DEF 14A 1 d519767ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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 Definitive Proxy Statement

 

   

 

 

 Definitive Additional Materials

 

     

 

 

 Soliciting Material Pursuant to ss.240.14a-12

 

GENERAL MOTORS COMPANY

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LOGO

 

We are committed to safety in everything we do. We earn Customers for life. We build brands that inspire passion and loyalty. We translate breakthrough technologies into vehicles and experiences that people love. We create sustainable solutions that improve the communities in which we live and work.


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The Long-Term View:

A Conversation with Mary Barra, Tim Solso, and Pat Russo

General Motors’ Chairman and CEO, Mary Barra, Independent Lead Director, Tim Solso, and Governance and Corporate Responsibility (“Governance”) Committee Chair, Pat Russo, discuss the Board’s approach to driving long-term shareholder value and the importance of meaningful shareholder engagement. They also explain why GM’s Board has the right mix of expertise, talent, and diversity to actively oversee the execution of GM’s strategy in this time of rapid industry change.

 

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MARY T. BARRA

 

Chairman & CEO

 

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THEODORE M. SOLSO

 

Independent Lead Director

 

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PATRICIA F. RUSSO

 

Governance Committee Chair

 

 

 

How do you validate whether you are doing the right things for shareholders? Delivering value now and building for the future?

MARY: We have shared our strategy to transform GM, which is about driving excellence in our core business, while defining a future for mobility. We believe the best way to validate whether our approach is creating shareholder value is to deliver exceptional business results today while investing to lead in the future. By refocusing our finite resources during the past several years – including actions to either improve or exit underperforming businesses and to invest our capital in higher-return opportunities – we have achieved results that speak for themselves: three consecutive years of record financial performance. We have also made significant investments in technology and innovation that have positioned GM as a leader in the future of personal mobility. This view is shared by third parties like Navigant Research, which ranked GM as the leader in autonomous vehicle technology, ahead of 18 technology and automotive competitors.

 

 

What’s next? What steps are you taking to increase shareholder value?

MARY: We are a focused, more disciplined company. We will continue to transform our core business, invest in key technologies that are enabling us to lead in the future of personal mobility, and deploy capital to higher-return opportunities. In 2017, GM announced its vision for a world with zero crashes, zero emissions, and zero congestion. We are developing the technologies that will create this future, blending global insights with local market expertise as the automotive industry transforms from traditional manufacturing to transportation services.

The strong foundation and the increased flexibility we have created will enable us to take further actions – operational, financial, and technological – that we believe will deliver increased value for our shareholders.

 

 

The automobile industry is undergoing a period of profound change. How does the Board position GM to emerge as a leader?

TIM: The industry is changing quickly. Staying ahead means you have to be open to new ideas and invite input that challenges you with different thinking and perspectives. Our shareholder engagement process is an effective channel for the Board to hear these perspectives. Directors frequently meet with shareholders and can then bring shareholder views into the boardroom. During 2017, members of the Board met in person with shareholders representing approximately 25% of our outstanding common stock. We also invite large, long-term investors in GM and sell-side research analysts to meet with the full Board to share their unfiltered views on an annual basis.

Shareholder engagement is invaluable because it gives us a first-hand perspective on what is important to our shareholders as we make strategic, financial, and operational decisions. Using this approach, the Board has worked closely with management in recent years as it executed a number of key strategic actions to transform our core business and lead in the future of personal mobility. These included the decision to exit unprofitable markets, such as Europe and South and East Africa, in favor of higher-return opportunities that include growing the Cruise Automation team and acquiring LiDAR provider Strobe, Inc. to accelerate GM’s leadership in self-driving vehicle technology.

 

 

 

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How do you assure that the Board and management are aware of what’s on the horizon?

TIM: GM’s Board and leadership team are focused on new technologies and other emerging trends in the automotive industry. Management collaborates with internal and external experts across disciplines, from technology, cybersecurity, and design to regulatory and public policy, to assess opportunities and develop strategy. The Board is deeply engaged with management in these efforts. We also make it a priority to visit our global operations. Last April, we were in China, and this year, we visited our global propulsion headquarters and our research and development center and laboratories.

 

 

As you execute your plan, what are the elements that you believe are creating value?

MARY: We have been executing a plan that has accelerated GM’s transformation and driven accountability across our operations. Specifically, we have launched dozens of award-winning vehicles around the world; invested in key technologies to unlock our vision of zero crashes, zero emissions, and zero congestion; exited unprofitable markets; streamlined our operations with a relentless focus on cost; enhanced our capital structure; and strengthened our financing arm for competitive advantage.

Our record results over the last three years reflect the magnitude of change we have initiated and our dedication to meeting our financial commitments. And through dividends and stock repurchases, we have returned more than $25 billion to our shareholders from 2012 through the end of 2017. We also outperformed our peers in Total Shareholder Return in 2017.

 

 

Why do you believe the current Board is the right one to deliver increased value for GM shareholders?

PAT: We believe the current Board is composed of the right people to guide us through this important period of industry change and opportunity. Our strategic plan is multidisciplinary and so is your Board. Our directors are all outstanding leaders – most with experience managing large, highly complex, global organizations – who effectively oversee the performance of our core business as well as the execution of management’s strategy to lead in the future of personal mobility. We have members who understand evolving issues like technology, public policy, and international trade that are having a direct and increasingly important impact on our business. We also have directors with deep finance and capital markets expertise to provide guidance on optimal capital structure and effective capital allocation. With this expertise, your Board helps GM appropriately balance long-term investment with return of value to shareholders in the near term and navigate current and future risks.

 

Can you provide insight for shareholders on what the Board looks for in a new director?

PAT: We find potential candidates from a variety of sources, including search firms and shareholders as well as recommendations from directors and management, and we take adding a new director to your Board seriously. Strategy-minded director recruitment and succession planning is critical to ensuring that your Board continues to protect shareholder value and be a strategic asset for the Company that is capable of addressing the evolving risks, trends, and opportunities that are around the corner at GM.    We have a well-established process for director selection that is directly linked to the strategic needs of our business. The Governance Committee uses a carefully constructed skills matrix to review the experiences, qualifications, and attributes of current Board members and prospective candidates against the strategic needs of GM going forward to determine who can best help GM continue its momentum. Your Board also recognizes that refreshment brings both increased diversity and new perspectives, which are important components of a high-quality board. In fact, we added four new directors in the past three years as part of this comprehensive refreshment and recruitment process, including Devin N. Wenig, President and Chief Executive Officer of eBay Inc. (“eBay”), who brings considerable technology and consumer-facing experience to your Board.

 

 

Since 2016, Mary has been both the Chairman and CEO. With the two roles now combined, is the Board’s voice truly independent? Is the current Board leadership structure in the best interests of shareholders?

TIM: Your Board holds management accountable. Ten of the Board’s eleven directors are independent and together they have the right mix of expertise to oversee, guide, and challenge the leadership team. We are shaping and overseeing the Company’s strategy. Strategy is a part of every Board meeting agenda, and every year the Board holds a multiday session devoted exclusively to GM’s strategic plan. During these discussions, Board members engage in active debate and dialogue, challenge and validate management’s assumptions, and shape various aspects of management’s strategy and execution.

The Board does not believe there is a one-size-fits-all solution for board leadership structure or that combining or separating the Chairman and CEO roles is quite the black-and-white issue it is sometimes made out to be. Mary is the right person to lead your Board. GM’s performance under her leadership demonstrates that this structure is the most efficient way to execute our strategic plan and create value for shareholders. It is important for shareholders to realize that the Board retains the flexibility to separate the positions at any time if circumstances change. On an annual basis, the Board carefully considers the appropriate leadership structure for GM and its shareholders and determines whether to combine or split these roles. In the past, the Board has decided that separating the roles of Chairman and CEO would best serve shareholders, and in the future we may again, but we are confident that combining the roles is in the best interests of shareholders right now.

 

 

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Notice of 2018 Annual Meeting of Shareholders

 

 

 

 

April 27, 2018

Dear Fellow Shareholder:

The Board of Directors of General Motors Company (“General Motors,” “GM,” the “Company,” “we,” and “our”) invites you to attend the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on June 12, 2018, at the General Motors Global Headquarters, 300 Renaissance Center, Detroit, Michigan 48265. At the Annual Meeting, you will be asked to:

 

  u   Elect the 11 Board-recommended director nominees named in this Proxy Statement;  

 

  u   Approve, on an advisory basis, Named Executive Officer (“NEO”) compensation;  

 

  u   Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018;  

 

  u   Vote on three Rule 14a-8 shareholder proposals if properly presented at the meeting; and  

 

  u   Transact any other business that is properly presented at the meeting.  

Record Date

If you were a holder of record of GM common stock at the close of business on April 16, 2018, you are entitled to vote at the Annual Meeting. A list of registered shareholders will be available for examination for any purpose that is germane to the meeting at GM’s Global Headquarters in Detroit, Michigan, 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.

This Proxy Statement is provided in conjunction with GM’s solicitation of proxies to be used at the Annual Meeting. In addition to this Proxy Statement and proxy card or voting instruction form, the GM 2017 Annual Report on Form 10-K is provided in this package or is available on the Internet.

Thank you for your interest in General Motors Company.

By Order of the Board of Directors,

Rick E. Hansen

Assistant General Counsel and Corporate Secretary,

General Motors Company

 

           
   

 

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Meeting Information:

 

   
   

 

Date:  June 12, 2018

 

Time: 9:30 a.m. Eastern Time

 

Place:   General Motors

           Global Headquarters

           300 Renaissance Center

           Detroit, Michigan 48265

 

   
   

 

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Your vote is important.

    

 

   
   

 

Please promptly submit your vote by Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided so that your shares will be represented and voted at the meeting.

 

We are first mailing these proxy materials to our shareholders on or about April 27, 2018.

 

   
   

 

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How You Can Access the Proxy  Materials Online:

 

 

   
     

 

Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting of Shareholders, to be held on June 12, 2018.

 

Our Proxy Statement and 2017 Annual Report on Form 10-K are available at: gm.com/shareholderinformation. You may scan the QR code above with your smartphone or other mobile device to view our interactive Proxy Statement and to view the Annual Report on Form 10-K.

 

 

   
 


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PROXY STATEMENT SUMMARY

     1  
Agenda and Voting Recommendations      1  
Board Nominees      1  
Governance Highlights      3  
2017 Performance Snapshot      4  
Executive Compensation Highlights      5  
Environmental and Sustainability Performance      6  

ITEM NO. 1 –      ELECTION OF DIRECTORS

     7  
Overview of Your Board      7  

Board Membership Criteria, Refreshment, and Succession Planning

     9  
Your Board’s Nominees for Director      10  
Non-Employee Director Compensation      17  

CORPORATE GOVERNANCE

     20  
Role of the Board of Directors      20  
Board Size      20  

Code of Business Conduct and Ethics: “Winning with Integrity”

     20  
Corporate Governance Guidelines      20  
Director Independence      21  
Board Leadership Structure      21  
Executive Sessions      23  
Board Committees      23  
Access to Outside Advisors      27  
Board and Committee Meetings and Attendance      27  
Board and Committee Oversight of Risk      27  
Succession Planning and Leadership Development      28  
Board and Committee Evaluations      28  
Annual Evaluation of CEO      29  
Director Orientation and Continuing Education      29  
Director Service on Other Public Company Boards      29  

Compensation Committee Interlocks and Insider Participation

     29  
Shareholder Engagement      30  
Shareholder Protections      30  

Certain Relationships and Related Party Transactions

     31  

SECURITY OWNERSHIP INFORMATION

     32  

Security Ownership of Directors, Named Executive Officers, and Certain Other Beneficial Owners

     32  

Section 16(a) Beneficial Ownership Reporting Compliance

     33  

EXECUTIVE COMPENSATION

     35  
Compensation Overview      36  
Compensation Principles      43  
Compensation Elements      43  

Performance Measures

     44  

Performance Results and Compensation Decisions

     47  

Compensation Policies and Governance Practices

     54  

Compensation Committee Report

     56  

Executive Compensation Tables

     57  

Equity Compensation Plan Information

     67  

ITEM NO.  2 –

  Approval of, on an Advisory Basis, Named Executive Officer Compensation      68  

ITEM NO.  3 –

  Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2018      69  

Audit Committee Report

     70  

Fees Paid to Independent Registered Public Accounting Firm

     71  
ITEM NO. 4 –   Shareholder Proposal Regarding Independent Board Chairman      72  
ITEM NO. 5 –   Shareholder Proposal Regarding Shareholder Right to Act by Written Consent      74  
ITEM NO. 6 –   Shareholder Proposal Regarding Report on Greenhouse Gas Emissions and CAFE Standards      76  

GENERAL INFORMATION ABOUT

THE ANNUAL MEETING

     78  
APPENDIX A –   Reconciliation of GAAP and Non-GAAP Financial Measures      A-1  
APPENDIX B –   Additional Information Regarding Change of Independent Registered Public Accounting Firms      B-1  
 

 

 


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PROXY STATEMENT SUMMARY

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.

Agenda and Voting Recommendations

 

Proposal

     Board Vote Recommendation      Page Reference  

 

MANAGEMENT PROPOSALS:

 

         

 

Item No. 1 –   Election of Directors

 

    

 

FOR

 

    

 

 

 

 

7

 

 

 

 

 

Item No. 2 –   Approval of, on an Advisory Basis,
                       Named Executive Officer Compensation

 

     FOR        68  

 

Item No. 3 –   Ratification of the Selection of
                       Ernst & Young LLP as the Company’s Independent
                       Registered Public Accounting Firm for 2018

 

     FOR        69  

 

SHAREHOLDER PROPOSALS:

 

         

 

Item No. 4 –   Independent Board Chairman

 

    

 

AGAINST

 

    

 

 

 

 

72

 

 

 

 

 

Item No. 5 –   Shareholder Right to Act by Written Consent

 

    

 

AGAINST

 

    

 

 

 

 

74

 

 

 

 

 

Item No. 6 –   Report on Greenhouse Gas Emissions and CAFE Standards

 

    

 

AGAINST

 

    

 

 

 

 

76

 

 

 

 

Board Nominees

 

 

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Composition of Board Nominees

 

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WE HAVE THE RIGHT BOARD AT THE RIGHT TIME FOR GM The Board and management are overseeing a period of unprecedented change at GM. Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience, and backgrounds, and effectively represent the long-term interests of shareholders is a top priority of your Board and the Governance Committee. Our membership criteria and director recruitment initiatives align the Board’s capabilities with the execution of the Company’s business strategy. The Board recognizes the need for refreshment to bring new perspectives, keeping in mind our commitment to diversity. In fact, we added four new directors in the past three years as part of our comprehensive refreshment and recruitment process, including Mr. Wenig, President and Chief Executive Officer of eBay. These new directors complemented our directors’ mix of skills by bringing key leadership, technology, consumer-facing and capital markets expertise to the Board. For a detailed discussion of why we have the right Board for GM, see “Item No. 1—Election of Directors” on page 7.

 

 

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PROXY STATEMENT SUMMARY

 

 

The following table provides summary information about each director nominee. For more detailed information about our directors, see “Item No. 1—Election of Directors—Your Board’s Nominees for Director” on page 10.

 

Name    Age    Director
Since
   Principal Occupation    Independent    Committee
Memberships

Mary T. Barra

   56    2014    Chairman &
Chief Executive Officer,
General Motors Company
        Executive – Chair

Theodore M. Solso

   71    2012    Independent Lead Director,
General Motors Company, and
Retired Chairman & Chief
Executive Officer, Cummins, Inc.
   LOGO    Executive

Linda R. Gooden

   65    2015    Retired Executive Vice President,
Information Systems & Global
Solutions, Lockheed Martin
Corporation
   LOGO   

Audit

Cybersecurity – Chair

Executive

Risk

Joseph Jimenez

   58    2015    Retired Chief Executive Officer,
Novartis AG
   LOGO   

Executive Compensation

Governance

Jane L. Mendillo

   59    2016    Retired President &
Chief Executive Officer,
Harvard Management Company
   LOGO   

Finance

Audit

Admiral

Michael G. Mullen

   71    2013    Former Chairman,
Joint Chiefs of Staff
   LOGO   

Audit

Cybersecurity

Executive

Risk – Chair

James J. Mulva

   71    2012    Retired Chairman &
Chief Executive Officer,
ConocoPhillips
   LOGO   

Executive

Executive Compensation

Finance – Chair

Risk

Patricia F. Russo

   65    2009    Chairman, Hewlett Packard
Enterprise Company
   LOGO   

Executive

Executive Compensation

Finance

Governance – Chair

Thomas M. Schoewe

   65    2011    Retired Executive Vice President
& Chief Financial Officer,
Wal-Mart Stores, Inc.
   LOGO   

Audit – Chair

Cybersecurity

Executive

Finance

Risk

Carol M. Stephenson

   67    2009    Retired Dean, Ivey Business
School, The University of
Western Ontario
   LOGO   

Executive

Executive Compensation – Chair Governance

Devin N. Wenig

   51    2018   

President &

Chief Executive Officer,

eBay Inc.

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Committee memberships to be determined at the Board’s June 2018 meeting

 

 

 

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PROXY STATEMENT SUMMARY

 

 

Governance Highlights

We recognize that strong corporate governance contributes to long-term shareholder value. We are committed to sound governance practices, including those described below.

