Our Board is committed to having a ~~member~~sound governance structure that promotes the best interests of our stockholders. To that end, the Board ~~of Directors since July 2009. He has held the office of Chairman~~actively maintains its Corporate Governance Guidelines and ~~Chief Executive Officer since January 2011 and Chief Executive Officer since September 2010. Prior~~other policies that it believes enable it to joining GM, Mr. Akerson was a Managing Director of The Carlyle Group (“Carlyle”), a private equity firm from 2003 to 2010, serving variously as the Head of Global Buyout and as Co-Head of U.S. Buyout. Prior to joining Carlyle, he served as a chairman, chief executive officer, or president of several major companies including MCI Communications Corporation (1983 to 1993), General Instrument Corporation (1993 to 1995), Nextel Communications (1996 to 1999), and XO Communications, Inc. (1999 to 2003). Mr. Akerson led the successful restructuring of XO Communications, Inc., which filed a voluntary bankruptcy petition in June 2002. Mr. Akerson is a director of American Express Company, which has announced that he does not intend to stand for re-election at the company’s 2012 annual meeting. He is a former director of Booz Allen Hamilton, Inc., Freescale Semiconductor, Inc., Manor Care, Inc., MultiPlan, Inc., Time Warner, Inc., and XO Holdings, Inc.

~~Mr. Akerson’s role as our Chief Executive Officer enables him~~satisfy its responsibility to provide ~~our Board~~oversight and direction to the conduct of ~~Directors with insight and perspective related to~~ the Company’s business ~~strategy and operations. He provides an essential link~~

between management and the Board, ensuring that critical business matters are brought before the Board, which enables our Board to carry out its oversight of the Company’s strategic planning and risk management policies. As part of Mr. Akerson’s extensive operating and senior management experience as a chief executive officer in a succession of major companies in challenging, highly competitive industries, he formulated and executed global strategies, guided business development and deployment efforts, and led successful business restructurings. Mr. Akerson also brings to our Board his experience in overseeing private equity investments and serving on other public company boards.

~~David Bonderman~~

David Bonderman has been a member of our Board of Directors since July 2009. He is Co-Founding Partner and Managing General Partner of TPG, a private investment firm he founded in 1992. Mr. Bonderman currently serves as Chairman of the Board of Directors of Ryanair Holdings PLC, a European-based low fares airline, and as a director of Armstrong Worldwide Industries, Inc., a company that designs and manufactures floor, ceiling, and cabinet products, which has announced that he does not intend to stand for re-election at the company’s 2012 annual meeting; CoStar Group, Inc., a marketing and information services company in the commercial real estate industry; Caesars Entertainment Corporation, a gaming operations company; and Energy Future Holdings Corporation, a privately held energy company based in Dallas with a portfolio of competitive and regulated energy companies. He also served as a director of Gemalto N.V. (2006-2010), Washington Mutual, Inc. (April 2008-December 2008), and Burger King Holdings, Inc. (2002-2008).

Mr. Bonderman’s qualifications to serve on our Board of Directors include his operating and leadership experience as a co-founding partner in a private equity firm. Through his involvement with TPG he has provided leadership to companies that have been in distressed and turn-around situations and are undergoing dramatic changes. He brings to our Board of Directors extensive experience in finance, business development, mergers and acquisitions, business restructuring and integration, and international business, particularly in China where GM has significant operations.

~~Erroll B. Davis, Jr.~~

Erroll B. Davis, Jr. has been a member of our Board of Directors since July 2009. He was also a member of the Board of General Motors Corporation from 2007 to 2009. Mr. Davis has served as the Superintendent of Atlanta Public Schools since July 2011. From 2006 until his retirement in June 2011, he served as Chancellor of the University System of Georgia, the governing and management authority of public higher education in Georgia. From 2000 to 2006, Mr. Davis served as Chairman of Alliant Energy Corporation, and he held the offices of President and Chief Executive Officer from 1998 to 2005. He is a director of Union Pacific Corporation. Mr. Davis also served as a director of PPG Industries, Inc. (1994-2007) and BP p.l.c. (1998-2010).

