 | 691,667 | – | 3,177,354 | – | 647,500 | 265,201 | 113,110 | 4,894,832 | |||||||||
| Daniel Ammann | 2015 | 1,200,000 | – | 4,500,021 | 4,187,636 | 1,650,000 | – | 262,420 | 11,800,077 | |||||||||
| President | 2014 | 990,530 | – | 6,310,564 | – | 925,000 | – | 263,252 | 8,489,346 | |||||||||
| 2013 | 750,000 | – | 4,481,562 | – | – | – | 28,475 | 5,260,037 | ||||||||||
| Mark L. Reuss | 2015 | 1,100,000 | – | 3,825,012 | 3,559,495 | 1,515,000 | – | 199,629 | 10,199,136 | |||||||||
| Executive VicePresident,Global ProductDevelopment,Purchasing andSupply Chain | 2014 | 846,212 | – | 7,458,881 | – | 786,300 | 275,588 | 110,796 | 9,477,777 | |||||||||
| Craig B. Glidden | 2015 | 583,333 | 500,000 | 4,475,042 | 1,791,380 | 945,000 | – | 145,064 | 8,439,819 | |||||||||
| Executive VicePresident& GeneralCounsel |
Titles | |
| (2) | Reflects first installment of Mr. |
| (3) | |
Stock Awards displays the grant date fair |
Grant Date | Stock Price | Implied Volatility | Risk-Free Interest Rate | Valuation Price | Valuation Price as a Percent of Target | ||||||||||||||||||||
2/7/2023 | $ | 41.40 | 34 | % | 4.15 | % | $ | 53.12 | 128.3 | % | |||||||||||||||
There is no dividend yield, as dividends are assumed to be reinvested for the TSR calculation. The maximum award for PSUs for the |
| Maximum PSU Grant | Maximum PSU Grant Value | |||
| (#) | ($) | |||
| Mary T. Barra | 477,834 | 18,000,007 | ||
| Charles K. Stevens, III | 114,482 | 4,312,537 | ||
| Daniel Ammann | 179,188 | 6,750,012 | ||
| Mark L. Reuss | 152,310 | 5,737,518 | ||
| Craig B. Glidden | 78,594 | 2,887,544 |
Option Awards displays the grant date fair value of stock options issued under the LTIP, computed in accordance with FASB ASC Topic 718 using a Black-Scholes valuation. The assumptions used for the |
Grant Date | Dividend Yield | Implied Volatility | Risk-Free Interest Rate | Expected Option Life | Grant Date Fair Value | ||||||||||||||||||||
2/7/2023 | 1.90 | % | 34 | % | 3.70 | % | 6.00 years | $ | 13.27 | ||||||||||||||||
| (5) | All |
These amounts represent the actuarial change in the present value of the |
The amounts included as |
| 66 | | |||||||
| EXECUTIVE COMPENSATION TABLES |
All Other Compensation
| M.T. Barra | C.K. Stevens | D. Ammann | M.L. Reuss | C.B. Glidden | M.T. Barra ($) | P.A. Jacobson ($) | M.L. Reuss ($) | M. Abbott ($) | C.B. Glidden ($) | |||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||
| Perquisites and Other Personal Benefits(1) | 286,848 | 32,216 | 127,150 | 37,440 | 31,058 | |||||||||||||||||||||||||
Perquisites and Other Personal Benefits(1) | ||||||||||||||||||||||||||||||
Perquisites and Other Personal Benefits(1) | ||||||||||||||||||||||||||||||
Perquisites and Other Personal Benefits(1) | 389,005 | 27,091 | 214,418 | 11,710 | 62,575 | |||||||||||||||||||||||||
| Employer Contributions to Savings Plans(2) | 299,320 | 138,850 | 133,000 | 157,178 | 45,500 | |||||||||||||||||||||||||
Employer Contributions to Savings Plans(2) | ||||||||||||||||||||||||||||||
Employer Contributions to Savings Plans(2) | ||||||||||||||||||||||||||||||
Employer Contributions to Savings Plans(2) | 585,480 | 154,500 | 290,928 | 35,555 | 137,380 | |||||||||||||||||||||||||
| Life and Other Insurance Benefits(3) | 8,511 | 5,672 | 2,270 | 5,011 | 2,862 | |||||||||||||||||||||||||
Life and Other Insurance Benefits(3) | ||||||||||||||||||||||||||||||
Life and Other Insurance Benefits(3) | ||||||||||||||||||||||||||||||
Life and Other Insurance Benefits(3) | 22,907 | 4,830 | 14,572 | 1,932 | 21,719 | |||||||||||||||||||||||||
| Other(4) | 2,439 | – | – | – | 65,644 | |||||||||||||||||||||||||
Other(4) | ||||||||||||||||||||||||||||||
Other(4) | ||||||||||||||||||||||||||||||
Other(4) | — | — | 2,250 | — | — | |||||||||||||||||||||||||
| TOTAL | 597,118 | 176,738 | 262,420 | 199,629 | 145,064 | |||||||||||||||||||||||||
TOTAL | ||||||||||||||||||||||||||||||
TOTAL | ||||||||||||||||||||||||||||||
TOTAL | 997,392 | 186,421 | 522,168 | 49,197 | 221,674 | |||||||||||||||||||||||||
| (1) | The amounts included as Perquisites and Other Personal Benefits are described in the table |
| (2) | Includes employer contributions to tax-qualified and |
| (3) | Includes premiums paid by the Company for Group Variable Universal Life insurance for executives. |
| (4) | Reflects patent awards granted to |
Perquisites and Other Personal Benefits
| M.T. Barra | C.K. Stevens | D. Ammann | M.L. Reuss | C.B. Glidden | M.T. Barra ($) | P.A. Jacobson ($) | M.L. Reuss ($) | M. Abbott ($) | C.B. Glidden ($) | |||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||
| Personal Travel(1) | 187,906 | – | – | – | – | |||||||||||||||||||||||||
Personal Travel(1) | ||||||||||||||||||||||||||||||
Personal Travel(1) | ||||||||||||||||||||||||||||||
Personal Travel(1) | 263,694 | — | 74,999 | — | 15,951 | |||||||||||||||||||||||||
| Security(2) | 47,280 | – | 87,750 | – | – | |||||||||||||||||||||||||
Security(2) | ||||||||||||||||||||||||||||||
Security(2) | ||||||||||||||||||||||||||||||
Security(2) | 96,101 | — | 108,928 | — | — | |||||||||||||||||||||||||
| Company Vehicle Programs(3) | 35,802 | 21,856 | 28,543 | 22,080 | 16,938 | |||||||||||||||||||||||||
Company Vehicle Programs(3) | ||||||||||||||||||||||||||||||
Company Vehicle Programs(3) | ||||||||||||||||||||||||||||||
Company Vehicle Programs(3) | 14,519 | 23,606 | 20,131 | 11,710 | 25,590 | |||||||||||||||||||||||||
| Executive Physical(4) | 5,500 | – | – | 5,000 | 5,250 | |||||||||||||||||||||||||
Executive Physical(4) | ||||||||||||||||||||||||||||||
Executive Physical(4) | ||||||||||||||||||||||||||||||
Executive Physical(4) | 4,331 | 3,485 | — | — | 10,674 | |||||||||||||||||||||||||
| Financial Counseling(5) | 10,360 | 10,360 | 10,857 | 10,360 | 8,870 | |||||||||||||||||||||||||
Financial Counseling(5) | ||||||||||||||||||||||||||||||
Financial Counseling(5) | ||||||||||||||||||||||||||||||
Financial Counseling(5) | 10,360 | — | 10,360 | — | 10,360 | |||||||||||||||||||||||||
Other(6) | ||||||||||||||||||||||||||||||
Other(6) | ||||||||||||||||||||||||||||||
Other(6) | ||||||||||||||||||||||||||||||
Other(6) | — | — | — | — | — | |||||||||||||||||||||||||
| TOTAL | 286,848 | 32,216 | 127,150 | 37,440 | 31,058 | |||||||||||||||||||||||||
TOTAL | ||||||||||||||||||||||||||||||
TOTAL | ||||||||||||||||||||||||||||||
TOTAL | 389,005 | 27,091 | 214,418 | 11,710 | 62,575 | |||||||||||||||||||||||||
| (1) | Personal travel, pursuant to Company policy as discussed on page | |
| (2) | Includes the incremental cost of |
| (3) | Includes the cost of providing cars, drivers, and |
| (4) | Reflects costs associated with executive physicals |
| (5) | Reflects costs associated with financial counseling and estate planning services with an approved |
| (6) | Occasionally, unused tickets from sponsorship agreements are made available for personal use. Tickets are included in sponsorship agreements and typically result in no incremental costs to the Company. In 2023, there were no incremental costs associated with the personal use of tickets to GM-sponsored events. Occasionally, limited souvenirs may be included as part of a sponsorship agreement and no incremental costs are incurred by the Company. |
| EXECUTIVE COMPENSATION TABLES | | |||||||||
| 67 |
Grants of Plan-Based Awards
GrantsSTIP awards for the 2023 performance year were made under the terms of the General Motors Company 2017 Short-Term Incentive Plan. Equity awards granted to each NEO were made under the 2014 LTIP. Each grant consistedterms of the General Motors Company 2020 Long-Term Incentive Plan. PSUs and RSUs for each NEO. PSUs, which vest and deliver at the end of the performance period willand can be earned at a level between 0 and 200 percent of target. PSUs are based on the achievement of performance conditions relating to ROICEBIT-adjusted Margin, Relative TSR, and Global Market ShareEV Measures over a three-year performance period from January 1, 20152023, to December 31, 2017. The RSUs will2025. Stock options vest ratably over thea three-year period. The RSUs granted to Mr. Abbott on July 3, 2023, will vest in fifty percent tranches on July 3, 2024, and July 3, 2025. The RSUs granted to Mr. Glidden on December 13, 2023, will vest in full on December 13, 2025.
On July 28, 2015, the Compensation Committee granted stock options in exchange for executives agreeing to non-compete and non-solicitation terms. On February 15, 2017, 40 percent of the option grant will vest, and the remaining 60 percent will vest on each February 15 in 2018, 2019, and 2020 only if the Company meets the TSR performance conditions as described above on page 45.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities | Exercise or Base Price of Option | Grant Date Fair Value of Stock | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock or | All Other Underlying | Exercise Awards | Grant Date and Option | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Stock or Units (#) | Underlying Options (#) | Awards ($/share) | and Options Awards($)(1) | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) |
| Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mary T. Barra | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mary T. Barra | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mary T. Barra | Options | 2/7/2023 | 12/5/2022 | 367,371 | 41.40 | 4,875,013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STIP | 1/20/2015 | 1/20/2015 | 382,813 | 3,062,500 | 6,125,000 | 2/7/2023 | 12/5/2022 | 32,209 | 322,085 | 644,170 | 14,625,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 2/11/2015 | 1/20/2015 | 79,639 | 3,000,001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul A. Jacobson | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul A. Jacobson | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul A. Jacobson | Options | 2/7/2023 | 12/5/2022 | 155,426 | 41.40 | 2,062,503 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/7/2023 | 12/5/2022 | 13,627 | 136,267 | 272,534 | 6,187,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark L. Reuss | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark L. Reuss | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark L. Reuss | Options | 2/7/2023 | 12/5/2022 | 263,047 | 41.40 | 3,490,634 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/7/2023 | 12/5/2022 | 23,062 | 230,621 | 461,242 | 10,471,875 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Abbott | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Abbott | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSU | 2/11/2015 | 1/20/2015 | 59,730 | 238,917 | 477,834 | 9,000,003 | Michael Abbott | RSU | (2) | 7/3/2023 | 4/21/2023 | 436,345 | 17,000,001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DSV | 7/28/2015 | 7/28/2015 | 1,561,822 | 1,561,822 | 1,561,822 | 1,041,215 | 31.32 | 11,167,029 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Charles K. | STIP | 1/20/2015 | 1/20/2015 | 156,250 | 1,250,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stevens, III | RSU | 2/11/2015 | 1/20/2015 | 19,081 | 718, 781 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSU | 2/11/2015 | 1/20/2015 | 14,311 | 57,241 | 114,482 | 2,156,268 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DSV | 7/28/2015 | 7/28/2015 | 374,187 | 374,187 | 374,187 | 249,458 | 31.32 | 2,675,437 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Daniel Ammann | STIP | 1/20/2015 | 1/20/2015 | 187,500 | 1,500,000 | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 2/11/2015 | 1/20/2015 | 29,865 | 1,125,015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSU | 2/11/2015 | 1/20/2015 | 22,399 | 89,594 | 179,188 | 3,375,006 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DSV | 7/28/2015 | 7/28/2015 | 585,683 | 585,683 | 585,683 | 390,456 | 31.32 | 4,187,636 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mark L. Reuss | STIP | 1/20/2015 | 1/20/2015 | 171,875 | 1,375,000 | 2,750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 2/11/2015 | 1/20/2015 | 25,385 | 956,253 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSU | 2/11/2015 | 1/20/2015 | 19,039 | 76,155 | 152,310 | 2,868,759 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DSV | 7/28/2015 | 7/28/2015 | 497,831 | 497,831 | 497,831 | 331,888 | 31.32 | 3,559,495 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig B. Glidden | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig B. Glidden | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig B. Glidden | Options | 2/7/2023 | 12/5/2022 | 123,045 | 41.40 | 1,632,807 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STIP | 1/20/2015 | 1/20/2015 | 109,375 | 875,000 | 1,750,000 | 2/7/2023 | 12/5/2022 | 10,788 | 107,877 | 215,754 | 4,898,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 4/1/2015 | 1/20/2015 | 13,099 | 481,257 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU | 4/1/2015 | 1/20/2015 | 69,407 | (3) | 2,550,013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSU | 4/1/2015 | 1/20/2015 | 9,825 | 39,297 | 78,594 | 1,443,772 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DSV | 7/28/2015 | 7/28/2015 | 250,542 | 250,542 | 250,542 | 167,029 | 31.32 | 1,791,380 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options(2) | RSU | 12/13/2023 | 12/7/2023 | 58,841 | 2,000,006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | This column shows the aggregate grant date fair value of |
| (2) | Upon his resignation, Mr. Abbott forfeited the | |
| 68 | | |||||||
| EXECUTIVE COMPENSATION TABLES |
Outstanding Equity Awards at Fiscal Year-End
| Option Awards | Stock Awards(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date |
| Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Mary T. Barra | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mary T. Barra | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mary T. Barra | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mary T. Barra | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mary T. Barra | 2/7/2023 | — | 367,371 | (2) | 41.40 | 2/7/2033 | 322,085 | (8) | 11,569,293 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/8/2022 | 92,752 | 185,502 | (3) | 49.46 | 2/8/2032 | 286,926 | (9) | 10,306,382 | (11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul A. Jacobson | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul A. Jacobson | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul A. Jacobson | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul A. Jacobson | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul A. Jacobson | 2/7/2023 | — | 155,426 | (2) | 41.40 | 2/7/2033 | 136,267 | (8) | 4,894,711 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/8/2022 | 34,009 | 68,018 | (3) | 49.46 | 2/8/2032 | 105,207 | (9) | 3,779,035 | (11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark L. Reuss | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark L. Reuss | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark L. Reuss | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark L. Reuss | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark L. Reuss | 2/7/2023 | — | 263,047 | (2) | 41.40 | 2/7/2033 | 230,621 | (8) | 8,283,906 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/8/2022 | 47,387 | 94,772 | (3) | 49.46 | 2/8/2032 | 146,590 | (9) | 5,265,513 | (11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Abbott | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Abbott | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Abbott | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Abbott | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Abbott | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig B. Glidden | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig B. Glidden | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig B. Glidden | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig B. Glidden | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig B. Glidden | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity | Incentive | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity | Incentive | Plan Awards: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Incentive | Plan Awards: | Market or | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of | Plan Awards: | Market | Number of | Payout Value | 2/7/2023 | — | 123,045 | (2) | 41.40 | 2/7/2033 | 107,877 | (8) | 3,874,942 | (10) | |||||||||||||||||||||||||||||||||||||||||||||||
| Securities | Number of | Number | Value of | Unearned | of Unearned | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Underlying | Securities | of Shares | Shares or | Shares, Units, | Shares, Units, | 2/8/2022 | 23,931 | 47,862 | (3) | 49.46 | 2/8/2032 | 74,030 | (9) | 2,659,158 | (11) | ||||||||||||||||||||||||||||||||||||||||||||||
