DEF 14A 1 d752756ddef14a.htm DEF 14A DEF 14A
Table of Contents

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

Filed by the Registrant                                                                      Filed by a Party other than the Registrant

 

 

Check the appropriate box:

  

 

Preliminary Proxy Statement

  

 

CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

  

 

Definitive Proxy Statement

  

 

Definitive Additional Materials

  

 

Soliciting Material Pursuant to ss.240.14a-12

GENERAL MOTORS COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

Payment of Filing Fee (Check the appropriate box):

   

 

No fee required.

   

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(14) and 0-11.

   

 

(1)   Title of each class of securities to which transaction applies:

 

(2)   Aggregate number of securities to which transaction applies:

 

(3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

(4)   Proposed maximum aggregate value of transaction:

 

(5)   Total fee paid:

 

   

  Fee paid previously with preliminary materials. 

   

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

   

 

(1)   Amount Previously Paid:

 

(2)   Form, Schedule or Registration Statement No.:

 

(3)   Filing Party:

 

(4)   Date Filed:

 


Table of Contents

 

 

 

LOGO

 

Proxy Statement and Notice

2020 Annual Meeting of Shareholders

June 16, 2020 | 8:00 a.m. ET

 

 

 



Table of Contents

LOGO


Table of Contents

LOGO


Table of Contents

LOGO

April 27, 2020

To Our Fellow Shareholders:

 

As I write this letter, the world is in the midst of responding to the COVID-19 pandemic and its significant impact on public health, the global economy, and our industry. Your Board of Directors and the GM team have been taking swift and necessary actions to protect our Company and its employees, customers, communities, shareholders, and other stakeholders. I’d like to share what we are doing right now as we look ahead to the 2020 Annual Meeting and beyond to position the Company for long-term strength.

Commitment to Our Employees

Ever since COVID-19 emerged, GM has proactively addressed everything within our control, with the health and safety of our employees as our top priority. To help prevent the spread of COVID-19 in our workforce and communities, we asked our employees to work from home if their work permits it. This included a systematic and orderly suspension of a majority of our vehicle manufacturing operations around the world, including in North America. We are working closely with governments, health and public safety officials, and employee representatives as we monitor our production status on a week-to-week basis. Where our facilities continue to operate, we have adopted stringent and comprehensive safety measures to ensure a safe working environment. These measures include physical distancing, monitoring employee health daily, requiring employees to wear masks inside our facilities, and regularly sterilizing high-traffic public areas.

Commitment to Our Customers

Vehicles are an integral part of our lives and livelihood and, in trying times like these, we want to be a resource for our customers. We have taken a variety of actions to help them— including providing complimentary OnStar Crisis Assist services and in-vehicle data to owners of compatible vehicles. OnStar advisors can help with special routing assistance, including to a hospital or clinic, and contact family members, emergency medical dispatch, and first responders. GM Financial’s Customer Experience team is also standing by to help customers affected by COVID-19 discuss personalized options in these uncertain times. Lastly, our digital Shop Click Drive dealer digital tool allows customers to arrange for the purchase and delivery of vehicles from home where available.

Commitment to Our Communities

We are also constantly exploring ways to help our communities in this time of crisis. Last month, we were proud to announce a collaboration with Ventec Life Systems to expand production of Ventec’s V-Pro and VCSN critical-care ventilators to GM’s Kokomo, Indiana, plant. GM leveraged its IT, purchasing and logistics, supply chain, product development, manufacturing, talent acquisition,

and legal expertise to support this work, which resulted in an initial contract with the U.S. Department of Health and Human services for 30,000 ventilators. GM is also making face masks in its plant in Warren, Michigan, and we continue to investigate other ways we can use our expertise and resources to lend a hand in combatting the COVID-19 pandemic.

Commitment to Our Shareholders

GM is aggressively pursuing austerity measures to preserve cash and is taking necessary steps to manage our liquidity, ensure the ongoing viability of our operations, and protect shareholder value. We recently drew down approximately $16 billion from our revolving credit facilities – a proactive measure to fortify our balance sheet, increase our cash position, and preserve financial flexibility in light of current uncertainty in global markets. We also implemented pay deferments for all salaried employees. Over the past several years, we have made strategic decisions and structural changes that have transformed the Company. These actions have better positioned us to face this challenge.

Advancing Toward Our Vision

In this Proxy Statement, we share important details about your Board’s role in shaping GM’s purpose, strategy, governance, and culture. We have faced significant challenges in the last year, including a six-week labor stoppage in North America, difficult industry conditions in China and, now, COVID-19. Despite these challenges, we have improved and continue to improve our business through ongoing cost savings actions, operational excellence, and strong product launches, while advancing toward our vision of a world with zero crashes, zero emissions, and zero congestion.

Right Board at the Right Time

In recent years, your Board has worked to strategically refresh its membership to ensure it has the breadth of experience to guide the Company during times just like these – when companies are facing new and unexpected challenges. Even in the face of this current environment of uncertainty, I continue to believe GM has an unprecedented opportunity to do more for our stakeholders and, ultimately, the planet. We have the right Board, at the right time, to ensure we emerge from this even stronger.

Sincerely,

 

LOGO

 

Mary T. Barra

Chairman and Chief Executive Officer

 

 

300 Renaissance Center | Detroit, Michigan 48265


Table of Contents

Notice of 2020 Annual Meeting of Shareholders

 

 

April 27, 2020

Dear Fellow Shareholder:

The Board of Directors of General Motors Company cordially invites you to attend the 2020 Annual Meeting of Shareholders.

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 compensation;

 

  u  

Approve, on an advisory basis, the frequency of future advisory votes on Named Executive Officer compensation;

 

  u  

Approve the General Motors Company 2020 Long-Term Incentive Plan;

 

  u  

Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020;

 

  u  

Vote on four 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: April 17, 2020.

A list of registered shareholders will be available for examination for any purpose that is germane to the meeting for 10 business days before the Annual Meeting. Shareholders may request to review the list by emailing shareholder.relations@gm.com.

This Proxy Statement is provided in conjunction with GM’s solicitation of proxies to be used at the Annual Meeting. Thank you for your interest in General Motors Company.

By Order of the Board of Directors,

Rick E. Hansen

Corporate Secretary

           
 

    

 

 

 

LOGO

 

Meeting Information:

 

   
   

 

 

Date:  June 16, 2020

 

Time: 8:00 a.m. Eastern Time

 

Place:   Online via live webcast at virtualshareholdermeeting.com/GM2020

 

    

 

    

 

   

 

LOGO

 

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, 2020.

        

 

   
   

 

LOGO

 

 

 

How You Can Access the Proxy Materials Online:

 

   
     

 

 

Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual Meeting of Shareholders to Be Held on June 16, 2020.

 

Our Proxy Statement and 2019 Annual Report are available at investor.gm.com/shareholder. You may scan the QR code above with your smartphone or other mobile device to view our Proxy Statement and Annual Report.

 

 

   
 

 

LOGO     ii  


Table of Contents

Helpful Resources

 

Annual Meeting: investor.gm.com/shareholder

    Proxy Statement

    Annual Report

Governance Documents: investor.gm.com/resources

    Board Committee Charters

    Bylaws and Certificate of Incorporation

    Corporate Governance Guidelines

Key Compliance Policies: investor.gm.com/resources

    Winning with Integrity: Our Values and Guidelines
        for Employee Conduct

    Policy on Recoupment of Incentive Compensation

    Related Party Transactions Policy

    Insider Trading Policy

ESG Policies: investor.gm.com/resources

    Voluntary Report of 2019 Political Contributions

    Company Policy on Corporate Political Contributions
        and Expenditures

    Conflict Minerals Policy

    Environmental Policy

    Global Human Rights Policy

    Global Integrity Policy

    Supplier Code of Conduct

Sustainability Report: gmsustainability.com

Investors Relations: investor.gm.com/investor-relations

 

LOGO

 

Defined Terms and Commonly Used Acronyms

Annual Meeting

   GM’s Annual Meeting of Shareholder to be held on June 16, 2020

AV

   Autonomous Vehicle

CEO

   Chief Executive Officer

CFO

   Chief Financial Officer

Code of Conduct

   Winning with Integrity: Our Values and Guidelines for Employee Conduct

Committees

  

Audit Committee

Executive Committee

Executive Compensation Committee

Governance and Corporate Responsibility Committee

Finance Committee

Risk and Cybersecurity Committee

DSU

   Deferred Share Unit

ESG

   Environmental, Social, and Governance

EV

   Electric Vehicle

EY

   Ernst & Young LLP

GM or the Company

   General Motors Company

Governance Committee

   Governance and Corporate Responsibility Committee

LTIP

   Long-Term Incentive Plan

NEO

   Named Executive Officer

NYSE

   New York Stock Exchange

SEC

   U.S. Securities and Exchange Commission
 

 

 

iii  

LOGO


Table of Contents

Table of Contents

 

PROXY VOTING ROADMAP

     1  

BOARD OF DIRECTORS

     2  

Diversity of Skills, Qualifications, and Experience

     3  

Director Biographies

     4  

NON-EMPLOYEE DIRECTOR COMPENSATION

     10  

CORPORATE GOVERNANCE

     14  

The Board of Directors

     14  

Board Leadership Structure and Composition

     15  

Message from the Lead Independent Director

     16  

Board Committees

     18  

Board and Committee Oversight of Risk

     22  

Your Board’s Governance Policies and Practices

     25  

Shareholder Engagement

     27  

Shareholder Protections and Governance Best Practices

     28  

Certain Relationships and Related Party Transactions

     29  

SPOTLIGHT ON KEY ESG INITIATIVES

     30  

SECURITY OWNERSHIP INFORMATION

     33  

AUDIT COMMITTEE REPORT

     35  

EXECUTIVE COMPENSATION

     37  

Compensation Overview

     38  

Compensation Principles

     45  

Compensation Elements

     45  

Performance Measures

     47  

Performance Results and Compensation Decisions

     50  

Compensation Policies and Governance Practices

     58  

Compensation Committee Report

     61  

Executive Compensation Tables

     62  

CEO Pay Ratio

     73  

Equity Compensation Plan Information

     74  

BOARD PROPOSALS

     75  

Item No. 1 – Election of Directors

     75  

Item No.  2 – Advisory Approval of Named Executive Officer Compensation

     76  

Item No.  3 – Advisory Approval of the Frequency of Future Advisory Votes on Named Executive Officer Compensation

     77  

Item No.  4 – Ratification of the Selection of the Independent Registered Public Accounting Firm for 2020

     78  

Item No.  5 – Approval of the General Motors Company 2020 Long-Term Incentive Plan

     80  

SHAREHOLDER PROPOSALS

     90  

Item No. 6 – Shareholder Written Consent

     90  

Item No.  7 – Proxy Access Amendment: Shareholder Aggregation Limit

     92  

Item No.  8 – Report on Human Rights Policy Implementation

     94  

Item No.  9 – Report on Lobbying Communications and Activities

     96  

GENERAL INFORMATION ABOUT ANNUAL MEETING

     98  

APPENDIX A – Non-GAAP Financial Measures

     A-1  

APPENDIX B – General Motors Company 2020 Long-Term Incentive Plan

     B-1  

INDEX OF FREQUENTLY ACCESSED INFORMATION

 

Auditor Fees

     79  

Beneficial Ownership Table

     33  

Board and Committee Evaluations

     25  

Burn Rate

     83  

CEO Pay Ratio

     73  

CEO Succession Planning

     25  

Clawback Policies

     59  

Climate Change Risk Oversight

     24  

Code of Business Conduct and Ethics

     25  

Compensation Decisions for our NEOs

     50  

Corporate Governance Guidelines

     25  

Cybersecurity and Privacy Risk Oversight

     24  

Director Biographies

     4  

Director Compensation

     12  

Director Independence

     14  

Director Skills Matrix

     3  

Environmental & Sustainability Highlights

     30  

Executive Perquisites

     63  

Financial Performance

     38  

Human Capital Management

     31  

Independent Lead Director Duties

     15  

Lobbying Disclosure

     28  

Pay-for-Performance

     50  

Peer Group

     43  

Related Party Transactions

     29  

Risk Oversight

     22  

Shareholder Engagement

     27  

Stock Ownership Requirements

     10  

Supply Chain Governance and Compliance

     32  
 

 

LOGO     iv  


Table of Contents

 

PROXY VOTING ROADMAP

 

     

 

BOARD PROPOSALS

BOARD
RECOMMENDATION

 

PAGE

    

     

 Item 1  – Election of Directors

FOR 75

    

     

 Item 2  –  Advisory Approval of Named Executive Officer Compensation

 

FOR

 

76

    

     

 Item 3  –  Advisory Approval of the Frequency of Future Advisory Votes on Named Executive Officer Compensation

 

1 YEAR

 

77

    

     

 Item 4  –  Ratification of the Selection of the Independent Registered Public Accounting Firm for 2020

 

FOR

 

78

    

     

 Item 5  –  Approval of the General Motors Company 2020 Long-Term Incentive Plan

 

FOR

 

80

 

     

 

SHAREHOLDER PROPOSALS

BOARD
RECOMMENDATION

 

PAGE

    

     

 Item 6  –  Shareholder Written Consent

AGAINST 89

    

     

 Item 7  –  Proxy Access Amendment: Shareholder Aggregation Limit

AGAINST 91

    

     

 Item 8  –  Report on Human Rights Policy Implementation

AGAINST 93

    

     

 Item 9  –  Report on Lobbying Communications and Activities

AGAINST 95

 

LOGO     1  


Table of Contents

 

BOARD OF DIRECTORS

Snapshot of Your Board Nominees

 

 

Name & Principal Occupation

 

 

Age

 

Director

Since

 

 

Independent

  Committee Memberships

LOGO

 

 

Mary T. Barra

Chairman & Chief Executive Officer,

General Motors Company

  58   2014       Executive – Chair

 

LOGO

 

 

Theodore M. Solso

Independent Lead Director, General Motors Company,

and Retired Chairman & Chief Executive Officer,

Cummins, Inc.

  73   2012   LOGO  

Executive

Governance

 

LOGO

 

 

Wesley G. Bush

Retired Chairman & Chief Executive Officer,

Northrop Grumman Corporation

  59   2019   LOGO  

Audit

Executive Compensation

Finance

 

LOGO

 

 

Linda R. Gooden

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

  67   2015   LOGO  

Audit

Executive

Risk and Cybersecurity – Chair

 

LOGO

 

 

Joseph Jimenez

Retired Chief Executive Officer,

Novartis AG

  60   2015   LOGO  

Executive

Executive Compensation

Finance – Chair

Risk and Cybersecurity

 

LOGO

 

 

Jane L. Mendillo

Retired President & Chief Executive Officer,

Harvard Management Company

  61   2016   LOGO  

Audit

Finance

Governance

 

LOGO

 

 

Judith A. Miscik

Chief Executive Officer & Vice Chairman,

Kissinger Associates, Inc.

  61   2018   LOGO  

Audit

Risk and Cybersecurity

 

LOGO

 

 

Patricia F. Russo

Chairman, Hewlett Packard

Enterprise Company

  67   2009   LOGO  

Executive

Executive Compensation

Finance

Governance – Chair

 

LOGO

 

 

Thomas M. Schoewe

Retired Executive Vice President &

Chief Financial Officer, Wal-Mart Stores, Inc.