 

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Independence [Ten] out of [eleven] directors are independent Strong Independent Lead Director with clearly delineated duties All standing Board Committees other than the Executive Committee composed entirely of independent directors Regular executive sessions of non-management directors Board and Committees may hire outside advisors independently of management Best Practices Active shareholder engagement process, including a Director-Shareholder Engagement Policy Diverse Board in terms of gender, ethnicity, and specific skills and qualifications Strategy and risk oversight by full Board and Committees, including newly formed Cybersecurity Committee Long-standing commitment to sustainability and corporate social responsibility Robust stock ownership guidelines for executive officers and non-employee directors “Overboarding” limits Orientation program for new directors and continuing education for all directors Accountability Annual election of all directors Majority voting with director resignation policy (plurality standard to apply in contested elections) Annual Board and Committee self-evaluations, including individual Board member evaluation Annual evaluation of CEO (including compensation) by independent directors clawback policy that applies to our short- and long-term incentive plans Shareholder Rights Proxy access for shareholders Shareholder right to call special meetings No poison pill One-share, one-vote standard Public Policy Engagement Our Board has adopted a U.S. Corporate Political Contributions & Expenditures Policy, which together with other policies and procedures of the Company, guides GM’s approach to political contributions. Our Political Contributions Policy and Voluntary Report on Political Contributions are available on our website at gm.com/investors/corporate-governance.html.        NEW FOR 2017–2018 As part of our comprehensive refreshment and recruitment process, we added a new director, Mr. Wenig, who is the President and Chief Executive Officer of eBay and brings considerable technology and consumer-facing expertise to your Board. Established new Cybersecurity Committee to enhance Board oversight of GM’s cybersecurity risk management program, policies, and procedures. Selected Ernst & Young LLP as the Company’s new independent registered public accounting firm. Enhanced Proxy Statement disclosures: Q&A with our Chairman and CEO, Independent Lead Director, and Governance Committee Chair to outline the Board’s strategic framework for driving long-term shareholder value creation, the importance of shareholder engagement, and why GM has the right Board at the right time. Expanded Proxy Statement Summary to highlight our director nominees, governance best practices, Company performance, compensation strategy, and corporate social responsibility, environmental, and sustainability performance. Overview of Board’s leadership structure and risk oversight responsibilities.

 

 

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PROXY STATEMENT SUMMARY

 

 

2017 Performance Snapshot

 

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A Year of Transformation

Sweeping change accompanied record performance at General Motors in 2017. To continue focusing resources on its most profitable franchises, GM sold its Opel/Vauxhall and GM Financial European operations, and exited South and East Africa, and India. To advance its vision of a zero emissions world, GM laid out plans to introduce at least 20 new all-electric vehicles that will launch by 2023. The Company also recently filed a Safety Petition asking the U.S. Department of Transportation to allow GM to safely deploy its fourth-generation self-driving Cruise AV on public roads. This vehicle eliminates the steering wheel, pedals, and other unnecessary manual controls. GM expects to deploy self-driving vehicles at scale in a dense urban environment in 2019.

 

 

“The actions we took to further strengthen our core business and advance our vision for personal mobility made 2017 a

transformative year. We will continue executing our plan and reshaping our company to position it for long-term success.”

Mary Barra, Chairman & CEO

 

Shareholder Return

GM returned $6.7 billion to shareholders in 2017 through share buybacks of $4.5 billion and dividends of $2.2 billion. Since 2012, GM has returned more than $25 billion, which represents more than 90% of available free cash flow generated over that time.

 

 

COMPARISON OF CUMULATIVE TOTAL RETURN

Cumulative Value of $100 Investment Through December 31, 2017

 

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J.D. Power Awards

Chevrolet was J.D. Power’s most awarded brand in 2017, as six different Chevrolet cars, trucks, and SUVs won a total of nine awards in J.D. Power’s 2017 Vehicle Dependability, Initial Quality, and APEAL Studies. Chevrolet also earned high marks in the 2018 J.D. Power Customer Service Index (“CSI”) Study and the 2017 Sales Satisfaction Index (“SSI”) Survey. In addition, Buick and Chevrolet led the way as the two General Motors brands earning six awards and delivering more Top Three segment model rankings than any other company in the J.D. Power and Associates 2018 U.S. Vehicle Dependability Study.

 

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GAAP NET REVENUE $145.6B INCOME $0.3B AUTO OPERATING CASH FLOW $13.9B EPS-DILUTED $0.22 Non-GAAP EBIT-adj. MARGIN 8.8% EBIT-adj. $12.8B Adj. AUTO FCF $5.2B EPS-DILUTED adj. $6.62 Note: EBIT-adjusted, EBIT-adjusted margin, adjusted automotive free cash flow and EPS-diluted-adjusted are non-GAAP financial measures. Appendix A includes a reconciliation of these non-GAAP financial measures to their most directly comparable measures reported under accounting principles generally accepted in the United States.

 

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PROXY STATEMENT SUMMARY

 

 

Executive Compensation Highlights

We provide highlights of our compensation program below. Please review our Compensation Discussion and Analysis and compensation-related tables beginning on page 35 of this Proxy Statement for a complete understanding of our compensation program.

 

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u  

Performance-Based Compensation Structure

 

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u  

2017 Summary Compensation Snapshot

 

  Name   

Salary

($)

    

Bonus

($)

    

Stock

Awards

($)

    

Option

Awards

($)

    

Nonequity

Incentive Plan

Compensation

($)

    

Change in

Pension

Value and

NQ Deferred

Compensation

Earnings

($)

    

All Other

Compensation
($)

    

Total

($)

 

 

Mary T. Barra

 

  

 

 

 

 

2,100,000

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

10,737,570

 

 

 

 

  

 

 

 

 

3,250,003

 

 

 

 

  

 

 

 

 

4,956,000

 

 

 

 

  

 

 

 

 

52,792

 

 

 

 

  

 

 

 

 

861,683

 

 

 

 

  

 

 

 

 

21,958,048

 

 

 

 

 

Charles K. Stevens, III

 

  

 

 

 

 

1,100,000

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

3,076,744

 

 

 

 

  

 

 

 

 

931,251

 

 

 

 

  

 

 

 

 

1,622,500

 

 

 

 

  

 

 

 

 

54,114

 

 

 

 

  

 

 

 

 

316,430

 

 

 

 

  

 

 

 

 

7,101,039

 

 

 

 

 

Daniel Ammann

 

  

 

 

 

 

1,450,000

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

4,078,222

 

 

 

 

  

 

 

 

 

1,234,378

 

 

 

 

  

 

 

 

 

2,138,800

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

356,918

 

 

 

 

  

 

 

 

 

9,258,318

 

 

 

 

 

Mark L. Reuss

 

  

 

 

 

 

1,200,000

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

3,345,168

 

 

 

 

  

 

 

 

 

1,012,504

 

 

 

 

  

 

 

 

 

1,770,000

 

 

 

 

  

 

 

 

 

54,390

 

 

 

 

  

 

 

 

 

344,446

 

 

 

 

  

 

 

 

 

7,726,508

 

 

 

 

 

Alan S. Batey

 

  

 

 

 

 

1,025,000

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

2,224,928

 

 

 

 

  

 

 

 

 

673,426

 

 

 

 

  

 

 

 

 

1,447,800

 

 

 

 

  

 

 

 

 

316,601

 

 

 

 

  

 

 

 

 

287,373

 

 

 

 

  

 

 

 

 

5,975,128

 

 

 

 

 

Karl-Thomas Neumann

 

  

 

 

 

 

916,936

 

 

 

 

  

 

 

 

 

2,000,000

 

 

 

 

  

 

 

 

 

1,961,676

 

 

 

 

  

 

 

 

 

593,751

 

 

 

 

  

 

 

 

 

1,276,317

 

 

 

 

  

 

 

 

 

126,796

 

 

 

 

  

 

 

 

 

12,563

 

 

 

 

  

 

 

 

 

6,888,039

 

 

 

 

Note: For additional information on the table above, please see the Summary Compensation Table in “Executive Compensation” on page 57.

 

CEO 2017 COMPENSATION STRUCTURE AVERAGE NEO 2017 COMPENSATION STRUCTURE COMPENSATION PROGRAM EVOLUTION AND ENHANCEMENTS IN 2017 Since 2013, we have taken significant actions to align our compensation programs with shareholders’ interests by focusing our leaders on the key areas that both drive the business forward and align to the short-term and long-term interests of our shareholders. For an in-depth discussion of how we have evolved our programs, including in response to active shareholder engagement, see “Executive Compensation—Compensation Overview—Shareholder Engagement Initiatives” on page 38. Key 2017 Enhancements: For short-term incentive compensation, we increased focus on key financial measures and added an individual performance element to incorporate individual performance goals for each NEO. For long-term incentive compensation, we eliminated time-vested restricted stock units and replaced them with Stock Options and incorporated relative performance measures into the performance stock units.

 

 

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Table of Contents

PROXY STATEMENT SUMMARY

 

 

Environmental and Sustainability Performance

Our vision for the future can be summed up with three numbers: zero crashes, zero emissions, and zero congestion.

 

 

ZERO CRASHES

 

GM’s number one priority is safety. We are developing new technologies to help keep our customers safe.

 

u GM’s Cruise AV has the potential to provide a level of safety far beyond the capabilities of human drivers.

 

u We launched Super Cruise, the world’s first hands-free highway driving technology, on the Cadillac CT6.

 

u GM offers 53 global models with forward collision alert and lane departure warning and 40 models with side blind zone alert.

 

        

 

ZERO EMISSIONS

 

GM is committed to an all-electric, zero emissions future. We are working to make cars more efficient and embrace environmentally conscious options.

 

u GM will introduce 20 new all-electric vehicles by 2023.

 

u In 2018, GM will increase Bolt EV production at its Orion Assembly Plant north of Detroit.

 

u GM has committed to using 100% renewable energy in its operations by 2050.

        

 

ZERO CONGESTION

 

GM is building autonomous, connected, and shared personal mobility options that will help end the congestion that wastes our time and money.

 

u Maven Gig members have driven more than 6.5 million all-electric miles since February 2017, saving an estimated 250,000 gallons of gas.

 

u  As of March 2018, more than 250 million Maven miles have been driven.

 

u  In 2018, GM submitted a petition to the U.S. Department of Transportation seeking permission to begin operating fully autonomous vehicles, without steering wheels or pedals, at scale in a dense urban environment in 2019.

 

                                  
                           

 

In 2017, GM documented existing practices by memorializing and publishing policies for shareholders, including:

 

u Conflict Minerals Policy

 

u Global Environmental Policy

 

u Human Rights Policy

 

u Global Integrity Policy, Gifts, Entertainment and Anti-Corruption

 

u Global Speak-Up! Non-Retaliation Policy

 

u Supplier Code of Conduct

        

 

LEADERS IN ACTION

 

LOGO

 

Dow Jones Sustainability World Index included GM for the first time and Dow Jones Sustainability North America Index included GM as the only automaker for the third consecutive year.

 

Other third parties regularly recognize our leadership. A few of those awards include:

 

u CDP (Carbon Disclosure Project) named GM to the Global Climate A List in 2016 for its performance and disclosure of its CO2 and climate impacts and to the Water A List in 2017 for its effective water management practices.

 

u U.S. Energy Star Partner of the Year – Sustained Excellence Company.

 

      

 

LOGO Find more online.

 

For additional information, please read our    Sustainability Report, available at:    gmsustainability.com, which includes    information about how our sustainability    strategy integrates with corporate    performance and other topics, such as:

 

u GM initiatives to service communities    and youth in science, technology,    engineering and math (STEM).

 

u Actions GM has taken to maintain and    improve a responsible supply chain.

 

u Efforts GM has led to create a diverse    and safe workplace of choice.

 

 

 

LOGO

 

CUSTOMER-DRIVEN SUSTAINABILITY Putting the customer at the center of everything we do extends both to how we build our products and to how we serve and improve our communities. When it comes to sustainability, we pursue a future that creates value for all of our stakeholders.

 

6  

 

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Table of Contents

ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

LOGO

Overview of Your Board

 

 

LOGO

 

LOGO

 

SUMMARY At the 2018 Annual Meeting, 11 directors will be elected. The Governance Committee evaluated the nominees in accordance with the Committee’s charter and our Corporate Governance Guidelines and submitted the nominees to the full Board for approval. On April 17, 2018, the Board elected Mr. Wenig as a member of the Board. All of the other nominees are current GM Board members who were elected by shareholders at the 2017 Annual Meeting.

 

 

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ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

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WE HAVE THE RIGHT BOARD AT THE RIGHT TIME FOR GM GM’s long-term strategy is to strengthen its core business by deploying capital to higher-return opportunities and developing new technologies that will unlock our vision of zero crashes, zero emissions, and zero congestion while also driving cost efficiencies. Your Board believes that it is composed of individuals who collectively possess the right mix of skills, qualifications, and experiences to promote shareholder interests and value and oversee management as it executes its strategic plan, capitalizes on key opportunities, and addresses critical risks. Transforming Our Core Business: GM remains focused on strengthening our core business by delivering winning vehicles, building profitable adjacent businesses, making tough, strategic decisions, and targeting 10% core margins. Your Board has directors with established track records of driving strong performance as CEOs of large public companies. Overseeing a Complex, Global Manufacturing Company: As a large, complex manufacturing company with operations around the globe, GM faces a variety of critical challenges – from managing our global supply chain, addressing international trade issues, and controlling raw material costs to maintaining strong relationships with our international workforce. To help management tackle these challenges, your Board has directors with extensive experience leading large, global organizations as CEOs and in other key leadership positions. Performance Throughout the Business Cycle: GM operates in a cyclical industry. It is crucial that GM maintain a strong balance sheet and consistently deploy its capital to the highest-return opportunities. Your Board has directors with deep finance and capital markets expertise to oversee management’s capital allocation strategy and effectively balance long-term investment with return of value to shareholders in the near term. Navigating a Heavily Regulated Industry: As an automotive manufacturing company, GM must navigate a complicated regulatory landscape – with overlapping, and sometimes conflicting, federal, state, and international emissions, environmental, and safety regulations. In addition, as a leader in autonomous vehicle (“AV”) development, GM is working with regulators to develop new rules for AVs, a technology that did not exist just a few years ago. Your Board has directors with experience leading automotive companies and companies in other highly regulated industries – such as the pharmaceutical and energy industries – as well as directors with public policy expertise, including a former high-ranking government official. Fostering Deep Customer Relationships: In addition to being a global manufacturing company, GM is – at its core – a consumer products company. One of our key priorities is to put the customer at the center of everything we do. To support this priority, your Board has directors with marketing expertise and experience leading consumer products companies to help management grow our brands and drive customer loyalty. Leading in the Future of Personal Mobility: With our vision of zero crashes, zero emissions, and zero congestion, GM is transforming the future of personal mobility through investments in electrification, AV, and car and ridesharing. Your Board has directors with extensive technology expertise gained from senior leadership roles at large technology companies. Your Board is a strategic asset for GM and is driving effective oversight and execution of GM’s strategic plan and holding management accountable.

 

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ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

 

u  

Diversity of Skills, Qualifications, and Experience

Your Board nominees offer a diverse range of skills and experience in relevant areas.

 

 

SKILL/

QUALIFICATION

  BARRA   SOLSO   GOODEN   JIMENEZ   MENDILLO   MULLEN   MULVA   RUSSO   SCHOEWE   STEPHENSON   WENIG
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Board Membership Criteria, Refreshment, and Succession Planning

The selection of qualified directors is fundamental to the Board’s successful oversight of GM’s strategy and enterprise risks. As a result, ensuring your Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders is critical to your Board and the Governance Committee. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs and the skills composition of your Board at any particular time. These dynamic priorities ensure the Board remains a strategic asset capable of addressing the risks, trends, and opportunities that GM will face in the future. In evaluating potential director candidates, the Governance Committee considers, among other factors, the criteria shown above in the skills and qualifications matrix for your current directors and any additional characteristics that it believes one or more directors should possess based on an assessment of the needs of the Board at that time. In every case, director candidates must be able to contribute significantly to your Board’s discussion and decision-making on the broad array of complex issues facing GM. The Governance Committee also engages a reputable, qualified search firm that uses our skills matrix to inform the search and help identify and evaluate potential candidates.

 

u  

Board Diversity

The Governance Committee considers individuals with a broad range of business experience and varied backgrounds. Although GM does not have a formal policy governing diversity among directors, your Board strives to identify candidates with diverse backgrounds. We recognize the value of overall diversity and consider members’ and candidates’ opinions, perspectives, personal and professional experiences, and backgrounds, including gender, race, ethnicity, and country of origin. We believe that the judgment and perspectives offered by a diverse board of directors improves the quality of decision making and enhances the Company’s business performance. We also believe such diversity can help the Board respond more effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders.

 

 

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ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

 

u  

Candidate Recommendations

The Governance Committee will consider persons recommended by shareholders for election to the Board. 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 person who made the recommendation.

 

 

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u  

Director Recruitment Process

 

 

 

LOGO

Your Board’s Nominees for Director

Set forth below is other information about our director 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 in the past, and a summary of their specific experiences, qualifications, attributes, and skills. We believe each of your Board’s nominees is highly qualified with unique experiences that are particularly beneficial to GM. Collectively, we believe these director nominees represent the best mix of expertise, qualifications, and skills to advance GM’s business strategy and serve the interest of all of our shareholders by driving long-term shareholder value.

The Board of Directors recommends a vote FOR each of the nominees below.

 

TO RECOMMEND AN INDIVIDUAL FOR BOARD MEMBERSHIP, WRITE TO: GM’s Corporate Secretary, at General Motors Company, Mail Code 482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265, or by e-mail to shareholder.relations@gm.com.

 

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ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

LOGO    LOGO
Mary T. Barra    Theodore M. Solso

Chairman & Chief Executive Officer,

General Motors Company

  

Independent Lead Director, General Motors Company

and Retired Chairman & Chief Executive Officer,
Cummins, Inc.

56 years old    71 years old
Director since: 2014    Director since: 2012

Committees

 

Executive (Chair)

 

Current Public Company Directorships

 

The Walt Disney Company

 

Prior Public Company Directorships

 

General Dynamics Corporation (2011 to 2017)

 

Prior Experience

Ms. Barra has served as Chairman of GM’s Board of Directors since January 2016 and Chief Executive Officer of GM since January 2014. Prior to that time, she served as 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 at GM in 1980.