| Unexercised | Underlying | of Units or | Units of | or Other | or Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options | Unexercised | Option | Option | Stock That | Rights That | Rights That | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grant | Exercisable | Unexercisable | Unearned | Exercise | Expiration | Have Not | Have Not | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Date | (#) | Options (#) | Price ($) | Date | Vested (#) | Vested ($) | Vested (#) | Vested ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mary T. Barra | 7/28/2015 | – | 1,041, 215(2) | 1,561,822(3) | 31.32 | 7/28/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/11/2015 | 79,639(4) | 2,708,522 | 238,917(5) | 8,125,567 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/11/2014 | 46,143(4) | 1,569,323 | 207,642(5) | 7,061,904 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/13/2014 | 37, 511(6) | 1,275,749 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2013 | 14,749(6) | 501,613 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Charles K. Stevens,III | 7/28/2015 | – | 249,458(2) | 374,187(3) | 31.32 | 7/28/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/11/2015 | 19,081(4) | 648,945 | 57,241(5) | 1,946,766 | 2/18/2021 | 24,716 | 12,358 | (4) | 52.16 | 2/18/2031 | 31,922 | (5) | 1,146,638 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 6/11/2014 | 11,190(4) | 380,572 | 50,353(5) | 1,712,506 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/13/2014 | 17,148(4) | 583,203 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2013 | 7,374(4) | 250,790 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Daniel Ammann | 7/28/2015 | – | 390,456(2) | 585,683(3) | 31.32 | 7/28/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/11/2015 | 29,865(4) | 1,015,709 | 89,594(5) | 3,047,092 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/11/2014 | 20,995(4) | 714,040 | 94,477(5) | 3,213,163 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/13/2014 | 37,511(6) | 1,275,749 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2013 | 15,210(6) | 517,292 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mark L. Reuss | 7/28/2015 | – | 331,888(2) | 497,831(3) | 31.32 | 7/28/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/11/2015 | 25,385(4) | 863,344 | 76,155(5) | 2,590,032 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/11/2014 | 17,938(4) | 610,071 | 80,721(5) | 2,745,321 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/13/2014 | 57,160(7) | 1,944,012 | 33,224(6) | 1,129,948 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2013 | 12,905(6) | 438,899 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Craig B. Glidden | 7/28/2015 | – | 167,029(2) | 250,542(3) | 31.32 | 7/28/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/1/2015 | 13,099(4) | 445,497 | 39,297(5) | 1,336,491 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/1/2015 | 69,407(8) | 2,360,532 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | The awards are valued based on the closing price of GM common stock on the NYSE on December |
| (2) | Stock options granted |
| (3) | Stock options granted |
| (4) | Stock options granted |
| (5) | 2021-2023 PSU awards |
| (6) | RSU awards granted to |
| (7) | RSU awards granted to Mr. Glidden on |
| (8) | 2023-2025 PSU awards granted |
2022-2024 PSU awards | |
Assumes target-level payout of PSU awards. The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2023–2025 PSUs granted |
| (11) | Assumes target-level payout of PSU awards. The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2022–2024 PSUs granted on February 8, 2022, outstanding as of December 31, 2023, for Ms. Barra is 573,852 ($20,612,764); for Mr. Jacobson is 210,414 ($7,558,071); for Mr. Reuss is 293,180 ($10,531,026); and for Mr. Glidden is 148,060 ($5,318,315). |
Option Exercises and Stock Vested
| Option Awards(1) | Stock Awards(2) | |||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||
Mary T. Barra | — | — | 440,618 | 18,219,554 | ||||||||||||||||
Paul A. Jacobson | — | — | 76,976 | 2,931,444 | ||||||||||||||||
Mark L. Reuss | — | — | 174,779 | 7,227,112 | ||||||||||||||||
Michael Abbott | — | — | — | — | ||||||||||||||||
Craig B. Glidden | — | — | 82,432 | 3,408,563 | ||||||||||||||||
| (1) | | |||
| Option Awards(1) | Stock Awards(2) | ||||
| Number of Shares | Value Realized on | Number of Shares | Value Realized on | ||
| Acquired on | Exercise | Acquired on Vesting | Vesting | ||
| Name | Exercise (#) | ($) | (#) | ($) | |
| Mary T. Barra | – | – | 65,913 | 2,476,240 | |
| Charles K. Stevens, III | – | – | 30,288 | 1,137,321 | |
| Daniel Ammann | – | – | 54,262 | 2,037,643 | |
| Mark L. Reuss | – | – | 45,885 | 1,722,967 | |
| Craig B. Glidden | – | – | – | – | |
The aggregate dollar value realized |
| (2) | The aggregate dollar value realized upon vesting is computed by multiplying the number of shares vested by the closing price of GM common stock on the |
| EXECUTIVE COMPENSATION TABLES | 2024 Proxy Statement | 69 |
Pension Benefits
GM Salaried Retirement Plan
Eligibility and Vesting:The GM Salaried Retirement Plan (SRP)(“SRP”) is a funded, tax-qualified retirement programplan that covers eligible employees hired prior to January 1, 2007. Employees who commenced service on or after January 1, 2007, are eligible to participate only in defined contributionDC plans. Employees are vested in the SRP after five years of qualifying service. The plan permitted employee contributions, which vested immediately, until December 31, 2006. All Defined BenefitDB accruals were frozen on September 30, 2012, with service continuing towardtowards eligibility to retire.
Benefit Formula:
Service priorPrior to January 1, 2001–2001: The plan provided benefits on both a contributory and noncontributory formula. The contributory formula factors the contributions of the executiveemployee and earnings for each fiscal year. The formulas were frozen effective December 31, 2006, and effective January 1, 2007, employees continued to participate in the SRP under a new formula that provided a pension accrual equal to 1.25 percent of the employee’s eligible earnings up to the IRS-prescribed limits for tax-qualified plans. The 1.25 percent accruals were frozen September 30, 2012.
Service from January 1, 2001, to December 31, 2006–2006: The plan provided benefits under a cash balance formula with pay credits based on age through December 31, 2006, when the formula was frozen, with balances continuing to earn interest credits thereafter.
Time and Form of Payment:The For employees hired prior to January 1, 2001, the accumulated benefit an employee earns over his or her career with the Company is payable starting after retirement. Normal retirement age is defined as age 65. Employees who commenced service prior to 1988 may elect early retirement after 30 years of credited service or 85 points, based on combined age and service, or age 60 and 10 or more years of service, with certain age-reduction factors applied. As of December 31, 2023, Ms. Barra and Mr. Reuss were eligible for early retirement. The plan also provides Social Security supplements for those hired prior to 1988. For employees hired on andor after January 1, 1988, and prior to December 31, 2000, Social Security supplements are not payable and age-reduction factors are greater for retirements prior to age 60.62. The plan provides botha single-life annuity, a spousal joint and survivor annuity, anda contingent annuitant optional form of payment. The employee may elect either a monthly annuity for lifepayment, or a 100 percent lump sum option. For employees hired from January 1, 2001, to December 31, 2006, the plan provides a single-life annuity, a contingent annuitant optional form of all benefits payable.payment, or a 100 percent lump sum option.
Tax Code Limitations on Benefits:Section 415415(b)(1)(A) of the IRC limits the benefits payable under the GM SRP. For 2015,2023, the maximum single life annuity a named executivean NEO could have received under these limits was $210,000$265,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution, and actual retirement dates.
GM Executive Retirement Plan
Eligibility and Vesting:The GM Executive Retirement Plan (DB ERP)(“DB ERP”) is an unfunded, and non-tax-qualified retirement programplan that covers eligible executives, including named executives to provide retirement benefits above amounts available under our other pension programs.
Benefit Formula:
Service Prior to January 1, 2007–2007: The supplemental pension will equalequals the greater of (a) 2 percent of the average monthly base salary multiplied by all years of contributory service less the sum of all benefits payable under the GM Salaried
| ||||
RetirementSRP plus the maximum Social Security Benefitbenefit as of January 2007 multiplied by all years of noncontributorycontributory service or (b) 1.5 percent of the average monthly base salary plus annual incentive planSTIP compensation multiplied by all years of contributory service, up to a maximum of 35 years, less the sum of all benefits payable under the GM SRP plus 100 percent of the maximum Social Security benefit as of January 2007. In both cases, the base salary and annual incentive planSTIP payments are determined using the highest 60 months out of the last 120 months prioras of December 31, 2006. These DB accruals were frozen on December 31, 2006, with service continuing towards eligibility to retirement.retire.
Service from January 1, 2007, to December 31, 2007– TheSeptember 30, 2012: For employees hired prior to January 1, 2001, the supplemental pension will equalequals 1.25 percent multiplied by their annual base salary and is applicable to amounts in excess of the IRS-prescribed limit applicable to tax-qualified plans.
Service from January 1, 2008 to September 30, 2012– The supplemental pension will equal 1.25 percent multiplied by their annual base salary plus short-term incentive payments and is applicable to amounts in excess of the IRS-prescribed limit applicable to tax-qualified plans. These DB accruals were frozen on September 30, 2012, with service continuing towards eligibility to retire.
Time and formForm of payment:Payment:Normal retirement age under the plan is age 65; however, employees who commenced service prior to January 1, 2007, including NEOs, may retire at age 60 with 10 or more years of service without any reduction in benefits. Employees may also retire at age 55 with 10 or more years of service with benefits reduced using the same factors as are utilized for early retirement
| 70 | | EXECUTIVE COMPENSATION TABLES |
under the GM SRP. As of December 31, 2023, Ms. Barra and Mr. Reuss were eligible for early retirement. The GM DB ERP is payable as a five-year certain annuity, with payments starting upon the retirement of the executive and continuing for 60 months.
The table below reflects pension benefits as of December 31, 2023, provided by the respective plans.
Name | Plan Name | Number of Years of Eligible Credited Service as of December 31, 2023(1) | Present Value of Accumulated Benefits(2) ($) | Payments During Last Fiscal Year ($) | ||||||||||||||||||||
Mary T. Barra | ||||||||||||||||||||||||
Mary T. Barra | ||||||||||||||||||||||||
Mary T. Barra | ||||||||||||||||||||||||
Mary T. Barra | ||||||||||||||||||||||||
Mary T. Barra | ||||||||||||||||||||||||
| Number of Years | ||||||||||||||||||||||||
| of Eligible Credited | Present Value | |||||||||||||||||||||||
| Service as of | of Accumulated | Payments During | ||||||||||||||||||||||
| December 31, | Benefits(2) | Last Fiscal Year | ||||||||||||||||||||||
| Name | Plan Name | 2015(1) | ($) | ($) | ||||||||||||||||||||
| Mary T. Barra | SRP | 33.3 | 931,535 | – | ||||||||||||||||||||
| DB ERP | 33.3 | 893,140 | – | |||||||||||||||||||||
| Charles K. Stevens, III | SRP | 36.5 | 1,019,533 | – | ||||||||||||||||||||
| DB ERP | 36.5 | 406,945 | – | |||||||||||||||||||||
| Daniel Ammann(3) | – | – | ||||||||||||||||||||||
Paul A. Jacobson(3) | ||||||||||||||||||||||||
Paul A. Jacobson(3) | ||||||||||||||||||||||||
Paul A. Jacobson(3) | ||||||||||||||||||||||||
Paul A. Jacobson(3) | ||||||||||||||||||||||||
Paul A. Jacobson(3) | ||||||||||||||||||||||||
Mark L. Reuss | ||||||||||||||||||||||||
Mark L. Reuss | ||||||||||||||||||||||||
Mark L. Reuss | ||||||||||||||||||||||||
Mark L. Reuss | ||||||||||||||||||||||||
| Mark L. Reuss | SRP | 28.8 | 743,701 | – | ||||||||||||||||||||
| DB ERP | 28.8 | 554,546 | – | |||||||||||||||||||||
Michael Abbott(3) | ||||||||||||||||||||||||
Michael Abbott(3) | ||||||||||||||||||||||||
Michael Abbott(3) | ||||||||||||||||||||||||
Michael Abbott(3) | ||||||||||||||||||||||||
Michael Abbott(3) | ||||||||||||||||||||||||
| Craig B. Glidden(3) | – | – | ||||||||||||||||||||||
Craig B. Glidden(3) | ||||||||||||||||||||||||
Craig B. Glidden(3) | ||||||||||||||||||||||||
Craig B. Glidden(3) | ||||||||||||||||||||||||
Craig B. Glidden(3) | ||||||||||||||||||||||||
| (1) | Eligible service recognizes credited service under the frozen qualified SRP in addition to future service to determine retirement eligibility. |
| (2) | The present value of the SRP benefit amount shown takes into consideration the ability to elect a joint and survivor annuity form of |
| (3) | Messrs. Jacobson, Abbott, and |
Nonqualified Deferred Compensation Plan
We maintain certain deferred compensation programs and arrangements for executives, including the NEOs.executives.
The Defined Contribution Executive Retirement Plan (“DC ERP– AllowsERP”) allows for the equalization of benefits for highly compensated salaried employees under the RSPRetirement Savings Plan when such employees’ contribution and benefit levels exceed the maximum limitations on contributions and benefits imposed by Section 2004 of Employment Retirement Income Security Act of 1974, commonly known as ERISA, as amended, and SectionSections 401(a)(17) and 415415(c)(1)(A) of the IRC, as amended. The DC ERP is maintained as an unfunded plan, and we bear all expenses for administration of the plan and payment of amounts to participants.
Aggregate account balances disclosed below include both vested and unvested contributions made by GM.the Company. Contributions made prior to 2007 were vested immediately. Contributions made between January 1, 2007, and September 30, 2012, vest when the participant attains age 55 with 10 years of service.service, and the benefit is payable as a five-year certain annuity with payments starting upon the retirement of the executive and continuing for 60 months. Contributions made on or after October 1, 2012, and later vest when the participant attains three years of service, regardless of age.
Salary Stock Units (SSUs)– NEOs receivedage, and the benefit is payable as a portion of their total annual compensation in100 percent lump sum upon the form of SSUs, which were granted each quarter while the Company was under TARP. SSUs are nonforfeitable and become deliverable quarterly in three equal installments at eachretirement of the first, second, and third anniversaries of the grant date. No SSUs have been granted since the Company exited TARP in 2013.executive.
The table below reflects December 31, 2015,2023, balances for the various nonqualified deferred compensation plans, including vested but unpaid SSUs, based on the closing price of common stock ($34.01),plan and any contributions, earnings, andor withdrawals during the year.
Name | Plan | Executive Contributions in the Last Fiscal Year ($) | Registrant Contributions in the Last Fiscal Year(1) ($) | Aggregate Earnings in the Last Fiscal Year(2) ($) | Aggregate Withdrawals and Distributions ($) | Aggregate Balance at 2023 Fiscal Year End(3) ($) | ||||||||||||||||||||||||
Mary T. Barra | DC ERP | — | 567,980 | 698,647 | — | 6,002,924 | ||||||||||||||||||||||||
Paul A. Jacobson | DC ERP | — | 134,633 | 46,847 | — | 375,149 | ||||||||||||||||||||||||
Mark L. Reuss | DC ERP | — | 278,794 | 369,988 | — | 2,806,034 | ||||||||||||||||||||||||
Michael Abbott | DC ERP | — | 12,711 | 669 | — | 13,380 | ||||||||||||||||||||||||
Craig B. Glidden | DC ERP | — | 126,067 | 122,341 | — | 1,108,530 | ||||||||||||||||||||||||
| (1) | | |||
| Registrant | Aggregate | Aggregate | ||||
| Executive | Contributions | Earnings | Withdrawals | Aggregate | ||
| Contributions | in the Last | in the Last | and | Balance at 2015 | ||
| in the Last | Fiscal Year(1) | Fiscal Year(2) | Distributions(3) | Fiscal Year End | ||
| Name | Plan | Fiscal Year | ($) | ($) | ($) | ($) |
| Mary T. Barra | SSU | – | – | (96,225) | (2,146,575) | 946,158 |
| DC ERP | – | 285,216 | (8,050) | – | 473,042 | |
| Charles K. Stevens, III | SSU | – | – | (1,732) | (41,315) | 15,917 |
| DC ERP | – | 127,767 | (6,180) | – | 211,923 | |
| Daniel Ammann | SSU | – | – | (97,423) | (2,194,762) | 943,029 |
| DC ERP | – | 114,400 | 4,516 | – | 183,565 | |
| Mark L. Reuss | SSU | – | – | (81,647) | (1,842,417) | 803,350 |
| DC ERP | – | 133,945 | (6,075) | – | 198,797 | |
| Craig B. Glidden | DC ERP | – | 25,467 | (210) | – | 25,257 |
The | |
| (2) | The amounts shown are not reported in |
| (3) | The following amounts have been included in the Summary Compensation Table in prior years: $3,772,324 (Ms. Barra), $215,021 (Mr. Jacobson), $1,763,928 (Mr. Reuss), and |
| EXECUTIVE COMPENSATION TABLES | 2024 Proxy Statement | 71 |
Potential Payments Upon Termination
The Company does not maintain individual employment agreements with any NEO that providesprovide guaranteed payments in the event of a termination of employment or change in control. In the event that an NEO’s position with the Company is eliminated, including the elimination of the NEO’s position as a result of a change in control, the NEO would be eligible for a severance paypayment under the GM Executive Severance Program.