  67   2011   LOGO  

Audit – Chair

Executive

Finance

Risk and Cybersecurity

 

LOGO

 

 

Carol M. Stephenson

Retired Dean, Ivey Business School,

The University of Western Ontario

  69   2009   LOGO  

Executive

Executive Compensation – Chair Governance

 

LOGO

 

 

Devin N. Wenig

Retired President & Chief Executive Officer,

eBay Inc.

  53   2018   LOGO   Risk and Cybersecurity

 

LOGO   LOGO   LOGO

 

2  

LOGO


Table of Contents

BOARD OF DIRECTORS

 

 

Diversity of Skills, Qualifications, and Experience

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

 

SKILL/

QUALIFICATION

  M.
BARRA
 

T.

SOLSO

  W.
BUSH
  L.
GOODEN
  J.
JIMENEZ
  J.
MENDILLO
  J.
MISCIK
  P.
RUSSO
  T.
SCHOEWE
 

C.

STEPHENSON

  D.
WENIG
LOGO                      
LOGO                                        
LOGO                              
LOGO                            
LOGO                      
LOGO                      
LOGO                      
LOGO                                      
LOGO                                  
LOGO                              
LOGO                                        

 

LOGO     3  


Table of Contents

BOARD OF DIRECTORS

 

 

Director Biographies

Set forth below is a short biography of each director nominee.

 

LOGO            LOGO
Mary T. Barra, Age 58     Theodore M. Solso, Age 73
   

 

Chairman & Chief Executive Officer,

General Motors Company

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

 

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 CEO 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: Ms. Barra has in-depth knowledge of the Company and the global automotive industry; extensive senior leadership, strategic planning, operational and business experience; and a strong engineering background with experience in global product development.

   

 

Committees: Executive, Governance

 

Current Public Company Directorships: Ad-Astra Rocket Company

 

Prior Public Company Directorships: Ashland Inc. (1999 to 2012) (Lead Director 2003 to 2010) and Ball Corporation (2003 to 2019) (Lead Director 2013 to 2019)

 

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

 

Reasons for Nomination: Mr. Solso has extensive experience in automotive manufacturing and engineering, emissions reduction technology, and compliance with emissions laws and regulations. He also has extensive senior leadership experience in finance, accounting, corporate governance, and vehicle and workplace safety.

 

4  

LOGO


Table of Contents

BOARD OF DIRECTORS

 

 

LOGO  

      

  LOGO
Wesley G. Bush, Age 59     Linda R. Gooden, Age 67
   

 

Retired Chairman and Chief Executive Officer,
Northrop Grumman Corporation

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

 

Committees: Audit, Executive Compensation, Finance

 

Current Public Company Directorships: Dow Inc. and Cisco Systems Inc.

 

Prior Public Company Directorships: Norfolk Southern Corporation and Northrop Grumman Corporation

 

Prior Experience: Mr. Bush served as Chairman of the Board of Directors of Northrop Grumman Corporation (“Northrop Grumman”) from 2011 to 2019. He also served as the CEO of Northrop Grumman from 2010 to 2018. Prior to that, Mr. Bush served in numerous leadership roles at Northrop Grumman, including President and Chief Operating Officer, Chief Financial Officer, and President of the company’s Space Technology sector. He also served in a variety of leadership positions at TRW, Inc., before it was acquired by Northrop Grumman in 2002.

 

Reasons for Nomination: Mr. Bush has valuable experience in a manufacturing enterprise known for its advanced engineering and technology; strong financial acumen; and knowledge of key governance issues, including risk management.

   

 

Committees: Audit, Executive, Risk and Cybersecurity (Chair)

 

Current Public Company Directorships: The Home Depot, Inc.

 

Prior Public Company Directorships: 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 and Global Solutions of Lockheed Martin Corporation (“Lockheed Martin”) from 2007 to 2013. She served as Deputy Executive Vice President, Information and Technology Services of Lockheed Martin from October to December 2006; and President, Information Technology of Lockheed Martin from 1997 to December 2006.

 

Reasons for Nomination: Ms. Gooden has extensive expertise in cybersecurity and information technology, operational and strategic planning, and government relations, as well as valuable insight into GM’s cybersecurity framework related to mobility and autonomous vehicles.

 

LOGO     5  


Table of Contents

BOARD OF DIRECTORS

 

 

LOGO  

      

  LOGO
Joseph Jimenez, Age 60     Jane L. Mendillo, Age 61
   

 

Retired Chief Executive Officer, Novartis AG

    Retired President & Chief Executive Officer,
Harvard Management Company

 

Committees: Executive, Executive Compensation, Finance (Chair), Risk and Cybersecurity

 

Current Public Company Directorships: The Procter & Gamble Co.

 

Prior Public Company Directorships: Colgate-Palmolive Company (2010 to 2015)

 

Prior Experience: Mr. Jimenez served as CEO of Novartis AG (“Novartis”) from 2010 until his retirement in 2018. He led Novartis’ Pharmaceuticals Division from October 2007 to 2010 and its Consumer Health Division in 2007. From 2006 to 2007, Mr. Jimenez served as Advisor to the Blackstone Group L.P. He was Executive Vice President, President and CEO of Heinz Europe from 2002 to 2006, and President and CEO of H.J. Heinz Company North America from 1999 to 2002.

 

Reasons for Nomination: Mr. Jimenez has extensive senior leadership experience in the consumer products industry, international operations, strategic planning, and finance.

   

 

Committees: Audit, Finance, Governance

 

Current Public Company Directorships: Lazard Ltd.

 

Prior Public Company Directorships: None

 

Prior Experience: Ms. Mendillo was President and CEO of the Harvard Management Company (“HMC”) from 2008 to 2014. From 2002 to 2008, she was Chief Investment Officer of Wellesley College. Before that, she spent 15 years at HMC in investment management positions. She previously chaired the Partners Healthcare System’s investment committee, served as a member of Yale University’s and the Rockefeller Foundation’s investment committees and as a director and investment committee member of the Mellon Foundation and the Boston Foundation.

 

Reasons for Nomination: Ms. Mendillo has experience in risk and crisis management, as well as valuable insight into GM’s capital allocation framework, financial policies, and business strategies.

 

6  

LOGO


Table of Contents

BOARD OF DIRECTORS

 

 

LOGO  

      

  LOGO
Judith A. Miscik, Age 61     Patricia F. Russo, Age 67
   
Chief Executive Officer & Vice Chairman,
Kissinger Associates, Inc.
   

 

Chairman, Hewlett Packard Enterprise Company

 

Committees: Audit, Risk and Cybersecurity

 

Current Public Company Directorships: Morgan Stanley

 

Prior Public Company Directorships: EMC Corporation (2012 to 2016) and Pivotal Software, Inc. (2014 to 2016)

 

Prior Experience: In 2017, Ms. Miscik was appointed as CEO and Vice Chairman of Kissinger Associates, Inc. (“Kissinger Associates”). Prior to that time, she served as Co-Chief Executive Officer and Vice Chairman of Kissinger Associates from 2015 to 2017 and as President and Vice Chairman of Kissinger Associates from 2009 to 2015. Prior to joining Kissinger Associates, Ms. Miscik was the Global Head of Sovereign Risk at Lehman Brothers from 2005 to 2008; and from 2002 to 2005, Deputy Director for Intelligence at the U.S. Central Intelligence Agency from 1983 to 2005, which she jointed in 1983.

 

Reasons for Nomination: Ms. Miscik has a unique and extensive background in intelligence, security, and risk analysis, bringing valuable experience in assessing and mitigating geopolitical and macroeconomic risks in both the public and private sectors.

   

 

Committees: Executive, Executive Compensation, Finance, Governance

 

Current Public Company Directorships: Hewlett Packard Enterprise Company (Chairman), KKR Management LLC, and Merck & Co. Inc.

 

Prior Public Company Directorships: Hewlett-Packard Company (2011 to 2015) (Lead Director 2014 to 2015) and Alcoa, Inc. (2016)

 

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

 

Reasons for Nomination: Ms. Russo has extensive senior leadership experience in corporate strategy, finance, sales and marketing, technology, and leadership development, as well as experience managing business-critical technology disruptions.

 

LOGO     7  


Table of Contents

BOARD OF DIRECTORS

 

 

LOGO  

      

  LOGO
Thomas M. Schoewe, Age 67     Carol M. Stephenson, O.C., Age 69
   
Retired Executive Vice President &
Chief Financial Officer, Wal-Mart Stores, Inc.
    Retired Dean, Ivey Business School,
University of Western Ontario

 

Committees: Audit (Chair), Executive, Finance, Risk and Cybersecurity

 

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. Prior to that, he served in numerous leadership roles at Black & Decker, including Vice President and Chief Financial Officer, Vice President of Finance, and Vice President of Business Planning and Analysis.

 

Reasons for Nomination: Mr. Schoewe has senior leadership experience in financial reporting, accounting and controls, business planning and analysis, and risk management. He also has valuable insight into GM’s technology systems and processes and cybersecurity framework.

   

 

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 CEO of Lucent Technologies Canada from 1999 to 2003 and a member of the Advisory Board of General Motors of Canada, Limited, a GM subsidiary, from 2005 to 2009. Ms. Stephenson is an officer of the Order of Canada.

 

Reasons for Nomination: Ms. Stephenson has expertise in marketing, operations, strategic planning, technology development, financial management, and executive compensation. She also has extensive expertise in North American trade issues.

 

8  

LOGO


Table of Contents

BOARD OF DIRECTORS

 

 

LOGO  

      

 
Devin N. Wenig, Age 53    
 
Retired President & Chief Executive Officer,
eBay Inc.
   

 

Committees: Risk and Cybersecurity

 

Current Public Company Directorships: None

 

Prior Public Company Directorships: eBay Inc. (2015 to 2019)

 

Prior Experience: Mr. Wenig served as President and CEO of eBay Inc. (“eBay”), as well as a member of its Board of Directors, from July 2015 to August 2019. 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 CEO of Thomson Reuters Corporation’s 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: Mr. Wenig has extensive senior leadership experience in technology, global operations, and strategic planning. His experience leading technology companies provides key insights into GM’s cybersecurity framework and strategy related to the future of mobility, autonomous vehicles, vehicle connectivity, and data monetization.

   

 

LOGO     9  


Table of Contents

 

NON-EMPLOYEE DIRECTOR COMPENSATION

 

Our non-employee directors receive cash compensation as well as equity compensation in the form of GM DSUs for their Board service. Compensation for our non-employee directors is set

by the Board at the recommendation of the Governance Committee.

 

 

Guiding Principles

 

   

Fairly compensate directors for their responsibilities and time commitments.

 

 

   

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

 

 

   

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) until retirement.

 

 

   

Provide compensation that is simple and transparent to shareholders.

 

 

u  

Annual Review Process

 

The Governance Committee annually assesses the form and amount of non-employee director compensation and recommends changes, if appropriate, to the Board. As part of its annual review, 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 43 of this Proxy Statement.

In December 2019, following its annual review of GM’s director compensation, the Board and the Governance Committee approved an increase in non-employee director compensation. In March 2020, the Board and the Governance Committee, in response to the COVID-19 pandemic, approved a 20% temporary reduction in base annual compensation, effective April 1, 2020, and continuing until at least October 2020, but no later than March 15, 2021. Beginning in 2020, director compensation will be as set forth on page 11 of this Proxy Statement.

 

 

Director Stock Ownership and Holding Requirements

 

   

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

 

 

   

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

 

 

   

Non-employee directors are prohibited from selling any GM securities or derivatives of GM securities, such as DSUs, while they are members of the Board.

 

 

   

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

 

 

   

All of our directors are in compliance with our stock retention requirements.

 

 

10  

LOGO


Table of Contents

NON-EMPLOYEE DIRECTOR COMPENSATION

 

 

Annual Compensation

 

The 2019 and 2020 compensation for non-employee directors are 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 and Composition” on page 15 of this Proxy Statement.

 

 

       
Compensation Element    2019       

2020

(Pre-COVID-19)

      

2020

(Post-COVID-19)

 

Board Retainer

   $ 285,000        $ 305,000        $ 244,000  

Independent Lead Director Fee

   $ 100,000        $ 100,000        $ 100,000  

Audit Committee Chair Fee

   $ 30,000        $ 30,000        $ 30,000  

All Other Committee Chair Fees (excluding the Executive Committee)

   $ 20,000        $ 20,000        $ 20,000  

 

Non-employee directors are required to defer at least 50% of their annual Board retainer 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 a 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.

 

 

How Deferred Share Units Work

 

Each DSU is equal in value to one 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:

 

 

 

LOGO

 

LOGO     11  


Table of Contents

NON-EMPLOYEE DIRECTOR COMPENSATION

 

 

Other Compensation

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 62 of this Proxy Statement.

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.

2019 Non-Employee Director Compensation Table

This table shows the compensation that each non-employee director received for his or her 2019 Board and Committee service.

 

         
Director   

Fees Earned or

Paid in Cash(1)

($)

    

Stock Awards(2)

($)

    

All Other

Compensation(3)

($)

    

Total

($)

 

Wesley G. Bush (4)

     $130,625        $127,185        $  7,825      $ 265,635  

Linda R. Gooden

     $162,500        $138,860        $16,344      $ 317,704  

Joseph Jimenez (5)

     $157,500        $138,860        $36,740      $ 333,100  

Jane L. Mendillo

     $142,500        $138,860        $11,323      $ 292,683  

Judith A. Miscik

     $142,500        $138,860        $25,469      $ 306,829  

Michael G. Mullen (6)

     $  76,250        $  69,430        $39,370      $ 185,050  

James J. Mulva (7)

     $  76,250        $  69,430        $30,787      $ 176,467  

Patricia F. Russo

     $162,500        $138,860        $15,740      $ 317,100  

Thomas M. Schoewe

     $172,500        $138,860        $45,948      $ 357,308  

Theodore M. Solso

     $242,500        $138,860        $21,990      $ 403,350  

Carol M. Stephenson

     $162,500        $138,860        $15,384      $ 316,744  

Devin N. Wenig

     $142,500        $138,860        $35,948      $ 317,308  

 

(1)

This column reflects director compensation eligible to be paid in cash, which consists of 50% 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. Bush—$130,625; Mr. Jimenez —$157,500; Ms. Mendillo— $142,500; Admiral Mullen—$76,250; Mr. Mulva—$76,250; Ms. Russo—$91,250; Mr. Solso—$242,500; Ms. Stephenson—$81,250; and Mr. Wenig—$142,500.

 

12  

LOGO


Table of Contents

NON-EMPLOYEE DIRECTOR COMPENSATION

 

 

(2)

Reflects aggregate grant date fair value of DSUs granted in 2019, 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 31, 2019, which was $36.60. 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. Bush

     $  7,625      $ 200      $ 7,825      

Mr. Mulva

     $30,667      $ 120      $ 30,787  

Ms. Gooden

     $16,104      $ 240      $ 16,344      

Ms. Russo

     $15,500      $ 240      $ 15,740  

Mr. Jimenez

     $36,500      $ 240      $ 36,740      

Mr. Schoewe

     $45,708      $ 240      $ 45,948  

Ms. Mendillo

     $11,083      $ 240      $ 11,323      

Mr. Solso

     $21,750      $ 240      $ 21,990  

Ms. Miscik

     $25,229      $ 240      $ 25,469      

Ms. Stephenson

     $15,144      $ 240      $ 15,384  

Adm. Mullen

     $39,250      $ 120      $ 39,370      

Mr. Wenig

     $35,708      $ 240      $ 35,948  

 

  (a)

The 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 the cost of premiums for providing personal accident insurance (annual premium cost of $240 is prorated, as applicable, for the period of service).