In nominating Mr. Davis to serve on our Board of Directors, the Board considered his operating and management experience as a chief executive officer of one of the largest public school systems in the state of Georgia and a large, diverse public university system and, before that, a complex, highly regulated public utility. Mr. Davis brings to our Board of Directors extensive knowledge in the areas of financial reporting and accounting, compliance and controls, technology, and public policy issues such as education and the environment. In addition, his knowledge and experience in the utility and energy industries brings to the Board valuable insight regarding the infrastructure needed to advance the use and acceptance of electric power and natural gas to fuel low-emission vehicles. Furthermore, Mr. Davis’ experience on the boards of directors of several public companies provides exposure to diverse industries with unique challenges enabling him to make significant contributions to our Board, particularly in the areas of audit and public policy.

~~Stephen J. Girsky~~

Stephen J. Girsky has been a member of our Board of Directors since July 2009. Under the terms of a stockholders agreement among GM’s largest stockholders, Mr. Girsky was designated for nomination to the GM Board by the UAW Retiree Medical Benefits Trust (the “VEBA Trust”). At GM he has been Vice Chairman

of Corporate Strategy, Business Development, Global Product Planning, and Global Purchasing and Supply Chain since February 2011. He was Vice Chairman of Corporate Strategy and Business Development from March 2010 to February 2011. Mr. Girsky has served as Chairman of the Supervisory Board of Adam Opel AG, a GM subsidiary, since November 2011, and a member of that board since January 2010. He has been a member of the GM Overseas Corporation board of directors, a GM subsidiary, since March 2011, and in October 2010, he joined the GM Financial Company, Inc. board of directors, a GM subsidiary. Mr. Girsky served as Senior Advisor to the Office of the Chairman at GM from December 2009 to February 2010. He was President of S. J. Girsky & Company, an advisory firm, from January 2009 to March 2010. He served as President of Centerbridge Industrial Partners, LLC (“Centerbridge”), an affiliate of Centerbridge Partners, L.P., a private investment firm from 2006 to 2009. From November 2008 to June 2009, Mr. Girsky provided advisory services to the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the “UAW”). Prior to joining Centerbridge, Mr. Girsky was a special advisor to the Chief Executive Officer and the Chief Financial Officer of General Motors Corporation from 2005 to 2006. From 1995 to 2005, he served as Managing Director at Morgan Stanley and a Senior Analyst of the Morgan Stanley Global Automotive and Auto Parts Research Team. Mr. Girsky also served as lead director of Dana Holding Corporation (2008-2009).

Mr. Girsky’s current role as GM Vice Chairman, Corporate Strategy, Business Development, Global Product Planning and Global Purchasing and Supply Chain in addition to nearly 25 years of experience in the automotive industry, both as a participant and knowledgeable observer, provides our Board of Directors with unique insight into the Company’s challenges, operations, and strategic opportunities as well as in-depth understanding of the automotive business and its key participants. In addition, Mr. Girsky’s experience as an auto analyst and president of a private equity firm brings to our Board of Directors significant expertise in finance, market and risk analysis, and business restructuring and development.

~~E. Neville Isdell~~

E. Neville Isdell has been a member of our Board of Directors since July 2009. He was also a member of the Board of General Motors Corporation from 2008 to 2009. Mr. Isdell served as Chairman of The Coca-Cola Company from 2004 until 2009 and Chief Executive Officer from 2004 to 2008. From 2002 to 2004, he was an International Consultant to The Coca-Cola Company and headed his investment company, Collines Investments. Mr. Isdell served as Chief Executive Officer of Coca-Cola Hellenic Bottling Company from 2000 to May 2001 and Vice Chairman from May 2001 to December 2001. He was Chairman and Chief Executive Officer of Coca-Cola Beverages plc from 1998 to September 2000. Mr. Isdell also served as a director of SunTrust Banks, Inc. (2004-2008).

~~When considering Mr. Isdell as a nominee to serve on our Board of Directors, the Board recognized his success as a chief executive officer of an iconic American corporation that promotes one of the~~ most widely recognized consumer brands in the world in a continually growing global market. In addition, Mr. Isdell has significant expertise in global brand management, corporate strategy, and business development. His previous and current board positions in non-profit organizations involved with, among other areas, community development, environmental issues, and human rights such as the Center for Strategic and International Studies have developed his broad perspective on issues related to environmental sustainability and corporate social responsibility.