The table below shows the potential payments to each NEO assuming a termination of employment on December 31, 2015,2023, due to each of the following:following events: voluntary separation or termination for cause;cause, qualifying termination under the Executive Severance Program, (as amended on February 1, 2016); full career status retirement; disability; death; andretirement, disability, death, or change in control with termination of employment. Each of the separation events is described in more detail below. These provisions are generally applicable to participants in each of the applicablerespective plans and they are not reserved only for NEOs. The payments below are in addition to the present value of the accumulated benefits from each NEOsNEO’s qualified and nonqualified pension plans shown in the Pension Benefits“Pension Benefits” table on page 59,70 and the aggregate balance due to each NEO that is shown in the Nonqualified Deferred Compensation Plan table above.
For purposes of the following table, the Company describes these terminations and potential payments:
In the event of a full career status retirement, the executive is generally eligible for a prorated STIP award based on months of active servicehis or her retirement date in the performance year as of their termination date and once final performance has been determined. RSUs granted within onein the year prior toof the retirement date of retirement are prorated based on months of active service prior to the retirement date, of retirement. RSUs granted more than one year prior to the date of retirementand continue to vest in accordance with theirthe vesting schedule. RSUs granted prior to the year of the retirement date will continue to vest in accordance with the vesting schedule. PSUs granted within onein the year prior toof the retirement date of retirement are prorated based on months of active service prior to the retirement date, of retirement and will be adjusted for final corporateCompany performance against the performance measures contained in the awards; such awards willand be payablesettled following approval of such performance. PSUs granted more than one year prior to the dateyear of the retirement date will remain outstanding until the end of the performance period, at which time they will be adjusted for final corporateCompany performance and be settled following approval of such performance. Stock options granted within onein the year prior toof the retirement date of retirement are prorated based on months of active servicethe retirement date, and continue to vest in accordance with the vesting schedule. Stock options granted prior to the dateyear of retirement. Stock options granted more than one year prior to the retirement date of retirement will continue to vest in accordance with theirthe vesting schedule. As
Disability — Disability occurs when an executive terminates employment by reason of his or her inability to engage in any gainful activity due to a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The executive is eligible for a full-year STIP award related to the year in which termination occurs once final Company performance has been determined. RSUs will continue to vest in accordance with the vesting schedule. PSUs will remain outstanding until the end of the performance period, at which time they will be adjusted for final Company performance and be settled following approval of such performance. Stock options will continue to vest in accordance with the vesting schedule.
Death — Following the death of an executive, the beneficiary of the executive is eligible to receive the full-year STIP award subject to adjustment for final Company performance. RSUs immediately vest in full and are settled within 90 days of death. PSUs will remain outstanding until the end of the performance period, at which time they will be adjusted for final Company performance and be settled following approval of such performance. Stock options immediately vest upon death.
| 72 | | EXECUTIVE COMPENSATION TABLES |
Change in Control (Double Trigger) — In the event of a termination of employment resulting from a change in control, an executive will be eligible for severance under the Executive Severance Program that provides a severance payment based on position and a multiple of base salary and COBRA. An executive will also receive a STIP award at target and the STIP award for the prior year if such award has been determined but not paid. If the STIP award for the prior year has not been determined, the award shall be determined at target and paid. All RSU awards will generally vest and become payable immediately prior to the change in control. For PSUs, the performance period will end immediately prior to the change in control and awards will be determined based on actual performance and converted to a time-based award. Stock options immediately vest and are exercisable upon termination as a result of a change in control.
Amounts shown below are calculated by assuming that the relevant employment termination event occurred on December 31, 2015, only Mr. Stevens was eligible for full career status retirement.
Name | Compensation Element(1)(2)(3) | Voluntary Separation or Termination for Cause ($) | Executive Severance Program ($) | Retirement(4) ($) | Disability ($) | Death ($) | Change in Control with Termination ($) | |||||||||||||||||||
Mary T. Barra | Cash | — | 4,253,798 | — | — | — | 4,238,798 | |||||||||||||||||||
| STIP | — | 4,200,000 | 5,250,000 | 5,250,000 | 5,250,000 | 4,200,000 | ||||||||||||||||||||
| LTIP | — | 6,019,689 | 27,895,364 | 27,895,364 | 27,895,364 | 27,895,364 | ||||||||||||||||||||
| TOTAL | — | 14,473,487 | 33,145,364 | 33,145,364 | 33,145,364 | 36,334,162 | ||||||||||||||||||||
Paul A. Jacobson | Cash | — | 1,534,820 | — | — | — | 1,519,820 | |||||||||||||||||||
| STIP | — | 1,250,000 | — | 1,562,500 | 1,562,500 | 1,250,000 | ||||||||||||||||||||
| LTIP | — | 2,006,563 | — | 10,680,309 | 10,680,309 | 10,680,309 | ||||||||||||||||||||
| TOTAL | — | 4,791,383 | — | 12,242,809 | 12,242,809 | 13,450,129 | ||||||||||||||||||||
Mark L. Reuss | Cash | — | 2,069,099 | — | — | — | 2,054,099 | |||||||||||||||||||
| STIP | — | 1,687,500 | 2,109,400 | 2,109,400 | 2,109,400 | 1,687,500 | ||||||||||||||||||||
| LTIP | — | 2,551,218 | 16,100,637 | 16,100,637 | 16,100,637 | 16,100,637 | ||||||||||||||||||||
| TOTAL | — | 6,307,817 | 18,210,037 | 18,210,037 | 18,210,037 | 19,842,236 | ||||||||||||||||||||
Michael Abbott | Cash | — | 1,244,099 | — | — | — | 1,229,099 | |||||||||||||||||||
| STIP | — | 1,000,000 | — | 1,250,000 | 1,250,000 | 1,000,000 | ||||||||||||||||||||
| LTIP | — | 7,836,774 | — | 15,673,512 | 15,673,512 | 15,673,512 | ||||||||||||||||||||
| TOTAL | — | 10,080,873 | — | 16,923,512 | 16,923,512 | 17,902,611 | ||||||||||||||||||||
Craig B. Glidden | Cash | — | 1,686,999 | — | — | — | 1,671,999 | |||||||||||||||||||
| STIP | — | 1,375,000 | 1,718,800 | 1,718,800 | 1,718,800 | 1,375,000 | ||||||||||||||||||||
| LTIP | — | 1,433,316 | 10,080,985 | 10,080,985 | 10,080,985 | 10,080,985 | ||||||||||||||||||||
| TOTAL | — | 4,495,315 | 11,799,785 | 11,799,785 | 11,799,785 | 13,127,984 | ||||||||||||||||||||
| (1) | | |||
| Voluntary | ||||||||||||||
| Separation or | Executive | Change in | ||||||||||||
| Compensation | Termination | Severance | Control with | |||||||||||
| Name | Element(1)(2)(3) | for Cause | Program | Retirement(4) | Disability | Death | Termination | |||||||
| Mary T. Barra | Cash | – | 3,553,994 | – | – | – | 3,538,994 | |||||||
| STIP | – | 3,062,500 | – | 3,062,500 | 3,062,500 | 3,062,500 | ||||||||
| LTIP | – | 1,687,542 | – | 28,244,848 | 27,756,293 | 26,467,486 | ||||||||
| TOTAL | – | 8,304,036 | – | 31,307,348 | 30,818,793 | 33,068,980 | ||||||||
| Charles K. Stevens, III | Cash | – | 1,544,246 | – | – | – | 1,529,246 | |||||||
| STIP | – | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 | ||||||||
| LTIP | – | 1,046,216 | 3,903,216 | 7,200,387 | 6,975,853 | 7,200,387 | ||||||||
| TOTAL | – | 3,840,462 | 5,153,216 | 8,450,387 | 8,225,853 | 9,979,633 | ||||||||
| Daniel Ammann | Cash | – | 1,844,246 | – | – | – | 1,829,246 | |||||||
| STIP | – | 1,500,000 | – | 1,500,000 | 1,500,000 | 1,500,000 | ||||||||
| LTIP | – | 695,573 | – | 12,408,859 | 11,919,433 | 10,615,818 | ||||||||
| TOTAL | – | 4,039,819 | – | 13,908,859 | 13,419,433 | 13,945,064 | ||||||||
| Mark L. Reuss | Cash | – | 1,694,246 | – | – | – | 1,679,246 | |||||||
| STIP | – | 1,375,000 | – | 1,375,000 | 1,375,000 | 1,375,000 | ||||||||
| LTIP | – | 592,829 | – | 12,553,571 | 12,121,151 | 10,984,724 | ||||||||
| TOTAL | – | 3,662,075 | – | 13,928,571 | 13,496,151 | 14,038,970 | ||||||||
| Craig B. Glidden | Cash | – | 1,094,246 | – | – | – | 1,079,246 | |||||||
| STIP | – | 875,000 | – | 875,000 | 875,000 | 875,000 | ||||||||
| LTIP | – | 148,488 | – | 5,265,786 | 5,265,786 | 5,265,786 | ||||||||
| TOTAL | – | 2,117,734 | – | 6,140,786 | 6,140,786 | 7,220,032 | ||||||||
Cash amounts shown for Executive Severance Program and Change in Control with Termination are based on the Executive Severance |
| (2) | STIP |
| (3) | LTIP amounts shown reflect the value of any unvested RSU awards, PSU awards, and stock options that may vest upon termination. The value of the awards is based on |
| (4) | Ms. Barra, Mr. |
| EXECUTIVE COMPENSATION TABLES | 2024 Proxy Statement | 73 |
CEO Pay Ratio
Our CEO, who leads our global workforce of 163,000 employees (99,000 located in the United States and 64,000 non-U.S. employees) as of December 31, 2023, earned $27,847,405 in total compensation in 2023 as reported in the Summary Compensation Table.
To identify our new median employee for 2023, we:
| 1. | Excluded all employees (7,595) in the following 28 countries under the SEC’s 5 percent de minimis exemption: Argentina (1,468), Australia (173), Chile (222), China (1,041), Colombia (952), Ecuador (396), Egypt (599), Germany (102), India (352), Indonesia (8), Ireland (480), Israel (812), Italy (1), Japan (38), New Zealand (14), Norway (1), Peru (37), Philippines (488), Singapore (3), South Africa (4), Sweden (4), Switzerland (111), Taiwan (9), Thailand (45), United Arab Emirates (185), United Kingdom (37), Uruguay (8), and Uzbekistan (5); |
| 2. | Calculated year-to-date payroll as of November 1, 2023, for all employees excluding the CEO; |
| 3. | Identified the middle 51 employees using year-to-date payroll converted to U.S. dollars as a consistently applied compensation measure; |
| 4. | Calculated annual total compensation for the 51 middle employees based on the same SEC requirements that apply to determine total compensation in the Summary Compensation Table; and |
| 5. | Re-ranked all middle 51 employees and selected the median employee. |
At GM, we believe that fair and equitable pay is an essential element of any successful organization, and we invest in our employees with market-competitive pay and benefits. We compensate our employees to create alignment with the short-term and long-term goals tied to the success of the Company and with our vision of zero crashes, zero emissions, and zero congestion.
Based on our calculation, we can reasonably estimate that our median employee earned $91,778 in 2023. The ratio of our CEO’s compensation to that of our median employee is estimated to be 303:1.
The rules outlined by the SEC for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to calculate the median employee, excluding up to 5 percent of the workforce, and make reasonable estimates and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Other companies have different employee populations, compensation practices, and the ability to utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
| 74 | | EXECUTIVE COMPENSATION TABLES |
Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||||||||
Year | Summary Compensation Table Total for CEO (1) ($) | CAP to CEO (3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs (2) ($) | Average CAP to Non-CEO NEOs (3) ($) | TSR (4) ($) | Peer Group TSR (5) ($) | Net Income (6) ($B) | EBIT- adjusted (7) ($B) | ||||||||||||||||||||||||
| 2023 | 27,847,405 | 21,715,743 | 15,245,310 | 12,490,596 | 102 | 170 | 9.840 | 12.357 | ||||||||||||||||||||||||
| 2022 | 28,979,570 | (16,991,516 | ) | 10,539,930 | (2,724,335 | ) | 94 | 128 | 9.708 | 14.474 | ||||||||||||||||||||||
| 2021 | 29,136,780 | 76,096,506 | 9,982,519 | 19,443,928 | 164 | 188 | 9.945 | 14.295 | ||||||||||||||||||||||||
| 2020 | 23,657,987 | 45,185,399 | 6,632,869 | 5,817,820 | 116 | 151 | 6.321 | 9.710 | ||||||||||||||||||||||||
| (1) | Ms. Barra served as our CEO in 2023, 2022, 2021, and 2020. |
| (2) | Non-CEO NEOs in 2023 included Messrs. Jacobson, Reuss, Abbott, and Glidden.Non-CEO NEOs in 2022 and 2021 included Mr. Jacobson, Mr. Reuss, Mr. Douglas Parks (Former Executive Vice President, Global Product Development, Purchasing and Supply Chain), and Mr. Stephen Carlisle (Former Executive Vice President and President, North America).Non-CEO NEOs in 2020 included Messrs. Jacobson, Reuss, Parks, and Carlisle, Ms. Dhivya Suryadevara (Former Executive Vice President and Chief Financial Officer), Mr. John Stapleton (Vice President and Chief Financial Officer, North America and Former Acting Chief Financial Officer), and Mr. Barry Engle (Former Executive Vice President and President, North America). |
| (3) | Reflects CAP values computed in accordance with Item 402(v) of Regulation S-K and FASB ASC Topic 718. |
2023 | 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||||||||
CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | |||||||||||||||||||||||||||||||||||||
SCT Total | 27,847,405 | 15,245,310 | 28,979,570 | 10,539,930 | 29,136,780 | 9,982,519 | 23,657,987 | 6,632,869 | ||||||||||||||||||||||||||||||||||||
Less: Change in Actuarial Present Value Reported in the “Change in Pension Value and NQ Deferred Compensation Earnings” Column of the SCT | — | (5,554 | ) | — | — | — | — | (423,608 | ) | (141,675 | ) | |||||||||||||||||||||||||||||||||
Plus: Service Cost for Pension Plans | — | — | — | — | — | — | — | 149 | ||||||||||||||||||||||||||||||||||||
Less: Amount Reported in the “Stock Awards” Column of the SCT | (14,625,000 | ) | (10,139,445 | ) | (14,625,000 | ) | (5,470,294 | ) | (14,582,198 | ) | (5,069,059 | ) | (13,093,722 | ) | (3,793,686 | ) | ||||||||||||||||||||||||||||
Plus: Year-end Fair Value of Outstanding and Unvested Stock Awards Granted in the Covered Year | 11,941,185 | 8,866,850 | 8,629,590 | 3,227,799 | 18,914,281 | 6,574,982 | 18,050,565 | 3,545,877 | ||||||||||||||||||||||||||||||||||||
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years | (5,416,604 | ) | (1,411,612 | ) | (25,258,220 | ) | (7,683,634 | ) | 25,646,494 | 5,307,302 | 10,087,483 | 768,879 | ||||||||||||||||||||||||||||||||
Change in Fair Value of Stock Awards that Vested in the Covered Year | 3,397,165 | 583,155 | (4,942,601 | ) | (732,230 | ) | 5,626,432 | 646,960 | (847,866 | ) | (1,522 | ) | ||||||||||||||||||||||||||||||||
Less: Fair Value of Stock Awards Forfeited During the Covered Year | — | — | — | — | — | — | — | (1,617,289 | ) | |||||||||||||||||||||||||||||||||||
Less: Amount Reported in the “Option Awards” Column of the SCT | (4,875,013 | ) | (1,796,486 | ) | (4,875,010 | ) | (1,823,438 | ) | (3,937,507 | ) | (1,368,752 | ) | (3,750,002 | ) | (974,378 | ) | ||||||||||||||||||||||||||||
EXECUTIVE COMPENSATION TABLES | 2024 Proxy Statement | 75 |
2023 | 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||||||||
CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | |||||||||||||||||||||||||||||||||||||
Plus: Year-end Fair Value of Outstanding and Unvested Option Awards Granted in the Covered Year | 3,155,717 | 1,162,910 | 2,584,980 | 966,880 | 3,694,210 | 1,284,177 | 10,379,470 | 1,434,466 | ||||||||||||||||||||||||||||||||||||
Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Years | (774,417 | ) | (213,916 | ) | (5,055,582 | ) | (1,267,702 | ) | 6,628,520 | 1,281,139 | 2,881,004 | 231,707 | ||||||||||||||||||||||||||||||||
Change in Fair Value of Option Awards that Vested in the Covered Year | 1,065,305 | 199,384 | (2,429,243 | ) | (481,646 | ) | 4,969,494 | 804,660 | (1,755,912 | ) | (177,797 | ) | ||||||||||||||||||||||||||||||||
Less: Fair Value of Option Awards Forfeited During the Covered Year | — | — | — | — | — | — | — | (89,780 | ) | |||||||||||||||||||||||||||||||||||
CAP Total | 21,715,743 | 12,490,596 | (16,991,516 | ) | (2,724,335 | ) | 76,096,506 | 19,443,928 | 45,185,399 | 5,817,820 | ||||||||||||||||||||||||||||||||||
| (4) | Represents the cumulative TSR of the Company of an initial investment of $100 for the measurement period beginning December 31, 2019, and ending December 31, 2023, 2022, 2021, or 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K as required under Item 402(v) of RegulationS-K. |
| (5) | Represents the cumulative TSR of the Dow Jones Automobiles & Parts Titans 30 Index (the “Peer Group TSR”) of an initial investment of $100 for the measurement period beginning December 31, 2019, and ending December 31, 2023, 2022, 2021, or 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K as required under Item 402(v) of RegulationS-K. |
| (6) | Reflects net income as shown in the Company’s Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020. |
| (7) | Reflects EBIT-adjusted, the company-selected measure for 2023 and 2022, as shown in the Company’s Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020. Refer to Appendix A for a reconciliation of EBIT-adjusted to its closest comparable GAAP measure. Please note EBIT-adjusted may not have been the company-selected measure for 2021 and 2020, and we may determine a different measure to be the company-selected measure in future years. |
Tabular List of Most-Important Measures |
EBIT-adjusted |
EBIT-adjusted Margin |
Relative TSR |
76 |
| EXECUTIVE COMPENSATION TABLES |
Equity Compensation Plan Information
The following table provides information as of December 31, 2015,2023, about the Company’s common stock that may be issued upon the exercise of options, warrants, and rights under all of the Company’s existing equity compensation plans.