 

(4)

Mr. Bush joined the Board on February 11, 2019.

 

(5)

Mr. Jimenez was appointed Chair of the Finance Committee on April 16, 2019.

 

(6)

Adm. Mullen retired from the Board effective June 4, 2019.

 

(7)

Mr. Mulva retired from the Board effective June 4, 2019.

 

LOGO     13  


Table of Contents

 

 

CORPORATE GOVERNANCE

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 by law or pursuant to the Company’s governance instruments. Among other things, the Board oversees company strategy and execution of the strategic plan. In addition, it oversees management’s 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.

 

 

u  

Board Size

 

The Board sets the number of directors from time to time by a resolution adopted by a majority of the directors. 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, although the Company’s Certificate of Incorporation limits the total number of directors to 17. There are currently 11

members of the Board. If all of the Board’s nominees are elected, the Board will be composed of 11 members immediately following the Annual Meeting. 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.

 

 

u  

Director Independence

 

GM’s Bylaws and Corporate Governance Guidelines define our standards for director independence and reflect applicable NYSE and SEC requirements. At least two-thirds of our directors are and must be independent under these standards. In addition, all members of the Audit Committee and the Executive Compensation Committee (the “Compensation Committee”) must meet heightened independence standards under applicable NYSE and SEC rules.

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 determine that the director has no material relationship with the Company other than his or her service as a director.

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. 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 the 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, the Board determined they did not impair such directors’ independence.

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 were independent during 2019, and that all current members are independent, except Ms. Barra, who serves as CEO.

 

 

14  

LOGO


Table of Contents

CORPORATE GOVERNANCE

 

 

Board Leadership Structure and Composition

 

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 allows the Board to choose the leadership structure that it believes 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. Prior to that time, Mr. Solso served as the Board’s non-executive chairman.

Since then, each year your Board has voted to elect Ms. Barra as Chairman of the Board, and the independent directors have voted to appoint Mr. Solso as the Independent Lead Director. Your Board believes that, right now, combining the role of Chairman and CEO and electing a strong Independent Lead Director is the optimal Board leadership structure for GM.

 

 

DUTIES OF THE INDEPENDENT LEAD DIRECTOR

u  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;

 

u  Providing Board leadership if circumstances arise in which the Chairman is actually, potentially, or perceived to have a conflict of interest;

 

u  Calling executive sessions for non-management directors, relaying feedback from these sessions to the Chairman, and implementing decisions made by the non-management directors;

 

u  Leading non-management directors in the annual evaluation of the CEO’s performance, communicating the results of that evaluation to the CEO, and overseeing CEO succession planning;

 

u  Approving Board meeting agendas to ensure sufficient time for discussion of all items;

 

u  Advising on the scope, quality, quantity, and timeliness of the flow of information between management and the Board;

 

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

 

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

 

u  Being available to advise the Board Committee Chairs in fulfilling their designated roles and responsibilities to the Board; and

 

u  Engaging, when requested to do so, with shareholders.

 

LOGO     15  


Table of Contents

CORPORATE GOVERNANCE

 

 

A Message from the Independent Lead Director

As the Independent Lead Director it is my responsibility to help my fellow independent directors oversee and shape the partnership between management and the Board. Let me briefly highlight a few areas of focus that I believe demonstrate our oversight and help forge an effective partnership that drives strong Company performance and enables GM to effectively mitigate risk in these challenging times.

Focused Board Leadership: Why Your Board Believes that the Roles of Chairman and CEO Should Be Combined Right Now

Your Board carefully considers the appropriate leadership structure for GM and its shareholders on an annual basis and determines whether to combine or separate the roles of Chairman and CEO. Your Board believes that Ms. Barra’s service as both Chairman and CEO continues to provide a clear and unified strategic vision for GM – particularly in times like this as the Board supports management’s efforts to mitigate the impact of the COVID-19 pandemic on our business and the communities where we operate. 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 has provided focused leadership that has enabled GM to respond decisively to this uncertain environment. Ms. Barra has been a significant asset to the Board throughout her tenure as GM has taken bold, strategic actions to strengthen its core business, invest in technologies that will redefine the future of personal transportation, and be prepared to weather storms like the one we are facing today in COVID-19.

My Role as the Independent Lead Director

My job is to complement Ms. Barra’s role by providing strong, independent leadership. My key duties and responsibilities are described on page 15 of this Proxy Statement. In my role, I provide independent oversight of GM’s management team for our shareholders, including a specific focus on strategic risk management, compliance, governance, and CEO succession planning.

Your Board is Shaping the Company’s Strategy and Overseeing Risk

Your Board plays an important role in shaping management’s development and execution of GM’s strategy and overseeing its risk management processes. In recent weeks, the Board has been actively engaged with management as it has taken actions to safeguard our employees and our business in response to COVID-19. For more on our recent efforts, see “Responding to the COVID-19 Pandemic” on page 22 of this Proxy Statement. From a strategy perspective, the Board dedicates a portion of each meeting to strategic reviews that span the Company’s regions, vehicle franchises, adjacent businesses, and other key initiatives. In addition, the Board holds an annual multi-day session devoted to discussing, debating, challenging, and validating management’s overall strategy. Since the last annual meeting, these strategic reviews and discussions included labor and workforce issues, EV and AV execution, Cadillac rebranding, fuel economy regulation, capital allocation, workplace and vehicle safety, international reorganization, and various alternative future business scenarios. Your Board also regularly solicits independent views on GM’s business and key industry trends from outside experts, including investment bankers and buy- and sell-side analysts— as well as from shareholders through our routine engagements.

GM has the Right Board at the Right Time

Your Board has significantly refreshed its membership in recent years to ensure it remains a strategic asset. Since 2018, we have added three new directors, each of whom has helped bolster the Board’s expertise in technology and managing operational, strategic, geopolitical, and economic risks. As a result, I believe that the director nominees listed on page 2 of this Proxy Statement individually and collectively possess the right mix of skills, qualifications, and experience for GM as we continue to execute our vision of a world with zero crashes, zero emissions, and zero congestion.

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

 

LOGO

  

Theodore M. Solso

Independent Lead Director

 



 

16  

LOGO


Table of Contents

CORPORATE GOVERNANCE

 

 

u  

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. We seek directors who bring diverse viewpoints and perspectives, possess a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs. It is important that the Board remains a strategic asset capable of overseeing and helping management address 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 on page 3 of this Proxy Statement in the skills and qualifications matrix for 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.

 

 

Director Recruitment Process

 

 

LOGO

Board Diversity

 

The Governance Committee seeks 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. Your Board recognizes the value of overall diversity and considers members’ and candidates’ opinions, perspectives, personal and

professional experiences, and backgrounds, including gender, race, ethnicity, and country of origin. The judgment and perspectives offered by a diverse board of directors improves the quality of decision making and enhances the Company’s business performance. Such diversity can help the Board respond more effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders.

 

 

LOGO     17  


Table of Contents

CORPORATE GOVERNANCE

 

 

Candidate Recommendations

 

The Governance Committee will consider director candidates recommended by shareholders. The Governance Committee will review the qualifications and experience of each recommended candidate using the same criteria for candidates proposed by

Board members, and communicate its decision to the candidate or the person who made the recommendation. Shareholder nominations must be submitted to the Company by the deadlines found on page 101 of this Proxy Statement.

 

 

 

LOGO

Board Committees

 

Your Board of Directors has six standing Committees: Audit, Compensation, Executive, Finance, Governance, and Risk and Cybersecurity. The key responsibilities, recent activities, and focus areas of each Committee, together with their current membership and the number of meetings held in 2019, are set forth on pages 19 to 21 of this Proxy Statement. Each Committee Chair meets regularly with management during the year to discuss

Committee business, shape agendas, and facilitate efficient meetings. The Chairman, Ms. Barra, 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, Finance, Governance, and Risk and Cybersecurity Committees is independent according to NYSE listing standards and our Corporate Governance Guidelines.

 

 

u  

Board and Committee Meetings and Attendance

 

In 2019, your Board held eight meetings, and average director attendance at Board and Committee meetings was 97%. Each director standing for re-election attended at least 81% of the total meetings of the Board and Committees on which he or she

served in 2019. Directors are encouraged to attend our Annual Meeting of Shareholders, which is held in conjunction with a regularly scheduled Board meeting. All directors then in office attended the 2019 Annual Meeting.

 

 

u  

Executive Sessions

 

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

During executive sessions of the Board, the independent directors may review CEO performance, compensation, and succession planning; strategy;

key enterprise risks; future Board agendas and the 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, all of whom are independent, met in executive session six times in 2019.

 

 

u  

Access to Outside Advisors

 

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

 

 

18  

LOGO


Table of Contents

CORPORATE GOVERNANCE

 

 

AUDIT          EXECUTIVE COMPENSATION

 

LOGO

Thomas M. Schoewe,

Chair

 

Members: Thomas M. Schoewe (Chair), Wesley G. Bush, Linda R. Gooden, Jane L. Mendillo, and Judith A. Miscik

 

Meetings held in 2019: 6

   

 

LOGO

Carol M. Stephenson,

Chair

 

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

 

 

Meetings held in 2019: 5

 

Key Responsibilities

u  Monitors the effectiveness of GM’s financial reporting processes and systems and disclosure and internal controls;

u  Selects and engages GM’s external auditors and reviews and evaluates the audit process;

u  Reviews and evaluates the scope and performance of the internal audit function;

u  Facilitates ongoing communications about GM’s financial position and affairs between the Board and the external auditors, GM’s financial and senior management, and GM’s internal audit staff;

u  Reviews GM’s policies and procedures regarding ethics and compliance; and

u  Oversees the preparation of the Audit Committee Report and related disclosures for the annual Proxy Statement.

 

The Board has determined that all members of the Audit Committee meet heightened independence and qualification criteria and are financially literate in accordance with the NYSE Corporate Governance Standards and SEC rules, and that Mr. Bush, Ms. Gooden, Ms. Mendillo, and Mr. Schoewe are each qualified as an “audit committee financial expert” as defined by the SEC.

 

Recent Activities and Key Focus Areas

u  Oversaw the implementation of a suite of new systems and system architectures designed to enhance the Company’s close, consolidation, planning, and reporting processes

u  Reviewed the financial impacts and disclosures relating to the 2019 labor disruption and GM’s continued transformational cost savings actions

u  Reviewed the expected impact on GM Financial of the adoption of a new accounting standard relating to the recognition of expected credit losses

   

 

Key Responsibilities

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

u  Reviews and approves corporate goals and objectives for compensation, 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  Reviews compensation policies and practices so that the plans do not encourage unnecessary or excessive risks; and

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

 

The Board has determined that all members of the Compensation Committee meet heightened independence and qualification criteria in accordance with NYSE listing standards and SEC rules. The Compensation Committee’s charter permits the Committee to delegate its authority to members of management and also form and delegate authority to subcommittees consisting of one or more members when it deems it appropriate.

 

Recent Activities and Key Focus Areas

u  Conducted a competitive process for the selection of the Company’s new compensation consultant, Frederic W. Cook & Co.

u  Performed an in-depth review and analysis of GM’s incentive compensation plans, adding performance caps to GM’s LTIP in order to further align interests with those of our shareholders

 

LOGO     19  


Table of Contents

CORPORATE GOVERNANCE

 

 

FINANCE

 

        

GOVERNANCE AND

CORPORATE RESPONSIBILITY

 

LOGO

 

Joseph Jimenez,

Chair

 

Members: Joseph Jimenez (Chair), Wesley G. Bush, Jane L. Mendillo, Patricia F. Russo, and Thomas M. Schoewe

 

Meetings held in 2019: 4

   

 

LOGO

 

Patricia F. Russo,

Chair

 

Members: Patricia F. Russo (Chair), Jane L. Mendillo, Theodore Solso, and Carol M. Stephenson

 

 

Meetings held in 2019: 4

 

Key Responsibilities

u  Reviews financial policies, strategies, and capital structure;

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

u  Reviews any significant financial exposures and risks, 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 pension obligations.

 

Recent Activities and Key Focus Areas

u  Oversaw $1.2 billion fundraising effort by Cruise, including a $0.7 billion investment by GM

u  Monitored efforts to create structural cost savings and increased focus on cash flow

u  Monitored GM’s disciplined Capital Allocation Strategy, particularly in response to the 2019 labor disruption

   

 

Key Responsibilities

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

u  Monitors Company policies and strategies related to corporate responsibility, sustainability, and political contributions and lobbying activities;

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

u  Monitors 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.

 

Recent Activities and Key Focus Areas

u  Guided management through the adoption of the Company’s first virtual annual meeting

u  Reviewed the Company’s ESG strategy, with a broader focus on corporate purpose and culture and how those attributes align with the Company’s corporate strategy

u  Approved amendments to the General Motors Deferred Compensation Plan for Non-Employee Directors to align with changed practices and changes in tax law

u  Revised process for Board and Committee evaluations to improve the quality of feedback and enhance transparency to shareholders

 

20  

LOGO


Table of Contents

CORPORATE GOVERNANCE

 

 

RISK AND CYBERSECURITY          EXECUTIVE

 

LOGO

 

Linda R. Gooden,

Chair

 

Members: Linda R. Gooden (Chair), Joseph Jimenez, Judith A. Miscik, Thomas M. Schoewe, and Devin Wenig

 

Meetings held in 2019: 4

   

 

LOGO

 

Mary T. Barra,

Chair

 

Members: Mary T. Barra (Chair), Theodore Solso, Linda R. Gooden, Joseph Jimenez, Patricia F. Russo, Thomas M. Schoewe, and Carol M. Stephenson

 

Meetings held in 2019: 0

 

Key Responsibilities

u  Reviews the Company’s key strategic, enterprise, and cybersecurity risks;

u  Reviews privacy risk, including potential impact to the Company’s employees, customers, and stakeholders;

u  Reviews the Company’s risk management framework and management’s implementation of risk policies, procedures, and governance to assess their effectiveness;

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; and

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

 

Recent Activities and Key Focus Areas

u  Reviewed the results of the annual enterprise risk assessment, including the relationships between the 2020 enterprise risks and those risks that were more likely to influence or trigger others

u  Monitored compliance with California Consumer Privacy Act

u  Reviewed GM’s information security program, which seeks to secure a complex, global IT ecosystem that collectively support’s GM’s global environment

   

 

Your Board has an Executive Committee composed of the Chairman and CEO, the Independent Lead Director, and the Chairs of all other standing Committees. The Executive Committee is chaired by Ms. Barra, and it can act on certain limited matters for the full Board in intervals between meetings of the Board. The Executive Committee meets as necessary, and all actions by the Executive Committee are reported and ratified at the next succeeding Board meeting.