~~Robert D. Krebs~~

Robert D. Krebs has been a member of our Board of Directors since July 2009. He served as Chairman of Burlington Northern Santa Fe Corporation (“BNSF”) from 2000 until his retirement in 2002. Prior to that, he served as Chairman and Chief Executive Officer of BNSF from 1999 until 2000. He held the offices of Chairman, President and Chief Executive Officer from 1997 to 1999. Mr. Krebs also served as a director of UAL Corporation (2006-2010).

Mr. Krebs’ career at BNSF has provided him with wide-ranging operating and management experience as a chief executive officer of a large company focused on meeting the transportation needs of industry in the U.S. and Canada. He brings to our Board of Directors extensive experience in corporate strategy, business

development, and finance. In addition, his past service on several public company boards of directors provides exposure to diverse industries with unique challenges enabling him to make significant contributions to other areas of Board responsibility including audit and risk assessment.

~~Philip A. Laskawy~~

Philip A. Laskawy has been a member of our Board of Directors since July 2009. He was also a member of the Board of General Motors Corporation from 2003 to 2009. Mr. Laskawy served as Chairman and Chief Executive Officer of Ernst & Young LLP (“E&Y”) from 1994 to 2001. Mr. Laskawy is non-executive Chairman of the Board of Directors of the Federal National Mortgage Association and a director of Henry Schein, Inc., Lazard Ltd, and Loews Corporation. He also served as a director of The Progressive Corporation (2001-2007) and Discover Financial Services (2007-2008).

As E&Y’s former Chairman and Chief Executive Officer, Mr. Laskawy brings to GM extensive expertise in both audit and financial reporting as well as his managerial and operational experience as a former chief executive officer of one of the four major international public accounting firms. With nearly 40 years of public accounting experience, Mr. Laskawy has extensive knowledge and background relating to accounting and financial reporting rules and regulations as well as the evaluation of financial results, internal controls, and business processes. Furthermore, his service on the boards of directors of several public companies provides exposure to diverse industries with unique challenges enabling him to make significant contributions to our Board, particularly in the areas of audit and risk assessment.

~~Kathryn V. Marinello~~

Kathryn V. Marinello has been a member of our Board of Directors since July 2009. She was also a member of the Board of General Motors Corporation from 2007 to 2009. Ms. Marinello has been Chairman and Chief Executive Officer of Stream Global Services, Inc., a premium business process outsource service provider specializing in customer relationship management for Fortune 1,000 companies, since August 2010. Ms. Marinello served as senior advisor and consultant at Providence Equity Partners LLC, a private equity firm, and Ares Capital Corporation, a specialty finance company from June to August 2010. She served as Chairman and Chief Executive Officer of Ceridian Corporation, a human resources outsourcing company, from December 2007 to January 2010 and President and Chief Executive Officer from 2006 to 2007. Before joining Ceridian, Ms. Marinello spent 10 years at General Electric Company (“GE”), and served as President and Chief Executive Officer of GE Fleet Services, a division of GE, from 2002 to 2006.

Ms. Marinello’s experience in various industries enables her to bring a varied perspective to our Board. As Chairman and CEO of Stream Global Services, Inc., she is focused on using information technology to enhance customer service, areas that are key to our success. At Ceridian, she led a business service company providing integrated human resource systems, involving a wide range of issues including audit and financial reporting, compliance and controls, and mergers and acquisitions. As the former President and CEO of GE Fleet Services, Ms. Marinello has significant experience with vehicle fleet sales and financing, and dealer relations and ensures that our Board of Directors considers the customer perspective in its decision-making. Moreover, at GE Capital, and in her prior roles at Chemical Bank, Citibank, and First Bank Systems, Inc., Ms. Marinello operated large consumer financial services divisions, which included auto lending, auto warranty, telematics, and auto insurance companies, further broadening her contribution to our Board.

~~James J. Mulva~~

James J. Mulva has served as Chairman and Chief Executive Officer of ConocoPhillips, an international, integrated oil and gas company, since 2004. He served as Chairman, President and Chief Executive Officer of ConocoPhillips from 2002 to 2008. Mr. Mulva is also a director of General Electric Company.