 

Reasons for Nomination

u  Extensive senior leadership experience gained as the CEO of GM and in other key leadership positions at the Company, including experience in operational excellence, strategic planning, purchasing and supply chain, human resources, and manufacturing and engineering.

u   In-depth knowledge of the global automotive industry.

u  Deep understanding of GM’s strengths, weaknesses, opportunities, challenges, risks, and corporate culture.

u  Ability to drive the efficient execution of GM’s strategic plan and vision for the future.

u  Strong leadership and management skills coupled with extensive engineering and global product development experience.

u  Valuable knowledge of key governance matters gained as a director of GM and other large global public companies.

  

Committees

 

Executive

 

Current Public Company Directorships

 

Ball Corporation (Lead Director)

 

Prior Public Company Directorships

 

Ashland Inc. (1999 to 2012) (Lead director 2003 to 2010)

 

Prior Experience

Mr. Solso served as Non-Executive Chairman of the GM Board of Directors from 2014 to 2016. He was Chairman and Chief Executive Officer of Cummins, Inc. (“Cummins”) from 2000 until his retirement in 2011 and President and Chief Operating Officer of Cummins from 1995 to 2000.

 

Reasons for Nomination

u  Extensive senior leadership experience gained as the CEO of Cummins, including automotive-related experience and experience in finance, accounting, and vehicle and workplace safety.

u  Background leading a company through strong financial performance and shareholder returns, international growth, and business restructurings.

u  Valuable knowledge of key governance matters, including environmental issues, corporate responsibility, diversity, and human rights issues, gained as the CEO of Cummins and the lead director of GM and other large global public companies.

u  Extensive experience in automotive manufacturing and engineering, including with respect to emissions reduction technology, development of diesel engines, and compliance with challenging emissions laws and regulations.

u  Valuable insight into advancing the business priorities of GM’s international operations gained as the U.S. Chairman of the U.S.-Brazil CEO Forum.

 

 

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ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

LOGO    LOGO
Linda R. Gooden    Joseph Jimenez
Retired Executive Vice President, Information Systems &
Global Solutions, Lockheed Martin Corporation
   Retired Chief Executive Officer, Novartis AG
65 years old    58 years old
Director since: 2015    Director since: 2015

Committees

 

Audit, Cybersecurity (Chair), Executive, Risk

 

Current Public Company Directorships

 

Automatic Data Processing, Inc., The Home Depot, Inc., WGL Holdings, Inc., and Washington Gas & Light Company, a subsidiary of WGL Holdings, Inc.

 

Prior Experience

Ms. Gooden served as Executive Vice President, Information Systems & Global Solutions of Lockheed Martin Corporation (“Lockheed”) from 2007 to 2013. She was Deputy Executive Vice President, Information and Technology Services of Lockheed from October to December 2006; and President, Information Technology of Lockheed from 1997 to December 2006.

 

Reasons for Nomination

u  Significant senior leadership experience gained through various leadership positions at Lockheed, including experience in technology, innovation, acquisitions, divestitures, business restructuring, finance, and risk management.

u  Valuable insight into GM’s information technology (“IT”) function, technology systems and processes, and cybersecurity framework, including those related to mobility and autonomous vehicles, gained through various leadership roles at Lockheed.

u  Extensive expertise in cybersecurity and IT as well as significant operational, strategic planning, and government relations experience.

u  Valuable knowledge of key governance matters gained as a director of GM and other large global public companies.

  

Committees

 

Executive Compensation, Governance and Corporate Responsibility

 

Current Public Company Directorships

 

The Procter & Gamble Co.

 

Prior Public Company Directorships

 

Colgate-Palmolive Company (2010 to 2015)

 

Prior Experience

Mr. Jimenez served as Chief Executive Officer of Novartis AG (“Novartis”) from 2010 until his retirement in 2017. He was Head of Novartis’ Pharmaceuticals Division from October 2007 to 2010 and Head of Novartis’ Consumer Health Division from April to October 2007. Prior to joining Novartis, Mr. Jimenez served as 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. Prior to joining Heinz, Mr. Jimenez held various leadership positions at ConAgra Foods Inc. (“ConAgra”), including President and Senior Vice President of two operating divisions from 1993 to 1998.

 

Reasons for Nomination

u  Extensive senior leadership experience gained as the CEO of Novartis and in other senior leadership positions in the consumer products industry, including experience in international operations, strategic planning, and finance.

u  Valuable insight into GM’s strategy to enhance the customer experience and earn customers for life gained through various senior leadership positions at Heinz and ConAgra and as a director of Colgate-Palmolive Company.

u  Experience executing business restructurings and significant business transformations at both Heinz and Novartis.

u  Valuable knowledge of key governance matters gained as the CEO of Novartis and a director of GM and other large global public companies.

 

12  

 

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Table of Contents

ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

LOGO    LOGO
Jane L. Mendillo    Admiral Michael G. Mullen
Retired President & Chief Executive Officer,
Harvard Management Company
   Former Chairman, Joint Chiefs of Staff
59 years old    71 years old
Director since: 2016    Director since: 2013

Committees

 

Audit, Finance

 

Current Public Company Directorships

 

Lazard Ltd

 

Prior Experience

Ms. Mendillo served as President and Chief Executive Officer of the Harvard Management Company (“HMC”) from 2008 to 2014, managing Harvard University’s approximately $37 billion global endowment and related assets. Prior to joining HMC, she was Chief Investment Officer of Wellesley College from 2002 to 2008; and prior to that, she spent 15 years at HMC in various other investment roles. She also served as Chair of the investment committee of the Partners Healthcare System; a member of the board of directors and investment committee of the Mellon Foundation; Senior Investment Advisor and Trustee to the Old Mountain Private Trust Company; and a member of the Board and Executive Committee of Berklee College of Music.

 

Reasons for Nomination

u  Extensive senior leadership experience gained as the CEO of HMC, including experience in risk and crisis management.

u  Deep capital markets expertise gained from her more than 30 years managing globally diverse endowments and investment portfolios.

u  Valuable insight into GM’s disciplined capital allocation framework and its financial policies and strategies.

u  Valuable knowledge of key governance matters gained as a director of GM and another large global public company.

  

Committees

 

Audit, Cybersecurity, Executive, Risk (Chair)

 

Current Public Company Directorships

 

Sprint Corporation

 

Prior Experience

Admiral Mullen served as the 17th Chairman of the Joint Chiefs of Staff from 2007 until his retirement in 2011, one of his four different four-star assignments; the others included the 28th Chief of Naval Operations from 2005 to 2007; Commander, U.S. Naval Forces Europe/Allied Joint Force Command Naples from 2004 to 2005; and the 32nd Vice Chief Naval Officer from 2003 to 2004. Admiral Mullen has been President of MGM Consulting LLC since 2012, and he serves as a Charles and Marie Robertson Visiting Professor at the Woodrow Wilson School of Public and International Affairs at Princeton University.

 

Reasons for Nomination

u  Extensive senior leadership experience gained over a 43-year career in the U.S. military, including four-star assignments in the U.S. Navy, which were equivalent to the Navy’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, and culminating in his appointment as Chairman of the Joint Chiefs of Staff.

u  Valuable insight into GM’s IT function, technology systems and processes, and cybersecurity framework gained through overseeing the rapid development and deployment of innovative technologies for effective 21st-century military solutions.

u  Deep experience leading change in complex organizations, strategic planning, budget policy, risk and crisis management, executive development and succession planning, diversity implementation, cybersecurity, and technical innovation.

u  Experience in navigating geopolitical risks, succession planning, diversity, accountability, crisis management, public policy, and safety culture.

u  Valuable knowledge of key governance matters gained as a long-tenured military leader and a director of GM and another large global public company.

 

 

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ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

LOGO    LOGO
James J. Mulva    Patricia F. Russo
Retired Chairman & Chief Executive Officer, ConocoPhillips    Chairman, Hewlett Packard Enterprise Company
71 years old    65 years old
Director since: 2012    Director since: 2009

Committees

 

Executive, Executive Compensation, Finance (Chair), Risk

 

Current Public Company Directorships

 

General Electric Company and Baker Hughes, a GE company

 

Prior Public Company Directorships

 

Statoil ASA (2013 to 2015)

 

Prior Experience

Mr. Mulva served as Chairman and Chief Executive Officer of ConocoPhillips from 2004 until his retirement in 2012. He was Chairman, President, and Chief Executive Officer of ConocoPhillips from 2004 to 2008 and President and Chief Executive Officer of ConocoPhillips from 2002 to 2004.

 

Reasons for Nomination

u  Extensive senior leadership experience gained as the CEO of ConocoPhillips, including experience in finance and international business.

u  Significant strategic business experience, including with respect to mergers and acquisitions, business restructurings, joint ventures, and the successful navigation of the highly competitive energy industry.

u  Valuable insight into GM’s manufacturing and safety strategies gained through experience in global manufacturing at ConocoPhillips with a focus on risk management.

u  Valuable knowledge of key governance matters gained as the CEO of ConocoPhillips and a director of GM and other large global public companies.

  

Committees

 

Executive, Executive Compensation, Finance, Governance and Corporate Responsibility (Chair)

 

Current Public Company Directorships

 

Arconic Inc. (formerly Alcoa) (Interim-Chairman April 2017 to October 2017 and Lead Director May 2015 to April 2017), Hewlett Packard Enterprise Company (Chairman), KKR Management LLC (the managing partner of KKR & Co. L.P.), and Merck & Co. Inc.

 

Prior Public Company Directorships

 

Hewlett-Packard Company (2011 to 2015) (Lead Director 2014 to 2015)

 

Prior Experience

Ms. Russo served as Lead Director of the Hewlett-Packard Company Board of Directors from 2014 to 2015. She was Lead Director of the GM Board of Directors from March 2010 to January 2014. She also served as Chief Executive Officer of Alcatel-Lucent S.A. (“Alcatel-Lucent”) from 2006 to 2008; Chairman and Chief Executive Officer of Lucent Technologies, Inc. (“Lucent”) from 2003 to 2006; and President and Chief Executive Officer of Lucent from 2002 to 2006.

 

Reasons for Nomination

u  Extensive senior leadership gained as the CEO of Alcatel-Lucent and Lucent, including experience in corporate strategy, finance, sales and marketing, technology, and leadership development.

u  Significant strategic business experience gained through managing critical technology disruptions and successfully leading Lucent through a severe industry downturn.

u  Valuable insight into GM’s evaluation and execution of strategic transactions gained through experience overseeing Hewlett-Packard Company’s split into two companies, the Alcoa-Arconic split, and managing the Alcatel-Lucent merger.

u  Valuable knowledge of key governance matters, including executive compensation, gained as the CEO of Alcatel-Lucent and Lucent and a director of GM and other large global public companies.

 

14  

 

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Table of Contents

ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

LOGO    LOGO
Thomas M. Schoewe    Carol M. Stephenson, O.C.
Retired Executive Vice President & Chief Financial Officer,
Wal-Mart Stores, Inc.
   Retired Dean, Ivey Business School,
The University of Western Ontario
65 years old    67 years old
Director since: 2011    Director since: 2009

Committees

 

Audit (Chair), Cybersecurity, Executive, Finance, Risk

 

Current Public Company Directorships

 

KKR Management LLC and Northrop Grumman Corporation

 

Prior Public Company Directorship

 

PulteGroup, Inc. (2009 to 2012)

 

Prior Experience

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, he was Senior Vice President and Chief Financial Officer of Black & Decker Corporation (“Black & Decker”) from 1996 to 1999; Vice President and Chief Financial Officer of Black & Decker from 1993 to 1996; Vice President of Finance of Black & Decker from 1989 to 1993; and Vice President of Business Planning and Analysis of Black & Decker from 1986 to 1989.

 

Reasons for Nomination:

u  Extensive financial expertise as the CFO of Wal-Mart and Black & Decker.

u  Significant senior leadership experience gained in various leadership positions, including experience in financial reporting, accounting and controls, business planning and analysis, and risk management.

u  Valuable insight into GM’s IT function, technology systems and processes, and cybersecurity framework gained through experience leading large-scale, transformational IT implementations at Wal-Mart and Black & Decker.

u  Valuable knowledge of key governance matters gained as a director of GM and at other large global public companies.

  

Committees

 

Executive, Executive Compensation (Chair), Governance and Corporate Responsibility

 

Current Public Company Directorships

 

Intact Financial Corporation (formerly ING Canada) and Maple Leaf Foods Inc.

 

Prior Public Company Directorships

 

Ballard Power Systems, Inc. (2012 to 2017) and Manitoba Telecom Services (2008 to 2016)

 

Prior Experience

Ms. Stephenson served as Dean of the Ivey Business School at the University of Western Ontario from 2003 until her retirement in 2013. Prior to joining the Ivey Business School, she was President and Chief Executive Officer of Lucent Technologies Canada from 1999 to 2003. She was also a member of the Advisory Board of General Motors of Canada, Limited, a GM subsidiary, from 2005 to 2009 and appointed an officer of the Order of Canada in 2009.

 

Reasons for Nomination

u  Significant senior leadership experience gained as Dean of the Ivey Business School and in leadership positions in the telecommunications industry.

u  Valuable insight into GM’s strategy to strengthen our core business and transform the future of personal mobility gained through expertise in marketing, operations, strategic planning, technology development, and financial management.

u  Extensive expertise in North American trade issues and the Canadian business environment gained as a director at several leading Canadian companies.

u  Valuable knowledge of key governance matters, including executive compensation, gained as a director of GM and at other large global public companies.

 

 

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ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

LOGO

 

 
Devin N. Wenig  
President & Chief Executive Officer,
eBay Inc.
 
51 years old  
Director since: 2018  

Committees

 

Committee memberships to be determined at the Board’s June 2018 meeting.

 

Current Public Company Directorships

 

eBay Inc.

 

Prior Experience

In July 2015, Mr. Wenig was appointed as President and Chief Executive Officer of eBay. Prior to that time, he served as President of eBay’s Marketplaces business from 2011 to July 2015. Prior to joining eBay, Mr. Wenig was Chief Executive Officer of Thomson Reuters Corporation’s (“Thomson Reuters”) largest division, Thomson Reuters Markets, from 2008 to 2011; Chief Operating Officer of Reuters Group plc (“Reuters”) from 2006 to 2008; and President of Reuters Business divisions from 2003 to 2006.

 

Reasons for Nomination

u  Extensive senior leadership experience gained as the CEO of eBay, including experience in technology, global operations, and strategic planning.

u  Critical technology insight into GM’s strategies related to the future of mobility, autonomous vehicles, vehicle connectivity, and data monetization gained through various roles at eBay.

u  Valuable insight into GM’s strategy to enhance the customer experience and earn customers for life gained through various consumer-facing leadership roles at eBay, Thomson Reuters, and Reuters.

u  Valuable knowledge of key governance matters gained as the CEO of eBay and a director of other large global public companies.

 

 

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Table of Contents

ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

Non-Employee Director Compensation

Our non-employee directors receive cash compensation as well as equity compensation in the form of GM Deferred Share Units (“DSUs”) for their Board service. Compensation for our non-employee directors is set by the Board at the recommendation of the Governance Committee.

 

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Guiding Principles

 

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Fairly compensate directors for their responsibilities and time commitments.

 

 

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Attract and retain highly qualified directors by offering a compensation program consistent with those at companies of similar size, scope, and complexity.

 

 

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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).

 

 

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Provide compensation that is simple and transparent to shareholders.

 

 

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Annual Review Process

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. GM’s Legal Staff also supports the Committee in determining director compensation and designing the related benefit programs. In addition, if the Governance Committee determines it is necessary, it has the authority to engage the services of outside consultants, experts, and others to assist in designing and setting director compensation. As part of its annual review, the Committee conducts extensive benchmarking by reviewing director compensation data for the executive compensation peer group described in “Executive Compensation—Compensation Overview—Peer Group for Compensation Comparisons” on page 41. Following its review of GM’s director compensation in December 2017, the Governance Committee recommended that the Board maintain the same structure and level of compensation and stock ownership requirements for 2018 as were in place in 2017.

 

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Director Stock Ownership and Holding Requirements

 

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Each non-employee director is required to own our common stock or DSUs with a market value of at least $500,000.

 

 

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Each director has up to five years from the date he or she is first elected to the Board to meet this ownership requirement.

 

 

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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.

 

 

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Ownership guidelines are reviewed each year to confirm they continue to be effective in aligning the interests of the Board and our shareholders.

 

 

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All of our directors are in compliance with our stock retention requirements. Mr. Wenig is within his five-year compliance period and is expected to meet the ownership requirement by the end of such period. All other directors have met or exceeded the ownership requirement.

 

 

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Annual Compensation

During 2017, compensation for non-employee directors consisted of the elements described in the table below. We do not pay any other retainers or meeting fees. The Independent Lead Director and Committee Chairs receive additional compensation due to the increased workload and additional responsibilities associated with these positions. In particular, Mr. Solso’s compensation as Independent Lead Director reflects the additional time commitment for this role, which includes, among other responsibilities, attending all Board Committee meetings, meeting with the Company’s investors, and attending additional meetings with the Company’s senior management, including the CEO. For additional information about the roles and responsibilities of our Independent Lead Director, see “Corporate Governance—Board Leadership Structure” on page 21.

 

 

Compensation Element

 

  

 

2017  

 

 

 

Board Retainer

 

  

 

$

 

 

285,000  

 

 

 

 

 

Independent Lead Director Fee

 

  

 

$

 

 

100,000  

 

 

 

 

 

Audit Committee Chair Fee

 

  

 

 

 

 

$30,000  

 

 

 

 

 

All Other Committee Chair Fees (excluding the Executive Committee)

 

 

  

 

 

 

 

$20,000  

 

 

 

 

 

 

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Table of Contents

ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

Non-employee directors are required to defer 50% of their annual Board retainer ($142,500) into DSUs under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Director Compensation Plan”). Directors may elect to defer all or half of their remaining Board retainer or amounts payable (if any) for serving as Committee Chair or Independent Lead Director into additional DSUs. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are prorated for his or her period of service.