 

LOGO     21  


Table of Contents

CORPORATE GOVERNANCE

 

 

Board and Committee Oversight of Risk

 

u  

Role of the Board of Directors

 

The Board of Directors has overall responsibility for risk oversight and focuses on the most significant risks facing the Company. The Board discharges its risk oversight responsibilities, in part, through delegation to its Committees. The Company’s risk governance is facilitated through a top-down and bottom-up communication structure, with the tone established at the top by Ms. Barra, our Chairman and CEO, who is also our Chief Risk Officer, and other

members of management, specifically the Senior Leadership Team. The Senior Leadership Team also utilizes our Risk Advisory Council, an executive-level body with delegates from each business unit and function, to discuss and monitor the most significant enterprise risks in a cross-functional setting. They are tasked with championing risk management practices and integrating them into their functional or regional business units.

 

 

Top-Down and Bottom-Up Risk Oversight Communication Structure

 

LOGO

LOGO

 

 

22  

LOGO


Table of Contents

CORPORATE GOVERNANCE

 

 

u  

Role of the Board Committees

 

Each of the Board’s Committees has a critical role to play in the overall execution of the Board’s risk oversight duties. The Board delegates oversight for certain risks to each Committee based on the risk categories relevant to the subject matter of the Committee. The Chair of the Risk and Cybersecurity Committee coordinates with the Chairs of the other Committees to support them in managing the relationship between risk management

policies and practices and their respective oversight responsibilities. The Risk and Cybersecurity Committee also assists the Board by monitoring the overall effectiveness of the Company’s risk management framework and processes. Below is a summary of the key risk oversight responsibilities that the Board has delegated to the Committees.

 

 

RISK AND
CYBERSECURITY
        

AUDIT

 

        

FINANCE

 

u  Oversees risks related to the Company’s key strategic, enterprise, and cybersecurity risks, including workplace and product safety and privacy

   

u  Oversees risks related to financial reporting, internal controls, or auditing matters

 

u  Oversees risk related to legal, regulatory, and compliance programs

   

u  Oversees significant financial exposures and contingent liabilities of the Company

 

u  Oversees regulatory compliance of employee defined benefits plans

 

  GOVERNANCE AND CORPORATE  

  RESPONSIBILITY  

        

EXECUTIVE COMPENSATION

 

u  Oversees risks related to public policy and political activities

 

u  Oversees risks related to director independence and related party transactions

 

u  Oversees risks related to the sustainability of our operations and products

   

u  Oversees risks related to executive and employee compensation plans, including by designing compensation plans that promote prudent risk management

 

u  

Annual Risk Assessment

 

The Company’s Strategic Risk Management team conducts an annual risk assessment designed to prioritize GM’s most significant enterprise risks. The Risk and Cybersecurity Committee reviews this assessment and helps management focus on and select the key

risks that should be brought to the Board and the other Committees. Below are certain of the key enterprise risks that the Board and management have identified for 2020.

 

 

 

Talent

       

 

Customer
Experience

       

 

Supply Chain Disruptions

       

 

Privacy

       

 

Manufacturing Disruptions

    

               
Workplace Safety
and Health
   

 

Vehicle Safety

    Shifting Trade and Government
Policies
   

 

Economic Fluctuations

   

 

Cybersecurity

 

LOGO     23  


Table of Contents

CORPORATE GOVERNANCE

 

 

SPOTLIGHT:

    

   

CYBERSECURITY AND PRIVACY

RISK OVERSIGHT

 

    

 

CLIMATE CHANGE

RISK OVERSIGHT

The Risk and Cybersecurity Committee works closely with management and the other Committees to manage GM’s cybersecurity and data privacy risks.

 

Cybersecurity

 

At each meeting, the Risk and Cybersecurity Committee reviews management’s Cybersecurity Risk Scorecard, which measures the maturity of GM’s domain security programs, and discusses various cybersecurity topics. The Risk and Cybersecurity Committee also receives intelligence briefings on notable cyber events impacting the industry. The briefings summarize the vulnerabilities that led to the event, provide insight into what happened, and highlight learnings that GM can leverage in the future.

 

GM’s Global Cybersecurity organization is a virtual alignment of cybersecurity domains across functions and business units that enables the Company to leverage both business and technical experts to accelerate the development and execution of security solutions. In recent years, GM has invested heavily in cybersecurity, including through the hiring of nearly 500 employees. These employees have diverse skillsets and include pen-testers, cryptologists, mathematicians, data analysts, program managers, and “true hackers.”

 

Privacy

 

In recent years, GM’s Strategic Risk Management team determined that privacy risks were increasing in significance due to the enactment of new and more stringent U.S. and global regulations on the use and protection of personal information. Accordingly, the Risk and Cybersecurity Committee has taken steps to continue to enhance its oversight on GM’s data privacy policies and practices. The Committee’s charter makes it clear that the Committee is responsible for overseeing GM’s privacy risks relating to the Company’s employees, customers, and stakeholders. The Committee also devotes portions of its meetings to discuss critical privacy issues with management, including GM’s processes and policies designed to ensure compliance with the California Consumer Privacy Act.

   

GM takes the challenge of climate change seriously and recognizes the role of the transportation sector in contributing to global greenhouse gas emissions.

 

Governance

 

The Board is committed to overseeing the Company’s integration of ESG principles throughout the enterprise. GM is fortunate that several of its Board members have extensive business experience in managing ESG- and climate-related issues, such as transitioning from high- to low-carbon-emitting technologies and managing environmental impacts within the supply chain.

 

The Board has been actively involved in shaping GM’s EV strategy, which has led to the development of our third-generation global EV platform powered by our proprietary Ultium battery system. This highly flexible platform will support vehicles ranging from affordable cars and crossovers to luxury SUVs and pickup trucks, effectively competing for nearly every customer in the market.

 

Risk Management and Scenario Planning

 

Climate change has been incorporated into GM’s enterprise risk management process. This designation ensures that these issues are at the forefront of daily decision making and that we manage them at the highest levels of the organization. As an example, a cross-functional climate change workshop helped us assess the risks, challenges, and opportunities associated with various two-degree warming scenarios. The workshop consisted of a three-step process including exploring uncertainties and defining success in the future world; answering questions to shape each scenario; and performing an analysis to determine what GM should be doing now to influence its future. This exercise helped clarify risks but also highlighted opportunities. Above all, it underscored the reality that the need to limit global warming is influencing consumer choices and brand perception today.

 

24  

LOGO


Table of Contents

CORPORATE GOVERNANCE

 

 

Your Board’s Governance Policies and Practices

 

u  

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. This Code of Conduct forms the foundation for compliance with corporate policies and procedures and creates a Company-wide focus on uncompromising integrity in every aspect of our operations. It 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 our Code of Conduct.

 

 

u  

Corporate Governance Guidelines

 

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, please see “Shareholder Protections and Governance Best Practices” on page 28 of this Proxy Statement.

 

 

u  

CEO Succession Planning

 

Our Independent Lead Director oversees the CEO succession planning process 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.

 

 

u  

Board and Committee Evaluations

 

The Governance Committee periodically reviews the form and process for Board and Committee self-evaluations. In 2019, following extensive benchmarking, engagement with shareholders, interviewing third-party facilitators, and internal

discussion, the Board approved, based on the recommendation of the Governance Committee, changes to its self-evaluation process. Beginning in 2020, the Board and its Committees will observe the following self-evaluation process:

 

 

 

LOGO

Throughout the process, directors have ample opportunity to provide feedback on individual director performance.

 

LOGO     25  


Table of Contents

CORPORATE GOVERNANCE

 

 

The Board is committed to incorporating feedback from its self-evaluations. Recent examples of changes to practice, include:

 

   

Conducting bi-annual “Next Generation Lunches” with emerging leaders of the Company to assess talent and cultural change.

 

   

Meeting with dealers to understand concerns and strategize about opportunities to create a better customer experience.

 

   

Combining the Risk and Cybersecurity Committees to create more efficient meeting cycles and allow for broader discussions about risk management.

 

   

Enhancing pre-read and meeting presentation materials to allow for more discussion during meetings.

 

   

Changing the Board’s Self-Evaluation Process to make it more efficient and collaborative.

 

u  

Annual Evaluation of CEO

 

Each year, the Board reviews the CEO’s performance against her annual strategic goals. The non-management directors, meeting separately in executive session, annually conduct a formal evaluation of the CEO, which is communicated to the CEO by the Independent Lead Director. 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 “Executive Compensation” on page 52 of this Proxy Statement.

 

 

u  

Director Orientation and Continuing Education

 

All new directors participate in the Company’s director orientation program. 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; corporate governance practices; and other key policies and practices.

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

 

 

 

LOGO

 

u  

Director Service on Other Public Company Boards

 

The Board recognizes that service on other public company boards provides directors valuable 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, Independent Lead Director, or Chair of the Governance Committee in advance of accepting

 

 

26  

LOGO


Table of Contents

CORPORATE GOVERNANCE

 

 

an invitation to serve on another board of directors or any audit committee of another public company board. This allows the Governance Committee 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, could 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).

 

u  

No member of the Audit Committee may serve on more than two other public company audit committees.

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. All directors and senior members of management are in compliance with this policy.

 

 

u  

Compensation Committee Interlocks and Insider Participation

 

Mses. Stephenson and Russo and Messrs. Bush, Jimenez, and Mulva (until May 2019) served on the Compensation Committee in 2019. 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.

 

 

Shareholder Engagement

 

Members of the Board and senior management routinely engage with shareholders and stakeholders. These engagements help the Board and management gain feedback on a variety of topics, including strategic and financial performance, operations, products, executive compensation, and Board composition and leadership structure, as well as on important environmental and social issues. The constructive insights, experiences, and ideas exchanged during these engagements have helped your Board evaluate and assess key initiatives during the Company’s ongoing transition to an all-electric future.

In 2019, members of the Board and senior management engaged with shareholders representing approximately 50 percent of GM’s outstanding shares of common stock. Recent engagements have included:

 

  u  

Presentations by two of our largest shareholders at a Board meeting;

 

  u  

Capital Markets Day and EV Week; and

 

  u  

Shareholder visits to our Battery Lab and EV assembly plant.

See page 40 of this Proxy Statement for feedback and actions taken related to GM’s Executive Compensation program.

 

 

 

LOGO

 

LOGO     27  


Table of Contents

CORPORATE GOVERNANCE

 

 

Shareholder Protections and Governance Best Practices

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

 

 

LOGO

 

u  

Corporate Political Contributions and Lobbying Expenditures

 

We participate in the political process to help shape public policy and address legislation that impacts GM, our industry, and our shareholders and other stakeholders. GM has supported and will continue to support public policies that drive the achievement of our long-term, sustainable growth. To guide our activities, the Board has adopted a U.S. Corporate Political Contributions and Expenditures Policy (“Political Contributions Policy”).

The Governance Committee oversees the Political Contributions Policy and annually reviews the Company’s engagement in the public policy process.

The Governance Committee also annually reviews all corporate political contributions, reviews GM Political Action Committee contributions and expenditures (which are funded entirely by voluntary employee contributions) and the process by which they are made and receives multiple updates each year regarding the Company’s lobbying expenditures. The Board also receives a monthly report on the most pressing public policy issues. It uses this report to continuously assess which issues are important to the Company’s long-term interests and which organizations the Company is working with to advance those interests.

 

 

28  

LOGO


Table of Contents

CORPORATE GOVERNANCE

 

 

LOGO

Certain Relationships and Related Party Transactions

 

Our Code of Conduct 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” (the “Related Party Transactions Policy”). 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. If any member of the Governance Committee has a potential interest in any related party transaction, such member will recuse himself or

herself and abstain from voting on the approval or ratification of the related party transaction.

For purposes of our Related Party Transactions Policy, a related party transaction includes transactions in which our Company (or a subsidiary), 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. As required under SEC rules, we disclose all related party transactions annually in our Proxy Statement.

 

 

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.

In 2019, the son of Craig Glidden, employed by Cruise as a Manager, Reliability and Lifecycle Planning, had a salary and bonus in excess of $120,000; and two holders of 5% or more of the Company’s common stock – BlackRock and Vanguard – provided investment management services to Company-sponsored pension plans.

 

LOGO     29  


Table of Contents

 

SPOTLIGHT ON KEY ESG INITIATIVES

Environmental & Sustainability Highlights

 

 

LOGO

 

30  

LOGO


Table of Contents

SPOTLIGHT ON KEY ESG INITIATIVES

 

 

Creating a Workplace of Choice

Our work is personal and tied to a greater mission - and that’s to move humanity forward. We know we have the capability, talent, and the technology to realize a safer, better, more sustainable world for everyone, which starts and ends with our workforce. To remain competitive, GM must continue to attract and retain the brightest talent around the world. We are working hard to build an inclusive and unified workforce – a true Workplace of Choice. Today, we compete for talent against not just other automotive companies, but, increasingly, sophisticated technology companies. We strive to build our workforce across various key dimensions, including teamwork, fairness, trust, growth, commitment, recognition, and impact.

 

u  

Key Workforce Priorities

 

  u

Talent Acquisition: Hiring and retaining top talent.

 

  u

Talent Engagement: Creating a positive work environment and a place where employees feel inspired to do their best work and feel valued for doing it.

 

  u

Talent Development: Increasing the number and variety of career resources available to employees.

 

  u

Wellness and Benefits: Providing benefits that help employees balance their jobs with other aspects of their lives: a living wage; quality health care; 401K plans with matching programs; paid time off for vacations, illness, parental, and military leave; health and well-being programs; and a focus on accomplishing work-related tasks rather than spending a certain number of hours in the office.

 

  u

Labor Relations: Respecting our employees’ right to freedom of association in all countries and complying with our obligation to satisfy all local labor laws and regulations.

 

u  

Diversity and Inclusion

An integral part of GM’s mission to build a Workplace of Choice is creating an inclusive culture that welcomes and celebrates diversity. Our path to innovation starts and ends with our employees, who are fundamental to the vibrancy and success of our company. Everything we accomplish depends on their abilities and engagement. This is why we have established employee development programs that address both individual and business needs, as well as effective recruitment programs that reach out to diverse populations. In particular, GM has long been a global leader in advocating for women’s equality in the workplace, with women in approximately 34 percent of our top management positions. GM is currently the only company among the Fortune 20 that has both a female CEO and CFO.

 

 

LOGO

 

LOGO     31  


Table of Contents

SPOTLIGHT ON KEY ESG INITIATIVES

 

 

Responsible Sourcing

At GM, we recognize that our impact goes beyond our walls to include our entire value chain, of which suppliers make up a significant part. As a result, we seek to partner with suppliers who share our purpose and values.

 

u  

Holding Our Suppliers Accountable

Our Supplier Code of Conduct and supplier contracts set forth expectations for ethical social, business, and environmental practices; and our major suppliers must certify compliance. Beyond our Supplier Code of Conduct, we outline our expectations for supplier conduct in purchase contract terms and conditions. These clearly state our prohibition against any use of child labor or any other form of forced or involuntary labor, abusive treatment of employees, or corrupt business practices in the supplying of goods and services to us. Furthermore, our contracts lay out expectations for lawful compliance with data protection and privacy; wages; hours and conditions of employment; subcontractor selection; anti-discrimination; occupational health/safety, and motor vehicle safety. By choosing to do business with GM, our suppliers accept our terms and conditions, and for our largest suppliers we also expect that they certify compliance with laws in the provisions of our contract. Additionally, we provide our suppliers with access to the same communication tools—the AwareLine, Speak Up For Safety, Global Response Incident Reporting and others—that our own employees use to raise concerns. We also hold various webinars and provide external training to improve supplier operations, primarily in the areas of environmental management, workplace conditions, ethics, and human rights.