| Number of Securities | ||||||||||||||||||
| Remaining Available for | ||||||||||||||||||
| Number of Securities to | Future Issuance Under | |||||||||||||||||
| be Issued Upon Exercise | Weighted-Average Exercise | Equity Compensation Plan | ||||||||||||||||
| of Outstanding Options, | Price of Outstanding Options, | (excluding securities | ||||||||||||||||
| Warrants, and Rights | Warrants, and Rights | reflected in column (A)) | ||||||||||||||||
| Plan Category | (A) | (B) | (C) | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (A) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (B)(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan (excluding securities reflected in column (A)) (C) | ||||||||||||
| Equity compensation plans approved by security holders | 33,687,420(1) | 31.32(2) | 21,097,467 | |||||||||||||||
Equity compensation plans approved by security holders | ||||||||||||||||||
Equity compensation plans approved by security holders | ||||||||||||||||||
Equity compensation plans approved by security holders | 39,905,114 | (2) | $ | 39.79 | 48,157,517(3) | |||||||||||||
| Equity compensation plans not approved by security holders | – | – | – | |||||||||||||||
Equity compensation plans not approved by security holders | ||||||||||||||||||
Equity compensation plans not approved by security holders | ||||||||||||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||||||
| Total | 33,687,420 | 31.32 | 21,097,467 | |||||||||||||||
Total | ||||||||||||||||||
Total | ||||||||||||||||||
Total | 39,905,114 | $ | 39.79 | 48,157,517 | ||||||||||||||
| (1) | Represents the weighted-average exercise price of outstanding options. The weighted-average price does not take RSU and PSU awards into account since they do not have exercise prices. |
| (2) | The number includes the following: |
21,755,568 shares represent |
14,684,041 shares represent PSU awards assuming performance is achieved at target. For performance above target, awards may be settled in common stock, cash, or | ||
| ||||
3,465,505 shares represent RSUs. |
Executive compensation is an important matter forThe number represents awards outstanding under our shareholders. The Dodd-Frank Wall Street Reform2020 Long-Term Incentive Plan and Consumer Protection Act requires that we provide you with the opportunity to vote to approve, on a nonbinding advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC (sometimes referred to as “Say-on-Pay”).
An advisory vote on how frequently we would hold Say-on-Pay votes was held atCompany’s predecessor plans (i.e., the 2014 Annual Meeting, and over 82 percent of shares voted were voted in favor of an annual vote. In 2015, over 97 percent of shares voted were voted “FOR” our Say on Pay proposal.
The Compensation Committee has approved the compensation arrangements for our named executive officers described in our CD&A and accompanying compensation tables beginning on page 35 of this Proxy Statement. We urge you to read the CD&A for a more complete understanding of our executive compensation plans, including our compensation philosophy and objectivesLong-Term Incentive Plan and the 2015 compensation of named executive officers.
We are asking shareholders to vote in favor of the following resolution:
RESOLVED, that the compensation paid to2017 Long-Term Incentive Plan). The only awards outstanding under the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussionpredecessor plans are vested and Analysis, compensation tables, and the related narrative discussion, is hereby APPROVED.
As an advisory vote, this proposal is nonbinding. Although the vote is nonbinding, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for named executive officers.
The next Say-on-Pay vote will occur at our 2017 Annual Meeting.
Vote Required
The affirmative vote of a majority of the shares of our Common Stock present or represented by proxy and entitled to vote at the Annual Meeting is required for approval of this proposal. If you own shares through a broker, bank, or other nominee, you must instruct your broker, bank, or other nominee on how to vote your shares to ensure that your shares will be represented and voted on this proposal.
The Board of Directors recommends a voteFORthe advisory proposal to approve executive compensation.
unexercised options.
| (3) | | |||
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. To oversee continuing audit independence and objectivity, the Audit Committee periodically considers whether there should be a rotation of the independent registered public accounting firm. In accordance with the mandated rotation of the accounting firm’s lead engagement partner, the Audit Committee is also involved in the selection of the accounting firm’s lead engagement partner working with Deloitte & Touche LLP (“Deloitte”), with input from management.
The Audit Committee annually evaluates the performance of the independent auditor and reviewed the following performance factors in deciding whether to retain the independent auditor:
Following this evaluation, the Audit Committee has selected Deloitte as GM’s independent registered public accounting firm for 2016. The Audit Committee believes that the retention of Deloitte to serve as the Company’s independent registered public accounting firm for 2016 is in the best interest of the Company and its shareholders. Deloitte and its predecessor companies have been GM’s or General Motors Corporation’s auditors since 1918. The Audit Committee considers Deloitte well qualified, with offices or affiliates in or near most locations in the U.S. and other countries where General Motors operates.
The Board of Directors has concurred in an advisory capacity with the Audit Committee’s selection of Deloitte, and the appointment of Deloitte will be submitted to the shareholders at the Annual Meeting for ratification. If the shareholders do not ratify the selection of Deloitte as the independent registered public accounting firm for the Company for 2016, the Audit Committee will reconsider whether to engage Deloitte, but may ultimately determine to engage that firm or another audit firm without resubmitting the matter to shareholders. Among the factors the Audit Committee may consider in making this determination are the difficulty and the expense of changing independent registered public accounting firms in the middle of a fiscal year. Even if the shareholders ratify the selection of Deloitte, the Audit Committee may in its sole discretion terminate the engagement of Deloitte and direct the appointment of another independent registered public accounting firm at any time during the year, although it has no current intention to do so.
Representatives of Deloitte will attend the Annual Meeting and will have the opportunity to make any statement they wish. They will also be available to respond to appropriate questions.
The Board of Directors recommends a voteFORthe proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for GM and its subsidiaries for 2016.
The following Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference in this Proxy Statement or any portion hereof into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed thereunder.
| ||||
The Audit Committee of the General Motors Board of Directors is a standing committee composed of four directors who meet the independence, financial expertise, and other qualification requirements of the NYSE and applicable securities laws. It operates under a written charter adopted by the Committee and approved by the Board of Directors, which is posted on our website atwww.gm.com/investor, under “Corporate Governance.” The members of the Committee are Thomas M. Schoewe (Chair), Linda R. Gooden, Kathryn V. Marinello, and Michael G. Mullen. The Board has determined that Mr. Schoewe, Ms. Gooden, and Ms. Marinello qualify as “audit committee financial experts” as defined by the SEC’s regulations. The Committee annually selects the Company’s independent registered public accounting firm (“auditor”).
Management is responsible for the Company’s internal controls and the financial reporting process and has delivered its opinion on the effectiveness of the Company’s controls. The auditor is responsible for performing an independent audit of the Company’s consolidated financial statements and opining on the effectiveness of those controls in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing its reports thereon. As provided in its charter, the Committee’s responsibilities include monitoring and overseeing these processes.
Consistent with its charter responsibilities, the Committee has met and held discussions with management and Deloitte & Touche LLP, the Company’s auditor for 2015, regarding the Company’s audited financial statements and internal controls for the year ended December 31, 2015. In this context, management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Committee reviewed and discussed the consolidated financial statements with management and the auditor and further discussed with the auditor the matters required to be discussed by the standards of the PCAOB.
The Company’s auditor has also provided to the Committee the written disclosures and the letter required by the applicable requirements of the PCAOB concerning independence, and the Committee has discussed with the auditor the auditor’s independence. The Committee has also considered and determined that the provision of non-audit services provided to GM is compatible with maintaining the auditor’s independence. The Committee concluded that Deloitte is independent from the Company and its management.
Based upon the Committee’s discussions with management and the auditor as described in this report and the Committee’s review of the representation of management and the reports of the auditors to the Committee, the Committee recommended to the Board of Directors and the Board of Directors approved the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on February 3, 2016.
| ||||
Fees Paid to Independent Registered Public Accounting Firm
The Audit Committee retained Deloitte to audit the Company’s consolidated financial statements and the effectiveness of internal controls, as of and for the year ended December 31, 2015. The Company and its subsidiaries also retained Deloitte and certain of its affiliates, as well as other accounting and consulting firms, to provide various other services in 2015. Deloitte initially presents the proposed annual audit services and their related fees to the Audit Committee for approval on an audit-year basis.
The services performed by Deloitte in 2015 were preapproved in accordance with the preapproval policy and procedures established by the Audit Committee. This policy requires that prior to the provision of services by the auditor, the Audit Committee will be presented, for consideration, a description of the types of Audit-Related, Tax, and All Other Services expected to be performed by the auditor during the fiscal year, with amounts budgeted for each category (Audit-Related, Tax, and All Other Services). Any requests for such services for $1 million or more not contemplated and approved by the Audit Committee initially must thereafter be submitted to the Audit Committee (or the Chair of the Audit Committee in an urgent case) for specific preapproval. Requests for services less than $1 million individually can be approved by management based on the amounts approved for each category. Management must report actual spending for each category to the full Audit Committee periodically during the year.
These services are actively monitored (both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in Deloitte’s core work, which is the audit of the Company’s consolidated financial statements and internal control. The Audit Committee determined that all services provided by Deloitte in 2015 were compatible with maintaining the independence of Deloitte.
The following table summarizes Deloitte fees billed or expected to be billed in connection with 2015 services. For comparison purposes, actual billingsprovides information on share usage for 2014 services are also displayed.awards granted and performance awards vested/earned during fiscal year 2023 under the Company’s equity compensation plans.
| 2015 | 2014 | |||||||
| Type of Fees | ($ in millions) | ($ in millions) | ||||||
| Audit | 32 | 36 | ||||||
| Audit-Related | 5 | 7 | ||||||
| Tax | 5 | 7 | ||||||
| Subtotal | 42 | 50 | ||||||
| All Other Services | 3 | 1 | ||||||
| TOTAL | 45 | 51 | ||||||
| Granted | Performance Awards Vested/Earned | |||||||
RSUs | 2,650,000 | — | ||||||
PSUs | 7,200,000 | 6,100,000 | ||||||
Time-Based Stock Options | 4,450,000 | — | ||||||
Performance-Based Stock Options | — | — | ||||||
| EXECUTIVE COMPENSATION TABLES | 2024 Proxy Statement | 77 |
Audit Fees– Includes fees for the integrated audit of the Company’s annual consolidated financial statements and attestation of the effectiveness of the Company’s internal controls over financial reporting, including reviews of the interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q and audits of statutory financial statements.
Audit-Related Fees– Includes fees for assurance and related services that are traditionally performed by[THIS PAGE INTENTIONALLY LEFT BLANK]
ITEM NO. 4:
Shareholder Proposal
Requesting a Report on the independent registered public accounting firm. More specifically, these services include employee benefit plan audits, comfort lettersUse of Child Labor in connectionConnection with funding transactions, other attestation services, and consultation concerning financial accounting and reporting standards.the Company’s EV Supply Chain
Tax Fees– Includes fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.
All Other Fees– Includes fees for other advisory services related to risk management, contract compliance activities, and product-related data enhancement.
| ||||
Holy Land Principles, Inc., Capitol Hill, P.O. Box 15128, Washington, D.C. 20003-0849,New Breeze, 12309 Briarbush Ln, Potomac, MD 20854, owner of approximately 1341,411 shares of GM common stock, has given notice that it intends to present for action at the Annual Meeting the following shareholder proposal:proposal. The shareholder proponent is responsible for the content of the proposal for which we and our Board accept no responsibility.
WHEREAS,
Resolved: Shareholders request that, beginning in 2025, General Motors Company has operations in Palestine-Israel;
WHEREAS, achieving a lasting peace in(“GM”) report annually to shareholders on the Holy Land — with security for Israel and justice for Palestinians — encourages usextent to promote a means for establishing justice and equality;
WHEREAS, fair employmentwhich its electric vehicle (“EV”) supply chain may involve, rely, or depend on child labor outside the United States. The report should be the hallmark of any American companydone at home or abroadreasonable cost and is a requisite for any just society;
WHEREAS, Holy Land Principles, Inc., a non-profit organization, has proposed a set of equal opportunity employment principles to serve as guidelines for corporations in Palestine-Israel.
These are:
RESOLVED: Shareholders request the Board of Directors to:
Make all possible lawful efforts to implementomit proprietary and/or increase activityconfidential business information.
Supporting Statement: Investors are concerned that potential and actual use of child labor in GM’s supply chain poses significant financial, reputational, and legal risks to the company and to investors. Investors seek reliable data to evaluate those risks.
Whereas: Numerous reports have shown that the mining of cobalt, a key component in EV batteries, is heavily dependent on each of the eight Holy Land Principles.