 

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How Deferred Share Units Work

Each DSU is equal in value to a share of GM common stock and is fully vested upon grant, but does not have voting rights. DSUs will not be available for disposition until after the director leaves the Board. After leaving the Board, the director will receive a cash payment or payments 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:

 

 

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Other Compensation

As outlined below, we provide certain additional benefits to non-employee directors.

 

  Type    Purpose

 

u      Company Vehicles

  

 

We provide directors with the use of company vehicles 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.

 

u      Personal Accident Insurance
(“PAI”)(1)

  

 

We provide PAI 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 PAI benefit described above, the value of which is reported for Ms. Barra in the Summary Compensation Table on page 57.

Non-employee directors are not eligible to participate in any of the savings or retirement programs for our employees. Other than as described in this section, there are no separate benefit plans for directors.

 

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Amount of compensation required or elected to be deferred each calendar year under the Director Compensation Plan ÷ Average daily closing market price of our common stock for that calendar year = DSUs Granted


Table of Contents

ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

 

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2017 Non-Employee Director Compensation Table

This table shows the compensation that each non-employee director received for his or her 2017 Board and Committee service.

 

  Director

 

  

Fees Earned or

Paid in Cash(1)

($)

 

    

Stock Awards(2)

($)

 

    

All Other

Compensation(3)

($)

 

    

Total

($)

 

 

 

Joseph J. Ashton(4)

 

    

 

142,500

 

 

 

    

 

156,336

 

 

 

    

 

34,698

 

 

 

    

 

333,534

 

 

 

 

Linda R. Gooden(5)

 

    

 

145,833

 

 

 

    

 

155,311

 

 

 

    

 

22,448

 

 

 

    

 

323,592

 

 

 

 

Joseph Jimenez

 

    

 

142,500

 

 

 

    

 

155,311

 

 

 

    

 

24,282

 

 

 

    

 

322,093

 

 

 

 

Jane L. Mendillo

 

    

 

142,500

 

 

 

    

 

155,311

 

 

 

    

 

11,323

 

 

 

    

 

309,134

 

 

 

 

Michael G. Mullen

 

    

 

162,500

 

 

 

    

 

155,311

 

 

 

    

 

23,428

 

 

 

    

 

341,239

 

 

 

 

James J. Mulva

 

    

 

162,500

 

 

 

    

 

155,311

 

 

 

    

 

36,490

 

 

 

    

 

354,301

 

 

 

 

Patricia F. Russo

 

    

 

162,500

 

 

 

    

 

155,311

 

 

 

    

 

19,886

 

 

 

    

 

337,697

 

 

 

 

Thomas M. Schoewe

 

    

 

172,500

 

 

 

    

 

155,311

 

 

 

    

 

30,448

 

 

 

    

 

358,259

 

 

 

 

Theodore M. Solso

 

    

 

242,500

 

 

 

    

 

155,311

 

 

 

    

 

15,490

 

 

 

    

 

413,301

 

 

 

 

Carol M. Stephenson

 

    

 

162,500

 

 

 

    

 

155,311

 

 

 

    

 

12,782

 

 

 

    

 

330,593

 

 

 

 

(1)

This column reflects director compensation eligible to be paid in cash, which consists of 50 percent of the annual Board retainer ($142,500) and any applicable Committee Chair or Independent Lead Director fees. Each of the following directors elected to receive DSUs in lieu of such amounts eligible to be paid in cash in the following amounts: Mr. Ashton — $71,250; Ms. Gooden — $3,333; Mr. Jimenez — $142,500; Ms. Mendillo — $142,500; Mr. Mullen — $20,000; Mr. Mulva — $162,500; Ms. Russo — $20,000; Mr. Solso — $242,500; and Ms. Stephenson — $81,250.

 

(2)

Reflects aggregate grant date fair value of DSUs granted in 2017, which does not include any cash fees that directors voluntarily elected to receive as DSUs. Grant date fair value is calculated by multiplying the number of DSUs granted by the closing price of GM common stock on December 29, 2017, which was $40.99. The holders of DSUs also receive dividend equivalents, which are reinvested in additional DSUs based on the market price of the common stock on the date the dividends are paid.

 

(3)

The following table provides more information on the type and amount of benefits included in the All Other Compensation column.

 

Director

 

  

Company

Vehicle

Program

(a)

 

    

Other

(b)

 

    

Total

 

            

Director

 

  

Company

Vehicle

Program

(a)

 

    

Other

(b)

 

    

Total

 

 

 

Mr. Ashton

 

    

 

$34,458

 

 

 

    

 

     $240

 

 

 

    

 

     $34,698

 

 

 

      

Mr. Mulva

 

    

 

$36,250

 

 

 

    

 

     $240

 

 

 

    

 

     $36,490

 

 

 

 

Ms. Gooden

 

    

 

$22,208

 

 

 

    

 

$240

 

 

 

    

 

$22,448

 

 

 

      

Ms. Russo

 

    

 

$19,646

 

 

 

    

 

$240

 

 

 

    

 

$19,886

 

 

 

 

Mr. Jimenez

 

    

 

$24,042

 

 

 

    

 

$240

 

 

 

    

 

$24,282

 

 

 

      

Mr. Schoewe

 

    

 

$30,208

 

 

 

    

 

$240

 

 

 

    

 

$30,448

 

 

 

 

Ms. Mendillo

 

    

 

$11,083

 

 

 

    

 

$240

 

 

 

    

 

$11,323

 

 

 

      

Mr. Solso

 

    

 

$15,250

 

 

 

    

 

$240

 

 

 

    

 

$15,490

 

 

 

 

Mr. Mullen

 

    

 

$23,188

 

 

 

    

 

$240

 

 

 

    

 

$23,428

 

 

 

      

Ms. Stephenson

 

    

 

$12,542

 

 

 

    

 

$240

 

 

 

    

 

$12,782

 

 

 

 

  (a) Company vehicle program includes the estimated annual lease value of the Company vehicles driven by directors. We include the annual lease value because it is more reflective of the value of the company vehicle perquisite than the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each director.

 

  (b) Reflects cost of premiums for providing personal accident insurance (annual premium cost of $240 is prorated, as applicable, for period of service). In addition, Mr. Solso received tickets to attend a special event; the tickets had no incremental cost to the Company.

 

(4)

Mr. Ashton resigned from the Board effective December 8, 2017.

 

(5)

Ms. Gooden was appointed Chair of the Cybersecurity Committee on November 20, 2017.

 

 

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CORPORATE GOVERNANCE

Role of the Board of Directors

 

GM is governed by a Board of Directors and Committees of the Board that meet throughout the year. The Board is elected by shareholders to oversee and provide guidance on the Company’s business and affairs. It is the ultimate decision-making body of the Company, except for those matters reserved for shareholders. The Board is actively engaged in the process of strategic development and oversight of ongoing execution of the Company’s strategic plan. It oversees management’s activities in connection with proper safeguarding of the assets

of the Company, maintenance of appropriate financial and other internal controls, compliance with applicable laws and regulations, and proper governance. 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.

 

 

Board Size

 

The Board of Directors sets the number of directors from time to time by resolution adopted by a majority of the Board. The Board is currently composed of 11 members. The Governance Committee reassesses the suitability of the Board’s size at least annually. The Board has the flexibility to increase or decrease the size of the Board, as circumstances warrant. 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 11 members immediately following the Annual Meeting.

 

 

Code of Business Conduct and Ethics: “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 our directors, officers, and employees. “Winning with Integrity” 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. The code embodies our expectations for a number of topics, including workplace and vehicle safety, 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 all laws and regulations applicable to the conduct of our business. Employees are expected to report any conduct that they believe in good faith to be an actual or apparent violation of the code.

 

 

Corporate Governance Guidelines

 

Your Board oversees a governance structure that it believes promotes the best interests of our shareholders. Our Corporate Governance Guidelines form a transparent framework for the 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, the Board membership criteria, Board Committees, and Board and CEO evaluation. The Governance Committee regularly reviews the Corporate Governance Guidelines and periodically recommends to your Board the adoption of amendments in response to changing regulations, evolving best practices, and shareholder concerns. For a summary of our corporate governance best practices, see “Proxy Statement Summary—Governance Highlights” on page 3.

 

 

LOGO Find more online.

 

Our code of business conduct and ethics, “Winning with Integrity,” and Corporate Governance Guidelines and are available on our website at: gm.com/investors/corporate-governance.

 

 
 

 

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CORPORATE GOVERNANCE

 

 

Director Independence

 

GM’s Corporate Governance Guidelines define our standards for director independence and are based on applicable New York Stock Exchange (“NYSE”) and U.S. Securities and Exchange Commission (“SEC”) requirements. At least two-thirds of our directors are and must continue to be independent under these standards. The Governance Committee annually assesses the independence of each director and makes recommendations to the Board. For a director to be “independent,” the Board must affirmatively determine that the director has no material relationship with the Company other than his or her service as a director. In addition, members of the Audit and Compensation Committees must meet heightened independence standards under applicable NYSE and SEC rules.

Consistent with these standards, the Board has reviewed all relationships between the Company and each director and considered all relevant quantitative and qualitative criteria. The Board has affirmatively determined that all directors are independent, except Ms. Barra, who serves as CEO.

In recommending to the Board that it determine each director is 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 has made to nonprofit organizations with which our directors are or have been associated. None of these transactions were material to either GM or the director. 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 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 transactions 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, they did not impair such director’s independence.

 

 

Board Leadership Structure

Your Board has the flexibility to decide when the positions of Chairman and CEO should be combined or separated and whether an executive or an independent director should be Chairman. This approach is designed to allow the Board to choose the leadership structure that will best serve the interests of our shareholders at any particular time. In January 2016, the Board recombined the positions of Chairman and CEO under the leadership of Ms. Barra and designated Mr. Solso as Independent Lead Director. For 2018, our independent directors unanimously voted to appoint Mr. Solso as the Independent Lead Director for the third consecutive year. The Board’s key duties include oversight of strategy, risk management, and legal and regulatory compliance as well as CEO succession planning. In each of these areas, the Board determined that a combined role of Chairman and CEO, with the presence of a strong Independent Lead Director and governance best practices, is the optimal Board leadership structure for GM at this time. Mr. Solso’s perspective on your Board’s leadership structure is provided on the following page.

 

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CORPORATE GOVERNANCE

 

 

A Message from the Independent Lead Director on Your Board’s Leadership Structure

As the Independent Lead Director, I regularly engage with GM’s investors and other key stakeholders on a variety of issues, including GM’s corporate governance structure and practices and, importantly, your Board’s leadership structure. I want to share with you the same message I deliver during these engagements.

Mary Barra Is the Right Person to Lead Your Board

Your Board carefully considers the appropriate leadership structure for GM and its shareholders on an annual basis and determines whether to combine or split the roles of Chairman and CEO. Your Board believes that Ms. Barra’s service as both Chairman and CEO has provided, and continues to provide, a clear and unified strategic vision for GM during this time of unprecedented industry change. As the individual with primary responsibility for managing the Company, Ms. Barra’s in-depth knowledge of our business and understanding of GM’s day-to-day operations brings focused leadership to your Board. She has been a key leader as we have reset our culture of safety and relentlessly focused on putting the customer at the center of everything we do. As Chairman, she facilitates your Board’s continued strong oversight of compliance and enterprise risk management programs. For example, under her leadership, in 2017 the Board established a new Cybersecurity Committee to enhance the Board’s oversight of GM’s evolving cybersecurity risks.

Your Board Is Independent and Holds Management Accountable

With 10 of 11 directors being independent, your Board holds management accountable. We have the right mix of skills, qualifications, and experiences to oversee, guide, and challenge the leadership team. We are engaged in shaping and overseeing GM’s strategy. Strategy is a part of every Board meeting, and every year your Board holds a multiday session devoted exclusively to GM’s strategic plan. During these discussions, Board members engage in active debate and dialogue, challenge and validate management assumptions, and shape various aspects of management’s strategy and execution.

My Role as the Independent Lead Director

I strive to complement Ms. Barra’s role as Chairman by providing strong independent leadership in my role as the Independent Lead Director, with the following key duties and responsibilities:

 

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Presiding over all Board meetings when the Chairman is not present, including executive sessions of non-management directors, and advising the Chairman of any actions taken;

 

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Providing Board leadership if circumstances arise in which the role of the Chairman is potentially, or perceived to be, in conflict, or if potential conflicts of interest arise for any director;

 

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Calling executive sessions for independent directors, relaying feedback from these sessions to the Chairman, and implementing decisions made by the independent directors;

 

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Leading non-management directors in the annual evaluation of the CEO’s performance, communicating it to the CEO, and overseeing the process for CEO succession;

 

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Advising on the scope, quality, quantity, and timeliness of the flow of information between management and the Board and approving Board meeting agendas and materials recommended by the Chairman;

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Approving Board meeting schedules to ensure sufficient time for discussion of all agenda items;

 

 

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Serving as a liaison between independent directors and the Chairman when requested to do so by independent directors (although all non-management directors have direct and complete access to the Chairman at any time that they deem necessary or appropriate);

 

 

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Interviewing, along with the Chair of the Governance Committee, all Board candidates and making recommendations to the Governance Committee and the Board;

 

 

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Being available to advise the Chairs of the Committees of the Board in fulfilling their designated roles and responsibilities to the Board; and

 

 

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Being available, if requested by major shareholders, for consultation and communication in accordance with the Board’s Director-Shareholder Engagement Policy.

 
 

As always, I am proud to work closely with our Chairman and CEO and my fellow independent directors as we drive long-term shareholder value. On behalf of the entire Board, thank you for your continued support.

 

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Theodore M. Solso

Independent Lead Director

 

 

 

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CORPORATE GOVERNANCE

 

 

Executive Sessions

Independent directors have an opportunity to meet in executive session without management present as part of each regularly scheduled Board meeting. Executive sessions are chaired by the Independent Lead Director, Mr. Solso.

During executive sessions, the independent directors may review CEO performance, compensation, and succession planning; strategy; risk; future Board agendas and flow of information to directors; corporate governance matters; and any other matters of importance to the Company raised during a meeting or otherwise presented by the independent directors.

The non-management directors of the Board met in executive session six times in 2017, including one time with only independent directors present.

Board Committees

Your Board of Directors has seven standing Committees: Audit, Cybersecurity, Executive Compensation, Finance, Governance, Risk, and Executive. The key responsibilities, recent activities, and focus areas of each Committee are set forth below, together with their current membership and the number of meetings held in 2017. Each Committee Chair meets regularly with management during the year to discuss Committee business, shape agendas, and facilitate efficient meetings. The Independent Lead Director, Mr. Solso, attends all Committee meetings to serve as a resource and identify topics requiring the full Board’s attention. The Board has determined that each member of the Audit, Compensation, Governance, Cybersecurity, Finance, and Risk Committees is independent according to NYSE listing standards and our Corporate Governance Guidelines.

In November 2017, the Board formed the Cybersecurity Committee, at which time the Risk Committee and Audit Committee charters were revised to reflect the transfer of cybersecurity oversight responsibilities. For additional information about our new Cybersecurity Committee, see “Corporate Governance—Board and Committee Oversight of Risk” on page 27.

 

 

 

LOGO Find more online.

 

Each Committee has a charter governing its activities. Committee charters are available on our website at: gm.com/investors/corporate-governance.

 

 

 

 

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CORPORATE GOVERNANCE

 

 

 

 

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Thomas M. Schoewe,    

Chair

 

  

Members: Thomas M. Schoewe (Chair), Linda R. Gooden, Jane L. Mendillo, and Michael G. Mullen

 

Meetings held in 2017: 7

   

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Linda R. Gooden,    

Chair

 

  

Members: Linda R. Gooden (Chair), Michael G. Mullen, and Thomas M. Schoewe

 

Meetings held in 2017: 2

Key Responsibilities

u  Oversees the quality and integrity of our financial statements, related disclosures, and internal controls;

u  Reviews and discusses with management and the independent auditors the Company’s earnings releases and quarterly and annual reports on Forms 10-Q and 10-K prior to filing with the SEC;

u  Reviews the Company’s critical accounting policies, financial reporting and accounting standards and principles, and key accounting decisions and judgments affecting the Company’s financial statements;

u  Reviews the scope and effectiveness of the Company’s compliance and ethics programs;

u  Oversees the retention, qualifications, and performance of the independent auditor;

u  Preapproves all audit and permitted non-audit services provided by the independent auditor;

u  Regularly meets in private sessions with the General Counsel, Chief Compliance Officer, General Auditor and independent auditor;

u  Reviews the scope, effectiveness, and independence of the Company’s internal audit function; and

u  Oversees the Company’s compliance with legal, ethical, and regulatory requirements.

 

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 listing standards and that Ms. Gooden, Ms. Mendillo, and Mr. Schoewe are each qualified as an “audit committee financial expert” as defined by the SEC.

 

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For additional information about the Audit Committee and its 2017 activities, see its report included in this Proxy Statement beginning on page 70.

   

Key Responsibilities

u  Oversees the effectiveness of the Company’s cybersecurity programs and its practices for identifying, assessing, and mitigating cybersecurity risks;

u  Reviews the Company’s controls to prevent, detect, and respond to cyberattacks and breaches involving GM’s electronic information, intellectual property, sensitive data, connected products, and the connected ecosystem;

u  Oversees management’s implementation of cybersecurity programs and risk policies and procedures and management’s actions to safeguard their effectiveness; and

u  Evaluates the Company’s cyber crisis preparedness, incident response plans, and disaster recovery capabilities.