 

 

LOGO

 

32  

LOGO


Table of Contents

 

SECURITY OWNERSHIP INFORMATION

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

The following table and accompanying footnotes show information regarding the beneficial ownership of GM’s issued and outstanding common stock by (i) each of our directors and NEOs, and all directors and executive officers as a group, each as of April 1, 2020, and (ii) each person known by us to beneficially own more than 5% of the issued and outstanding common stock as of the dates indicated in the footnotes. All directors and executive officers have sole voting and dispositive power over the shares. The Percentage of Outstanding Shares is based on 1,432,276,664 shares issued and outstanding as of April 1, 2020.

 

     
Name    Shares of Common
Stock Beneficially
Owned
      

Percentage of

Outstanding
Shares

 

Non-Employee Directors (1)

                   

Wesley G. Bush

     10,000 (2)         *  

Linda R. Gooden

     1,000 (2)         *  

Joseph Jimenez

     32,330 (2)         *  

Jane L. Mendillo

     4,560 (2)         *  

Judith A. Miscik

     (2)         *  

Patricia F. Russo

     12,300 (2)         *  

Thomas M. Schoewe

     22,005 (2)         *  

Theodore M. Solso

     6,561 (2)         *  

Carol M. Stephenson

     800 (2)         *  

Devin N. Wenig

     (2)         *  

Named Executive Officers (1)

                   

Mary T. Barra

     4,996,409 (3)         *  

Dhivya Suryadevara

     305,733 (3)         *  

Mark L. Reuss

     792,865 (3)         *  

Alan S. Batey (4)

     556,701 (3)         *  

Barry L. Engle II

     432,218 (3)         *  

Craig B. Glidden

     634,134 (3)         *  

All Directors and Executive Officers as a Group (21 persons, including the foregoing)

     9,303,394 (3)         *  

Certain Other Beneficial Owners (5)

                   

The Vanguard Group (6)

     102,990,145          7.2%  

UAW Retiree Medical Benefits Trust (7)

     100,150,000          7.0%  

BlackRock, Inc. (8)**

     99,328,603          6.9%  

Capital World Investors (9)**

     94,227,194          6.6%  

Berkshire Hathaway Inc. (10)

     75,000,000          5.2%  

 

*

Less than 1%.

 

**

The Vanguard Group and BlackRock, Inc., provide investment management services to Company-sponsored pension plans. The total amount of the fees will fluctuate based on allocation decisions made by the applicable fiduciary.

 

LOGO     33  


Table of Contents

SECURITY OWNERSHIP INFORMATION

 

 

(1)

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

 

(2)

These amounts represent common stock only and do not include DSUs, which are unit equivalents of our common stock, under the Director Compensation Plan described on page 11 of this Proxy Statement. Directors hold the following number of DSUs: 7,131 DSUs for Mr. Bush; 21,510 DSUs for Ms. Gooden; 39,319 DSUs for Mr. Jimenez; 29,529 DSUs for Ms. Mendillo; 4,980 DSUs for Ms. Miscik; 42,851 DSUs for Ms. Russo; 35,147 DSUs for Mr. Schoewe; 87,951 DSUs for Mr. Solso; 67,898 DSUs for Ms. Stephenson; and 13,961 DSUs for Mr. Wenig.

 

(3)

These amounts include shares that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of April 1, 2020, as follows: 3,688,080 shares for Ms. Barra; 279,195 shares for Ms. Suryadevara; 504,113 shares for Mr. Reuss; 408,575 shares for Mr. Batey; 311,510 shares for Mr. Engle; and 442,990 shares for Mr. Glidden.

 

(4)

Mr. Batey retired from the Company effective March 1, 2020.

 

(5)

The Company is permitted to rely on the information reported by each beneficial owner in filings with the SEC 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.

 

(6)

Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 12, 2020, The Vanguard Group reported that it and its subsidiaries listed on Appendix A of Schedule 13G/A were the beneficial owners of 102,990,145 shares of GM’s outstanding common stock as of December 31, 2019. As of December 31, 2019, The Vanguard Group had the sole power to vote 1,881,783 shares; the sole power to dispose of 100,923,202 shares; the shared power to vote 356,496 shares; and the shared power to dispose of 2,066,943 shares. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

 

(7)

Based solely on information set forth in a Schedule 13G/A filed with the SEC on August 22, 2019, the UAW Retiree Medical Benefits Trust, as advised by its fiduciary and investment advisor Brock Fiduciary Services LLC, and a Schedule 13G/A filed with the SEC on August 22, 2019, by Brock Capital Group LLC and Brock Fiduciary Services LLC, as of December 31, 2018, the UAW Retiree Medical Benefits Trust had shared voting and dispositive power of 100,150,000 shares of GM’s outstanding common stock. No sole voting and dispositive powers were reported. The address for the UAW Retiree Medical Benefits Trust is 200 Walker Street, Detroit, Michigan 48207.

 

    

Pursuant to the Stockholders Agreement dated October 15, 2009, between the Company and the UAW Retiree Medical Benefits Trust, the 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 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.

 

(8)

Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 5, 2020, Blackrock, Inc., reported that it and its subsidiaries listed on Exhibit A to Schedule 13G/A were the beneficial owners of 99,328,603 shares of GM’s outstanding common stock as of December 31, 2019. BlackRock reported having sole voting power for 87,229,425 shares and sole dispositive power of 99,328,603 shares. No shared voting or dispositive powers were reported. The address for BlackRock, Inc., is 55 East 52nd Street, New York, New York 10055.

 

(9)

Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2020, Capital World Investors reported that it is the beneficial owner of 94,227,194 shares of GM’s outstanding common stock as of December 31, 2019. Capital World Investors reported having sole voting power for 94,222,494 shares and sole dispositive power of 94,227,194 shares. No shared voting or dispositive powers were reported. Capital World Investors divisions of Capital Research and Management Company and Capital International Limited collectively provide investment management services under the name Capital World Investors. The address for Capital World Investors is 333 South Hope Street, Los Angeles, California 90071.

 

(10)

Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2020, Warren E. Buffett and Berkshire Hathaway Inc. and its subsidiaries listed on Exhibit A to Schedule 13G/A reported being the beneficial owners of 75,000,000 shares of GM’s outstanding common stock as of December 31, 2019, over which they had shared voting and dispositive power. No sole voting or dispositive power was reported. The address for Berkshire Hathaway Inc. is 3555 Farnam Street, Omaha, Nebraska 68131.

 

34  

LOGO


Table of Contents

 

AUDIT COMMITTEE REPORT

The Audit Committee (the “Committee”) of the Board of Directors of General Motors Company is a standing committee composed of five directors: Thomas M. Schoewe (Chair), Wesley G. Bush, Linda R. Gooden, Jane L. Mendillo, and Judith A. Miscik.

 

LOGO

LOGO

 

 

Purpose

 

The Committee’s core purpose is to assist the Board by providing oversight of:

 

  u  

The quality and integrity of GM’s financial statements;

 

  u  

GM’s compliance with legal and regulatory requirements; and

 

  u  

The qualifications and independence of GM’s external auditors and the performance of GM’s internal audit staff and external auditors.

The Committee operates under a written charter adopted by the Committee and approved by the Board of Directors. The Committee’s charter is posted on our website at investor.gm.com/resources. The Committee’s charter is reviewed at least annually and updated as necessary to address changes in

regulatory requirements, authoritative guidance, evolving oversight practices, and shareholder feedback.

Management is responsible for the Company’s internal controls and the financial reporting process and has delivered its opinion on the effectiveness of the Company’s controls. EY is responsible for performing an independent audit of the Company’s consolidated financial statements and opining on the effectiveness of those controls in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing its reports thereon. As provided in its charter, the Committee’s responsibilities include monitoring and overseeing these processes.

 

 

Required Disclosures

 

In 2019, the Committee met six times and fulfilled all of its core charter obligations. Consistent with its charter responsibilities, the Committee met and held discussions with management and EY regarding the Company’s audited financial statements and internal controls for the year ended December 31, 2019. In this context, management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Committee reviewed and discussed the consolidated financial statements with management and EY and further discussed with EY the matters required to be discussed by the standards of the PCAOB.

EY also provided to the Committee the written disclosures and the letter required by the applicable requirements of the PCAOB concerning independence, and the Committee discussed with EY the auditor’s independence. The Committee also considered and determined that the provision of non-audit services to GM is compatible with maintaining EY’s independence. The Committee concluded that EY was independent from the Company and management.

 

 

LOGO     35  


Table of Contents

AUDIT COMMITTEE REPORT

 

 

Recommendation

 

Based upon the Committee’s discussions with management and EY as described in this report and the Committee’s review of the representation of management and the reports of EY to the Committee, the Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the U.S. Securities and Exchange Commission on February 5, 2020.

Audit Committee

Thomas M. Schoewe (Chair)

Wesley G. Bush

Linda R. Gooden

Jane L. Mendillo

Judith A. Miscik

The preceding Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement or any portion hereof into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed thereunder.

 

 

36  

LOGO


Table of Contents

 

EXECUTIVE COMPENSATION

 

 

LOGO

 

Compensation Discussion and Analysis (CD&A)   
Compensation Overview      38  
Compensation Principles      45  
Compensation Elements      45  
Performance Measures      47  
Performance Results and Compensation Decisions      50  
Compensation Policies and Governance Practices      58  
Compensation Committee Report      61  
Executive Compensation Tables   
Summary Compensation Table      62  
Grants of Plan-Based Awards      65  
Outstanding Equity Awards at Fiscal Year-End      66  
Option Exercises and Stock Vested      67  
Pension Benefits      67  
Nonqualified Deferred Compensation Plan      69  
Potential Payments Upon Termination      70  
 

 

 

LOGO

 

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  LOGO

EV

    Electric Vehicle

GICS

    Global Industry Classification Standard

LTIP

    Long-Term Incentive Plan

NEO

    Named Executive Officer

NQ

    Nonqualified

OEM

    Original Equipment Manufacturer

PSU

    Performance Share Unit

ROIC

    Return on Invested Capital

RSA

    Restricted Stock Award

RSU

    Restricted Stock Unit

STIP

    Short-Term Incentive Plan

TSR

    Total Shareholder Return

WACC

    Weighted Average Cost of Capital
 

 

 

LOGO

 

     

 

Mary T. Barra

 

 

LOGO

  

 

Chairman and Chief Executive Officer

 

Dhivya Suryadevara

 

 

LOGO

  

 

Executive Vice President and Chief Financial Officer

 

Mark L. Reuss

 

 

LOGO

  

 

President

 

Barry L. Engle II

 

 

LOGO

  

 

Executive Vice President and President, North America

 

Craig B. Glidden

 

 

LOGO

  

 

Executive Vice President and General Counsel

 

Alan S. Batey

 

 

LOGO

  

 

Advisor and Former Executive Vice President and President, North America

Positions as of December 31, 2019.

 

LOGO     37  


Table of Contents

EXECUTIVE COMPENSATION

 

 

 

Compensation Overview

 

  u  

Our Company Performance

In 2019, we continued to move towards a world with zero crashes, zero emissions, and zero congestion. The results below demonstrate how we continue to strengthen the core automotive business, invest in future products, and define the future of personal mobility.

 

LOGO         

 

 

LOGO

 

  

 

Strong underlying business performance of $137.2 billion in revenue and $2.2 billion returned to shareholders through dividends, while launching and refreshing 27 vehicles globally

 

     We ended 2019
with the following
key financial results(1):

 

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

 

LOGO

(1) The financial information
relates to our continuing
operations.

(2) These are non-GAAP
financial measures. Refer to
Appendix A for a
reconciliation of EBIT-
adjusted, EBIT-adjusted
margin, ROIC-adjusted, and
EPS-diluted-adjusted to
their closest comparable
GAAP measure.

 

 

LOGO

 

  

 

Sold more full-size and mid-size trucks combined in the U.S. than any other competitor every year for the past six years

 

  

 

 

LOGO

 

  

 

Delivered record average transaction prices in the U.S. of $36,844 for 2019, above the industry average

 

  

 

 

LOGO

 

  

 

GM Financial generated record-breaking earnings before tax of $2.1 billion and paid $400 million in dividends to GM

 

  

 

 

LOGO

 

  

 

Unveiled all-new full-size SUVs including the 2021 Chevrolet Tahoe and Suburban, 2021 GMC Yukon and Yukon XL, and 2021 Cadillac Escalade

 

  

 

 

LOGO

 

  

 

Introduced the first-ever mid-engine Corvette earning 2020 North American Car of the Year and Motor Trend Car of the Year

 

  

 

 

LOGO

 

  

 

Sold more than 1 million crossovers for the second year in a row in the U.S., a 12.7% increase from 2018

 

  

 

 

LOGO

 

  

 

Achieved best-ever sales in 2019 for the Chevrolet Traverse, and GM’s best-selling crossover, the Chevrolet Equinox

 

  

 

LOGO

 

  

 

Unveiled the 2020 Buick Encore GX, expanding the brand’s premium SUV family

 

  

 

 

LOGO

 

  

 

Best GMC Denali year ever, with 30% penetration rate. GMC is completing its pioneering move into the premium off-road space by making AT4 available across its entire retail lineup in 2020

 

  

 

 

LOGO

 

  

 

Achieved best-ever global sales in Cadillac’s 113-year history, led by its crossover portfolio including the XT4, XT5, and all-new XT6

 

  

 

LOGO

 

  

 

Unveiled new fleet telematics solution, OnStar Vehicle Insights LOGO

 

  

 

 

 

 

LOGO

 

  

 

Secured additional investment of $1.15 billion from a group comprised of institutional investors, including funds and accounts advised by T. Rowe Price Associates, Inc., and existing partners GM, SoftBank Vision Fund, and Honda, valuing the company at $19 billion

 

  

 

 

LOGO

 

  

 

Enabled access to numerous charging ports through collaborations with EVgo, ChargePoint, and Greenlots, the largest collective EV charging network in the U.S.  LOGO

 

  

 

 

LOGO

 

  

 

Announced joint venture with LG Chem to build a plant to mass-produce battery cells for an all-electric future LOGO

 

  

 

 

LOGO

 

  

 

Announced a collaboration with Bechtel to build a public facing EV fast-charging infrastructure in the U.S. LOGO

 

  

 


 

38  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

 

  u  

Leadership Changes

The Company made the following leadership changes:

Mark L. Reuss – Named President on January 3, 2019. On April 1, 2019, Mr. Reuss assumed the additional responsibility of leading all global markets.

Barry L. Engle II – Named Executive Vice President and President, The Americas, on April 1, 2019, and subsequently named Executive Vice President and President, North America, on November 1, 2019, to focus solely on the North American market and key vehicle launches.

Alan S. Batey – Transitioned to an advisory role effective April 1, 2019, after serving as Executive Vice President and President, North America, since January 15, 2014; retired from the Company effective March 1, 2020.