Mr. Mulva brings to our Board of Directors 39 years of experience in the energy industry, first at Phillips Petroleum Company (“Phillips”) and, since 2002, as Chief Executive Officer of ConocoPhillips. Prior to overseeing the merger of Conoco and Phillips, Mr. Mulva served as Chairman and Chief Executive Officer of

Phillips, where he held various domestic and international senior management positions in finance, including Executive Vice President and Chief Financial Officer. As Chief Executive Officer of Phillips and later ConocoPhillips, Mr. Mulva oversaw mergers and acquisitions, business restructurings and negotiated joint ventures, positioning the company to compete in an increasingly challenging and highly competitive industry. Mr. Mulva’s expertise in the energy industry will provide valuable insight to our Board in developing GM’s long-term strategy, as will his in-depth background in finance. Mr. Mulva also brings to our Board his experience in serving as a director of other large complex companies.

~~Patricia F. Russo~~

Patricia F. Russo has been a member of our Board of Directors since July 2009 and has been Lead Director of our Board of Directors since March 2010. She served as Chief Executive Officer of Alcatel-Lucent from 2006 to 2008. Prior to the merger of Alcatel and Lucent in 2006, she served as Chairman and Chief Executive Officer of Lucent Technologies, Inc. (“Lucent”) from February 2003 to 2006 and President and Chief Executive Officer from 2002 to 2003. Ms. Russo is currently a director of Alcoa Inc., Hewlett-Packard Company, KKR Management LLC (the managing partner of KKR & Co. L.P.), and Merck & Co. Inc (“Merck”). Ms. Russo also served as a director of Schering-Plough Corporation from 1995 to its merger with Merck in 2009.

As the chief executive officer of highly technical, complex companies, Ms. Russo demonstrated leadership that strongly supported her nomination to our Board of Directors. In that capacity she dealt with a wide range of issues including mergers and acquisitions and business restructuring as she led Lucent’s recovery through a severe industry downturn and later a merger with Alcatel, a French company. In addition, she brings to the Board extensive global experience in corporate strategy, finance, sales and marketing, technology, and leadership development. Ms. Russo’s service as chair of the Governance Committee and lead director on the Schering-Plough board provided valuable expertise when she was chosen to be Lead Director by her fellow members of the GM Board.

~~Thomas M. Schoewe~~

Thomas M. Schoewe has been a member of our Board of Directors since November 2011. Mr. Schoewe served as Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. (“Wal-Mart”) from 2000 to 2011. Prior to joining Wal-Mart, Mr. Schoewe worked for Black & Decker Corporation from 1986 to 1999, most recently serving as Senior Vice President and Chief Financial Officer. From 1974 to 1986, Mr. Schoewe worked for Beatrice Companies, Inc., where he was Chief Financial Officer and Controller for Beatrice Consumer Durables, Inc. Mr. Schoewe is a director of KKR Management LLC (the managing partner of KKR & Co. L.P.), Northrop Grumman Corporation, and PulteGroup, Inc. (“PulteGroup”). He is retiring as a director of PulteGroup at PulteGroup’s 2012 Annual Meeting. Mr. Schoewe also served as a director for Centex Corporation from 2001 to its merger with Pulte Homes, Inc. (now doing business as PulteGroup, Inc.) in 2009.

With extensive experience gained over more than 35 years in finance including serving as the chief financial officer of leading consumer-facing companies, Mr. Schoewe brings financial expertise, corporate leadership and operational experience to our Board of Directors. During his 11 years as chief financial officer at Wal-Mart, a global company, Mr. Schoewe had responsibility for accounting and control, business planning and analysis, internal auditing, treasury, tax, insurance and benefits management, the information systems division, risk management and global security, Wal-Mart Financial Services and several other key areas of the company. Furthermore, Mr. Schoewe’s current board positions at public companies involved with home building, security, and investments provides exposure to diverse industries with unique challenges enabling him to make significant contributions to our Board, particularly in the areas of audit and risk assessment.