Supporting Statement
The proponent believes that GM benefits by hiring from the widest available talent pool. An employee’s ability to do the job should be the primary consideration in hiring and promotion decisions. Implementation of the Holy Land Principles — which are both pro-Jewish and pro-Palestinian — will demonstrate concern for human rights and equality of opportunity in its international operations. Please vote your proxy FOR these concernschild labor. Findings include:
| About 70% of the global cobalt supply comes from the Democratic Republic of the Congo (DRC).1 |
| • | Cobalt mining in the DRC is often done by children – as many as 40,000 – working in hazardous conditions that pose a serious risk of injury or death.2 |
| • | Membership in industry initiatives and other civil society organizations does not demonstrate that a company’s cobalt supply chain is free of child labor, since these organizations have limited governmental involvement and lack authority to effectively regulate cobalt production.3 |
| • | As of 2020, the large majority of cobalt-producing mines in Congo were owned or financed by Chinese companies,4 and the DRC government has made “minimal advancement” in efforts to |
As much as 70% of cobalt from the DRC is connected with child labor.6 And virtually all Cobalt from the DRC is tainted by various degrees of abuse including slavery, child labor, forced labor, human trafficking, hazardous and toxic working conditions, meager wages, and incalculable environmental harm.7 |
| • | Monitoring the situation is difficult due to “aggressive security forces, intense surveillance, the remoteness of many mining areas, distrust of outsiders, and the sheer scale of hundreds of thousands of people engaged in the feverish excavation of cobalt in medieval conditions”.8 |
| • | The use of child labor or forced labor in a company’s supply chain creates a risk of potentially costly lawsuits and government investigations.9 |
GM provides insufficient information on the extent to which its supply chain involves or depends on the direct or indirect exploitation of child labor and other human-rights violations outside the United States. As a result, investors are unable to evaluate whether the company is adequately addressing these material risks.
| 1 | https://pubs.usgs.gov/periodicals/mcs2023/mcs2023-cobalt.pdf |
| 2 | https://www.dol.gov/agencies/ilab/reports/child-labor/list-of-goods/supply-chains/lithium-ion-batteries; https://www.dol.gov/agencies/ilab/combatting-child-labor-democratic-republic-congos-cobalt-industry-cotecco; https://www.ilo.org/wcmsp5/groups/public/---asia/---ro-bangkok/---ilo-manila/documents/publication/wcms_720743.pdf |
| 3 | https://www.dol.gov/sites/dolgov/files/Gayar.Arwa.T%40dol.gov/DRC-CO~2.PDF |
| 4 | https:www.nytimes.com/2021/11/20/world/china-congo-cobalt.html#:~:text=As%20of%20last%20year%2C%2015,the%20largest%20cobalt%20mines% 20there |
| 5 | https://www.dol.gov/agencies/ilab/resources/reports/child-labor/congo-democratic-republic-drc |
| 6 | Siddharth Kara, Cobalt Red - How the Blood of the Congo Powers Our Lives, (New York, NY; St. Martin’s Publishing Group, 2023) |
| 7 | Id.; see also https://www.dol.gov/agencies/ilab/reports/child-labor/list-of-goods/supply-chains/lithium-ion-batteries; https://www.dol.gov/sites/dolgov/files/ILAB/child_labor_reports/tda2021/2022-TVPRA-List-of-Goods-v3.pdf; https://www.amnesty.org/en/documents/afr62/3183/2016/en/; |
https://www.dol.gov/sites/dolgov/files/ILAB/evaluation_type/final_evaluation/DRC-COTECCO-Final-Evaluation-Report-NonPII.pdf |
| 8 | Siddharth Kara, Cobalt Red. |
| 9 | https://www.business-humanrights.org/en/latest-news/china-association-of-uighurs-files-lawsuit-in-france-against-nike-for-deceptive-business-practices-and-complicity-in-the-concealment-of-forced-labour/; https://www.theguardian.com/global-development/2021/feb/12/mars-nestle-and-hershey-to-face-landmark-child-slavery-lawsuit-in-us; https://www.wsj.com/articles/tesla-gm-among-car-makers-facing-senate-inquiry-into-possible-links-to-uyghur-forced-labor-11671722563 |
| ITEM NO. 4: SHAREHOLDER PROPOSAL | 2024 Proxy Statement | 79 |
The Board of Directors recommends a voteAGAINST the adoption of this shareholder proposal for the following reasons:
• GM’s policies and practices reflect our zero-tolerance policy toward child labor and our commitment to building a sustainable and ethical EV supply chain. • The requested report is unnecessary because GM already follows robust and transparent reporting practices. |
GM’s policies reflect our strong focus on building a sustainable and ethical EV supply chain, and we have a zero-tolerance policy towards child labor.
GM is deeply committed to providing fair employment throughout its operations, globally. We have robustprotecting human rights and has a zero-tolerance policy towards child labor, both of which are underscored across our corporate policies, and procedures in place to supportincluding our long-standing commitment to equal employment opportunity, non-discrimination and diversity in each of our operations around the world, including in Israel. These policies and procedures also support our objective to provide a workplace environment that naturally encourages each employee to contribute to their highest potential and to be engaged in accomplishing GM’s vision of building the world’s most valued automotive company. They reflect our respect for employee differences as a source of innovation, which is critical to GM’s success.
Our commitment to integrity in the workplace can be found in GM’s Code of Conduct,Winning “Winning With Integrity: Integrity,” Supplier Code of Conduct, and Human Rights Policy, and our Anti-Slavery and Human Trafficking Statement. These policies are guided by the principles of the United Nations Global Compact and offer detailed insight on how we approach issues like child labor in our facilities and with our suppliers. In particular, our Human Rights Policy emphasizes our expectation that our suppliers are committed to protecting the rights of children and other vulnerable groups. The Board, through its Governance Committee, receives regular updates on how the Human Rights Policy is being implemented and reviews any remedial actions.
Our Valuescontractual relationships with suppliers are premised on our Terms and GuidelinesConditions, which require compliance with laws and obligate suppliers to avoid child labor or any other form of forced or involuntary labor in the supplying of goods and services to GM, including through any of their subcontractors, vendors, agents, or other associated third parties. In addition, we require our Tier 1 suppliers to abide by the expectations outlined in our Supplier Code of Conduct and to cascade those expectations, including the prohibition of child labor, throughout their own supply chains.
GM has established robust processes and practices to help monitor and improve the sustainability and ethical practices within its EV supply chain.
We continuously monitor our supply chain for Employeecompliance with laws, our Supplier Code of Conduct,(“Winning With Integrity”), and our policies, including through our annual supplier survey, in which describeswe ask them to confirm that they comply with and cascade GM’s Supplier Code of Conduct or an equivalent code of conduct throughout their own supply chains. If we become aware of allegations of violations of child labor laws, our agreements, our Supplier Code of Conduct, or our policies, we take appropriate action to review and substantiate the policiesallegations. In some cases, we elect to leverage third-party audits for high-risk suppliers or, where we have identified a potential concern, we may also request sub-tier audits. GM representatives also visit supplier sites from time to time to reinforce the seriousness of these issues and expectations that guideto utilize our relationship leverage to prompt timely resolution of any concerns. We hold all suppliers to our high standards and, where circumstances warrant, we are prepared to terminate supplier relationships. GM also requires employees who are frequently at supplier facilities to undertake annual training about identifying child and forced labor and provides external training to improve supplier operations and practices in this area.
Understanding the conductimportance of human rights and sustainability across global supply chains, GM has taken steps to enhance our employees worldwide. Winning With Integrity canunderstanding of, and improve accountability and transparency in, the global supply of certain key minerals through work with third-party organizations. For example, GM is a member of the Initiative for Responsible Mining Assurance. GM also has established contractual relationships with mines and suppliers closer to the origination point of certain minerals to increase supply chain visibility.
The requested report is unnecessary because GM already follows robust and transparent reporting practices.
GM’s approach to supply chain governance, human rights, and compliance are addressed in our annual Sustainability Report, which will be foundavailable at gmsustainability.com. Specifically, GM makes disclosures aligned with relevant Global Reporting Initiatives and Sustainability Accounting Standards Board standards. Furthermore, GM engages regularly with shareholders and other stakeholders on these and other critical human rights and sustainability issues. GM will continue to provide robust public disclosure on its actions and engagement on human rights matters, including our expanding engagement with providers of raw materials throughout our supply chain.
Therefore, the Company’s website, www.gm.com/investor, by clicking on “Investors,” then “Corporate Governance.”Board of Directors recommends a vote AGAINST this shareholder proposal.
| 80 | | ITEM NO. 4: SHAREHOLDER PROPOSAL |
In relevant part, Winning With Integrity describes our guiding principles
ITEM NO. 5:
Shareholder Proposal
To Eliminate EV Targets from Incentive Compensation Programs
The National Legal and Policy Center, 107 Park Washington Court, Falls Church, Virginia 22046, owner of 100 shares of GM common stock, has given notice that it intends to present for action at the Annual Meeting the following shareholder proposal. The shareholder proponent is responsible for the workplace environment and articulates our commitment to fair employment. GM will extend equal employment opportunities to qualified applicants and employees and strives to maintain a workplace environment that is free of discrimination, hostility, and physical or verbal harassment with respect to age, race, color, sex, religion, national origin, disability, sexual orientation, gender identity or expression, or military status. We will also adhere to government, state, and local guidelines that support providing a workplace which exhibits respect for employees and fair employment opportunities. As further explained below, our robust employment policies and procedures support GM’s position.
We hire, promote, train, and compensate employees based on merit, experience, or other work-related criteria. We recognize the value of incorporating diverse backgrounds in our global workforce and endeavor to drive diversity throughout the Company by creating a work environment that accepts and tolerates differences while promoting productivity and teamwork. As a result of this commitment, GM continues to earn national and global recognition, as evidenced by the many awards we have received from leading publications and organizations, such asDiversityInc,LATINA Style,Black Enterprise, American Chamber of Commerce (Middle East and North Africa), andFortune Magazine Korea, just to name a few.
GM’s operations in Israel complies with all of GM’s global employment principles and practices, while operating according to all local and international regulatory requirements. We are actively growing our team in Israel and doing so through application of our own fair employment policies. GM Israel is a diverse organization with employees from different nationalities, such as Israeli, German, French, and Danish; various countries of origin, such as Russia, Argentina, United Kingdom, Australia, and Peru; and different religions, including Judaism, Islam, and Christianity.
As with many other local and multinational companies, GM Israel receives incentives from the local government, particularly provided to companies, similar to GM, that have a local research and development or product development site. The purpose of these incentives is to promote local technical activity and deliverables with a goal only to increase Israel’s industrial business and activity. None of these government incentives lead directly or indirectly to discrimination or a preference toward a particular nationality, race, ethnic, or religious group.
GM maintains strong policies and procedures that affirm our commitment to equal opportunity employment, non-discrimination and diversity that we apply globally. As such, the Board believes that our current employment standards fully satisfy the proposal’s objective and, therefore, the adoptioncontent of the proposal is unnecessary.for which we and our Board accept no responsibility.
Whereas: The “scientific consensus”12 claims anthropogenically-driven climate change will result in catastrophic impacts to the environment, to the planet, and to humans. Electric vehicles are touted as an essential tool to fight climate change.3 However, research increasingly shows the potential consequences of carbon dioxide emissions have been greatly overstated.4 For example:
| • | Corporate climate policy is often guided by the Paris Agreement, which is heavily informed by the Intergovernmental Panel on Climate Change.5 These targets consistently misrepresent the underlying science, are not legally binding, nor legitimized by scientific evidence. |
| • | The unrealistic targets assume a return to a previous era of unrestrained fossil fuel usage and heavy reliance on coal power.6 This extreme scenario is unlikely since most nations have climate policies in place.7 |
| • | These apocalyptic predictions have been repeatedly proven false.8 Climate models used to predict future events “may be overly sensitive to carbon dioxide increases and therefore project future warming that is unrealistically high.”9 |
In addition, EVs are plagued by economic, logistical, and ethical downsides, including:
| • | Pre-tax operating profit for the EV division at General Motors Company (“GM” or “Company”) may not be positive until 2025.10 |
| • | The division relies on politically controversial EV subsidies11 that may be repealed under a new U.S. government in 2025.12 |
| • | According to an open letter to President Biden signed by almost 4,000 auto dealers, most consumers don’t want EVs.13 |
| • | Electric vehicle batteries require large quantities of rare-earth elements, which are overwhelmingly owned, mined, and processed by China.14 This presents a risk for U.S. companies that could become political targets of the Chinese Communist Party. |
| • | Battery supply chains are tainted by forced labor.1516 |
Supporting Statement: Considering the evidence that EVs are unnecessary, unprofitable, and unethical, GM’s executive pay incentives are an inefficient deployment of company resources:
| • | According to the Company’s 2023 proxy statement, the Compensation Committee incorporates strategic goals into executive STIPs.17 |
| 1 | https://www.mdpi.com/2225-1154/11/11/215 |
| 2 | https://nypost.com/2023/08/09/climate-scientist-admits-the-overwhelming-consensus-is-manufactured/ |
| 3 | https://www.carbonbrief.org/factcheck-how-electric-vehicles-help-to-tackle-climate-change/ |
| 4 | https:// judithcurry.com/2023/03/28/uns-climate-panic-is-more-politics-than-science/ |
| 5 | https://www.ipcc.ch/sr15/ |
| 6 | https://www.sciencedirect.com/science/article/pii/S0140988317301226 |
| 7 | https://www.carbonbrief.org/explainer-the-high-emissions-rcp8-5-global-warming-scenario/ |
| 8 | https://www.aei.org/carpe-diem/18-spectacularly-wrong-predictions-were-made-around-the-time-of-the-frrst-earthday-in-1970-expect-more-this-year/ |
| 9 | https://www.sciencedaily.com/releases/2020/04/200430113003.htm |
| 10 | https://www.wsj.com/business/autos/general-motors-finds-itself-in-a-jam-7204ef81 |
| 11 | https://www.wsj.com/articles/subsidies-supercharge-gms-ev-strategy-11668776501 |
| 12 | https://www.politico.com/news/2023/08/16/how-a-republican-president-could-hobble-the-climate-law-OO111555 |
| 13 | https://evvoiceofthecustomer.com/ |
| 14 | https://www.wsj.com/articles/china-set-to-create-new-state-owned-rare-earths-giant-11638545586 |
| 15 | https://www.cnbc.com/2022/06/22/signs-of-forced-labor-found-in-chinas-ev-battery-supply-chain-report.html |
| 16 | https://news.bloomberglaw.com/esg/ev-phone-makers-warned-on-forced-labor-in-cobalt-supply-chain |
| 17 | https://investor.gm.com/static-files/b64a3a95-3f28-41e5-b43f-afc8a50c7ce6 |
| ITEM NO. 5: SHAREHOLDER PROPOSAL | 2024 Proxy Statement | 81 |
| • | The Company’s strategic goals align with its vision of “zero crashes, zero emissions, and zero congestion.” These targets include: |
| • | “Maximizing our EV opportunity through scale and cost optimization by expanding manufacturing capabilities and operational excellence, while exceeding our financial and structural cost objectives.” |
| • | “Reimagining the customer experience, while in pursuit of EV leadership and enhancing human experiences across the GM ecosystem.” |
These pay incentives reduce management’s strategic flexibility. We believe GM’s executives should focus on maximizing financial performance by pleasing customers. GM’s competitors substantially invest to meet demand for non-electric vehicles.18 The Company cannot afford to be left behind because of misguided executive pay incentives.
Resolved: Shareholders of the General Motors Company request the Executive Compensation Committee of the Board of Directors to revisit its incentive guidelines for executive pay, to emphasize legitimate fiduciary goals, and to consider eliminating EV production metric goals from compensation inducements.
| 18 | https://www.wsj.com/business/autos/toyota-chairman-says-people-are-finally-seeing-the-reality-about-evs-3 lfl669c |
The Board of Directors recommends a voteAGAINST this proposal for the following reasons:
• Global demand for EVs continues to grow, and GM is committed to growing its EV business profitably. • GM’s executive compensation practices are aligned with its four-pronged strategy: maximizing our winning ICE portfolio, growing our EV business profitability, delivering innovative software and services, and refocusing and relaunching our AV business. |
Demand for EVs continues to grow, making EVs a critical component of our long-term strategy to drive growth and shareholder value.
U.S. sales of EVs surpassed 1 million vehicles for the first time in 2023 and GM saw a 93% year-over-year increase in EV sales in 2023, and many third-party forecasts are predicting another year of record EV sales in 2024. In addition, in China, new energy vehicles (“NEVs”) accounted for more than a quarter of GM’s total deliveries in 2023, and we expect to build upon this number in 2024 with an intensive NEV launch cadence in that region. While the rate of growth of EV adoption may vary in the short run, we expect EV demand to continue to grow as more vehicle options become available and markets continue to build out their charging infrastructure.
The production and profitable sale of EVs is critical to our long-term strategy to drive shareholder value, and we believe it is essential to align management and shareholder interests through our compensation plans as we continue our transition to an all-electric future.
GM is committed to growing our EV business profitably.
As one of the four pillars of our strategy, we remain committed to growing our EV business profitably. Based on current expectations for EV demand and production growth, strong interest in our vehicles, lower commodity prices, and other factors, we expect our U.S. EV portfolio will become variable profit positive in the second half of this year, and we continue to target low- to mid-single digit EBIT-adjusted margins on our EV portfolio by 2025.
However, if demand conditions change, we’ll take advantage of our manufacturing flexibility in Spring Hill and Ramos Arizpe to build more ICE models and fewer EVs, and we can adjust the mix between different EV products at Factory ZERO. In addition, while we remain committed to an all-electric future, our interim plans include bringing our plug-in hybrid technology to select vehicles in North America. Ultimately, we will follow the customer and build to demand – always with the goal of driving strong shareholder returns.
GM’s executive compensation practices are aligned with its strategy.