 

  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   

Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant

ü   

Require stock ownership for all senior leaders

ü   

Engage with shareholders and other stakeholders on various topics with members of management and directors, including our Compensation Committee and our Independent Lead Director

ü   

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

ü   

Maintain an Insider Trading Policy requiring directors, executive officers, and all other senior leaders to trade only during established window periods after receiving preclearance from the GM Legal Staff

ü   

Require equity awards to have double trigger (change in control and termination of employment) vesting provisions

ü   

Complete an annual incentive compensation risk review

ü   

Require short-term cash and long-term equity awards for all executive officers to be subject to clawback and cancellation provisions

ü   

Conduct an annual audit of senior executive expenses and perquisites

    

  
 
WHAT WE DON’T DO

×

  

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

×

  

Pay above-market interest on deferred compensation

×

  

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

×

  

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

×

  

Allow the repricing or backdating of equity awards

 


 

LOGO     39  


Table of Contents

EXECUTIVE COMPENSATION

 

 

 

  u  

Shareholder Engagement

The Company annually seeks feedback through engagement with shareholders and we continued this process in 2019. We view shareholder engagement as an important and continuous process. In 2019, members of the Board and senior management engaged with shareholders representing approximately 50% of GM’s outstanding shares of common stock on various topics, including executive compensation.

Through these engagements, we received feedback in support of executive compensation programs and, in particular, the Compensation Committee’s decision to further drive accountability and reinforce our safety culture and ESG results. These discussions, Say-on-Pay voting results, and alignment to the Company vision and strategic goals, are key drivers in our ongoing assessment of our current and future programs. As executive compensation programs evolve, the Board remains committed to continuing the dialogue with shareholders regarding our compensation philosophy and practices.

 

 

LOGO

 

 

SHAREHOLDER SAY-ON-PAY

The Compensation Committee seeks to align the Company’s executive compensation programs with the interests of the Company’s shareholders. The Compensation Committee considers the results of the annual Say-on-Pay vote, the long-term vision and strategic goals of the Company, input from management, input from its independent compensation consultant, and investor engagement feedback when setting compensation for our executives. In 2019, 97.3% of our shareholders voted in favor of our executive compensation programs.

 

   
Investor Alignment Topics    2019 Activities

Evaluate ESG Performance

  

ESG performance is a focus for the Company and our shareholders. The Compensation Committee factors ESG performance related to strategic goals for each NEO. We identify ESG results with a leaf in the “Our Company Performance” and “Performance Results and Compensation Decisions” sections, which reflect our ongoing commitment to ESG performance outcomes.

Balanced Approach to Long-Term Performance

  

Shareholder feedback led us to change the performance measure weights for PSUs. Beginning in 2020, PSUs will be equally weighted for Relative ROIC-adjusted and Relative TSR, with each representing 37.5% of total LTIP and Stock Options representing the remaining 25%. Relative ROIC-adjusted will be capped at target if GM’s ROIC-adjusted performance is less than GM’s WACC over the performance period. Relative TSR will be capped at target if GM’s TSR is negative over the performance period. We continue to evaluate the external market and hold conversations with investors to ensure the competitiveness and appropriateness of both the STIP and LTIP.

Measure Relative Performance

  

Our PSUs measure Relative ROIC-adjusted and Relative TSR versus the OEM peer group to drive performance to be at the top of the industry, regardless of where we are in our business cycle.

Simple Compensation Plans

  

We continue an approach of using simple and clear compensation plans that align with the interests of our shareholders. Our performance measures focus our most senior leaders on a culture of safety, key operational performance results, and strategic goals. Our executive compensation plans have continued to align the interests of our senior leadership with those of our shareholders.

 


 

40  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

u  

Compensation Program Evolution

Our compensation programs focus our leadership on key areas that drive the business forward and align to the short-term and long-term interests of our shareholders. The Compensation Committee regularly reviews and discusses plan performance at each meeting. The Compensation Committee considers many factors when electing to make plan changes for future incentive plans including results, market trends, feedback from its independent compensation consultant, and shareholder feedback. The timeline below shows the actions we have taken to develop compensation programs that align the interests of our leaders with those of our shareholders, including actions taken to date in response to COVID-19.

 

 

LOGO

 

 

 

LOGO



 

LOGO     41  


Table of Contents

EXECUTIVE COMPENSATION

 

 

The STIP focuses leadership on key financial measures (75% of STIP) and strategic goals (25% of STIP). The total payout for the STIP ranges from 0% to 200% of target based on performance against pre-established targets. The Compensation Committee determines performance to strategic goals using a rigorous assessment process measuring performance against pre-established operational goals, safety results, and other measures. Payout for strategic goals performance will only occur if threshold performance of at least one financial measure is met.

The 2019 LTIP is the same design as in 2018 and features Stock Options (25% of total LTIP) to align our most senior leaders with our shareholders’ interest in stock price appreciation and PSUs (75% of total LTIP) with relative performance measures that drive long-term results. The PSUs measure Relative ROIC-adjusted (50% of total LTIP) and Relative TSR (25% of total LTIP).

Focusing performance on both financial measures and strategic goals in the short term, combined with measuring Relative ROIC-adjusted and Relative TSR compared to our OEM peers in the long term, provides direct alignment of our executive compensation program with the interests of our shareholders and focuses senior leaders on making the investments that will provide profitable long-term growth.

 

u  2020 LTIP Changes

 

The 2020 LTIP will continue to have a mix of 25% Stock Options and 75% PSUs. Beginning in 2020, PSUs will be equally weighted for Relative ROIC-adjusted and Relative TSR, with each representing 37.5% of total LTIP. Both PSU measures will have performance caps added, as described below.

 

Relative ROIC-adjusted – Capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC

 

Relative TSR – Capped at target if GM’s TSR is negative over the performance period

     LOGO

 

  u  

Peer Group for 2019-2021 LTIP Performance

We use the following OEMs in the Dow Jones Automobile & Parts Titans 30 Index to measure relative performance for Relative ROIC-adjusted and Relative TSR measures for the 2019-2021 PSU awards. The Compensation Committee uses this index for performance comparisons because the companies represent our global competition and are subject to similar macroeconomic challenges.

 

 

 

Dow Jones Automobiles & Parts Titans 30 Index – OEM Peer Group(1)

Bayerische Motoren Werke AG   Hyundai Motor Co.   Renault SA
Daimler AG   Kia Motors Corp.   Suzuki Motor Corp.
Fiat Chrysler Automobiles NV   Mazda Motor Corp.   Tesla, Inc.
Ford Motor Company   Nissan Motor Co. Ltd   Toyota Motor Company
Honda Motor Co. Ltd.   Peugeot SA   Volkswagen AG

 

  (1)

GM is a member of the Dow Jones Automobiles & Parts Titans 30 Index. Our performance will be determined on a continuous ranking for performance relative to OEM peers following the completion of the performance period.

 

 


 

42  

LOGO


Table of Contents

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 the 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.

The Compensation Committee considered the following factors when selecting the peer group used to inform 2019 target compensation levels for our NEOs:

 

 

LOGO

 

 

LOGO

 

u  

How We Use Comparator Data to Assess Compensation

We benchmark pay practices and compensation levels against the proxy statement disclosures of our peer group. In addition, we use executive compensation surveys composed of a broad array of industrial companies to benchmark relevant market data for executive positions and adjust this data to reflect GM’s size and market expected compensation trends. Furthermore, the Compensation Committee reviews an analysis completed by their independent compensation consultant of the competitive position of each of our executives relative to the benchmark data.



 

LOGO     43  


Table of Contents

EXECUTIVE COMPENSATION

 

 

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. An individual element or an individual’s total direct compensation may be positioned above or below the market median due to considerations such as specific responsibilities, experience, and performance.

 

u  

How We Plan Compensation

 

 

LOGO

 

u  

Performance-Based Compensation Structure

Our incentive plans are designed to optimize long-term financial returns for our shareholders and reward our NEOs for increased profitability, improving margins, placing our customers at the center of everything we do, growing the business, and driving innovation. The performance-based structure for 2019 incorporated short-term and long-term incentives tied to financial and operational metrics to drive Company performance for fiscal year 2019 and beyond. The Compensation Committee believes a majority of compensation opportunity should be in the form of equity to align the interests of executives with those of shareholders.

 

LOGO   LOGO


 

44  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

Compensation Principles

 

The compensation provided to our senior leaders is guided by pay-for-performance and 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.

Enable Company Strategy – Compensation should be based on challenging Company performance and strategic goals, which are within our executive’s control and reward performance aligned with GM’s strategy, values, and expected behaviors.

 

Competitive Compensation – Target compensation should have an appropriate mix of short-term and long-term pay elements and should be competitive (market median) with that paid to individuals at peer group companies so that it attracts, motivates, and retains talent.

Avoid Excessive Risk Taking – Compensation structure should avoid incentives to take unnecessary and excessive risk.

Simple Design – Compensation plans should be easy to understand and communicate and minimize unintended consequences.

 

 

Compensation Elements

 

u  

Compensation Structure

The 2019 compensation structure is market competitive with each pay element targeted at or near the market median and included the following pay elements:

 

 

LOGO

 

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 in 2019.

 

LOGO     45  


Table of Contents

EXECUTIVE COMPENSATION

 

 

Personal Air Travel – Ms. Barra is prohibited by Company policy from commercial air travel for both business and personal use 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 aircraft for both business and personal use. In 2019, the Company entered into a time-sharing arrangement with Ms. Barra to allow her to reimburse the Company for her personal use of aircraft, subject to limits under the Federal Aviation Administration regulations. Other NEOs may travel on company aircraft in certain circumstances with prior approval from the CEO or the Senior Vice President, Global Human Resources. No NEOs, other than the CEO, had personal use of aircraft in 2019. All NEOs, including our CEO, incur imputed income when aircraft is used for personal travel and do not receive any tax gross ups.

Company Vehicle Programs – NEOs are eligible to participate in the Executive Company Vehicle Program and may 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.

Security – NEOs may receive security services, including home security systems and monitoring, for specific security-related reasons identified by independent third-party security consultants. We maintain security staff in order to provide all employees with a safe and secure environment to align with and reinforce our safety culture.

Financial Counseling – NEOs are eligible to receive financial counseling, estate planning, and tax preparation services through an approved provider. These services allow our NEOs to focus on Company business and ensure accurate personal tax reporting.

Executive Physicals – All employees are encouraged to complete an annual physical. NEOs are eligible to receive a comprehensive wellness examination with an approved provider. These wellness visits promote employee well-being and allow employees to take appropriate steps in the event of an illness or medical condition that may impact their ability to perform their duties.

 

u  

2019 Target Compensation

Our target total direct compensation for each NEO in 2019 was as follows:

 

                 
                                       LTIP               
Name   

Base Salary

($)

    

STIP

(%)

    

STIP

($)

    

Target Total Cash

Compensation

($)

           

PSUs(1)

($)

    

Stock
Options

($)

           

Target Total

Compensation

($)

 

Mary T. Barra

     2,100,000        200      4,200,000        6,300,000                10,575,000        3,525,000                20,400,000  

Dhivya Suryadevara

     1,000,000        125      1,250,000        2,250,000                3,187,500        1,062,500                6,500,000  

Mark L. Reuss

     1,200,000        125      1,500,000        2,700,000                3,600,000        1,200,000                7,500,000  

Barry L. Engle II

     800,000        125      1,000,000        1,800,000                2,400,000        800,000                5,000,000  

Craig B. Glidden

     775,000        125      968,800        1,743,800                1,804,650        601,550                4,150,000  

Alan S. Batey

     1,025,000        125      1,281,300        2,306,300                2,020,275        673,425                5,000,000  

 

(1)

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 in the Summary Compensation Table using a Monte Carlo analysis resulting in amounts that may be higher or lower than target.

 

46  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

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 its independent compensation 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  

2019 STIP Performance Measures

STIP performance is linked to the Company’s achievement of annual financial goals and individual performance results to strategic goals. The Compensation Committee annually reviews and approves STIP goals that align with shareholders’ interests through the achievement of the business plan and strategic goals. 2019 STIP targets were set at the beginning of the performance period based on the business plan. Strategic goals are assessed using an individual performance scorecard measuring results against pre-established goals that the Compensation Committee approves at the beginning of the year which align to the Company’s objectives. Individual performance results to strategic goals and final individual compensation decisions are discussed beginning on page 52 of this Proxy Statement.

STIP awards, if any, are determined following final Company performance and the Compensation Committee’s assessment of performance to strategic goals for each NEO. The table below describes each STIP performance measure, its weighting, its target, and the behavior each measure drives. The targets for EBIT-adjusted and Adjusted AFCF were set above prior year results.

 

       
STIP Performance
Measure
   Weight      Target      Leadership Behaviors

EBIT-adjusted ($B)(1)

     50%        $13.7      Focus on operating profit and driving strong profitability

Adjusted AFCF ($B)(2)

     25%        $5.3      Focus on driving strong cash flow to invest in the business

Strategic Goals

     25%        25 pts.      Focus on performance that aligns to the Company vision and drives business results

 

(1)

Measure adjusted for incentive purposes and excludes the impact of Cruise.

 

(2)

Measure adjusted for incentive purposes and excludes payments related to certain recall-related expenses attributable to events occurring in 2014. For a description of how Adjusted AFCF is calculated, see Appendix A of this Proxy Statement.

 

LOGO     47  


Table of Contents

EXECUTIVE COMPENSATION

 

 

The potential payouts for each Company performance measure ranges from 0% to 200% of target based on actual Company performance. The payout for threshold performance is 25% for both EBIT-adjusted and Adjusted AFCF. Final STIP awards are calculated as follows:

 

 

LOGO

 

u  

2019–2021 LTIP Performance Measures

Grants under the LTIP are intended to link the financial interests of NEOs with the long-term interests of shareholders. When determining grant amounts, the Compensation Committee considers factors such as individual responsibilities, experience, and performance. In addition, the Compensation Committee factors relevant market compensation comparison data and seeks input from their independent compensation consultant. The structure includes 75% PSUs and 25% Stock Options. PSUs cliff-vest following a three-year performance period and Stock Options vest ratably over three years.

2019–2021 PSUs are based on Relative ROIC-adjusted and Relative TSR performance against our OEM peers displayed on page 42 of this Proxy Statement. PSU performance measures promote the efficient use of capital for long-term growth to create value for shareholders with an increased focus on stock price appreciation. The table below describes each PSU performance measure, its weighting, its payout, and the behavior each measure drives.

 

       
Performance
Measure
   Weight      Payout    Leadership Behaviors

Relative
ROIC-adjusted

     67%     

Below Threshold (0%) –

Threshold (50%) –

Target (100%) –

Maximum (200%) –

 

 Less than 35th Percentile

 35th Percentile

 60th Percentile

 100th 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

     33%     

Below Threshold (0%) –

Threshold (50%) –

Target (100%) –

Maximum (200%) –

 

 Less than 25th Percentile

 25th Percentile

 50th Percentile

 75th Percentile

   Focus on delivering shareholder returns that outperform our OEM peers

 

48  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

The 2019–2021 PSUs vest and are awarded and delivered following the completion of the three-year performance period beginning January 1, 2019, and may be earned at a level between 0% and 200% of target based on actual Company results. Final PSU awards are calculated as follows:

 

 

LOGO

 

u  

Summary of Outstanding Performance Awards

Each PSU award features a three-year performance period and beginning with the start of each new fiscal year, resulting in overlapping awards that, in aggregate, cover a five-year period. The potential payout for each PSU award ranges from 0% to 200%. The table below illustrates the performance period for the three outstanding awards and corresponding performance measures and weights.