~~Theodore M. Solso~~

Theodore M. Solso served as Chairman and Chief Executive Officer of Cummins, Inc. (“Cummins”), a global company that designs, manufactures, distributes, and services diesel and natural gas engines and engine-related component products, from 2000 until his retirement in December of 2011. He is currently a director of

Ball Corporation, a supplier of metal packaging for food and beverage, personal care, and household products, and aerospace and other technologies and services for government and commercial customers. Mr. Solso also served as a director of Ashland Inc. (1999-2012).

Mr. Solso has gained significant senior management experience during his 40-year career at Cummins, a global manufacturing company. As Chief Executive Officer of Cummins, Mr. Solso led the company through strong financial performance and stockholder returns, international growth, business restructuring and leadership in emissions reduction technology and related environmental activities, corporate responsibility, diversity, and human rights issues. Mr. Solso had extensive experience at Cummins in the manufacture and engineering of diesel engines and compliance with challenging emissions laws and regulations, which will allow him to contribute significantly to our Board regarding GM’s global product development strategies. Mr. Solso’s recent experience in serving as U.S. Chairman of the U.S. – Brazil CEO Forum, will also provide valuable insight to advance the business priorities of GM’s operations in Brazil, one of the world’s fastest growing economies. In addition to his deep understanding of global markets and business operations and corporate responsibility, Mr. Solso brings to our Board his experience gained at Cummins and as a director of other companies, in finance, accounting, risk oversight, and corporate governance.

~~Carol M. Stephenson~~

Carol M. Stephenson has been a member of our Board of Directors since July 2009. She has been Dean of the Richard Ivey School of Business at The University of Western Ontario (“Ivey”) since 2003. Prior to joining Ivey, Ms. Stephenson served as President and Chief Executive Officer of Lucent Technologies Canada from 1999 to 2003. Ms. Stephenson is a director of Intact Financial Services Corporation (formerly ING Canada), a provider of property and casualty insurance in Canada, and Manitoba Telecom Services Inc., a communications provider in Canada. She was a member of the Advisory Board of General Motors of Canada, Limited (“GM Canada”), a GM subsidiary, from 2005 to 2009. Ms. Stephenson was invested as an Officer into the Order of Canada in 2009.

Ms. Stephenson’s experience as Dean of the Richard Ivey School of Business and President and Chief Executive Officer of Lucent Technologies Canada provides our Board of Directors with diverse perspective and progressive management expertise in marketing, operations, strategic planning, technology development, and financial management. Her experience on the boards of top Canadian companies provides our Board of Directors with her broad perspective on successful management strategies and insight on matters affecting the business interest of GM and GM of Canada.

~~Cynthia A. Telles~~

Cynthia A. Telles has been a member of our Board of Directors since April 2010. She has been on the faculty of the University of California, Los Angeles School of Medicine Department of Psychiatry since 1986 and the Director of the UCLA Neuropsychiatric Institute Spanish-Speaking Psychosocial Clinic since 1980. Among many corporate and non-profit board memberships, in 2010 Dr. Telles joined the board of the Pacific Council for International Policy and was appointed to the White House Commission on Presidential Scholars by President Obama. She has held several governmental and public service appointments that include serving as a Commissioner for the City of Los Angeles for 13 years. Dr. Telles currently is a member of the board of the Kaiser Foundation Health Plan and Hospitals. She previously served on the boards of Americas United Bank, the largest Hispanic-owned bank in California (2006-2010), Burlington Northern Santa Fe Corporation (2009-2010) and California United Bank (formerly Sanwa Bank California) (1994-2002).

Dr. Telles’ qualifications for serving on our Board of Directors include her extensive experience in public and governmental service, as well as public policy and governmental and community relations. In addition, her in-depth understanding of the Hispanic community, which represents the nation’s largest and fastest growing consumer market segment, provides our Board with valuable insight. Moreover, her previous and current board positions in companies in the health care, transportation, and financial industries and in non-profit organizations involved with, among other areas, community development, environmental issues, health care reform, and education, have developed her broad perspective on issues related to corporate social responsibility and governance.