As we look ahead, the Company’s priorities and commitments are clear: to maximize the opportunities we have with our winning ICE portfolio, grow our EV business, deliver innovative software and services, and refocus and relaunch our AV business. As discussed in the Compensation Discussion & Analysis section of this Proxy Statement, the Board believes it has the right plans in place to motivate, retain, and drive leaders to deliver results that are aligned with our strategy. Our fully independent Executive Compensation Committee works closely with its independent advisor each year to set appropriate metrics for the Company’s incentive compensation programs. The Committee has designed the Company’s short-term incentive plan to incentivize our executive officers to deliver on GM’s four-pronged strategy: ICE vehicles, EVs, software and services, and AVs.
Therefore, the Board of Directors recommends a vote AGAINST this shareholder proposal.
| 82 | | ITEM NO. 5: SHAREHOLDER PROPOSAL |
ITEM NO. 6:
Shareholder Proposal
Requesting a Report on the Company’s Use of Deep-Sea Mined Minerals in its Production and Supply Chains
The Woodcock Foundation, 1411 Broadway, 16th Fl, New York, NY 10018, owner of 1,016 shares of GM common stock, has given notice that it intends to present for action at the Annual Meeting the following shareholder proposal. The shareholder proponent is responsible for the content of the proposal Item No. 4.for which we and our Board accept no responsibility.
Whereas: The deep sea contains many of the planet’s intact ecosystems and plays a crucial role in regulating the climate.1 Studies indicate that mining this under explored and complex area for battery-related minerals will create irreversible habitat and ecosystem loss and could permanently destroy invaluable carbon storage.2
Deep sea mining (DSM) for mineral deposits found in nodules on the seafloor can be devastating to marine ecosystems, even when performed cautiously. Removing nodules removes habitat.3 Dredging obliterates seafloor life and releases sediment plumes laced with toxic metals that poison marine food chains.4 Studies have found that deep-sea organisms are slow-growing and fragile, and habitats may never recover to pre-impact states.5 The likelihood of biodiversity loss associated with DSM jeopardizes fish-based livelihoods and food supplies.6 As importantly, industrial-scale seafloor exploitation could have grave consequences for the ocean’s ability to absorb carbon dioxide and may lead to release of carbon stores.7
The scientific uncertainty and likely harms of DSM have caused civil society groups, governments, private organizations, and manufacturers to voice deep-seated concerns. Twenty-four governments have established bans, moratoriums, or precautionary pauses on DSM.8 DSM is also at odds with global goals to protect and restore nature, including the Kunming-Montreal Global Biodiversity Framework.9
Finally, the supply of deep-sea minerals is technologically and financially insecure, making it expensive and risky for automakers to incorporate deep-sea sourced minerals into supply chains.10
Companies are responding to the significant reputational risks inherent to such a destructive practice. Electric vehicle manufacturers, including BMW, Volvo, Volkswagen, Rivian, and Renault, have signed a global moratorium on deep sea mining, pledging to keep their supply chains deep-sea-mineral-free until scientific findings are sufficient to assess the environmental risks of DSM.11
Peers’ commitment to a moratorium demonstrates the precautionary principle and the availability of more sustainable methods to obtain minerals. The BMW Group emphasizes that its “sustainability strategy is also relying more on resource-efficient closed-loop material cycles – with the aim of significantly increasing the percentage of secondary material in vehicles.”12
Unlike its peers, General Motors (GM) has not supported a DSM moratorium or taken a public position on DSM, leaving shareholders concerned that the Company is not addressing the serious reputational, financial, and regulatory risks of DSM.13 By taking a public stance on DSM and deep-sea sourced minerals, GM can assure investors that it is addressing the risks of DSM and practicing responsible sourcing.
| 1 | https://www.frontiersin.org/articles/10.3389/fclim.2023.1169665/full |
| 2 | https://www.unepfi.org/wordpress/wp-content/uploads/2022/05/Harmful-Marine-Extractives-Deep-Sea-Mining.pdf, p.11 |
| 3 | https://www.sciencedirect.com/science/article/pii/S0308597X1630495X?via%3Dihub; |
https://www.nature.com/articles/s41598-021-91703-4 |
| 4 | https://nhm.openrepository.com/handle/10141/622833, p. 12,13; |
https://www.sciencedirect.com/science/article/pii/S0308597X18306407 |
| 5 | https://www.fauna-flora.org/wp-content/uploads/2023/05/fauna-flora-deep-sea-mining-update-report-march-23.pdf, p.17, 26 |
| 6 | https://www.nature.com/articles/s44183-023-00016-8 |
| 7 | https://www.frontiersin.org/articles/10.3389/fmars.2020.00165/full |
| 8 | https://savethehighseas.org/voices-calling-for-a-moratorium-governments-and-parliamentarians/ |
| 9 | https://planet-tracker.org/wp-content/uploads/2023/06/Deep-Sea-Mining.pdf, p.17 |
| 10 | https://www.blueclimateinitiative.org/sites/default/files/2023-10/whitepaper.pdf, p.1; https://nautil.us/the-dubious-economics-of-deep-sea-mining-309597/ |
| 11 | https://www.stopdeepseabedmining.org/endorsers/ |
| 12 | https://www.press.bmwgroup.com/global/article/detail/T0328790EN/bmw-group-protects-the-deep-seas |
| 13 | https://www.unepfi.org/wordpress/wp-content/uploads/2022/05/Harmful-Marine-Extractives-Deep-Sea-Mining.pdf, p.34 |
| ITEM NO. 6: SHAREHOLDER PROPOSAL | 2024 Proxy Statement | 83 |
Resolved: Shareholders request that General Motors publicly disclose the Company’s policies on the use of deep-sea mined minerals in its production and supply chains.
Supporting Statement: At Board discretion, GM should disclose the criteria it will use for decision making related to the use of deep-sea sourced minerals.
The Board of Directors recommends a vote AGAINST this proposal for the following reasons:
• The proposal seeks public disclosure for a risk that currently does not exist in the Company’s supply chain. • The Company has a long history of taking a science-based and data-driven approach with regards to its environmental footprint of alternate value chains and will do the same if it decides in the future to pursue a relationship with a terrestrial or undersea extraction supplier. |
GM’s commitment to fostering a sustainable supply chain guided by science and data drives our vision for an all-electric future.
GM is committed to actions that will help us contribute to our world’s changing needs. We believe our investments in research and development, design and engineering, manufacturing, and our supply chain will drive us forward as we develop and adopt impactful technologies that will make all-electric, zero-emission vehicles more accessible and affordable. We believe this is critical not only for GM’s business, our workforce, and our customers, but also for contributing to a more sustainable future. To this end, GM is investing heavily in domestic manufacturing and developing an EV supply chain that is secure, sustainable, scalable, and cost competitive — from raw materials through processing and battery manufacturing to final assembly. These significant and strategic investments in the U.S. and with our asset-rich allies include a $650 million equity investment in Lithium Americas – the largest-ever investment by an automaker to produce battery raw materials – and a joint venture with Future M to increase production of cathode active materials in North America, an investment projected to exceed $1 billion.
GM does not currently utilize deep-sea extraction in its supply chain.
GM believes more must be done to build sustainable EV and battery supply chains and increase our chances of success in an increasingly complex geopolitical environment. The continued growth in EV adoption has and will continue to drive significant demand for battery raw materials – and in light of consumer and regulatory pressure to make the EV transition happen as fast as possible, we believe it is important to conduct responsible due diligence on alternative value chains to determine if they are viable. Given the scientific uncertainty, to date, GM has not invested in deep-sea mineral extraction, and we do not currently use – or have plans to use – deep-sea minerals in our supply chain. However, we are following the efforts of respected third parties who are making science-based evaluations in an effort to establish criteria for if and how deep-sea minerals may be extracted sustainably and responsibly in the future. The Company engages regularly with relevant industry organizations and other stakeholders and will continue our deliberative cross-functional evaluation of all new technologies, including deep-sea mineral extraction.
The adoption of new technologies, including those like deep-sea extraction, is subject to GM’s robust processes and policies applicable to onboarding suppliers.
As we state in our Global Environmental Policy, “GM recognizes that healthy, balanced, and functioning ecosystems are vital to the ongoing success of our business and to the livelihoods and wellbeing of our customers, communities, and people everywhere.” Accordingly, GM would treat any hypothetical future engagement with suppliers involved in deep-sea mineral extraction like any other and require the supplier to, at a minimum, (i) comply with its Responsible Minerals Sourcing Policy, which is aligned with the principles established by the Organization for Economic Co-operation and Development, and (ii) commit and live up to strong environmental and social sustainability contract provisions. If the Company opted to pursue a commercial relationship related to deep-sea mineral extraction, approval, and oversight would be managed by the Company’s Senior Leadership Team (or its appropriate delegates), who would consider all relevant risks and uncertainties – including environmental impacts – following adequate due diligence. For additional information about GM’s sourcing and environmental practices, please see gmsustainability.com.where we make our key policies and disclosures publicly available.
Therefore, the Board of Directors recommends a vote AGAINST this shareholder proposal.
| 84 | | ITEM NO. 6: SHAREHOLDER PROPOSAL |
ITEM NO. 7:
Shareholder Proposal
Requesting a Report on Sustainability Risk in the Company’s Supply Chain
Amy Floyd, owner of 150 shares of GM common stock, has given notice that she intends to present for action at the Annual Meeting the following shareholder proposal. The shareholder proponent is responsible for the content of the proposal for which we and our Board accept no responsibility. We will promptly provide Ms. Floyd’s address upon a shareholder’s request given to our Corporate Secretary at General Motors Company, Mail Code 482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265 or by email to shareholder.relations@gm.com.
Whereas: Vehicle manufacturing relies on extraction, processing, and manufacturing of natural resources to provide aluminum,1 steel,2 minerals,3 rubber,4 and leather5 - activities associated with intensive environmental degradation6 and substantial greenhouse gas (GHG) emissions. The aluminum and steel sectors emit billions of tons of carbon dioxide annually.7 By 2050, auto industry demand for aluminum is expected to double8 and global steel demand is predicted to increase by 30%,9 partially attributable to vehicle manufacturing. Without rapid decarbonization, these industries will likely overshoot net-zero pathways meant to avoid catastrophic global temperature rise.
General Motors (GM) issued low-carbon procurement targets for primary steel and aluminum of 10% by 2030. However, because demand for low-carbon steel and aluminum is surging,10,11 the Company may face competitive and reputational risks if it does not join broader initiatives aimed at securing additional supply. Competitors Volvo and Mercedes-Benz have taken steps to support sustainable steel supply by participating in ResponsibleSteel, a standard setting organization. Volvo and Polestar signed on to SteelZero, an initiative that builds demand for low-carbon steel in order to incentivize greater production. Further, Audi, BMW, and Mercedes-Benz participate in the Aluminum Stewardship Initiative, which promotes sustainable aluminum mining and production.
Other materials commonly used in vehicle manufacturing are linked to deforestation. Leather sourced from Brazil is associated with land clearing for cattle raising.12 Rubber tree plantations support the production of 2 billion tires annually,13 resulting in tropical deforestation in Southeast Asia and Africa,14 and mining of bauxite, the precursor to aluminum, accounts for 8% of all mineral-related deforestation.15
Although GM is a founding member of the Global Platform for Sustainable Natural Rubber, it has not disclosed comprehensive information on deforestation risk posed by rubber cultivation, nor on risk mitigation. The Company fails to provide similar disclosures for its leather and mineral supply chains. While GM reported some deforestation risk in 2021 to the internationally recognized reporting platform, CDP, it submitted virtually no information in 2022 and 2023. Without greater disclosure, investors may be under informed about climate and deforestation risks embedded in GM’s supply chain or risk mitigation measures.
Resolved: Proponents request the Company issue an annual report providing additional disclosure on sustainability risks within its supply chain and risk mitigation efforts.
| 1 | https://drivesustainability.org/wp-content/uploads/2018/07/Material-Change_VF.pdf |
| 2 | https://www.sciencedirect.com/science/article/abs/pii/S0301479719315002 |
| 3 | https://drivesustainability.org/wp-content/uploads/2018/07/Material-Change_VF.pdf |
| 4 | https://e360.yale.edu/features/rubber-plantations-deforestation-tires-electric-vehicles |
| 5 | https://www.nytimes.com/2021/11/17/climate/leather-seats-cars-rainforest.html. |
| 6 | https://www.nytimes.com/2021/11/17/climate/leather-seats-cars-rainforest.html. |
| 7 | https://www.globalefficiencyintel.com/new-blog/2021/global-steel-industrys-ghg ~emissions#:~:text=Based%20on%20total%20steel%20industry,of%20total%20global%20GHG%20emissions. |
| 8 | https://www.hrw.org/report/2021/07/22/aluminum-car-industrys-blind-spot/why-car-companies-should-address-human-rights |
| 9 | https://www.weforum.org/publications/the-net-zero-industry-tracker/in-full/steel- industry/#:~: text=Steel%20demand%20is%20projected%20to,role%20in%20decarbonizing%20steel%20supply. |
| 10 | https://medium.com/@kristinshellbmr/green-steel-market-on-the-rise-targeting-122-9-cagr-by-2030- 590e7393d0cb#:~:text=The%20global%2Ogreen%20steel%20market,by%20the%20conclusion%20of%202030. |
| 11 | https://intenational-aluminium.org/resource/aluminium-sector-greenhouse-gas-pathways-to-2050-2021/ |
| 12 | https://www.nytimes.com/2021/11/17/climate/leather-seats-cars-rainforest.html |
| 13 | https://e360.yale.edu/features/rubber-plantations-deforestation-tires-electric-vehicles |
| 14 | https://www.sciencedirect.com/science/article/pii/S096098222031006X |
| 15 | https://www.wwf.de/fileadmin/fm-wwf/Publikationen-PDF/Wald/WWF-Studie-Extracted-Forests.pdf. Pg20. |
| ITEM NO. 7: SHAREHOLDER PROPOSAL | 2024 Proxy Statement | 85 |
Supporting Statement: Shareholders recommend that the report be prepared at reasonable cost and omit proprietary information, and, in their discretion, encourage the board and management to assess in the report:
| ||||
Progress toward attaining low-carbon steel and aluminum 2030 procurement targets. |
| • | Enhancing disclosure of deforestation risk associated with GM’s tire, leather, and mineral supply chains including the |
The Board of Directors recommends that youa vote as follows:AGAINST this proposal for the following reasons:
• GM is committed to incorporating responsibly sourced materials into its supply chain, and GM collaborates with organizations inside and outside of the industry to develop sustainable supply chain programs. • The requested report is unnecessary because GM already follows robust and transparent reporting practices. |
GM is committed to incorporating responsibly sourced materials into its supply chain and is working to increase the sustainable materials used to make its vehicles.
As we transform our business to support production of EVs, we are not only considering end-of-life reusability and recyclability, but also working to ensure the use of sustainable materials in our vehicles from inception. We aim to procure increasingly sustainable materials, with a focus on reducing carbon emissions through process innovation, recycled material content, and renewable and fossil free energy for electricity. We will drive collaboration with our suppliers and apply data-driven strategies that can be customized to the specific attributes of each commodity. In addition, GM has a number of policies that document our commitment to responsibly sourced materials, including our Sustainable Natural Rubber Policy and our Responsible Minerals Sourcing Policy, in addition to our Global Environmental Policy, all which are available at gmsustainability.com.
We know that our suppliers’ commitment to responsible and sustainable operations is a critical component of our vision of zero crashes, zero emissions, and zero congestion. GM’s cross-functional teams work directly with suppliers to integrate sustainability into all aspects of our supply chain. This includes our ESG Supplier Pledge, which invites our Tier 1 suppliers to embrace sustainability in a holistic manner, focusing on commitments related to environmental, social, and governance topics. As part of the Pledge, GM is asking its suppliers to commit to carbon neutrality for their Scope 1 and Scope 2 emissions relevant to products or services provided to GM, with a target of (i) 2035 for manufacturing suppliers that provide vehicle components and purchased equipment and (ii) 2038 for raw materials suppliers that provide raw materials or logistics. In addition, we have announced procurement commitments that are aligned with the goals of the First Movers Coalition with respect to concrete, steel, and aluminum.
GM collaborates with, and is an active member of, organizations inside and outside the automotive industry to develop sustainable and socially responsible supply chain programs.
We work closely with many industry and supply chain-focused organizations, including the Automotive Industry Action Group (AIAG), where we actively participate in the Responsible Materials Working Group and sit on the Corporate Responsibility Steering Committee, and the Suppliers Partnership for the Environment, which convenes companies in the automotive value chain, in partnership with U.S. Environmental Protection Agency, to advance projects with positive environmental, economic and community impact. GM has also partnered with the Responsible Business Alliance (RBA) to provide business ethics, environment, and human rights and working conditions training to our employees and suppliers. Additionally, GM is a member of the Global Platform for Sustainable Natural Rubber (GPSNR) and the First Movers Coalition.