 

 

LOGO

  (1)

The performance of each award will be measured and determined at the end of the performance period.

 

  (2)

Beginning in 2020, relative ROIC-adjusted is capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC and Relative TSR is capped at target if GM’s TSR is negative over the performance period.

 

LOGO     49  


Table of Contents

EXECUTIVE COMPENSATION

 

 

Performance Results and Compensation Decisions

 

u  

2019 STIP Results

The Company portion of the 2019 STIP award was calculated based on the Company’s achievement of EBIT-adjusted and Adjusted AFCF performance measures. In addition, each NEO has a portion of their STIP that measures performance against pre-established strategic goals. Final STIP performance approved by the Compensation Committee is displayed below.

 

           
STIP Measure    Weight        Threshold        Target        Maximum       

Performance

Results

 

EBIT-adjusted ($B)(1)

     50%          $7.8          $13.7          $15.6          $9.1  

Adjusted AFCF ($B)(2)

     25%          $0.0          $5.3          $6.3          $1.3  

Strategic Goals(3)

     25%          0 pts.          25 pts.          50 pts.          25-38 pts.  

Performance Payout

                                      57%–70% of Target  

 

(1)

Measure adjusted for incentive purposes and excludes the impact of Cruise. Final performance also reflects a downward adjustment approved by the Compensation Committee.

 

(2)

Measure adjusted for incentive purposes and excludes payments related to certain recall-related expenses attributable to events occurring in 2014. For a description of how Adjusted AFCF is calculated, see Appendix A of this Proxy Statement.

 

(3)

Performance results to strategic goals are discussed beginning on page 52 of this Proxy Statement.

The Company responded to the challenges faced in 2019 as a result of the work stoppage during the United Auto Workers collective bargaining negotiations. Despite the work stoppage, the Company delivered positive EBIT-adjusted and Adjusted AFCF results. The Company continues to maintain a disciplined capital approach and expects to realize cost savings from our ongoing transformation, which remains on track.

 

u  

2017–2019 LTIP Results

The 2017–2019 PSUs vested on February 14, 2020, based on Company performance for the three-year period beginning January 1, 2017, against pre-established performance targets for Relative ROIC-adjusted and Relative TSR. Final LTIP performance approved by the Compensation Committee is displayed below.

 

       
            Percentile           
LTIP Measure    Weight      Threshold        Target        Maximum        Performance
Results
 

Relative ROIC-adjusted

     67%        35th          60th          100th          100th Percentile  

Relative TSR

     33%        25th          50th          75th          57th Percentile  

Performance Payout

                                               176% of Target  

The Company continues to focus on ROIC and delivering best results among the OEMs. The Company strives to be best in class and drive performance and focus towards TSR. We continue to make the right investments in our future with a focus on the long-term interest of our shareholders.

 

50  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

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 option grant featured 40% time-based vesting, which vested on February 15, 2017, and 60% performance-based vesting that vested upon meeting or exceeding the median TSR relative to the OEM peer group on the date of grant. The final performance-based tranche vested on February 15, 2020. Shown below are the results of all three performance-based tranches.

 

             
DSV Measure    Performance Period    Vesting Date    Weight      Target TSR      Result      Vesting  

Relative TSR

   July 28, 2015–December 31, 2019    February 15, 2020      20%        50th Percentile        89th Percentile        100%  

Relative TSR

   July 28, 2015–December 31, 2018    February 15, 2019      20%        50th Percentile        88th Percentile        100%  

Relative TSR

   July 28, 2015–December 31, 2017    February 15, 2018      20%        50th Percentile        87th Percentile        100%  

 

LOGO     51  


Table of Contents

EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Mary T. Barra

     Mary T. Barra, Chairman and Chief Executive Officer

 

     

   

 

2019 performance highlights to strategic goals for Ms. Barra include:

 

   

 

Culture

u Continued to drive enterprise engagement towards a safety-first culture resulting in zero fatalities and reductions in permanently disabling injuries and lost workdays LOGO

 
 

u Named by Corporate Responsibility Magazine as 100 Best Corporate Citizens of 2019 for outstanding environmental, social, and governance transparency and performance LOGO

 
 

u Named to the Bloomberg Gender Equality Index for second year in a row

 
  Core Operations  
 

u Sold more than 1 million crossovers for the second year in a row in the U.S.

 
 

u Generated $137.2B in Revenue, $8.4B in EBIT-adjusted, 6.1% EBIT-adjusted margin, 16.2% ROIC-adjusted, and EPS-diluted-adjusted of $4.82

 
 

u GM Financial generated record-breaking earnings before tax of $2.1B

 
 

u Negotiated a new four-year labor agreement with the UAW, committing to $7.7B in future product investments along with the creation or retention of 9,000 U.S. jobs while keeping product flexibility, improving our footprint utilization, and maintaining a strong break-even point and protecting the balance sheet

 
 

u Unveiled the all new mid-engine Chevrolet Corvette earning 2020 North American Car of the Year and Motor Trend Car of the Year

 
  Transformation  
 

u Earned U.S. Environmental Protection Agency Green Power Leadership Award for helping to develop a diverse renewable energy supply portfolio reinforcing our vision for a zero emissions future

 
 

u Announced a joint venture with LG Chem to build a new plant to mass-produce battery cells for future EVs LOGO

 
 

u Launched the new digital vehicle platform that will enable the next generation of vehicles, EVs, active safety, and infotainment and connectivity features LOGO

 
 

u Enabled access to numerous charging ports through collaborations with EVgo, ChargePoint, and Greenlots, the largest collective EV charging network in the U.S. LOGO

 

 

The Compensation Committee made the following pay decisions considering feedback from their independent compensation consultant:

Base Salary – Held base salary at $2,100,000 based on competitive market analysis.

Annual Incentive – Awarded 33 points based on results to strategic goals, highlighted above, for the 2019 STIP performance year.

Long-Term Incentive – In February 2019, awarded an annual LTIP grant of $14.1 million, consisting of 75% PSUs and 25% Stock Options.

Total compensation for Ms. Barra in 2019, 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      $2,730,000  

PSUs(1)

   Performance to Metrics and Stock Price      $12,141,801  

Stock Options(2)

   Performance to Stock Price      $3,525,000  

TOTAL

          $20,496,801  

 

(1)

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

 

 

 

LOGO Represents ESG Results

 

 

52  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Dhivya Suryadevara

   Dhivya Suryadevara, Executive Vice President and Chief Financial Officer

 

     

   

 

2019 performance highlights to strategic goals for Ms. Suryadevara include:

 

   

  Culture  
 

u Continued to drive enterprise engagement towards a safety-first culture resulting in zero fatalities and reductions in permanently disabling injuries and lost workdays LOGO

 
  Core Operations  
 

u Generated $137.2B in Revenue, $8.4B in EBIT-adjusted, 6.1% EBIT-adjusted margin, 16.2% ROIC-adjusted, and EPS-diluted-adjusted of $4.82

 
 

u Continued to enhance organizational focus on cash and quality of earnings

 
 

u Achieved record GM Financial earnings in 2019 of $2.1B and $400M in dividends paid back to GM

 
 

u Continued to execute a robust investor outreach strategy with focus on key franchises and leveraged traditional and non-traditional venues to optimize engagement

 
  Transformation  
 

u Announced joint venture with LG Chem to build a new plant to mass-produce battery cells for an all-electric future LOGO

 
 

u Achieved $2.8B in transformational cost savings for 2019, and $3.3B since 2018

 

 

The Compensation Committee made the following pay decisions considering feedback from their independent compensation consultant and management:

Base Salary – Effective January 1, 2019, increased base salary from $900,000 to $1,000,000 based on competitive market analysis.

Annual Incentive – Awarded 38 points based on results to strategic goals, highlighted above, for the 2019 STIP performance year.

Long-Term Incentive – In February 2019, awarded an annual LTIP grant of $4.25 million, consisting of 75% PSUs and 25% Stock Options.

Total compensation for Ms. Suryadevara in 2019, 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      $1,000,000  

STIP

   Performance to Metrics      $875,000  

PSUs(1)

   Performance to Metrics and Stock Price      $3,659,772  

Stock Options(2)

   Performance to Stock Price      $1,062,503  

TOTAL

          $6,597,275  

 

(1)

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

 

 

 

LOGO Represents ESG Results

 

 

LOGO     53  


Table of Contents

EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Mark L. Reuss

   Mark L. Reuss, President

 

     

   

 

2019 performance highlights to strategic goals for Mr. Reuss include:

 

   

  Culture  
 

u Continued to drive enterprise engagement towards a safety-first culture resulting in zero fatalities and reductions in permanently disabling injuries and lost workdays LOGO

 
 

u Expanded Super Cruise compatible highway network in the U.S. and Canada by 70,000 miles, introduced automatic lane change capabilities, and developed plans to expand the technology to over 20 vehicles, furthering our commitment to zero crashes LOGO

 
 

Core Operations

 
 

u Maintained U.S. retail sales leadership position and grew volume in key segments

 
 

u Attained global Cadillac sales record of 390K units in 2019

 
 

u Introduced industry-first technologies including Power Tailgate and DuraBed in the Chevrolet Silverado and MultiPro Tailgate in the GMC Sierra

 
 

u Debuted the all new mid-engine Chevrolet Corvette earning 2020 North American Car of the Year and Motor Trend Car of the Year

 
 

u Continued to position Cadillac as a racing leader, winning the Rolex 24 at Daytona for the fourth year in a row

 
 

Transformation

 
 

u Reduced complexities in 2019 by eliminating 12% of parts in plants, with a 2020 goal of eliminating 25% parts in plants

 
 

u Debuted a new digital vehicle platform on the 2020 Cadillac CT5 sedan, which can manage up to 4.5 terabytes of data processing power per hour, a fivefold increase in capabilities over current electrical architecture LOGO

 
 

u Continued to execute global electrification plan through launch of 2020 Bolt EV LOGO

 
 

u Announced GMC’s first-ever electric truck, the HUMMER EV LOGO

 

 

The Compensation Committee made the following pay decisions considering feedback from their independent compensation consultant and management:

Base Salary – Held base salary at $1,200,000 based on competitive market analysis.

Annual Incentive – Awarded 38 points based on results to strategic goals, highlighted above, for the 2019 STIP performance year.

Long-Term Incentive – In February 2019, awarded an annual LTIP grant of $4.8 million, consisting of 75% PSUs and 25% Stock Options.

Total compensation for Mr. Reuss in 2019, 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      $1,050,000  

PSUs(1)

   Performance to Metrics and Stock Price      $4,133,385  

Stock Options(2)

   Performance to Stock Price      $1,200,000  

TOTAL

          $7,583,385  

 

(1)

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

 

 

 

 

LOGO Represents ESG Results

 

 

54  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Barry L. Engle II

   Barry L. Engle II, Executive Vice President and President, North America

 

     

   

 

2019 performance highlights to strategic goals for Mr. Engle include:

 

   

  Culture  
 

u Continued to drive enterprise engagement towards a safety-first culture resulting in zero fatalities and reductions in permanently disabling injuries and lost workdays LOGO

 
 

u Recognized a GM employee or team each quarter with the Mark of Customer Excellence award, reinforcing our value of putting the customer at the center of everything we do

 
 

Core Operations

 
 

u Sold more than 1 million crossovers for the second year in a row in the U.S.

 
 

u Achieved record average transaction prices of $36,844 in the U.S.

 
 

u Achieved higher average transaction prices for full-size trucks in the U.S. as compared to the industry average for 2019, through a disciplined pricing strategy

 
 

u Maintained U.S. retail sales leadership position and grew volume in key segments

 
 

u Increased heavy-duty crew cab sales year-over-year in the U.S.

 
 

u Announced availability of AT4 across the entire GMC lineup, including the first-ever 2021 Terrain AT4, Canyon AT4, and 2021 Yukon AT4

 
 

u Accomplished solid performance in GM Canada in 2019, with year-over-year sales growth in crossovers, EVs, and trucks

 
 

u Announced investment of $1.5B in U.S. manufacturing base to bring the next generation of mid-size trucks to market

 
 

Transformation

 
 

u Announced GMC’s first-ever electric truck, the HUMMER EV LOGO

 
 

u Committed to transforming the dealer experience to ensure an effective integration and partnership as we work to provide a seamless customer experience

 

 

The Compensation Committee made the following pay decisions considering feedback from their independent compensation consultant and management:

Base Salary – Effective April 1, 2019, upon Mr. Engle’s promotion, the Committee increased Mr. Engle’s base salary to $800,000 based on competitive market analysis.

Annual Incentive – Awarded 33 points based on results to strategic goals, highlighted above, for the 2019 STIP performance year.

Long-Term Incentive – In February 2019, awarded an annual LTIP grant of $2.4 million. In April 2019, following his promotion, awarded an additional LTIP grant of $0.8 million. Both grants consisted of 75% PSUs and 25% Stock Options.

Total compensation for Mr. Engle in 2019, 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      $800,000  

STIP

   Performance to Metrics      $650,000  

PSUs(1)

   Performance to Metrics and Stock Price      $2,747,276  

Stock Options(2)

   Performance to Stock Price      $800,003  

TOTAL

          $4,997,279  

 

(1)

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

 

 

 

 

LOGO Represents ESG Results

 

 

LOGO     55  


Table of Contents

EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Craig B. Glidden

   Craig B. Glidden, Executive Vice President and General Counsel

 

     

   

 

2019 performance highlights to strategic goals for Mr. Glidden include:

 

   

 

Culture

 
 

u Continued to drive enterprise engagement towards a safety-first culture resulting in zero fatalities and reductions in permanently disabling injuries and lost workdays LOGO

 
 

u Recognized by Financial Times as the Most Innovative In-House Legal Team in North America LOGO

 
 

Core Operations

 
 

u Resolved complex legal matters

 
 

u Oversaw legal support for all acquisition, divestiture, and transformation efforts

 
 

Transformation

 
 

u Furthered efforts in autonomous vehicle regulations to move closer to commercial deployment LOGO

 
 

u Advised the Company on legal issues related to the joint venture with LG Chem to manufacture battery cells for future EVs LOGO

 

 

The Compensation Committee made the following pay decisions considering feedback from their independent compensation consultant and management:

Base Salary – Determined a base salary of $775,000 based on competitive market analysis.

Annual Incentive – Awarded 38 points based on results to strategic goals, highlighted above, for the 2019 STIP performance year.

Long-Term Incentive – In February 2019, awarded an annual LTIP grant of $2.4 million, consisting of 75% PSUs and 25% Stock Options.

Total compensation for Mr. Glidden in 2019, 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      $775,000  

STIP

   Performance to Metrics      $678,200  

PSUs(1)

   Performance to Metrics and Stock Price      $2,072,064  

Stock Options(2)

   Performance to Stock Price      $601,553  

TOTAL

          $4,126,817  

 

(1)

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

 

 

 

LOGO Represents ESG Results

 

 

56  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

u  

Compensation Decisions for Alan S. Batey

   Alan S. Batey, Advisor and Former Executive Vice President and

   President, North America

 

     

   

 

Mr. Batey retired on March 1, 2020, after 40 years with the Company. He held the position of EVP and President, North America, since 2014 and led Global Chevrolet since July 2013. Mr. Batey served as an advisor after stepping down on April 1, 2019, to assist in a smooth transition of his responsibilities to Mr. Engle.