 

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Recent Activities and Key Focus Areas Conducted competitive request for proposal process to select the Company’s new independent auditor, Ernst & Young LLP Examined the impact of the enactment of U.S. tax reform legislation Prepared for adoption of new revenue recognition standard Reviewed internal controls over financial reporting to maintain world-class control environment Recent Activities and Key Focus Areas Evaluated GM’s key cybersecurity risks and enterprise and product cybersecurity programs Approved ransomware policy and countermeasures Oversaw management’s optimization of GM’s cybersecurity function


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CORPORATE GOVERNANCE

 

 

 

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Carol M. Stephenson,    

Chair

 

  

Members: Carol M. Stephenson (Chair), Joseph Jimenez, James J. Mulva, and Patricia F. Russo

 

Meetings held in 2017: 6

 

 

 

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James J. Mulva,    

Chair

 

  

Members: James J. Mulva (Chair), Jane L. Mendillo, Patricia F. Russo, and Thomas M. Schoewe

 

Meetings held in 2017: 4

Key Responsibilities

u  Oversees the Company’s executive compensation policies, practices, and programs;

u  Reviews and approves corporate goals and objectives, evaluates performance (along with the full Board), and determines compensation levels for the Chairman and CEO;

u  Reviews and approves compensation of NEOs, executive officers, and other senior leaders under its purview;

u  Oversees compensation policies and practices so that the plans do not encourage unnecessary or excessive risks; and

u  Oversees the Company’s policies and practices that promote diversity and inclusion.

 

The Board has determined that all members of the Executive Compensation Committee meet heightened independence and qualification criteria in accordance with NYSE listing standards and SEC rules.

 

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Key Responsibilities

u  Assists the Board in its oversight of financial policies, strategies, and capital structure;

u  Reviews the Company’s cash management as well as proposed capital plans, capital expenditures, dividend actions, stock splits and repurchases, issuances of debt or equity securities, and credit facility and other borrowings;

u  Reviews any significant financial exposures and contingent liabilities of the Company, including foreign exchange, interest rate, and commodities exposures, and the use of derivatives to hedge those exposures; and

u  Reviews the regulatory compliance, administration, financing, investment performance, risk and liability profile, and funding of the Company’s U.S. pension obligations.

 

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Recent Activities and Key Focus Areas Modified GM’s long-term and short-term incentive compensation plans to incorporate shareholder feedback and current best practices Enhanced focus on sustainability in compensation decisions following shareholder feedback Shareholder engagement designed to solicit continued input on GM’s compensation structure Recent Activities and Key Focus Areas Continued to oversee GM’s Capital Allocation Strategy, including management’s decisions to exit GM Europe as well as franchises in South Africa and East Africa and to discontinue retail sales in India Adopted enhanced cash management policies to optimize utilization of GM’s liquidity Monitored continued efforts to deliver world-class cost performance Oversaw GM Financial’s continued execution of its full captive strategy


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CORPORATE GOVERNANCE

 

 

 

LOGO          LOGO

LOGO

Patricia F. Russo,    

Chair

 

  

Members: Patricia F. Russo (Chair), Joseph Jimenez, and Carol M. Stephenson

 

Meetings held in 2017: 6

 

 

 

LOGO

Adm. Michael G. Mullen,  Chair

 

  

Members: Michael G. Mullen (Chair), Linda R. Gooden, James J. Mulva, and Thomas M. Schoewe

 

Meetings held in 2017: 4

Key Responsibilities

u  Reviews the Company’s corporate governance framework, including all significant governance policies and procedures;

u  Oversees Company policies and strategies related to corporate responsibility, sustainability, and political contributions;

u  Reviews the appropriate composition of the Board and recommends director nominees;

u  Oversees the self-evaluation process of the Board and Committees;

u  Recommends compensation of non-employee directors to the Board; and

u  Reviews and approves related party transactions and any potential Board conflicts of interest, as applicable.

 

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Key Responsibilities

u  Assists the Board in its oversight of the Company’s risk management framework and practices;

u  Reviews the Company’s risk culture, including open risk discussions and the integration of risk management into the Company’s behaviors, decision making, and processes;

u  Reviews management’s evaluation of strategic and operating risks, including risk concentrations, mitigating measures and the types and levels of risk that are acceptable in the pursuit and protection of shareholder value;

u  Reviews the impact of the Company’s programs and practices regarding vehicle and workplace safety; and

u  Reviews risks related to the Company’s public policy positions in the United States and internationally.

 

LOGO

 

EXECUTIVE

 

 

Your Board has an Executive Committee composed of the Chairman and CEO, the Independent Lead Director, and the Chairs of our other standing Committees. The Executive Committee is chaired by Ms. Barra and empowered to act for the full Board in intervals between Board meetings, with the exception of certain matters that the Board has not delegated. The Executive Committee meets as necessary, and all actions by the Executive Committee are reported and ratified at the next succeeding Board meeting. The Executive Committee did not meet in 2017.

 

 

26  

 

LOGO

Recent Activities and Key Focus Areas Continued board succession planning with recruitment of Devin N. Wenig, who brings key technology and consumer-facing expertise to complement the Board’s current mix of skills and capabilities, which will help the Company compete in a rapidly changing industry Managed Director-Shareholder engagement program that facilitated important feedback to the Board Oversaw ESG strategy to improve GM third-party rankings and performance Reviewed U.S. corporate political contributions as well as GM PAC contributions and expenditures. Recent Activities and Key Focus Areas Reinforced enterprise-wide objective of best-in-class workplace safety Conducted review of key strategic and cross-functional risks, including vehicle safety; emissions and fuel economy compliance; global product portfolio; product quality; and workplace culture Evaluated key public policy, geopolitical, and region-specific risks and reviewed mitigating actions taken by management to protect shareholder value Reviewed results of the annual enterprise risk assessment, including determination of enterprise risk focus for 2018


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CORPORATE GOVERNANCE

 

 

Access to Outside Advisors

The Board and each Board Committee can select and retain the services of outside advisors at the Company’s expense.

Board and Committee Meetings and Attendance

In 2017, your Board held a total of 10 meetings, and average director attendance at Board and Committee meetings was 97%. Each director standing for re-election attended at least 90% of the total meetings of the Board and Committees on which he or she served in 2017. Directors are expected to attend our Annual Meeting of shareholders, which is held in conjunction with a regularly scheduled Board meeting. All directors in office at such time attended the 2017 Annual Meeting.

Board and Committee Oversight of Risk

 

LOGO

Your Board has the overall responsibility for risk oversight, with a focus on the most significant risks facing the Company. Effective risk management is the responsibility of the CEO and other members of management, specifically the Senior Leadership Team. As part of the risk management process, each of the Company’s business units and functions is responsible for identifying risks that could affect the achievement 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.

Your Board implements its risk oversight function both as a whole and through delegation to Board Committees, particularly the Risk Committee. The Board receives regular reports from management on particular risks within the Company, through review of the Company’s strategic plan and through regular communication with its Committees. Management provides comprehensive reports to the Risk Committee on the key strategic, operating, vehicle, and workplace safety, financial, and compliance risks facing the Company, including management’s response to managing and mitigating such risks, as appropriate. The Company’s Chief Compliance Officer also regularly reports to the Audit Committee.

The Chair of the Risk Committee coordinates with the Chairs of the other Board Committees in their review of the Company risks that have been delegated to these Committees to support them in coordinating the relationship between risk management policies and practices and their respective oversight accountabilities. Each of the other Board Committees, which meet regularly and report back to the Board, is responsible for oversight of risk management practices for categories of risks relevant to its functions.

Your Board believes that its structure for risk oversight provides for open communication between management and the Board and its Committees, which effectively supports management’s enterprise risk management programs. In addition, strong independent directors chair the Committees involved in risk oversight, and all directors are involved in the risk assessment and ongoing risk reviews.

 

 

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CORPORATE GOVERNANCE

 

 

 

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Succession Planning and Leadership Development

 

One of your Board’s primary responsibilities is to oversee the development of appropriate executive-level talent to successfully execute GM’s strategy. 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 executive positions to confirm that qualified successor-candidates are available for all positions and that development plans are being utilized to strengthen the skills and qualifications of successor-candidates. Our Independent Lead Director oversees the process for CEO succession and leads, at

least annually, the Board’s discussion of CEO succession planning. Our CEO provides the Board with recommendations for and evaluations of potential CEO successors and reviews with the Board development plans for these successors. Directors engage with potential CEO and senior management talent at Board and Committee meetings and in less formal settings to enable directors to personally assess candidates. The Board reviews management succession in the ordinary course of business as well as contingency planning in the event of an emergency or unanticipated event.

 

 

Board and Committee Evaluations

The Board and each Committee conducts an annual self-evaluation to assess effectiveness and consider opportunities for improvement. As part of the evaluation process, each director completes a written questionnaire and is also interviewed by the Chairman and, if requested or needed, the Independent Lead Director. The results of the written questionnaires are compiled anonymously by 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 the Chair of the Governance Committee summarize the results of the evaluations and report to the full Board for discussion and any action items. In addition, the Chairman and, if applicable, the Independent Lead Director, provide feedback from the individual director interviews to the full Board.

Matters considered in evaluations include the following:

 

 

u The effectiveness of the Board’s leadership and Committee structure;

 

u Board and Committee skills, composition, and diversity and Board succession planning;

 

u Board and Committee culture and dynamics, including the effectiveness of discussion and debate at Board and Committee meetings;

 

  

 

u The quality of Board and Committee agendas and the appropriate Board and Committee priorities;

 

u Dynamics between the Board and management, including the quality of management presentations and information provided to the Board and Committees; and

 

u The contributions and performance of individual directors, including the Chairman, Independent Lead Director, and Committee Chairs.

 

 

 

OUR NEW CYBERSECURITY COMMITTEE Your Board recognizes that cybersecurity is critical to GM’s operations – particularly as management continues to execute on its future mobility strategies, such as self-driving vehicles and connected-vehicle technology. GM must ensure that customer and other sensitive data is secure and take proactive steps to protect its products and intellectual property against cyberattacks. In 2017, your Board created a standalone Cybersecurity Committee to enhance its oversight of these cyber risks. Your Board tasked this new Committee with several key risk oversight responsibilities related to the Company’s cybersecurity programs, including oversight of the: practices, procedures, and controls management uses to identify, assess, and manage its key cybersecurity programs and risks; protection of the confidentiality, integrity, and availability of sensitive information, intellectual property, and GM customer data; anDd security of GM products. Your Board believes the Cybersecurity Committee will be a critical asset as cybersecurity becomes increasingly important to GM.

 

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CORPORATE GOVERNANCE

 

 

Annual Evaluation of CEO

 

The CEO reports annually to the Board regarding achievement of previously established goals and objectives. 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. The evaluation is based on both objective and subjective criteria, including, but not limited 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 top management team. 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 “Executive Compensation” on page 35.

 

 

Director Orientation and Continuing Education

 

All new directors participate in the Company’s director orientation program, which generally commences promptly after the meeting at which a new director is elected. The Governance Committee oversees this orientation program to on-board new directors through a review of background material and meetings with senior management. The orientation also includes tours of GM plant(s), the Design Studio at the Warren Technical Center, dealer visits and/or auto show events. The orientation enables new directors to become familiar with the Company’s business and strategic plans; significant financial matters; core values, including ethics, compliance programs, and corporate governance practices; and other key policies and practices, including, but not limited to,

sustainability, vehicle and workplace safety, public policy and governance relations, risk management, and investor relations.

Continuing education opportunities are 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 encouraged to visit GM facilities, dealers, auto shows, and other key corporate and industry events to enhance their understanding of the Company and its competitors in the auto industry. In addition, all directors are encouraged to attend, at our expense, director continuing education programs sponsored by governance organizations and other institutions.

 

 

Director Service on Other Public Company Boards

 

The Board recognizes that service on other public company boards provides 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 are expected to advise the Chairman of the Board, Independent Lead Director, or Chair of the Governance Committee in advance of accepting an invitation to serve on another board of directors or any audit committee of another public company board. This provides an opportunity to assess the impact of 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 to the new position. Directors who are engaged in active, full-time employment, for example, would have less time to devote to Board service than a director whose principal occupation is serving on boards.

Our Corporate Governance Guidelines provide that without obtaining the approval of the Board:

 

u  

A director may not serve on the boards of more than four other public companies (excluding nonprofits and subsidiaries); and

 

u  

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, senior members of management may not serve on the board of more than one other public company or for-profit entity and must obtain the approval of the Governance Committee prior to accepting an invitation to serve on an outside board.

 

 

Compensation Committee Interlocks and Insider Participation

During 2017, and as of the date of this Proxy Statement, none of the members of the Compensation Committee was or is an officer or employee of the Company, and no executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Company’s Compensation Committee or Board of Directors.

 

 

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CORPORATE GOVERNANCE

 

 

Shareholder Engagement

A priority for the Board is to meet with and hear from shareholders. This dialogue helps the Board and the senior management team gain feedback on a variety of topics, including strategic and financial performance, operations, products, executive compensation, Board composition, and leadership structure as well as important environmental and social issues. The constructive insights, experiences, and ideas exchanged during these engagements enable your Board to further evaluate and assess key initiatives from different perspectives and viewpoints.

 

 

DIRECTOR-SHAREHOLDER ENGAGEMENT POLICY

(adopted in 2016)

 

u Frequent and
recurring proactive
and reactive engagement sessions with our largest shareholders

 

u Shareholders and analysts invited to Board meetings on an annual basis

 

During 2017, members of the Board, including our Independent Lead Director, met in-person with shareholders representing approximately 25% of shares outstanding.

 

   

During 2017, one or more members of management were involved in more than 75 in-person and telephonic meetings on these topics with investors representing more than 45% of shares outstanding. The common themes we heard in 2017 that led to boardroom discussion and action included the following:

 

   

 

Message

 

 

Actions

   

 

Received positive feedback regarding the quality and diversity of the Board.

 

 

See pages 7–9 for additional information on why we have the right Board at the right time for GM.

   

 

Encouraged to enhance our Audit Committee report in the Proxy Statement.

 

 

See page 70 for the 2017 audit committee report.

   

 

Encouraged to enhance transparency about the Board’s role in overseeing cybersecurity.

 

 

See pages 27–28 for insights on the Board’s new Cybersecurity Committee.

   

 

Encouraged to include safety and ESG/ sustainability metrics in executive compensation decisions.

 

 

See page 6 for insights into sustainability commitments and performance and pages 48–51 for achievements by our key executives.

     
   

LOGO Find more online.

 

Instructions on contacting our Board of Directors is available on our website at: gm.com/investors/corporate-governance.

 

Shareholder Protections

Your Board is committed to governance structures and practices that increase shareholder value and protect important shareholder rights. Our Governance Committee regularly reviews these structures and practices, which include the following:

 

  u  

Supermajority of independent directors serving on the Board, with all standing committees (except the Executive Committee) composed entirely of independent directors;

 

 

  u  

Annual election of all directors;

 

 

  u  

One-share, one-vote standard;

 

 

  u  

Majority voting standard for the election of directors in uncontested elections (plurality voting standard in contested elections), coupled with a director resignation policy;

 

 

  u  

Shareholder right to call for a special meeting;

 
u  

Proxy access permitting a shareholder, or a group of up to 20 shareholders owning at least 3% of the Company’s outstanding voting shares continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees (two individuals or 20% of the Board, whichever is greater);

 

 

u  

No poison pill;

 

 

u  

Executive sessions without management present; and

 

 

u  

Director-Shareholder Engagement Policy that contemplates proactive and productive engagement with shareholders.

 
 

 

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CORPORATE GOVERNANCE

 

 

Certain Relationships and Related Party Transactions

Our code of business conduct and ethics, “Winning with Integrity,” requires all of our employees and directors to avoid any activity that is in conflict with our business interests. In addition, your Board has adopted a written policy regarding the review and approval or ratification of “related party transactions.” Under the Related Party Transactions Policy, which is administered by our Governance Committee, directors and executive officers must report any potential related party transactions (including transactions involving immediate family members of directors and executive officers) to the General Counsel or Corporate Secretary to determine whether the transaction constitutes a related party transaction.

For purposes of our Related Party Transactions Policy, a related party transaction includes transactions in which our Company is a participant, the amount involved exceeds $120,000, and a “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% of the Company’s voting securities, and the immediate family members of these individuals.

Once a related party transaction has been identified, the Governance Committee will review all of the relevant facts and circumstances and approve or disapprove entry into the transaction.

 

 

 

LOGO Find more online.

 

Our Related Party Transactions Policy is available on our website at: gm.com/investors/corporate-governance.

 

 

 

u  

Factors Used in Assessing Related Party Transactions

 

  u  

Whether the terms of the related party transaction are fair to the Company and on the same basis as if the transaction had occurred on an arms-length basis;

 

  u  

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;

 

  u  

Whether the related party transaction would impair the independence of an otherwise independent director;

u  

Whether the Company was notified about the related party transaction before its commencement, and if not, why preapproval was not sought and whether subsequent ratification would be detrimental to the Company; and

 

 

u  

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 specific facts and circumstances of such transaction.

 
 

Any member of the Governance Committee who has a potential interest in any related party transaction will recuse himself or herself and abstain from voting on the approval or ratification of the related party transaction, but may participate in all or a portion of the Governance Committee’s discussions of the related party transaction, if requested by the Chair of the Governance Committee. As required under SEC rules, we will disclose all related party transactions in our Proxy Statement.

The son of John Quattrone, our former Senior Vice President, Global Human Resources, is employed by the Company in a non-executive position and in 2017 received compensation of approximately $133,000 and customary Company benefits. His total compensation is similar to the total compensation provided to other employees of the same level with similar responsibilities. The terms of his employment with GM were approved by the Governance Committee pursuant to the Company’s Related Party Transactions Policy.

On March 2, 2018, we repurchased 2,518,257 shares of our common stock from the UAW Retiree Medical Benefits Trust (the “VEBA Trust”), a greater than 5% beneficial owner of GM’s common stock, at a cash price of $39.71 per share, for a total consideration of $100 million (the “Repurchase”). The price paid in the Repurchase represented a 1% discount over the closing price of our common stock on the day the Repurchase was announced. The Repurchase was made pursuant to our previously authorized stock repurchase program and was approved by the Board pursuant to the Company’s Related Party Transactions Policy.