The requested report is unnecessary because GM already follows robust and transparent reporting practices.
GM’s approach to supply chain sourcing and sustainability are addressed in our annual Sustainability Report. Specifically, GM makes disclosures aligned with relevant Global Reporting Initiatives and Sustainability Accounting Standards Board standards. In addition, as a member of GPSNR, we report progress in implementing our Sustainable Natural Rubber Policy annually. Furthermore, GM engages regularly with shareholders and other stakeholders on these and other critical supply chain and sustainability issues. GM will continue to provide robust public disclosure on its actions and engagement on supply chain sustainability matters, including our expanding engagement with providers of raw materials throughout our supply chain. Visit gmsustainability.com for more information.
Therefore, the Board of Directors recommends a vote AGAINST this shareholder proposal.
| 86 | | ITEM NO. 7: SHAREHOLDER PROPOSAL |
General Information About The Annual Meeting
Voting and Meeting Information
Board Recommendations and Vote Requirements*
Agenda Item | Description | Board Recommendation | Vote Requirement for Approval | Effect of Abstentions | Effect of Broker Non-Votes | |||||
1 | FOR each director nominee | Majority of votes cast | No effect | No effect | ||||||
2 | ||||||||||
| FOR | Majority of shares present | Counted as “AGAINST” | Discretionary vote | |||||||
3 | Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation | FOR | Majority of shares present | Counted as “AGAINST” | No effect | |||||
4 | Shareholder | AGAINST | Majority of shares present | Counted as “AGAINST” | No effect | |||||
5 | Shareholder Proposal to Eliminate EV Targets from Incentive Compensation Programs | AGAINST | Majority of shares present | Counted as “AGAINST” | No effect | |||||
6 | Shareholder Proposal Requesting a Report on the Company’s Use of Deep-Sea Mined Minerals in its Production and Supply Chains | AGAINST | Majority of shares present | Counted as “AGAINST” | No effect | |||||
7 | Shareholder Proposal Requesting a Report on Sustainability Risk in the Company’s Supply Chain | AGAINST | Majority of shares present | Counted as “AGAINST” | No effect | |||||
| * | See sections 1.7 and 2.2(c) of the Company’s Bylaws for a description of the vote requirements and the impact of abstentions and broker non-votes on the meeting agenda items listed above. |
Other Matters to Be Presented at the Annual Meeting
We do not know of any matters to be voted on by shareholders at the Annual Meeting other than those included in this Proxy Statement. If any matter other than the election of directors or items 2 through 8 in this Proxy Statement is properly presented at the meeting, your executed proxy gives the Proxies discretionary authority to vote your shares in accordance with their best judgment with respect to the matter presented.
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 2024 Proxy Statement | 87 |
Attending the Virtual Annual Meeting
The Annual Meeting will be held virtually this year. If circumstances warrant, the Board and certain members of management may dial in to the webinar from remote locations and will not be present in person.
How to | 1. Visit virtualshareholdermeeting.com/GM2024; and 2. Enter the 16-digit control number included on your Notice, on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials. You may log in to the meeting platform beginning at 10:45 a.m. Eastern Time on June 4, 2024. The meeting will begin promptly at 11:00 a.m. Eastern Time. | |
How to Participate in the Annual Meeting Without Internet Access | Call (877) 328-2502 (toll free) or (412) 317-5419 (international) to listen to the meeting proceedings. If you join via phone, you will not be able to vote your shares during the meeting. | |
How to Participate in the Annual Meeting Without a 16-digit Control Number | Visit virtualshareholdermeeting.com/GM2024 and register as a guest. If you join as a guest, you will not be able to vote your shares or ask questions during the meeting. | |
For Help with Technical Difficulties | Call (844) 986-0822 (U.S.) or (303) 562-9302 (international) for assistance. | |
Additional Questions | Email GM Shareholder Relations at shareholder.relations@gm.com. | |
Submitting Questions for Our Online Meeting
Holders
Submitting Questions Before the Meeting | 1. Log in to proxyvote.com; 2. Enter your 16-digit control number; and 3. Once past the login screen, click on “Questions for Management,” type in your question, and click “Submit.” | |
Submitting Questions | 1. Log in to the online meeting platform at virtualshareholdermeeting.com/GM2024, type your question in the “Ask a Question” field, and click “Submit”; or 2. Call (877) 328-2502 (toll free) or (412) 317-5419 (international) and press *1 when we announce the question and answer session has opened. | |
Only shareholders with a valid control number will be allowed to ask questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.
Voting at the Annual Meeting
Shareholders of record and beneficial owners who join the Annual Meeting online will be able to vote their shares electronically during the meeting. However, even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy so that your votes will be counted if you later decide not to participate in the Annual Meeting.
Quorum
The presence of the holders of a majority of the outstanding shares of our common stock, in person or by proxy, will constitute a quorum for transacting business at the Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of establishing a quorum at the meeting.
Proxies
The Board appointed the following officers to act as Proxies: Mary T. Barra, Craig B. Glidden, and John S. Kim. If you sign and return your proxy card or voting instruction form with voting instructions, one or more of the Proxies will vote your shares as you direct on the matters described in this Proxy Statement. If you sign and return your proxy card or voting instruction form without voting instructions, one or more of the Proxies will vote your shares as recommended by the Board.
Who Can Vote
If you are a holder of the Company’s common stock as of the close of business on April 8, 2016,15, 2024, or you hold a valid proxy, you are entitled to vote at the Annual Meeting. On that date, the Company had 1,539,751,5191,140,394,855 shares of common stock outstanding and entitled to vote. Each share of our common stock entitles the holder to one vote.
| 88 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING |
Voting Without Attending the Annual Meeting
To vote your shares without attending the Annual Meeting, please follow the instructions for voting provided on the Notice, on your proxy card, or on the voting instructions form. When you timely submit your proxy or voting instructions in the proper form, your shares will be voted according to your instructions. You may give instructions to vote for or against or to abstain from voting for the election of all the Board of Directors’ nominees or any individual nominee and to vote for or against or to abstain from voting on, each of the other matters submitted for voting. If you sign, date, and return the proxy card or voting instructioninstructions form without specifying how you wish to cast your vote, your shares will be voted by the Proxies according to the recommendations of the Board, of Directors, as indicated in this Proxy Statement.above. Internet and telephone voting isare available 24 hours a day through 11:59 p.m. Eastern Time on Monday, June 6, 2016.3, 2024.
Revoking Your Proxy
Shareholders may vote their proxy in any one of the following ways:
| ||||
By submitting your vote by Internet, telephone, or mail and following the instructions on the proxy card or voting instruction form, you will authorize the Proxy Committee to vote your shares of our common stock as you direct and as they determine on all matters that we do not know about now, but that may be properly presented at the meeting. We encourage you to vote by Internet or by telephone by following the instructions on the proxy card or voting instruction form.
After you have submitted your proxy or voting instructions by Internet,internet, telephone, or mail, you may revoke your proxyit at any time until it is voted at the Annual Meeting. If you are a shareholder of record, you may do this by voting subsequently by Internet or telephone, submitting a new proxy card with a later date, sending a written notice of revocation to the Corporate Secretary at the address provided in“How can I obtain the Company’s corporate governance information?”on page 74, or by voting in personYour attendance at the Annual Meeting.Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote your shares electronically during the meeting.
If you are a beneficial shareholder, you may subsequently vote by Internet or telephone, or you mayTo revoke your vote through your broker, bank, or other nominee in accordance with their instructions.proxy, follow the instructions below.
| Shareholders of Record | Street Name Shareholders | |
• Grant a new proxy bearing a later date (which automatically revokes the earlier proxy); • Send a written notice of revocation to the General Motors Company Corporate Secretary at Mail Code 482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265; • Email the General Motors Company Corporate Secretary at shareholder.relations@gm.com; or • Participate in the Annual Meeting and vote | • Notify your broker, bank, or nominee in accordance with that entity’s procedures for revoking your voting instructions; or • Participate in the Annual Meeting and vote your shares electronically during the meeting. | |
Annual Meeting Voting Results
As a matterOur independent inspector of policy, GM believes yourelections, Broadridge Financial Services, Inc., will tabulate the vote should be private except in contested elections. Therefore, we use an independent third party to receive, inspect, count, and tabulate proxies. Representatives of the independent third party also act as judges at the Annual Meeting. We will provide voting results on our website and in a Current Report on Form 8-K filed with the SEC.
“Shareholder of Record” and “Beneficial Shareholder”
If your shares are owned directly in your name in an account with GM’s stock transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the “shareholder of record” of those shares in your account.
If your shares are held in an account with a broker, bank, or other nominee as a custodian on your behalf, you are considered a “beneficial” shareholder“beneficial shareholder” of those shares, which are held in “streetstreet name.” The broker, bank, or other nominee is considered the shareholder of record for those shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote the shares in your account.
As a beneficial shareholder, In order for your shares to be voted in the way you would like, you must provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee to ensure your shares are voted the way you would like.nominee. If you do not provide voting instructions to your broker, bank, or other nominee, whether your shares can be voted on your behalf depends on the type of item being considered for vote. Under NYSE rules, brokers are permitted to exercise discretionary voting authority only on “routine” matters. Therefore, your broker may vote on Item No. 2 (Ratification of(“Proposal to Ratify the Selection of DeloitteErnst & ToucheYoung LLP as the Company’s Independent Registered Public Accounting Firm for 2016)2024”) even if you do not provide voting instructions because it is considered a routine matter.Your broker is not permitted to vote on the other Agenda Itemsagenda items if you do not provide voting instructions because those items involve matters that are considered non-routine.
Householding
If your broker does not receive instructions from you on how to vote your shares and does not have discretion to vote on a proposal because it is a non-routine matter, the broker may return the proxy without voting on that proposal. This is known as a “broker non-vote.” A broker non-vote is deemed as not entitled to vote at the meeting with regard to a proposal so that it does not have any effect on the outcome of a vote.
| ||||
The Proxy Committee, which is appointed by the Board, is composed of the following executive officers of the Company: Mary T. Barra, Daniel Ammann, and Charles K. Stevens, III. If you sign and return a proxy card or voting instruction form with voting instructions, one or more members of the Proxy Committee will vote your shares as you direct on the matters described in this Proxy Statement.If you sign and return a proxy card or voting instruction form without voting instructions, one or more members of the Proxy Committee will vote your shares as recommended by the Board.
Under GM’s Bylaws, directors are elected by a majority in uncontested elections and by a plurality in contested elections. A contested election is one in which the number of nominees exceeds the number of directors to be elected, and other conditions are met. In anuncontested election, nominees will be elected directors if they receive a majority of the votes cast (i.e., the number of shares voted “for” a director must exceed the number of votes cast “against” that director, without counting abstentions or broker non-votes). In acontested election, the nominees who receive a plurality of the votes cast (i.e., more votes in favor of their election than other nominees) will be elected directors.
The following table sets forth the vote required for approval and the effect of abstentions and broker non-votes for each of the following Agenda Items for the Annual Meeting.
| ||||||
Yes. You may consent to receive your proxy materials and Annual Report by Internet, which will reduce the amount of paper you receive, our future postage and printing expenses, and the impact on the environment. At your request, you will be notified by e-mail when these documents are available electronically through the Internet. If you are a shareholder of record, you may sign up for this service atwww.computershare.com/gm. If you are a beneficial shareholder, you should refer to the instructions provided by your broker, bank, or other nominee on how to receive electronic delivery of proxy materials. You may also enroll for electronic delivery when you vote by Internet.
| ||||
The SEC permits companies to furnish proxy materials to shareholders through the Internet,send a process called “Notice and Access.” In that regard, we are mailing a Notice instead of a paper copy of the proxy materials to most of our shareholders. The Notice tells you how to access and review oursingle Proxy Statement and Annual Report on the Internet and howor Notice to vote your shares after you have reviewed the proxy materials. If you would like to receive a paper copy of these proxy materials or electronic delivery of materials via e-mail, free of charge, you should follow the instructions for requesting such materials included in the Notice. Shareholders who have previously elected delivery of proxy materials electronically will receive an e-mail with instructions on how to access these proxy materials electronically. Shareholders who have previously elected to receive a paper copy of our proxy materials will receive a full paper set of these materials by mail.
The SEC permits companies to send a single envelope containing all of the Notices or a single copy of their Annual Report and Proxy Statement to any household at which two or more shareholders reside if it appears they are members ofthat share the same family.address, subject to certain conditions. Each shareholder will continue to receive a separate proxy card or voting instruction form, or Notice and it will include the unique 16-digitcontrol number whichthat is needed to vote those shares.shares and to access and vote during the Annual Meeting. This procedure, referred to as householding, is intended to reduce“householding” rule will benefit both the shareholders and GM by reducing the volume of duplicate information shareholders receive and also to reduce expenses for companies. General Motors has instituted this procedure for its shareholders.reducing GM’s printing and mailing costs.
If one set of these documents was sent to your household for the use of all GM shareholders in your household and one or more of you would prefer to receive additional sets, or if multiple copies of these documents were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at 866-540-7095,(866) 540-7095 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 2024 Proxy Statement | 89 |
If a broker, bank, or other nominee holds your shares, please contact your broker, bank, or other nominee directly if you have questions about delivery of materials, require additional copies of the Proxy Statement or Annual Report, or wish to receive multiple copies of proxy materials, by statingwhich would require you to state that you do not consent to householding.
Shareholder Proposals and Director Nominations for the 2025 Annual Meeting
Brokers, banks, and other nominees who want a supply of the Company’s proxy materials to send to beneficial owners should write to Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717.
We do not know of any matters to be voted on by shareholders at the Annual Meeting other than those included in this Proxy Statement. Your executed proxy gives the Proxy Committee authority to vote your shares in accordance with its best judgment with respect to any other matter that may properly come before the shareholders at the Annual Meeting in accordance with Rule 14a-4(c) of the SEC’s proxy rules, and the Proxy Committee intends to exercise its judgment accordingly in such circumstances.
If you are a shareholder of record, you may vote your shares at the Annual Meeting by completing a ballot at the meeting. If you are a beneficial shareholder and want to vote your shares in person at the Annual Meeting, you must bring a signed legal proxy from your broker, bank, or other nominee giving you the right to vote the shares, which must be submitted with your ballot at the meeting. You will not be able to vote your shares at the meeting without a legal proxy. Accordingly, we encourage you to vote your shares in advance by telephone, Internet, or by completing and mailing the enclosed proxy card or voting instruction form, even if you plan to attend the meeting. Your vote at the Annual Meeting will supersede any prior vote by you.
| ||||
The presence of the holders of a majority of the outstanding shares of our common stock, in person or by proxy, will constitute a quorum for transacting business at the Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of establishing a quorum at the meeting.
To attend the Annual Meeting, you must be a holder of our common stock as of the record date of April 8, 2016, and request an admission ticket in advance by following the instructions below.
If your shares are owned directly in your name in an account with Computershare, GM’s stock transfer agent, you must provide your name and address as shown on your account or voting materials with your admission ticket request. If you hold your shares in an account with a broker, bank, or other nominee, you must include proof of your stock ownership, such as a copy of the portion of your Notice or voting instruction form that shows your name and address or a letter from your broker, bank, or other nominee confirming your stock ownership as of April 8, 2016.The e-mail notification received with electronic delivery of proxy materials is not sufficient proof of stock ownership.
Please send your Annual Meeting admission ticket request and proof of stock ownership as described above to GM Stockholder Services by one of the following methods:
Because our space is limited, you may bring only one guest to the meeting. If you plan to bring a guest, you will need to provide the name of your guest when making your ticket request. Ticket requests will be processed in the order in which they are received and must be received no later than June 1, 2016. Please include your e-mail address or telephone number in your fax or mail communication in case we need to contact you regarding your ticket request. You will receive your admission ticket(s) by mail. On the day of the meeting, each shareholder must accompany their guest at the meeting entrance. Shareholders and accompanying guests must each have an admission ticket to enter the meeting. Both admission tickets will be issued in the shareholder’s name. Along with the admission ticket, each shareholder and accompanying guest will be required to present a form of government-issued photo identification, such as a driver’s license or passport. The admission ticket is not transferable.
Large bags, backpacks and packages, suitcases, briefcases, personal communication devices (e.g., cell phones, smartphones, and tablets), cameras, recording equipment, and other electronic devices will not be permitted in the meeting, and attendees will be subject to a security inspection.