 

 

   

The Compensation Committee made the following pay decisions considering feedback from their independent compensation consultant and management:

Base Salary – Held base salary at $1,025,000 based on competitive market analysis.

Annual Incentive – Awarded 25 points for the 2019 STIP performance year as Mr. Batey stepped down from his position as Executive Vice President and President, North America effective April 1, 2019, and served as an advisor through his retirement on March 1, 2020.

Long-Term Incentive – In February 2019, awarded an annual LTIP grant of $2.69 million, consisting of 75% PSUs and 25% Stock Options.

Total compensation for Mr. Batey in 2019, 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      $1,025,000  

STIP

   Performance to Metrics      $730,300  

PSUs(1)

   Performance to Metrics and Stock Price      $2,319,594  

Stock Options(2)

   Performance to Stock Price      $673,425  

TOTAL

          $4,748,319  

 

(1)

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

 

 

LOGO     57  


Table of Contents

EXECUTIVE COMPENSATION

 

 

Compensation Policies and Governance Practices

 

u  

Stock Ownership Requirements

The Company requires our senior leaders to own GM stock to align their interests with those of our shareholders. The stock ownership requirements:

 

 

Cover all senior leaders

 

 

Set five years as the time frame to meet ownership requirements

 

 

Require senior leaders to hold vested shares to maintain ownership requirements

 

 

Establish a multiple of each executive’s base salary on the date they are first covered

 

 

Make it possible to meet ownership requirements by owning either a multiple of base salary or a required number of shares

 

 

Count only actual share holdings and unvested RSUs

The table below shows the stock ownership requirement by level in the Company. As of December 31, 2019, all NEOs have met or are on track to meet stock ownership requirements by their respective dates.

 

 

LOGO

 

u  

Compensation Risk Assessment

The Compensation Committee annually reviews the potential impact of our compensation programs on organizational risk. The Compensation Committee discusses the compensation programs and risk mitigation features when evaluating whether the programs encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk.

The annual risk review, completed on December 9, 2019, with assistance from our human resources, audit, legal, and strategic risk management organizations, involved analyzing our current compensation programs in relation to risk. Our analysis concluded that our compensation programs include the following risk mitigation features:

Mix of Pay Elements – Base salary, STIP, PSUs, and Stock Options are included in the executive compensation program.

Short-Term and Long-Term Programs – The mix of our short-term and long-term compensation programs appropriately reward employees while balancing risk through the delayed payment of long-term awards.

Adjustments to Compensation – Maximum payout caps are in place for incentive compensation and the Compensation Committee has the ability to apply negative discretion.

Compensation Committee Oversight – Our Compensation Committee reviews plan performance and approves all executive compensation programs and payouts.

Multiple Performance Measures – Multiple performance measures work together to balance risk in our incentive compensation programs.

Stock Ownership Requirements – All senior leaders are subject to stock ownership requirements of at least 1x their salary, as described above.

 

58  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

Clawback and Cancellation Provisions – All awards are subject to our Policy on Recoupment of Incentive Compensation, as described below. In addition, cancellation provisions apply to all outstanding STIP and LTIP awards.

In 2019, the Compensation Committee determined that our compensation programs have sufficient risk mitigation features and do not encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk. Based on the Compensation Committee’s review, the Committee determined our compensation programs to be low risk.

 

u  

Policy on Recoupment of Incentive Compensation

Under our Policy on Recoupment of Incentive Compensation (available on our website at investor.gm.com/resources), our Compensation Committee is empowered to recoup (“clawback”) compensation paid to Executive Officers based on a materially inaccurate misstatement of earnings, revenues, gains, performance metrics, or other criteria. Financial statements or performance metrics will be treated as materially inaccurate when an employee knowingly engaged in providing inaccurate information or knowingly failed to correct information in a timely manner. The Compensation Committee may also cancel outstanding equity-based awards granted to any covered employee if that employee engages in conduct detrimental to the Company.

 

       
    

 

Clawback Policy

  Cancellation and
Clawback due to Violation
of Non-Compete and Non-
Solicitation Terms
 

Cancellation of
Unvested

and Outstanding
Awards

Covered
Population

 

Executive Officers

covered by the policy

 

Approximately 275

Senior Leaders

 

All employees that

receive awards through

the STIP or LTIP

Event Applicable

  Materially inaccurate misstatement of earnings, revenues, gains, performance metrics, or other criteria including reputational harm  

Employee violates

non-compete or

non-solicitation terms

  Employee engages in conduct deemed detrimental to the Company

Awards Subject
to Cancellation, Forfeiture,
and/or
Recoupment

 

STIP, PSUs, RSUs,

and Stock Options

 

PSUs, RSUs, and

Stock Options

 

STIP, PSUs, RSUs,

and Stock Options

 

u  

Trading GM Securities

Our Insider Trading Policy prohibits our employees from buying or selling GM securities when in possession of material nonpublic information and during other closed periods. Any sale or purchase of common stock by directors, executive officers, and all other senior leaders must be made during pre-established periods after receiving preclearance by a member of the GM Legal Staff or according to a preapproved Rule 10b5-1 plan.

Trading in GM derivatives (i.e., puts or calls), engaging in short sales, or otherwise engaging in hedging activities, and pledging of GM securities is prohibited. All GM executive officers are in compliance with the Insider Trading Policy and have not hedged nor pledged any shares of GM common stock. This policy is posted on our website at investor.gm.com/resources.

 

LOGO     59  


Table of Contents

EXECUTIVE COMPENSATION

 

 

u  

Tax Considerations

In tax years commencing prior to January 1, 2018, Internal Revenue Code (“IRC”) Section 162(m) generally disallowed federal tax deductions for compensation in excess of $1 million paid to the CEO and the next three highest-paid officers (other than the CFO) (collectively the “Covered Executives”). The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified IRC Section 162(m) and, among other things, eliminated the performance-based compensation exception to the $1 million deduction limit effective as of January 1, 2018. As a result, beginning in 2018, compensation paid to Covered Executives in excess of $1 million will generally be nondeductible, whether or not it is performance-based. In addition, beginning in 2018, the Covered Executives include any individual who served as the CEO or CFO at any time during the taxable year and the next three highest paid officers (other than the CEO and CFO) for the taxable year, and once an individual becomes a Covered Executive for any taxable year beginning after December 31, 2016, that individual will remain a Covered Executive for all future years, including following any termination of employment.

The Tax Cuts and Jobs Act includes a transition relief rule pursuant to which the changes to IRC Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date. To the extent it is applicable to our existing arrangements, the Compensation Committee may avail itself of this transition relief rule.

 

u  

Compensation Committee and Consultant Independence

Our Compensation Committee is composed entirely of independent directors as determined by the Board under NYSE guidelines and as defined for various regulatory purposes. The Compensation Committee was assisted in its work by Farient Advisors from January to June of 2019 and transitioned to Frederic W. Cook & Co., Inc. (“FW Cook”) in June of 2019. Both Farient Advisors and FW Cook are independent compensation consulting firms who take direction from and are solely responsible to the Compensation Committee. The Compensation Committee is also aided in its deliberations by in-house legal counsel.

Under its charter, the Compensation Committee has the authority to hire outside consultants and advisors at the Company’s expense. The Compensation Committee retains the services of an independent consultant for advice on issues related to the compensation of NEOs and other executive compensation-related matters. The independent compensation consultant attends Compensation Committee meetings, either in person or via telephone, consults with and advises the Compensation Committee members on executive compensation, including the structure and amounts of various pay elements, and develops executive benchmarking data. Neither Farient Advisors nor FW Cook provided services to the Company’s management.

The Compensation Committee annually reviews the performance of the compensation consultant and considers the following factors when assessing consultant independence in accordance with NYSE standards:

 

 

Services provided to GM management outside the services provided to the Compensation Committee

 

 

Fees paid as a percentage of total revenue

 

 

Policies and procedures designed to prevent conflicts of interest

 

 

Any business or personal relationships between members of the Compensation Committee and the independent consultant

 

 

Stock ownership by employees of the independent consultant

 

 

Any business or personal relationships between GM and the independent consultant

After reviewing the performance and independence of their consultant, the Compensation Committee determined both Farient Advisors and FW Cook were independent based on the standards above.

 

60  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

u  

Employment and Termination Agreements

The Company has no employment or termination agreements with any of our 2019 NEOs. All NEOs participate in the General Motors LLC U.S. Executive Severance Program filed as an exhibit to the 2019 Form 10-K.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the CD&A and, based on that review and discussion, has recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into the GM 2019 Annual Report on Form 10-K.

 

 

Compensation Committee

 

Carol M. Stephenson (Chair)            

Wesley G. Bush

Joseph Jimenez

Patricia F. Russo

 

LOGO     61  


Table of Contents

EXECUTIVE COMPENSATION

 

 

Executive Compensation Tables

 

u  

Summary Compensation Table

 

                   
Name and
Principal
Position(1)
  Year    

Salary

($)

   

Bonus

($)

   

Stock

Awards(2)

($)

   

Option

Awards(3)

($)

   

Nonequity

Incentive Plan

Compensation(4)

($)

   

Change in

Pension

Value and

NQ Deferred

Compensation

Earnings(5)

($)

   

All Other

Compensation(6)

($)

    

Total

($)

 

Mary T. Barra

Chairman and Chief

Executive Officer

    2019       2,100,000             12,141,801       3,525,000       2,730,000       302,986       831,080        21,630,867  
    2018       2,100,000             11,081,760       3,425,006       4,452,000             811,684        21,870,450  
    2017       2,100,000             10,737,570       3,250,003       4,956,000       52,792       861,683        21,958,048  

Dhivya Suryadevara

Executive Vice President

and Chief Financial Officer

    2019       1,000,000             3,659,772       1,062,503       875,000       2,890       167,392        6,767,557  
    2018       668,100             2,446,635       796,263       1,192,500             402,592        5,506,090  

Mark L. Reuss

President

    2019       1,200,000             4,133,385       1,200,000       1,050,000       250,488       348,374        8,182,247  
    2018       1,200,000             3,276,007       1,012,504       1,590,000             277,579        7,356,090  
    2017       1,200,000             3,345,168       1,012,504       1,770,000       54,390       344,446        7,726,508  

Barry L. Engle II

Executive Vice President and President, North America

    2019       800,000             2,747,276       800,003       650,000             149,005        5,146,284  

Craig B. Glidden

Executive Vice President and General Counsel

    2019       775,000             2,072,064       601,553       678,200             156,015        4,282,832  

Alan S. Batey

Advisor and Former

Executive Vice President

and President, North America

    2019       1,025,000             2,319,594       673,425       730,300       353,583       216,131        5,318,033  
    2018       1,025,000             2,178,894       673,429       1,230,000             233,197        5,340,520  
    2017       1,025,000             2,224,928       673,426       1,447,800       316,601       287,373        5,975,128  

 

(1)

Titles reflect position as of December 31, 2019. Mr. Engle and Mr. Glidden were not NEOs in 2017 or 2018. Mr. Batey became an Advisor on April 1, 2019, and retired on March 1, 2020.

 

(2)

Stock Awards displays the grant date fair value of PSUs issued under the LTIP, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. PSUs will vest based on GM’s performance against Relative ROIC-adjusted and Relative TSR. The maximum award for PSUs for the 2019–2021 performance period is 200% of PSUs granted. The assumptions used for the Monte Carlo valuation of the Relative TSR portion of the PSUs are summarized below:

 

         
Grant Date   Stock Price   Implied Volatility  

Risk-Free

Interest Rate

  Valuation Price   Valuation Price as a
Percent of Target
         
2/13/2019   $39.00   28%   2.57%   $56.51   144.9%
         
4/1/2019   $37.76   26%   2.36%   $53.13   140.7%

 

    

There is no dividend yield as dividends are assumed to be reinvested for the TSR calculation. The table below shows the PSUs valued based on the closing stock price on the date of grant and the maximum grant value based on maximum performance.

 

62  

LOGO


Table of Contents

EXECUTIVE COMPENSATION

 

 

 
Value of PSU Awards at Target and Maximum Performance  
      2019 Target  
($)  
      

2019 Maximum  

($)  

 

Mary T. Barra

     10,575,006            21,150,012    

Dhivya Suryadevara

     3,187,509            6,375,018    

Mark L. Reuss

     3,600,012            7,200,024    

Barry L. Engle II

     2,400,012            4,800,024    

Craig B. Glidden

     1,804,686            3,609,372    

Alan S. Batey

     2,020,278            4,040,556    

 

(3)

Option Awards displays the grant date fair value of Stock Options issued under the LTIP, computed in accordance with FASB ASC Topic 718 using a Black-Scholes valuation. The assumptions used for the Black-Scholes valuation of the Stock Options are summarized below:

 

         
Grant Date   Dividend Yield   Implied Volatility   Risk-Free Interest Rate   Expected Option Life   Grant Date Fair Value
         
2/13/2019   3.90%   28%   2.63%   6.00 years   $7.50
         
4/1/2019   4.03%   26%   2.35%   5.87 years   $6.36

 

(4)

All NEOs were eligible for a payment under the STIP for 2019 performance based on the Company’s achievement of annual performance goals and individual performance. Individual performance decisions for each NEO are determined by the Compensation Committee; results are discussed beginning on page 52 of this Proxy Statement.

 

(5)

These amounts represent the actuarial change in the present value of the NEO’s accrued benefit for 2019 attributed to year-over-year variances in applicable discount rates, lump sum interest rates, mortality rates, and employer contributions to tax-qualified and non-tax-qualified plans, as described in “Pension Benefits” on page 67 of this Proxy Statement. The Company does not credit interest at above-market rates to any deferred accounts and no interest amounts are included in these totals. Mr. Engle and Mr. Glidden are not eligible for defined benefit pension plans.

 

(6)

The amounts included as All Other Compensation are described in the table below.

All Other Compensation

 

             
     

M.T. Barra

($)

    

D. Suryadevara

($)

    

M.L. Reuss

($)

    

B. L. Engle

($)

    

C. B. Glidden

($)

    

A.S. Batey

($)

        

Perquisites and Other

Personal Benefits(1)

     340,225        37,685        125,263        37,464        44,150        33,244     

Employer Contributions

to Savings Plans(2)

     477,120        127,700        215,400        106,400        103,076        176,300     

Life and Other

Insurance Benefits(3)

     13,735        2,007        7,711        5,141        8,789        6,587     

TOTAL

     831,080        167,392        348,374        149,005        156,015        216,131     

 

  (1)

The amounts included as Perquisites and Other Personal Benefits are described in the table below.

 

  (2)

Includes employer contributions to tax-qualified and non-tax-qualified savings and retirement plans during 2019.

 

  (3)

Includes premiums paid by the Company for Group Variable Universal Life insurance for executives. Executives are responsible for any ordinary income taxes resulting from the cost of the GM-paid premiums. For Ms. Barra, amounts also include the Company’s cost of premiums for providing personal accident insurance for members of the Board.

 

LOGO    <