 

 

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SECURITY OWNERSHIP INFORMATION

Security Ownership of Directors, Named Executive Officers, and Certain Other Beneficial Owners

The beneficial ownership as of April 1, 2018, of our common stock by each director, each NEO, and all directors and executive officers as a group is shown in the following tables, as well as ownership of DSUs and Deferred Salary Stock Units. Each of the individuals listed in the following tables owns less than 1% of the outstanding shares of our common stock; all directors and officers as a group own less than 1% of the outstanding shares. None of the shares shown in the following tables as beneficially owned by directors and executive officers is hedged or pledged as security for any obligation.

Non-Employee Directors

 

  Director(1)   

Shares of Common

Stock Beneficially

Owned

 

      

Deferred Share 

Units(2) 

 

 

 

Linda R. Gooden

 

  

 

 

 

 

1,000

 

 

 

 

    

 

 

 

 

11,994 

 

 

 

 

 

Joseph Jimenez

 

  

 

 

 

 

32,330

 

 

 

 

    

 

 

 

 

21,248 

 

 

 

 

 

Jane L. Mendillo

 

  

 

 

 

 

4,560

 

 

 

 

    

 

 

 

 

12,607 

 

 

 

 

 

Michael G. Mullen

 

  

 

 

 

 

750

 

 

 

 

    

 

 

 

 

19,855 

 

 

 

 

 

James J. Mulva

 

  

 

 

 

 

28,343

 

 

 

 

    

 

 

 

 

45,774 

 

 

 

 

 

Patricia F. Russo

 

  

 

 

 

 

12,300

 

 

 

 

    

 

 

 

 

29,362 

 

 

 

 

 

Thomas M. Schoewe

 

  

 

 

 

 

22,005

 

 

 

 

    

 

 

 

 

25,081 

 

 

 

 

 

Theodore M. Solso

 

  

 

 

 

 

5,000

 

 

 

 

    

 

 

 

 

61,312 

 

 

 

 

 

Carol M. Stephenson

 

  

 

 

 

 

800

 

 

 

 

    

 

 

 

 

51,093 

 

 

 

 

 

Devin N. Wenig

 

              —   

 

(1)

c/o General Motors Company, 300 Renaissance Center, Detroit, Michigan 48265.

 

(2)

Represents the unit equivalents of our common stock under the Director Compensation Plan described on page 18.

Named Executive Officers and All Directors and Executive Officers as a Group

 

     

 

Beneficial Ownership

           

Name(1)

  

Shares of

Common Stock

Beneficially

Owned

 

      

Right to
Acquire(2)

 

      

Total Number

of Shares

 

 

 

Mary T. Barra

 

  

 

 

 

 

696,981

 

 

 

 

    

 

 

 

 

1,779,360

 

 

 

 

    

 

 

 

 

2,476,341

 

 

 

 

 

Charles K. Stevens, III

 

  

 

 

 

 

102,741

 

 

 

 

    

 

 

 

 

 

187,062

 

 

 

    

 

 

 

 

289,803

 

 

 

 

 

Daniel Ammann

 

  

 

 

 

 

259,340

 

 

 

 

    

 

 

 

 

668,306

 

 

 

 

    

 

 

 

 

927,646

 

 

 

 

 

Mark L. Reuss

 

  

 

 

 

 

203,934

 

 

 

 

    

 

 

 

 

67,771

 

 

 

 

    

 

 

 

 

271,705

 

 

 

 

 

Alan S. Batey

 

  

 

 

 

 

138,067

 

 

 

 

    

 

 

 

 

162,212

 

 

 

 

    

 

 

 

 

300,279

 

 

 

 

 

Karl-Thomas Neumann

 

  

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

All Directors and Executive Officers as a Group

(22 persons, including the foregoing)

 

  

 

 

 

1,856,101

 

 

    

 

 

 

3,600,787

 

 

    

 

 

 

5,456,888

 

 

 

(1)

c/o General Motors Company, 300 Renaissance Center, Detroit, Michigan 48265.

 

(2)

Includes shares that the named individual or group has the right to acquire through the exercise of vested Stock Options and shares that the named individual or group has the right to acquire through the vesting of restricted stock units and Stock Options within 60 days of April 1, 2018.

 

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SECURITY OWNERSHIP INFORMATION

 

 

Certain Beneficial Owners

The beneficial ownership as of April 1, 2018, of our common stock by each person or group of persons who is known to be the beneficial owner of more than 5% of our outstanding shares is shown in the following table.

 

Name and Address of Beneficial Owner of Common Stock

  

Number of

Shares(1)

      

Percent of

Outstanding
Shares

 

 

 

UAW Retiree Medical Benefits Trust, as advised by its fiduciary and investment

advisor Brock Fiduciary Services LLC

200 Walker Street

Detroit, MI 48207

 

  

 

 

 

 

 

100,150,000

 

 

 

    

 

 

 

 

 

7.1

 

 

 

 

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

 

  

 

 

 

 

 

87,437,866

 

 

 

    

 

 

 

 

 

6.2

 

 

 

 

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

 

  

 

 

 

 

 

76,922,292

 

 

 

    

 

 

 

 

 

5.5

 

 

 

(1)

Number of shares reported by each beneficial owner in filings with the SEC. The Company is permitted to rely on the information set forth in these filings and has no reason to believe that the information is incomplete or inaccurate or that the beneficial owner should have filed an amended report and did not. Each beneficial owner reported as follows:

 

Entity/ Filing

 

 

Sole Voting Power

 

   

Shared Voting Power

 

   

 

Sole Dispositive

Power

 

   

 

Shared Dispositive

Power

 

 

 

 

UAW Retiree Medical Benefits Trust(a)

(Form 4, filed Mar. 5, 2018)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100,150,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100,150,000

 

 

 

 

The Vanguard Group

(Sch. 13G, filed Feb. 9, 2018)

 

    1,806,486       293,363       85,419,593       2,018,273  

 

 

BlackRock, Inc.

(Sch. 13G, filed Feb. 8, 2018)

 

 

 

 

 

65,871,841

 

 

 

 

 

 

 

 

 

 

 

 

76,922,292

 

 

 

 

 

 

 

 

 

  (a) Pursuant to the Stockholders Agreement dated October 15, 2009, between the Company and the VEBA Trust, the VEBA Trust will vote its shares of our common stock on each matter presented to the shareholders at the Annual Meeting in the same proportionate manner as the holders of our common stock other than our directors and executive officers. The VEBA Trust will be subject to the terms of the Stockholders Agreement until it beneficially owns less than 2% 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% of our common stock report to the SEC and the Company certain changes in ownership and ownership information within specified periods. Based solely on a review of the reports furnished to us or filed with the SEC and upon information furnished by these people, we believe that during 2017 all of our directors and officers timely filed all reports they were required to file under Section 16(a) of the Securities Exchange Act of 1934.

 

 

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EXECUTIVE COMPENSATION

 

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Compensation Discussion and Analysis (CD&A)   

Compensation Overview

     36  

Compensation Principles

     43  

Compensation Elements

     43  

Performance Measures

     44  

Performance Results and Compensation Decisions

     47  

Compensation Policies and Governance Practices

     54  

Compensation Committee Report

     56  
 

 

Defined terms:

 

  AFCF – Automotive Free Cash Flow

 

  DB – Defined Benefit

 

  DC – Defined Contribution

 

  DSV – Driving Stockholder Value

 

  EBIT – Earnings Before Interest and Taxes

 

  EPS – Earnings Per Share

 

  ESG – Environmental, Social, and Governance

 

  LTIP – Long-Term Incentive Plan

 

  GAAP – Generally Accepted Accounting Principles
  NEO – Named Executive Officer

 

  NQ – Non-Qualified

 

  OEM – Original Equipment Manufacturer

 

  PSU – Performance Share Unit

 

  RSA – Restricted Stock Award

 

  ROIC – Return on Invested Capital

 

  RSU – Restricted Stock Unit

 

  STIP – Short-Term Incentive Plan

 

  TSR – Total Shareholder Return
 

 

Executive Compensation Table of Contents

 

 

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EXECUTIVE COMPENSATION

 

 

 

Compensation Overview

 

  u   Our Company Performance

In 2017, we continued progress toward our goal of making GM the most valued automotive company for our shareholders. The results below demonstrate how we are positioning GM as an industry leader both now and in the future:

 

  u  

Completed the sale of Opel/Vauxhall and GM Financial European businesses to Peugot, S.A. (“PSA”);

 

 

  u  

Exited franchises in South and East Africa and discontinued retail sales operations in India;

 

 

  u  

For the fourth consecutive year, sold more pickup trucks in the United States than any other automaker – a record 948,909 units;

 

 

  u  

Completed the refresh of GM’s crossover portfolio and became the fastest-growing crossover company in the United States, with retail market share up 1.6 percentage points to 13.1%, according to J.D. Power PIN estimates;

 

 

  u  

Increased global Cadillac sales 15.5% in 2017 with significant sales increases in international markets, including a 50.8% increase in China;

 

 

  u  

Improved EBIT-adjusted margin to 8.8% for continuing operations;

 
  u  

Returned a total of $6.7 billion to shareholders through dividends and share repurchases;

 

 

  u  

Increased EPS-diluted-adjusted to $6.62;

 

 

  u  

Launched Super Cruise, the world’s first hands-free highway driving technology, on the Cadillac CT6;

 

 

  u  

Shared the vision for zero crashes, zero emissions, and zero congestion and outlined an all-electric future with plans to launch at least 20 electric vehicle models by 2023;

 

 

  u  

Announced plans to deploy self-driving vehicles in a dense urban environment in 2019;

 

 

  u  

Acquired Strobe, Inc. to help develop next-generation LiDAR solutions for self-driving vehicles and reduce LiDAR costs by 99% over time; and

 

 

  u  

Became the first company to use mass-production methods to build autonomous electric test vehicles.

 
 

 

  Note:

EBIT-adjusted margin and EPS-diluted-adjusted are non-GAAP financial measures. Refer to Appendix A for a reconciliation of these non-GAAP measures to their closest comparable GAAP measure.

 

 

  u   Our Vehicle Launches

We launched 25 vehicles across the globe in 2017, including some of the key vehicles below:

 

    Buick Regal

 

    Cadillac XTS

 

    Chevrolet Traverse
  Buick Enclave

 

  Chevrolet Equinox

 

  GMC Terrain
 

 

  u   Our Named Executive Officers

 

Mary T. Barra

 

 

LOGO

 

 

Chairman and Chief Executive Officer

Charles K. Stevens, III

 

 

LOGO

 

 

Executive Vice President and Chief Financial Officer

Daniel Ammann

 

 

LOGO

 

 

President

Mark L. Reuss

 

 

LOGO

 

 

Executive Vice President, Global Product Development, Purchasing and Supply Chain

Alan S. Batey

 

 

LOGO

 

 

Executive Vice President and President, North America

Karl-Thomas Neumann

 

 

LOGO

 

 

Former Executive Vice President and President, Europe

 

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$145.6B REVENUE $12.8B EBIT-ADJUSTED(1) All-Time Record $6.7B RETURNED TO SHAREHOLDERS $5.2B ADJUSTED AUTOMOTIVE FREE CASH FLOW(1) 28.2% ROIC-ADJUSTED(1) 22.5% TOTAL SHAREHOLDER RETURN(2) $6.62 EPS-DILUTED-ADJUSTED(1) All-Time Record 8.8% EBIT-ADJUSTED MARGINS All-Time Record We ended the year with 22.5% TSR. The Company continued to invest in the future and deliver on key financial measures while returning $6.7 billion to our shareholders.

 

 


EXECUTIVE COMPENSATION

 

 

 

We ended 2017 with the following key financial results:

 

 

LOGO

 

Note: The financial information above relates to our continuing operations.

 

  (1)

These are non-GAAP financial measures. Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for a reconciliation of ROIC-adjusted to its closest comparable GAAP measure. Refer to Appendix A for a reconciliation of EBIT-adjusted, EBIT-adjusted margin, adjusted automotive free cash flow, and EPS-diluted-adjusted to their closest comparable GAAP measure.

 

 

  (2)

Assumes dividends are reinvested in common stock.

 

 

  u   Compensation Governance and Best Practices

 

 

WHAT WE DO

 

  ü

 

 

Provide short-term and long-term incentive plans with performance targets aligned to business goals

 

ü

 

 

Conduct annual advisory vote for shareholders to approve executive compensation

 

ü

 

 

Maintain a Compensation Committee composed entirely of independent directors

 

ü

 

 

Require stock ownership for all senior leaders

 

ü

 

Conduct rigorous shareholder engagement by management and directors, including our Executive Compensation Committee and our Lead Independent Director

 

 

ü

 

 

Include non-compete and non-solicitation terms in all grant agreements with senior leaders

 

ü

 

 

Retain an independent executive compensation consultant to the Compensation Committee

 

ü

 

Maintain a Securities Trading Policy requiring directors, executive officers, and all other senior leaders to trade only during established window periods after contacting the GM Legal Staff prior to any sales or purchases of common stock

 

 

ü

 

Require equity awards to have a double trigger (termination of employment and change in control) to initiate protection provisions of outstanding awards

 

 

ü

 

 

Complete incentive compensation risk reviews annually

 

ü

 

 

Maintain a clawback policy to apply to actions that damage GM’s reputation

 

    

    

 

WHAT WE DON’T DO

 

û

 

 

Provide gross-up payments to cover personal income taxes or excise taxes pertaining to executive or severance benefits

 

û

 

 

Allow directors or executives to engage in hedging or pledging of GM securities

 

û

 

 

Reward executives for excessive, inappropriate, or unnecessary risk-taking

 

û

 

 

Allow the repricing or backdating of equity awards

 

 

 

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Say-on-Pay Voting and Annual Meeting Review Say-on-Pay Voting Meet With Investors Review Feedback and Adjust Plans File Annual Proxy Statement

 

 


EXECUTIVE COMPENSATION

 

 

 

  u   Shareholder Engagement Initiatives

We view shareholder engagement as an important and continuous cycle. During 2017, members of the Board met in-person with shareholders representing approximately 25% of our outstanding common stock. In addition, during 2017, one or more members of management were involved in more than 75 in-person and telephonic meetings with investors representing more than 45% of shares outstanding. These discussions, say-on-pay voting results, and other factors are key drivers in assessing our compensation programs.

 

LOGO

 

 

SHAREHOLDER SAY-ON-PAY

The Compensation Committee seeks to align the Company’s executive compensation program with the interests of the Company’s shareholders. The Compensation Committee considers the results of the annual Say-On-Pay vote, input from management, input from its independent compensation consultant, and investor engagement initiatives when setting compensation for our executives. In 2017, 96.3% of our shareholders voted in favor of our compensation
programs. Discussions with investors and shareholder Say-On-Pay voting are key drivers in our compensation design to continue alignment between our compensation programs and the interests of shareholders.

 

   
   
   
   

The Company values investor feedback and will continue to seek feedback through engagement initiatives to align our executive compensation programs with shareholder expectations. We made changes to our compensation plans that commenced at the start of 2017 to further align the interests of our senior leaders with those of our shareholders.

 

 

What We Heard

 

  

 

How We Responded

 

Maintain pay for performance

  

We continue to evolve our pay practices to support our pay-for-performance philosophy. For 2017, we added an individual performance measure into our STIP while continuing Company focus on EBIT-adjusted and Adjusted AFCF. In our LTIP we now measure both ROIC-adjusted and TSR performance relative to our OEM peers while replacing RSUs with Stock Options to further align the interests of our most senior leaders with those of our shareholders.

 

Continue to invest in the future

  

Our LTIP places a focus on investing in our future. By continuing to place a focus on ROIC and measuring performance relative to OEM peers, we are incentivizing our most senior leaders to make investments in the future of GM while delivering a return on investment that outperforms other OEMs.

 

Consider ESG performance when making pay decisions

  

The Company introduced our vision of a future with zero crashes, zero emissions, and zero congestion in 2017. Several key ESG results are discussed in the proxy statement summary on page 6 and in “Executive Compensation—Compensation Overview—Our Company Performance” on page 36. In addition, we introduced an individual performance component weighted at 25% for our STIP. Please see pages 48–53 where we discuss individual performance results, including results that had a positive impact on ESG measures.

 

Look at performance relative to automotive industry peers

  

Our PSUs measure both Relative ROIC-adjusted and Relative TSR against the Company’s OEM peers to motivate our leaders to perform at the top of the industry regardless of business cycles.

 

Keep compensation plans simple

  

We simplified our compensation plans in 2017 to focus our most senior leaders on both key operational performance measures and individual results in the STIP. This change added a complete line of sight into compensation for each senior leader. We adjusted the LTIP to focus senior leaders on outperforming our peers and increasing stock price to create value for our shareholders.