~~CORPORATE GOVERNANCE~~

~~Corporate Governance Guidelines~~

Our Board has adopted Corporate Governance Guidelines that along with the Restated Certificate of Incorporation, Bylaws, and charters of the Board Committees provide the framework for the governance of our Company.effectively. The Board’s Corporate Governance Guidelines and related policies ~~which are periodically updated by the Board following recommendations from the Governance Committee,~~ cover among other things:

As a result of the ~~Company and GM’s~~ compensation and benefit arrangements for NEOs and other employees of the Company and its subsidiaries in light of those risks. The assessments are intended to assure that, within the limits imposed by the TARP rules and the Special Master’s Determinations, there has been an attempt to establish an appropriate balance between short-term and long-term business performance focus and between cash and non-cash incentives, to provide adequate current compensation for personal financial security, and to provide incentives to strive for greater team and individual contributions to the continued overall growth of the enterprise.

~~The 2011 plan~~risk review ~~was conducted~~completed on ~~November 14, 2011 and March 19, 2012. Based on the reviews,~~December 8, 2014, the Compensation Committee determined that the ~~2011~~overall risk of compensation ~~structure provides incentives for executives that appropriately mitigates risk and certified~~programs exposing the organization to ~~the UST that the design of the incentive compensation structure for our NEOs does not encourage these individuals to take~~ unnecessary or excessive risks that ~~threaten~~threatens the value of the ~~Company.~~

~~Working within the parameters of TARP regulations and determinations by the Special Master, we took the following risk considerations into account in developing our incentive plans:~~

~~Incentive plan metrics are aligned with our business strategy;~~

~~Performance objectives are balanced with the quality and sustainability of business results;~~

~~The full range of potential payouts under each plan~~Company is ~~understood;~~

low.

~~Payouts are capped;~~

Stockholder Say-on-Pay

~~Leverage and ratio of incentive compensation to salary and total compensation are understood;~~

~~Performance, structure, and target incentive plan opportunities are comparable to those of industry or peers;~~

The Compensation Committee ~~may exercise discretion where appropriate,~~seeks to assure stockholders that the Company’s executive compensation program is aligned with the ~~concurrence~~interests of its stockholders. In that regard, as part of its ongoing review of the ~~Special Master;~~

~~Focus on long-term performance aligns with stockholder interests and are paid over a time horizon that takes into account the risk horizon;~~

~~The recoupment policy provides for clawback of incentive payouts based on revised financials that would result in lower incentive payouts;~~

Our securities trading policy prohibits NEOs from buying or selling GM securities when in possession of material, non-public information. Any transactions require the specific, prior approval of our Legal Staff, and trading in GM derivatives (i.e., puts or calls) and short sales of GM securities are prohibited; and

~~The Compensation Committee reviews and discusses material risks when considering incentive programs.~~

~~In conducting its reviews of the proposed~~Company’s executive compensation ~~structure, including annual cash salary, the incentive compensation recoupment provision, and the limit on severance pay,~~program, the Compensation Committee ~~found that although~~considered the ~~constraints imposed by TARP regulations and the Special Master impair our ability to offer optimal compensation structures:~~

~~The various performance and retention elements~~results of the ~~awards do not critically misalign~~Say-on-Pay vote in 2014. While the results of the vote, with nearly 97 percent of votes cast in favor, demonstrated overwhelming support for the Company’s executive compensation program, the Compensation Committee determined, based on the recommendation of management, input from its independent compensation consultant, and investor outreach initiatives, as well as its own evaluation of the TARP-related compensation programs, to approve a revised executive compensation program in 2014 with an increased focus on performance-based compensation and pay-at-risk. The revised executive compensation program is intended to better align executive compensation with the short- and long-term goals of the business, as well as aligning the interests of ~~the~~ executives with ~~the long-term health~~those of ~~the Company, the quality of earnings, the interests of stockholders, and the interests of the UST as an investor;~~

stockholders.

~~The mix of cash and equity awards does not create a harmful imbalance between short-term and long-term risk and reward decisions; and~~

The incentive compensation recoupment feature supports the accuracy of our financial statements and encourages the executives to focus on maintaining accurate financial records and on complying with relevant accounting policies.