Type of |
Proposal
Yes. There will be an audio webcast of our Annual Meeting on Tuesday, June 7, 2016, at 9:30 a.m. Eastern Time and it may be accessed atwww.gm.com/gmannualmeeting.Listening to our Annual Meeting audio webcast will not constitute attendance at the meeting, and you will not be able to cast a vote as a listener to the live audio webcast. For specific instructions on how to vote your shares, please see, “How do I vote without attending the Annual Meeting?”on page 69.
A list of shareholders of record entitled to vote at the Annual Meeting will be available for examination for a purpose that is germane to the meeting at General Motors Global Headquarters, 300 Renaissance Center, Detroit, Michigan, 48265, for 10 business days before the Annual Meeting between 9:00 a.m. and 5:00 p.m. Eastern Time, and also during the Annual Meeting.
We will provide final voting results on our website and in a Form 8-K filed with the SEC.
| Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access) | Other Proposals or Nominees for Presentation at Next Year’s Annual Meeting (including under Rule 14a-19) | |||||
Rules/Provisions | |||||||
| Our Bylaws permit a shareholder or group of shareholders (up to 20) who have owned a significant amount of common stock (at least 3 percent) for a significant amount of time (at least three years) to submit director nominees (up to 20 percent of the Board or two directors, whichever is greater) for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. | Our Bylaws require that any shareholder proposal, including a director nomination, that is not submitted for |
Rule 14a-8 Proposals for Inclusion in Next Year’s Proxy Statement
SEC rules and our Bylaws permit shareholders to submit proposals for inclusion in our Proxy Statement if the shareholder and the proposal meet the requirements specified in SEC Rule 14a-8.
Deadline for Submitting These Proposals | Proposals must be received at our principal executive offices no later than | Proposals must be received at our principal executive offices no earlier than December 6, 2024, and no later than 11:59 p.m. Eastern Time on February 4, 2025. | ||||
Where to Send These Proposals | ||||||
What to Include | ||||||
Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access)
We recently amended our Bylaws to permit a shareholder or group of shareholders (up to 20) who have owned a significant amount of common stock (at least 3 percent) for a significant amount of time (at least three years) to submit director nominees (up to 20 percent of the Board or two directors, whichever is greater) for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws.
Annual Report and Other Investor Materials
Other Proposals or Nominees for Presentation at Next Year’s Annual Meeting
Our Bylaws require that any shareholder proposal, including a director nomination, that is not submitted for inclusion in next year’s Proxy Statement (either under SEC Rule 14a-8 or our proxy access bylaw), but is instead sought to be presented directly at the 2017 Annual Meeting, must be received at our principal executive offices no earlier than 180 days and no later than 120 days before the first anniversary of the 2016 Annual Meeting.
You may download a copy of GM’s corporate governance documents by visiting our website2023 Annual Report and 2024 Proxy Statement atwww.gm.com/investor, under “Corporate Governance.” Toinvestor.gm.com/shareholder. Our other SEC filings are available at investor.gm.com/sec-filings. Alternatively, you may request a printed copy of any of these documents, writepublications by writing to Jill E. Sutton, Corporate Secretary and Deputy General Counsel,Shareholder Relations at General Motors Company, Mail Code 482-C25-D24,482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265 or sending an e-mailby email to stockholder.services@gm.com.shareholder.relations@gm.com. Our 2023 Sustainability Report, when published, and our sustainability policies, compliance documents, and political contributions and lobbying disclosures can be found at gmsustainability.com. The reports and information contained in, or that can be accessed from, our websites are not incorporated by reference into, and are not part of, this Proxy Statement.
| ||||
Cost of Proxy Solicitation
You may download a copy of our 2015 Annual Report on Form 10-K by visiting our website atwww.gm.com/investor, under “Investor Contacts.” Alternatively, you may request a printed copy by writing to GM Stockholder Services at General Motors Company, Mail Code 482-C23-D24, 300 Renaissance Center, Detroit, Michigan 48265 or to stockholder.services@gm.com.
We will pay our cost for soliciting proxies for the 2016 Annual Meeting. The Company will distribute proxy materials and follow-up reminders, if any, by mail and electronic means. We have engaged Morrow & Co., LLC (“Morrow”),Innisfree M&A Incorporated, a professional proxy solicitation firm located at 470 West501 Madison Avenue, Stamford, Connecticut 06902,20th Floor, New York, New York 10022, to assist with the solicitation of proxies and to provide related advice and informational support for a service fee, plus customary disbursements. We expect to pay Morrow an aggregateInnisfree a base fee including reasonable out-of-pocketof $20,000, plus expenses of up to $25,000, depending on the level of services actually provided.
for these services. GM directors, officers, and employees may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation for their services.
GM will provide copies of these proxy materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. As usual, we will reimburse brokers, banks, and other nominees for their reasonable expenses in forwarding proxy materials to beneficial owners.
| 90 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING |
Defined Terms And Commonly Used Acronyms
| ||||
2023 Form 10-K | GM’s Annual Report on Form 10-K for the year ended December 31, 2023 |
AAFCF | Adjusted Automotive Free Cash Flow | |
Annual Meeting | GM’s Annual Meeting of Shareholders to | |
AAOCF | Adjusted Automotive Operating Cash Flow | |
AV | Autonomous Vehicle | |
Board | GM’s Board of Directors | |
Bylaws | GM’s Amended and Restated Bylaws, dated as of April 19, 2023 | |
CAP | Compensation Actually Paid | |
CEO | Chief Executive Officer | |
CFO | Chief Financial Officer | |
Code of Conduct | GM’s Code of Conduct: “Winning with Integrity” | |
Compensation Committee | Executive Compensation Committee | |
DB | Defined Benefit | |
DC | Defined Contribution | |
DE&I | Diversity, Equity, and Inclusion | |
Director Compensation Plan | General Motors Company Deferred Compensation Plan for Non-Employee Directors | |
DSU | Deferred Share Unit | |
EBIT | Earnings Before Interest and Taxes | |
EPS | Earnings Per Share | |
ESG | Environmental, Social, and Governance | |
EUV | Electric Utility Vehicle | |
EV | Electric Vehicle | |
EY | Ernst & Young LLP | |
GAAP | U.S. Generally Accepted Accounting Principles | |
GHG | Greenhouse Gas | |
GICS | Global Industry Classification Standard | |
GM, General Motors, or the Company | General Motors Company | |
GM Financial | General Motors Financial Company, Inc. | |
GMI | GM International | |
GMNA | GM North America | |
Governance Committee | Governance and Corporate Responsibility Committee | |
ICE | Internal Combustion Engine | |
IRC | Internal Revenue Code | |
LTIP | Long-Term Incentive Plan | |
M&A | Mergers and Acquisitions | |
NEO | Named Executive Officer | |
Notice | Notice Regarding the Availability of Proxy Materials | |
NQ | Nonqualified | |
NYSE | New York Stock Exchange | |
OEM | Original Equipment Manufacturer | |
PAC | Political Action Committee | |
Proxies | Mary T. Barra, Craig B. Glidden, and John S. Kim | |
PSU | Performance Share Unit | |
R&D | Research and Development | |
ROIC | Return on Invested Capital | |
RSU | Restricted Stock Unit | |
SAR | Stock Appreciation Right | |
SCT | Summary Compensation Table | |
SEC | U.S. Securities and Exchange Commission | |
Senior Leadership Team | Certain members of management who report directly to the CEO or the President | |
Shares | Unless otherwise indicated, GM’s Common Stock, $0.01 par value per share | |
STIP | Short-Term Incentive Plan | |
TSR | Total Shareholder Return | |
WACC | Weighted Average Cost of Capital | |
| DEFINED TERMS AND COMMONLY USED ACRONYMS | ||||||||||
| 2024 Proxy Statement | 91 |
[THIS PAGE INTENTIONALLY LEFT BLANK]
APPENDIX A:
Non-GAAP Financial Measures
Non-GAAP Reconciliations
Our Company reports its financial results in accordance with GAAP. However, management believes that certain non-GAAP financial measures provide users with additional meaningful financial information.
Our non-GAAP measures presented in this Proxy Statement include: (i) EBIT-adjusted, presented net of noncontrolling interests, (ii) EPS-diluted-adjusted, and (iii) ROIC-adjusted. Our calculation of these non-GAAP measures may not be comparable with similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for related GAAP measures. See our 2023 Form 10-K and our subsequent filings with the SEC for additional information about the non-GAAP measures presented herein, including a description of the use of such measures. The numbers in the tables below may not sum due to rounding.
The following table reconciles Net Income Attributable to Stockholders under GAAP to EBIT-adjusted:
($B) | 2023 | |||||||
Net Income Attributable to Stockholders | $ | 10.1 | ||||||
Income Tax Expense | 0.6 | |||||||
Automotive Interest Expense | 0.9 | |||||||
Automotive Interest Income | (1.1 | ) | ||||||
Adjustments: | ||||||||
Voluntary separation program(1) | 1.0 | |||||||
Buick dealer strategy(2) | 0.6 | |||||||
Cruise restructuring(3) | 0.5 | |||||||
GM Korea wage litigation(4) | (0.1 | ) | ||||||
India asset sales(5) | (0.1 | ) | ||||||
Total Adjustments | 1.9 | |||||||
EBIT-adjusted | $ | 12.4 | ||||||
| (1) | These adjustments were excluded because they relate to the |
| (2) | These adjustments were excluded because they relate to strategic activities to transition certain Buick dealers out of |
| (3) | These adjustments were excluded because they relate to restructuring costs resulting from Cruise voluntarily pausing its driverless, supervised and manual AV operations in the U.S. while it examines its processes, systems and tools. The adjustments primarily consist of non-cash restructuring charges, supplier related charges and employee separation charges. |
| (4) | These adjustments were excluded because they relate to the partial resolution of subcontractor matters in Korea. |
| (5) | These adjustments were excluded because they relate to an asset sale resulting from our |
The following table reconciles Diluted Earnings per Common Share under GAAP to EPS-diluted-adjusted:
($ per Share) | 2023 | |||
Diluted Earnings per Common Share | $ | 7.32 | ||
Adjustments(1) | 1.36 | |||
Tax effect of adjustments(2) | (0.37 | ) | ||
Tax adjustments(3) | (0.64 | ) | ||
EPS-diluted-adjusted | $ | 7.68 | ||
| (1) | Refer to the reconciliation of Net Income Attributable to Stockholders under GAAP to EBIT-adjusted above for adjustment details. |
| (2) | The tax effect of each adjustment is determined based on the tax laws and |
| (3) | This adjustment consists of tax benefit related to the release of a valuation allowance against deferred tax assets considered realizable in Korea. |
| APPENDIX A: NON-GAAP FINANCIAL MEASURES | ||||||||||
 | ||||||||||
| 2024 Proxy Statement | A-1 |
The following table summarizes the calculation of ROIC-adjusted:
($B) | 2023 | |||
EBIT-adjusted(1) | $ | 12.4 | ||
Average equity(2) | 72.0 | |||
Add: Average automotive debt and interest liabilities (excluding finance leases) | 16.2 | |||
Add: Average automotive net pension and other post-retirement benefits liabilities | 8.1 | |||
Less: Average automotive net income tax asset | (21.1 | ) | ||
ROIC-adjusted average net assets | 75.2 | |||
ROIC-adjusted | 16.4 | % | ||
| (1) | Refer to the reconciliation of Net Income Attributable to Stockholders under GAAP to EBIT-adjusted above for adjustment details. |
| (2) | Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in EBIT-adjusted. |
Adjusted Automotive Free Cash Flow
In the section titled “Compensation Discussion and Analysis,” we present one of our incentive compensation measures, adjusted automotive free cash flow, which is not prepared in accordance with GAAP. Below is a reconciliation of adjusted automotive free cash flow (as calculated for incentive compensation purposes) to Net Automotive Cash Provided by Operating Activities, its nearest GAAP measure. The numbers in the table below may not sum due to rounding.
($B) | 2023 | |||||||
Net Automotive Cash Provided by Operating Activities | $ | 20.8 | ||||||
Less: Capital expenditures | (10.7 | ) | ||||||
Adjustments: | ||||||||
Add: Employee separation costs | 0.8 | |||||||
Add: Buick dealer strategy | 0.7 | |||||||
Less: Incentive compensation adjustments(1) | (3.2 | ) | ||||||
Total adjustments | (1.7 | ) | ||||||
Adjusted Automotive Free Cash Flow (for incentive compensation purposes) | $ | 8.4 | ||||||
| (1) | Adjusted for incentive compensation purposes to add back certain recall-related expenses attributable to events occurring in 2014. In addition, at the recommendation of management, and with the approval of the Compensation Committee, this measure was adjusted downward for events that impacted EBIT-adjusted in 2023, but will impact cash flows in future periods. |
| A-2 | ||||||||
| ||||||||
 | ||||||||
| APPENDIX A: NON-GAAP FINANCIAL MEASURES | ||||||||
 | ||||||||
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
EMPOWERED BY ultium ZERO CRASHES ZERO EMISSIONS ZERO CONGESTION
GENERAL MOTORS COMPANY GENERAL MOTORS GLOBAL HEADQUARTERS MAIL CODE 482-C24-A68 300 RENAISSANCE CENTER DETROIT, MI 48265 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on Monday, June 3, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GM2024 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY TELEPHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on Monday, June 3, 2024. Have your proxy card in hand when you call and then follow the instructions. If you vote by internet or telephone, do not mail this proxy card. VOTE BY MAIL Mark, sign, and date this proxy card and promptly return it in the enclosed postage-paid envelope or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V46894-P10415 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY GENERAL MOTORS COMPANY If you wish to vote in accordance with the Board of Directors’ recommendations, you need only sign, date, and return this proxy card. The Board of Directors recommends you vote FOR each Board nominee listed in Item 1. 1. Election of Directors For Against Abstain Nominees: 1a. Mary T. Barra The Board of Directors recommends you vote FOR Board Items For Against Abstain 2 and 3. 1b. Wesley G. Bush 2. Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2024 1c. Joanne C. Crevoiserat 3. Advisory Approval of Named Executive Officer Compensation 1d. Linda R. Gooden The Board of Directors recommends you vote AGAINST shareholder For Against Abstain Items 4, 5, 6, and 7.4. Shareholder Proposal Requesting a Report on the Use of Child 1e. Joseph Jimenez Labor in Connection with the Company’s EV Supply Chain 1f. Jonathan McNeill 5. Shareholder Proposal to Eliminate EV Targets from Incentive Compensation Programs 1g. Judith A. Miscik 6. Shareholder Proposal Requesting a Report on the Company’s Use of Deep-Sea Mined Minerals in its Production and Supply Chains 1h. Patricia F. Russo 7. Shareholder Proposal Requesting a Report on Sustainability Risk in the Company’s Supply Chain 1i. Thomas M. Schoewe 1j. Mark A. Tatum 1k. Jan E. Tighe 1l. Devin N. Wenig NOTE: Please sign exactly as your name(s) appear(s) hereon. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, guardian, trustee, custodian, or in any other representative capacity, give full title as such. Corporations should provide the full name of corporation and name and title of the authorized officer signing the proxy card. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement, Notice of 2024 Annual Meeting of Shareholders and 2023 Annual Report are available at www.proxyvote.com. Meeting Information Meeting Type: Annual Meeting For holders as of: April 15, 2024 Date: June 4, 2024 Time: 11:00 a.m. Eastern Time Location: Meeting live via the internet only - please visit www.virtualshareholdermeeting.com/GM2024. The company will be hosting the meeting live via the internet only this year. To attend the meeting via the internet please visit www.virtualshareholdermeeting.com/GM2024 and be sure to have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the reverse side of this proxy card). PLEASE VOTE TODAY! SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE V46895-P10415 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder(s) of General Motors Company authorize(s) Mary T. Barra, Craig B. Glidden, and John S. Kim, and each of them, as proxies with full power of substitution, to vote the common stock of the undersigned in the manner specified on this proxy card and in their discretion upon all other matters (including on the election of any nominees for director that are not identified on this proxy) that may come before the 2024 Annual Meeting of Shareholders of General Motors Company, to be held at 11:00 a.m. Eastern Time on June 4, 2024, or any adjournment or postponement thereof. The undersigned hereby revokes all proxies previously given. On matters for which you do not specify a choice, the shares will be voted in accordance with the recommendation of the Board of Directors; therefore, if no direction is made, this proxy will be voted FOR General Motors Company’s director nominees in Item 1; FOR Items 2 and 3; and AGAINST Items 4, 5, 6, and 7. YOUR VOTE IS VERY IMPORTANT - PLEASE VOTE TODAY Please see the reverse side for internet, mail, and telephone voting instructions. (Continued and to be marked, signed, and dated on the reverse side)