 

 

 

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2013 2014 2015 2016 2017 Actions We Took Company exited TARP Final year of granting Salary Stock Units, which were vested on date of grant to NEOs Actions We Took Introduced non-compete and non-solicitation terms into all LTIP awards for all Senior Leaders beginning with the Driving Stockholder Value grant Actions We Took STIP – Increased focus on EBIT-Adjusted to drive profitable growth 40% EBIT-Adjusted 25% Adjusted AFCF 10% Global Market Share 25% Global Quality Actions We Took Introduced stock ownership requirements Introduced a performance-based compensation structure with both STIP and LTIP STIP – Performance based on the following measures: 25% EBIT-Adjusted 25% Adjusted AFCF 25% Global Market Share 25% Global Quality LTIP – Structure for NEOs includes 75% PSUs and 25% RSUs PSUs – Performance-based vesting on 100% ROIC Adjusted with a Global Market Share modifier, PSUs vest at the end of the three year performance period RSUs – Time-based vesting in equal tranches over three years Actions We Took STIP – Increased focus on key financial measures and added an individual performance element to incorporate individual performance goals for each NEO 50% EBIT-Adjusted 25% Adjusted AFCF 25% Individual Performance LTIP – Eliminated time-vested RSUs and replaced with Stock Options. NEOs will have a mix of 75% PSUs and 25% Stock Options Incorporated relative performance measures into PSUs Relative ROIC-Adjusted – 50% of LTIP Relative TSR – 25% of LTIP 2017 STIP 2017 LTI

 

 


EXECUTIVE COMPENSATION

 

 

 

  u   Compensation Program Evolution

Our compensation programs have continued to focus our leaders on the key areas that both drive the business forward and align to the short-term and long-term interests of our shareholders. The Compensation Committee regularly reviews and discusses plan performance at each Compensation Committee meeting. The Compensation Committee considers many factors when electing to make plan changes for future incentive plans, including results, market trends, and investor feedback. The table below shows how the compensation program has continued to evolve to align with shareholders’ interests.

 

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Relative ROIC-Adjusted (50% of LTIP) Relative TSR (25% of LTIP)

 

 


EXECUTIVE COMPENSATION

 

 

 

The Company held engagements with investors and received feedback on changes to both the STIP and LTIP. The 2017 STIP continued a focus on key financial measures (75% of STIP) and individual performance (25% of STIP). The total payout for the STIP will be 0% to 200% of target based on actual performance against pre-established goals. The Compensation Committee determined individual performance using a rigorous assessment process measuring performance against pre-established operational and other measures.

The 2017 LTIP replaced time-based RSUs with Stock Options to further align our most senior leaders with our shareholders’ interest in stock price appreciation. In addition, the Company changed PSU performance measures from ROIC-adjusted with a Global Market Share modifier to Relative ROIC-adjusted (50% of total LTIP) and Relative TSR (25% of total LTIP) against OEMs in the Dow Jones Automobiles and Parts Titans 30 Index, listed below.

 

 

Dow Jones Automobiles & Parts Titans 30 Index – OEM Peer Group

 

 

Toyota Motor Company

 

   Volkswagen AG    Suzuki Motor Corp.           

 

Daimler AG

 

   Bayerische Motoren Werke AG    Fiat Chrysler Automobiles NV           

 

Ford Motor Company

 

   Nissan Motor Co. Ltd    Tesla, Inc.           

 

Honda Motor Co. Ltd.

 

   Renault SA    Mazda Motor Corp.           

 

General Motors Co.(1)

 

   Hyundai Motor Co.

 

   Kia Motors Corp.           

 

  (1)

GM’s performance will be determined on a continuous ranking for performance relative to OEM peers following the completion of the performance period.

 

The percentile rank required for each performance level relative to OEM peers and associated payouts for PSUs are displayed below.

 

 

LOGO

Focusing performance on key financial measures and individual operational performance measures in the short term, combined with performance in both Relative ROIC-adjusted and Relative TSR compared with our other OEM peers in the long term, provides direct alignment of our executive compensation programs with the interests of our shareholders and continues to focus our senior leaders on making the investments that will provide for profitable long-term growth.

 

 

 

 

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EXECUTIVE COMPENSATION

 

 

 

  u   Peer Group for Compensation Comparisons

The Compensation Committee annually reviews the peer group for compensation comparisons and makes updates as needed to align with both the established criteria and Company strategy. We do not limit our peer group to our industry alone, because we believe compensation practices for NEOs at other large U.S.-based multinationals affect our ability to attract and retain diverse talent around the globe.

 

In determining 2017 compensation, we maintained the same compensation peer group from 2016. 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:

 

   

Revenue greater than $25 billion

 

   

Significant international revenue

 

   

Capital-intensive operations

In addition, the Compensation Committee considers the following factors when selecting our peer group:

 

    Comparable R&D expenditures as a percent of revenue

 

    Technology focused

 

    Durable goods manufacturer

 

    Business/production complexity

 

    Consumers who are the end user

 

    Strong brand reputation
 

 

  Company   Industry   Company   Industry

3M Company

 

 

Industrial Conglomerates

 

 

Honeywell International Inc.

 

 

Aerospace and Defense

 

 

The Boeing Company

 

 

 

Aerospace and Defense

 

 

 

IBM Corporation

 

  IT Consulting and Other Services

 

Caterpillar Inc.

 

 

Construction Machinery and

Heavy Trucks

 

 

Intel Corporation

 

 

 

Semiconductors

 

 

Deere & Company

 

  Agricultural and Farm Machinery  

 

Johnson & Johnson

 

 

 

Pharmaceuticals

 

The Dow Chemical Company(1)

 

 

Diversified Chemicals

 

 

Johnson Controls Inc.(1)(2)

 

 

Auto Parts and Equipment

 

Du Pont(1)

 

  Diversified Chemicals   PepsiCo, Inc.   Soft Drinks and Food

Ford Motor Company

 

 

Automobile Manufacturers

 

 

Pfizer Inc.

 

 

Pharmaceuticals

 

 

 

General Electric Company

 

 

 

Industrial Conglomerates

 

  The Procter & Gamble Company  

 

Household Products

 

 

HP, Inc.

 

 

Technology Hardware,

Storage, and Peripherals

 

 

 

United Technologies Corp.

 

 

 

Aerospace and Defense

 

 

  (1)

Companies were involved in significant mergers, acquisitions, or divestitures. The Committee will evaluate each peer company for inclusion in the peer group for 2018 and beyond.

 
  (2)

The Committee removed Johnson Controls Inc. from the peer group during their 2017 annual review.

 

 

  u   How We Use Comparator Data to Assess Compensation

We use executive compensation surveys composed of a broad array of industrial companies to benchmark relevant market data for executive positions. In addition, we benchmark pay practices and compensation levels against the proxy statement disclosures of our peer group and adjust this data to reflect GM’s size and market expected compensation trends. Further, we review the competitive market position of each of our executives compared with the market data.

We review each element of compensation compared with the market and generally target each element of our total direct compensation (base salary, STIP, and LTIP) for the executive group on average to be at or near the market median. However, an individual element or an individual’s total direct compensation may be positioned above or below the market median because of considerations such as his or her specific responsibilities, experience, and performance.

 

 

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GM MANAGEMENT Makes recommendations regarding compensation structure Provides input on individual performance and results against key business goals Provides additional information as requested by the Committee COMMITTEE CONSULTANT Advises the Committee on competitive benchmarking on pay levels, practices, and governance trends Assists with peer group selection and analysis Reviews and advises on recommendations, plan design, and measures EXECUTIVE COMPENSATION COMMITTEE Approves plan design, metrics, and goals Approves overall incentive compensation funding levels Reviews and approves individual target and actual compensation for the most senior executives CEO 2017 COMPENSATION STRUCTURE AVERAGE NEO 2017 COMPENSATION STRUCTURE

 

 


EXECUTIVE COMPENSATION

 

 

 

  u   How We Plan Compensation

 

 

LOGO

 

  u   Performance-Based Compensation Structure

Our NEOs are incentivized to focus on optimizing long-term financial returns for our shareholders through increasing profitability, increasing margins, putting the customer at the center of everything we do, growing the business, and driving innovation.

The performance-based structure for 2017 incorporates both short-term and long-term incentives established from financial and operational metrics for fiscal year 2017 and beyond. In addition to base salary and an annual STIP award, this structure, shown graphically below, includes an LTIP award made up of both PSUs and Stock Options to focus our executives on long-term Company performance. The Compensation Committee believes a majority of compensation should be in the form of equity to align the interests of executives with those of shareholders.

 

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EXECUTIVE COMPENSATION

 

 

Compensation Principles

 

The compensation provided to our senior leaders continues to be guided by the following principles:

 

 

Aligned with Shareholders – Compensation paid should align directly with the long-term interests of our shareholders, and our executives should share with them in the performance and value of our common stock;

 

 

Performance-Based – Compensation paid should be based on a balance of financial and operational goals reflecting strong financial performance relative to our OEM competitors. The goals should be aggressive but achievable, within our executives’ control and should reward commitments met;

 

 

Recognize Individual Performance – Compensation paid should motivate executives to perform at their best, reflecting their clear line of sight and contributions as well as their behaviors and demonstration of GM’s core values. Individual performance must be aligned with Company performance and desired behaviors;

 

Simple Design – Our compensation plan should be easy to understand and communicate and minimize unintended consequences;

 

 

Avoidance of Incentive to Take Excessive Risk – Compensation structure should avoid incentives to take unnecessary and excessive risk. Compensation should be paid over a period of time that takes into account the potential risk over the same time period;

 

 

Appropriate Allocation of Compensation Components – The structure should appropriately allocate total compensation to fixed and variable pay elements resulting in an appropriate mix of short-term and long-term pay elements; and

 

 

Comparable Target Compensation – Overall target compensation should be competitive (market median) with that paid to individuals at peer group companies so that it attracts, motivates, and retains talent.

 

 

Compensation Elements

 

u  

2017 Compensation Structure

Each NEO’s 2017 compensation structure is market competitive with each pay element targeted at or near the market median. The compensation structure included the following pay elements:

 

 

Base Salary – NEOs are paid a market-competitive base salary that reflects each NEO’s contribution, background, and performance as well as the knowledge and skills he or she brings to the role;

 

 

STIP – The STIP is an annual cash incentive plan. The STIP rewards each NEO based on the achievement of annual Company financial goals and individual performance results. The potential payout ranges from 0% to 200% of target, based on actual Company performance and individual performance;

 

 

PSUs – PSUs are equity awards designed to align each NEO’s interests with the long-term interests of the Company and its shareholders. PSUs can be earned at a level from 0% to 200% of target, based on the actual Company performance against Relative ROIC-adjusted and Relative TSR over the three-year performance period beginning January 1, 2017; and

 

 

Stock Options – Stock options are time-based equity awards vesting ratably over a three-year period. Stock options align the interests of our most senior executives with our shareholders’ interest in stock price appreciation and allow our leaders to share in the gains with shareholders.

 

u  

Perquisites and Other Compensation

We provide perquisites and other compensation to our NEOs consistent with market practices. The following perquisites and other compensation were provided to NEOs in 2017:

 

 

Personal Air Travel – Ms. Barra is prohibited by Company policy from commercial air travel due to security reasons identified by an independent third-party security consultant. As a result, the Company pays the costs associated with the use of private aircraft for both business and personal use. Ms. Barra is permitted to be accompanied by guests for personal travel and incurs imputed income for all passengers, including herself, at the U.S. Internal Revenue Service (the “IRS”) Standard Industry Fair Level rates. Other NEOs may travel on private aircraft in certain circumstances with prior approval from the CEO or the Senior Vice President, Global Human Resources, and also incur imputed income for any personal travel.

 

 

Company Vehicle Programs – NEOs are eligible to participate in the Executive Company Vehicle Program and are allowed to use evaluation vehicles for the purpose of providing feedback on Company products. In addition, NEOs are eligible to use driver services provided by the Company and in accordance with Company policies.

 

 

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EXECUTIVE COMPENSATION

 

 

 

 

Security – NEOs may receive security services, including home security systems and monitoring, for specific security-related reasons identified by independent third-party security consultants.

 

 

Financial Counseling – NEOs are eligible to receive financial counseling, estate planning, and tax preparation services through an approved provider.

 

 

Executive Physicals – NEOs are eligible to receive executive physicals with approved providers.

 

u  

2017 Target Compensation

Our target total direct compensation for each NEO in 2017 was as follows:

 

     

Annual Base

Salary

($)

 

    

STIP

(%)

 

   

STIP

($)

 

    

Target Total Cash

Compensation

($)

 

            

 

LTIP

 

    

Target Total

Compensation

($)

 

 

  Name

 

                    

PSUs(2)

($)

 

    

Stock
Options

($)

 

    

 

Mary T. Barra

 

  

 

 

 

 

2,100,000

 

 

 

 

  

 

 

 

 

200

 

 

 

 

 

 

 

 

4,200,000

 

 

 

 

  

 

 

 

 

6,300,000

 

 

 

 

           

 

 

 

 

9,750,000

 

 

 

 

  

 

 

 

 

3,250,000

 

 

 

 

  

 

 

 

 

19,300,000

 

 

 

 

 

Charles K. Stevens, III

 

  

 

 

 

 

1,100,000

 

 

 

 

  

 

 

 

 

125

 

 

 

 

 

 

 

 

1,375,000

 

 

 

 

  

 

 

 

 

2,475,000

 

 

 

 

           

 

 

 

 

2,793,750

 

 

 

 

  

 

 

 

 

931,250

 

 

 

 

  

 

 

 

 

6,200,000

 

 

 

 

 

Daniel Ammann

 

  

 

 

 

 

1,450,000

 

 

 

 

  

 

 

 

 

125

 

 

 

 

 

 

 

 

1,812,500

 

 

 

 

  

 

 

 

 

3,262,500

 

 

 

 

           

 

 

 

 

3,703,125

 

 

 

 

  

 

 

 

 

1,234,375

 

 

 

 

  

 

 

 

 

8,200,000

 

 

 

 

 

Mark L. Reuss

 

  

 

 

 

 

1,200,000

 

 

 

 

  

 

 

 

 

125

 

 

 

 

 

 

 

 

1,500,000

 

 

 

 

  

 

 

 

 

2,700,000

 

 

 

 

           

 

 

 

 

3,037,500

 

 

 

 

  

 

 

 

 

1,012,500

 

 

 

 

  

 

 

 

 

6,750,000

 

 

 

 

 

Alan S. Batey

 

  

 

 

 

 

1,025,000

 

 

 

 

  

 

 

 

 

125

 

 

 

 

 

 

 

 

1,281,300

 

 

 

 

  

 

 

 

 

2,306,300

 

 

 

 

           

 

 

 

 

2,020,275

 

 

 

 

  

 

 

 

 

673,425

 

 

 

 

  

 

 

 

 

5,000,000

 

 

 

 

 

Karl-Thomas Neumann(1)

 

  

 

 

 

 

1,050,000

 

 

 

 

  

 

 

 

 

125

 

 

 

 

 

 

 

 

1,312,500

 

 

 

 

  

 

 

 

 

2,362,500

 

 

 

 

           

 

 

 

 

1,781,250

 

 

 

 

  

 

 

 

 

593,750

 

 

 

 

  

 

 

 

 

4,737,500

 

 

 

 

 

(1)

The targeted Total Direct Compensation for Dr. Neumann reflects the base salary and STIP in U.S. dollars. Dr. Neumann received a salary of €811,864 and an annual STIP target of €1,014,830.

 

(2)

The number of PSUs awarded is determined by using the target PSU value divided by the closing price on the date of grant. PSUs with performance tied to relative TSR are valued using a Monte Carlo analysis, and Summary Compensation Table amounts may be higher or lower than target.

Performance Measures

 

u  

How We Set Performance Targets

Annually, the Compensation Committee approves the performance measures for the STIP and LTIP. The Compensation Committee reviews recommendations from management, receives input from the Compensation Committee consultant, evaluates the annual budget and mid term business plan, and reviews prior-year performance to approve value-creating goals tied to long-term shareholder value.

 

u  

2017 STIP Performance Measures for NEOs

The STIP aligns with our plans to create the world’s most valued automotive company and to increase shareholder value. The STIP rewards NEOs for performance linked to the Company’s achievement of annual financial goals, operational performance goals, and individual performance results. The STIP is an annual cash incentive award intended to be deductible as performance-based compensation 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.

The Compensation Committee annually reviews and approves STIP goals to assess the difficulty in level of achievement and overall linkage to shareholders through the achievement of the business plan and strategic objectives. For the 2017 STIP, all targets were set at or above final 2016 performance. The Committee elected to adjust the weights to increase EBIT-adjusted to 50% and removed both global Market Share and Global Quality as overall measures. The Committee added individual performance with a weight of 25% as a measure to evaluate individual performance for each leader. Individual performance results and final individual compensation decisions are discussed beginning on page 48. Individual performance is assessed with an individual performance scorecard measuring results against pre-established goals that the Committee approves at the beginning of the year. Global market share and global quality are still focus items that the Committee considers when evaluating individual performance results.

 

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EXECUTIVE COMPENSATION

 

 

Actual STIP awards, if any, are determined following the completion of the plan year to reflect the achievement against the performance measures displayed below. The table below describes each STIP performance measure, its weighting, its target, and the behaviors each measure drives:

 

 

  STIP Measure

 

 

Weight

 

   

Target

 

    

Leadership Behaviors

 

 

EBIT-adjusted

 

 

 

 

 

 

50% 

 

 

 

 

 

 

 

 

 

$12.7

 

 

 

 

  

 

Focus on operating profit and driving strong profitability

 

 

Adjusted AFCF (1)

 

 

 

 

 

 

25% 

 

 

 

 

 

 

 

 

 

$  6.3

 

 

 

 

  

 

Focus on driving strong cash flow to invest in the business

 

 

Individual Performance

 

 

 

 

 

 

25% 

 

 

 

 

 

 

 

 

 

25 pts.

 

 

 

 

  

 

Focus on individual performance goals that impact business results

 

 

(1)

Adjusted AFCF for incentive purposes excludes payments related to certain recall-related expenses attributable to events occurring in 2014.

The potential payouts for each company performance measure range from 0% to 200% of target, based on actual Company performance with the threshold performance level being 50% of each STIP measure. The STIP calculation for the 2017 performance period determined the result for each NEO:

 

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u  

2017–2019 LTIP Performance Measures for NEOs

Grants under the LTIP are intended to link the financial interests of NEOs with the long-term interests of shareholders. The structure for NEOs included 75% PSUs and 25% Stock Options. PSUs cliff-vest following the three-year performance period, and Stock Options vest ratably over three years.

 

 

LOGO

The 2017–2019 PSUs are awarded based on performance against the following measures relative to our OEM peers: Relative ROIC-adjusted and Relative TSR over the three-year performance period. The PSU performance measures were chosen to promote both efficient use of capital and long-term growth to create value for the shareholders and an increased focus on stock price appreciation. The following table shows the PSU performance measures and the leadership behaviors that each drives to make GM the world’s most valued automotive company:

 

 

  LTIP Measure

 

  

 

Weight

 

    

 

Target

 

  

 

Leadership Behaviors

 

 

Relative ROIC-adjusted (1)

 

  

 

 

 

 

67%   

 

 

 

 

  

 

60th Percentile

 

  

 

Focus on making sound investments that follow the disciplined capital approach of driving 20% or higher returns in world-class vehicles and leading technology

 

 

Relative TSR (1)

 

  

 

 

 

 

33%   

 

 

 

 

  

 

50th Percentile

 

  

 

Focus on delivering shareholder returns that outperform our OEM peers

 

 

(1)

Relative performance is measured against the OEMs in the Dow Jones Automobiles and Parts Titans 30 Index on date of grant. OEMs for 2017–2019 PSUs are displayed on page 40.

 

 

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EXECUTIVE COMPENSATION

 

 

PSUs, if any, vest and are awarded and delivered following the completion of the three-year performance period, January 1, 2017 through December 31, 2019, and may be earned at a level between 0% and 200% of target based on actual Company results. When determining grant amounts, the Compensation Committee considers factors such as individual responsibilities, experience, and performance. In addition, the Compensation Committee will factor in relevant market compensation comparison data and seek the input from their independent compensation consultant. Final PSU awards are calculated as follows:

 

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u  

Summary of Outstanding Performance Awards Granted in Prior Years

 

 

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EXECUTIVE COMPENSATION

 

 

Performance Results and Compensation Decisions

 

u  

2017 Short-Term Incentive Plan

The Company portion of the 2017 STIP award was calculated based on the Company’s achievement of the following performance measures: EBIT-adjusted and Adjusted AFCF. In addition, each NEO has an individual performance portion of their STIP that measures performance against pre-established goals. Company performance including the individual results achieved the following results, as approved by the Compensation Committee. The results for EBIT-adjusted repeated GM’s 2016 record performance:

 

 

  STIP Measure

 

  

 

Weight

 

      

 

Threshold

 

      

 

Target

 

      

 

Maximum

 

      

 

Performance

Results

 

      

 

Performance

Payout

 

 

 

EBIT-adjusted ($B)

 

  

 

 

 

 

50%

 

 

 

 

    

 

 

 

 

$    6.8

 

 

 

 

    

 

 

 

 

$    12.7

 

 

 

 

    

 

 

 

 

$    14.0

 

 

 

 

    

 

 

 

 

$            12.8

 

 

 

 

    

 

 

 

 

54

 

 

 

 

Adjusted AFCF ($B) (1)

 

  

 

 

 

 

25%

 

 

 

 

    

 

 

 

 

$    0.0

 

 

 

 

    

 

 

 

 

$      6.3

 

 

 

 

    

 

 

 

 

$      7.3

 

 

 

 

    

 

 

 

 

$              5.6

 

 

 

 

    

 

 

 

 

24

 

 

 

 

Individual Performance

 

  

 

 

 

 

25%

 

 

 

 

    

 

 

 

 

0 pts.

 

 

 

 

    

 

 

 

 

25 pts.

 

 

 

 

    

 

 

 

 

50 pts.

 

 

 

 

    

 

 

 

 

25 – 40 pts.

 

 

 

 

    

 

 

 

 

25%–40

 

 

 

 

Result

                                                         

 

 

 

103%–118

 

 

(1)

Adjusted AFCF for incentive purposes excludes payments related to certain recall-related expenses attributable to events occurring in 2014.

 

u  

2015–2017 Long-Term Incentive Plan

The 2015–2017 PSU awards vested on February 11, 2018, based on Company performance for the period January 1, 2015 through December 31, 2017 against pre-established performance targets for both ROIC-adjusted and the Global Market Share modifier. The following performance was approved by the Compensation Committee:

 

 

  LTIP Measure

 

  

 

Weight

 

      

 

Threshold

 

      

 

Target

 

      

 

Maximum

 

      

 

Performance

Results

 

   

 

Performance

Payout

 

 

 

ROIC-adjusted

 

  

 

 

 

 

100%

 

 

 

 

    

 

 

 

 

16.0%

 

 

 

 

    

 

 

 

 

20.0%

 

 

 

 

    

 

 

 

 

24.0%

 

 

 

 

    

 

 

 

 

28.1

 

 

%(1) 

 

 

 

 

 

 

200

 

 

 

 

Result

                                                      

 

 

 

200

 

%(2) 

 

(1)

Represents the average of ROIC-adjusted for 2015 to 2017. ROIC-adjusted for 2015 and 2016 was 27.2% and 28.9%, respectively. ROIC-adjusted for 2017 was 28.2%, as reported on a continuing operations basis.

 

(2)

The modifier for Global Market Share reduces the payout 25 points if Global Market Share is below 11.3%. The payout is increased 25 points if Global Market Share is at or above 11.8% not to exceed plan maximum of 200%. The Company achieved 11.3% Global Market Share for the performance period, thus no modifier was applied. Global Market Share excludes the impact of the Company’s decision to exit markets during the performance period.

Focusing our leaders on ROIC-adjusted has resulted in significant performance improvements since calendar year 2012, when ROIC-adjusted was 16.0% at which time we set an enduring target of 20% based on commitment to shareholders. We ended calendar year 2017 with a ROIC-adjusted of 28.2%. The 2017–2019 PSUs focus leaders not only on delivering improved ROIC-adjusted results, but also on being the top automotive OEM for ROIC-adjusted results.

 

u  

One-time 2015–2020 DSV Option Grant

The DSV option grant was a one-time grant made on July 28, 2015 to senior leaders to secure non-compete and non-solicitation terms and to drive an increased focus on stock price appreciation. The DSV grant featured 40% time-based vesting and 60% performance-based vesting. The performance-based portion vests upon meeting or exceeding the median TSR relative to the OEM peer group in place on the date of grant. 20% of the DSV option grant vested based on relative TSR performance for the period July 28, 2015–December 31, 2017 and 40% of the overall award remains outstanding with performance periods ending on December 31, 2018, and December 31, 2019.

 

 

  DSV Measure

 

  

 

Performance Period

 

      

 

Vesting Date

 

      

 

Weight

 

    

 

Target TSR

 

      

 

Result

 

      

 

Vesting

 

 

 

Relative TSR

  

 

 

 

July 28, 2015–December 31, 2017

 

 

    

 

 

 

February 15, 2018

 

 

    

 

 

 

20

 

  

 

 

 

50th Percentile

 

 

    

 

 

 

87th Percentile

 

 

    

 

 

 

100

 

 

 

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EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Mary T. Barra

 

    Mary T. Barra, Chairman and Chief Executive Officer

 

   

Ms. Barra’s performance for 2017 was directly aligned with the Company’s 2017 strategic objectives:

 

Core

 

u Continued to drive improvement in EBIT-adjusted margins and delivered record EBIT-adjusted margins, including the third straight year of 10% or higher margins in North America

u Increased EPS-diluted-adjusted to record $6.62

u Achieved 13 top 3 models in the J.D. Power APEAL survey measuring performance, execution, and layout

u Received the IHS Automotive Loyalty Award for the third straight year

u Chevrolet sold a record number of electric vehicles, including more than 43,600 Bolt EVs and Volts

u Completed the sales of Opel/Vauxhall and GM Financial European businesses to PSA

u More than 150 facilities are operating landfill free

u Global Cadillac experienced record sales in 2017 with significant increases from GM China

 

Transformation

 

u Introduced the vision of zero crashes, zero emissions, and zero congestion for the future of GM

u Expanded both Maven and Book by Cadillac to increase carsharing capabilities

u Announced plans to deploy self-driving vehicles in a dense urban environment in 2019

u Launched Super Cruise, the world’s first hands-free highway driving technology, on the Cadillac CT6

u 180 Cruise autonomous vehicles built with approximately 100 testing in Arizona, California, and Michigan

u Acquired Strobe, Inc. to help develop next-generation LiDAR solutions for self-driving vehicles and reduce LiDAR costs by 99% over time

u Announced plans for at least 20 new electric vehicles by 2023

u Became the first company to use mass-production methods to build autonomous electric test vehicles

 

 

Effective January 1, 2017, the Compensation Committee increased Ms. Barra’s base salary from $2,000,000 to $2,100,000 based on her performance, leadership, and the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee awarded Ms. Barra an annual equity grant of $13 million consisting of 75% PSUs and 25% Stock Options. These changes placed Ms. Barra in line with the compensation peer group, as her targeted total direct compensation remained competitive at the market median.

The Compensation Committee awarded Ms. Barra 40 points based on her results, highlighted above, for the 2017 performance year. The total compensation for Ms. Barra in 2017, including salary, STIP and LTIP awards, is displayed below.

 

 

Pay Element

 

 

 

Majority of Pay Is At-Risk

 

  

 

Awarded Value

 

 

 

Base Salary

 

 

 

Only Fixed Pay Element

 

  

 

 

 

 

$  2,100,000

 

 

 

 

 

STIP

 

 

 

Performance to Metrics

 

  

 

 

 

 

$  4,956,000

 

 

 

 

 

PSUs(1)

 

 

 

Performance to Metrics and Stock Price

 

  

 

 

 

 

$10,737,570

 

 

 

 

 

Stock Options(2)

 

 

 

Performance to Stock Price

 

  

 

 

 

 

$  3,250,003

 

 

 

 

 

TOTAL

 

      

 

 

 

 

$21,043,573

 

 

 

 

 

(1)

PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performance results from the Monte Carlo analysis to value Relative TSR awards.

 

 

(2)

Stock Options are subject to time-based vesting.

 

 

 

LOGO

 

LOGO

 

Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relative to the prior year reflecting 1) the vesting of the PSU award granted to Ms. Barra in 2014, the year she was promoted to her current role; and 2) an increase in stock price at the time of vesting versus the prior year.

 

 

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EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Charles K. Stevens, III

 

    Charles K. Stevens, III, Executive Vice President and Chief Financial Officer

 

 

 

    2017 performance highlights for Mr. Stevens include:

 

  u  

Continued to drive improvement in EBIT-adjusted and delivered record EBIT-adjusted margins, including the third straight year of 10% or higher margins in North America

 
  u  

Increased EPS-diluted-adjusted to record $6.62

 
  u  

Repurchased more than $6.7 billion and returned $25 billion to shareholders through dividends and share repurchases since 2012, representing more than 90% of available free cash flow generated over that time

 
  u  

Achieved ROIC-adjusted of 28.2%

 
  u  

Delivered $5.5 billion in cost savings against $6.5 billion of targeted savings through the end of 2018

 
  u  

Continued to make investments in future technology and innovation

 

The Compensation Committee kept Mr. Stevens’ base salary at $1,100,000 based on the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee awarded Mr. Stevens an annual equity grant of $3.725 million, consisting of 75% PSUs and 25% Stock Options.

The Compensation Committee awarded Mr. Stevens 40 points based on his results, highlighted above, for the 2017 performance year. The total compensation for Mr. Stevens in 2017, including salary, STIP and LTIP awards, is displayed below.

 

 

Pay Element

 

 

 

Majority of Pay Is At-Risk

 

  

 

Awarded Value

 

 

 

Base Salary

 

 

 

Only Fixed Pay Element

 

  

 

 

 

 

$1,100,000

 

 

 

 

 

STIP

 

 

 

Performance to Metrics

 

  

 

 

 

 

$1,622,500

 

 

 

 

 

PSUs(1)

 

 

 

Performance to Metrics and Stock Price

 

  

 

 

 

 

$3,076,744

 

 

 

 

 

Stock Options(2)

 

 

 

Performance to Stock Price

 

  

 

 

 

 

$   931,251

 

 

 

 

 

TOTAL

 

      

 

 

 

 

$6,730,495

 

 

 

 

 

(1)

PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performance results from the Monte Carlo analysis to value Relative TSR awards.

 

 

(2)

Stock Options are subject to time-based vesting.

 

 

 

LOGO

 

 

LOGO

 

Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relative to the prior year reflecting 1) the vesting of the PSU award granted to Mr. Stevens in 2014, the year he was promoted to his current role; and 2) an increase in stock price at the time of vesting versus the prior year.

 

 

 

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EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Daniel Ammann

 

    Daniel Ammann, President

 

 

    2017 performance highlights for Mr. Ammann include:

 

  u  

Led the successful sale of Opel/Vauxhall and GM Financial European businesses to PSA

 
  u  

Successfully completed various restructuring activities in GM International

 
  u  

Defined strategy for commercialization of autonomous vehicles through Transportation as a Service

 
  u  

Oversaw rapid autonomous vehicle technology development and successful scaling of the team at GM Cruise

 
  u  

Significant global sales growth at Cadillac in 2017, with strong increases in China

 
  u  

Continued reshaping and reprioritization of overall GM business and product portfolio

 
  u  

Drove ongoing continuous performance improvement through extensive focus on Operational Excellence

 

The Compensation Committee kept Mr. Ammann’s base salary at $1,450,000 based on the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee awarded Mr. Ammann an annual equity grant of $4.94 million, consisting of 75% PSUs and 25% Stock Options.

The Compensation Committee awarded Mr. Ammann 40 points based on his results, highlighted above, for the 2017 performance year. The total compensation for Mr. Ammann in 2017, including salary, STIP and LTIP awards, is displayed below.

 

 

Pay Element

 

 

 

Majority of Pay Is At-Risk

 

  

 

Awarded Value

 

 

 

Base Salary

 

 

 

Only Fixed Pay Element

 

  

 

 

 

 

$1,450,000

 

 

 

 

 

STIP

 

 

 

Performance to Metrics

 

  

 

 

 

 

$2,138,800

 

 

 

 

 

PSUs(1)

 

 

 

Performance to Metrics and Stock Price

 

  

 

 

 

 

$4,078,222

 

 

 

 

 

Stock Options(2)

 

 

 

Performance to Stock Price

 

  

 

 

 

 

$1,234,378

 

 

 

 

 

TOTAL

 

      

 

 

 

 

$8,901,400

 

 

 

 

 

(1)

PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performance results from the Monte Carlo analysis to value Relative TSR awards.

 

 

(2)

Stock Options are subject to time-based vesting.

 

 

 

 

LOGO

 

 

LOGO

 

Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relative to the prior year reflecting 1) the vesting of the PSU award granted to Mr. Ammann in 2014, the year he was promoted to his current role; and 2) an increase in stock price at the time of vesting versus the prior year.

 

 

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EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Mark L. Reuss

 

    Mark L. Reuss, Executive Vice President, Global Product Development,

    Purchasing and Supply Chain

 

 

    2017 performance highlights for Mr. Reuss include:

 

  u  

Launched Super Cruise, the world’s first hands-free highway driving technology, on the Cadillac CT6

 
  u  

Led development of all-new EME 1.0 battery architecture, providing flexible pack configurations at more than 30% lower cost

 
  u  

Received the IHS Automotive Loyalty Award for the third straight year

 
  u  

Developed a global electrification plan to lead the industry and announced that at least 20 new electric vehicles will be introduced by 2023

 
  u  

Received nearly 40 independent awards for the Bolt EV, making it the most awarded electric vehicle of the year

 
  u  

Developed the first fuel cell midsized truck for use by the U.S. military and delivered fuel cells for use in the first unmanned submarine powered by our fuel cells for validation for the U.S. military

 
  u  

Awarded the Constructor Award for Chevrolet’s performance in motorsports winning manufacturers’ championships in Verizon IndyCar Series, NASCAR, NHRA Mello Yellow Series, IMSA, and Pirelli World Challenge

 
  u  

Launched 25 vehicles globally

 
  u  

Became the first company to use mass-production methods to build autonomous electric test vehicles

 
  u  

Led development efforts to deliver a fully autonomous vehicle complete with no steering wheel, or gas or brake pedals

 

The Compensation Committee kept Mr. Reuss’ base salary at $1,200,000 based on the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee awarded Mr. Reuss an annual equity grant of $4.05 million, consisting of 75% PSUs and 25% Stock Options.

The Compensation Committee awarded Mr. Reuss 40 points based on his results, highlighted above, for the 2017 performance year. The total compensation for Mr. Reuss in 2017, including salary, STIP and LTIP awards, is displayed below.

 

 

Pay Element

 

 

 

Majority of Pay Is At-Risk

 

  

 

Awarded Value

 

 

 

Base Salary

 

 

 

Only Fixed Pay Element

 

  

 

 

 

 

$1,200,000

 

 

 

 

 

STIP

 

 

 

Performance to Metrics

 

  

 

 

 

 

$1,770,000

 

 

 

 

 

PSUs(1)

 

 

 

Performance to Metrics and Stock Price

 

  

 

 

 

 

$3,345,168

 

 

 

 

 

Stock Options(2)

 

 

 

Performance to Stock Price

 

  

 

 

 

 

$1,012,504

 

 

 

 

 

TOTAL

 

      

 

 

 

 

$7,327,672

 

 

 

 

 

(1)

PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performance results from the Monte Carlo analysis to value Relative TSR awards.

 

 

(2)

Stock Options are subject to time-based vesting.

 

 

 

 

LOGO

 

 

LOGO

 

Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relative to the prior year reflecting 1) the vesting of the PSU award granted to Mr. Reuss in 2014, the year he was promoted to his current role; and 2) an increase in stock price at the time of vesting versus the prior year.

 

 

 

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EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Alan S. Batey

 

    Alan S. Batey, Executive Vice President & President, North America

 

 

 

    2017 performance highlights for Mr. Batey include:

 

  u  

Achieved record margins in North America and delivered EBIT-adjusted margins of greater than 10% for the third straight year

 
  u