	51	2015 Proxy Statement

~~2011 SUMMARY COMPENSATION TABLE~~



		Executive Compensation

2014 Summary Compensation Table

Name and Principal Position

Year

Salary

Bonus

Stock
Awards (6)

Option
Awards

Non-Equity
Incentive Plan
Compensation

Change in
Pension Value
and NQ
Deferred
Compensation
(7)

All Other
Compensation
(8)

Total
$ $ $ $ $ $ $ $
Daniel F. Akerson (1) 2011 1,700,000 — 5,947,229 — — — 55,514 7,702,743
Chairman & Chief Executive Officer 2010 566,667 — 1,766,664 — — — 194,088 2,527,419
Daniel Ammann (2) 2011 687,500 — 2,789,832 — — 354 29,142 3,506,828
Senior Vice President & Chief Financial Officer
Stephen J. Girsky (3) 2011 600,000 — 4,682,223 — — 408 24,583 5,307,214
Vice Chairman, Corporate Strategy, 2010 416,667 — 3,225,000 — — 6,782 63,609 3,712,058
Business Development, Global Product
Planning & Global Purchasing & Supply Chain
Thomas G. Stephens 2011 900,000 — 7,372,889 — — 0 31,960 8,304,849
Vice Chairman & 2010 900,000 — 4,390,370 — — 295,772 37,719 5,623,861
Global Chief Technology Officer 2009 1,087,500 — 945,833 — — — 78,785 2,112,118
David N. Reilly (4) 2011 827,136 — 3,287,693 — — 643,898 616,600 5,375,327
GM Vice President & President, Europe 2010 804,398 — 1,985,681 — — 0 474,679 3,264,758
Christopher P. Liddell (5) 2011 187,500 — 855,621 — — 0 6,340 1,049,461
Vice Chairman & Chief Financial Officer (Resigned) 2010 747,596 — 5,450,000 — — — 27,545 6,225,141



Name and Principal Position (1)(2)	Year	Salary ($)	Bonus ($)	Stock Awards (4)($)	Option Awards ($)	Non-Equity Incentive Plan Compensation (5)($)	Change in Pension Value and NQ Deferred Compensation Earnings (6)($)	All Other Compensation (7)($)	Total ($)
Mary T. Barra	2014	1,567,803	—	11,760,567	—	2,072,000	349,926	412,532	16,162,828
Chief Executive Officer	2013	750,000	—	4,446,504	—	—	—	36,636	5,233,140
Chief Executive Officer	2012	750,000	—	3,906,484	—	—	258,558	28,445	4,943,487
Charles K. Stevens, III	2014	691,667	—	3,177,354	—	647,500	265,201	113,110	4,894,832
Executive Vice President & Chief Financial Officer
Executive Vice President & Chief Financial Officer
Daniel Ammann⁽⁸⁾	2014	990,530	—	6,310,564	—	925,000	—	263,252	8,489,346
President and Former Executive Vice President & Chief Financial Officer	2013	750,000	—	4,481,562	—	—	—	28,475	5,260,037
	2012	750,000	—	4,007,056	—	—	—	31,810	4,788,866
Mark L. Reuss	2014	846,212	—	7,458,881	—	786,300	275,588	110,796	9,477,777
Executive Vice President, Global Product Development Purchasing & Supply Chain

Michael P. Millikin	2014	692,235	—	4,127,946	—	647,500	179,184	118,666	5,765,531
Executive Vice President & General Counsel
Executive Vice President & General Counsel
Karl-Thomas Neumann⁽³⁾	2014	822,133	—	3,701,727	—	640,583	83,216	21,767	5,269,426
Executive Vice President & President, Europe Chairman of the Management Board of Opel Group GmbH	2013	684,029	—	3,698,075	—	—	75,754	1,350,472	5,808,330

Daniel F. Akerson⁽⁸⁾	2014	850,000	—	—	—	1,100,800	—	148,453	2,099,253
Former Chairman & Chief Executive Officer	2013	1,700,000	—	7,302,206	—	—	—	66,270	9,068,476
Former Chairman & Chief Executive Officer	2012	1,700,000	—	9,332,659	—	—	—	70,149	11,102,808

(1)

Titles in the table reflect the NEO's positions as of December 31, 2014. On January 15, 2014, Mr. Akerson stepped down from his position as Chairman & CEO and then served as a Senior Advisor until he left the Company in July 2014. Ms. Barra was ~~elected Chairman~~named CEO, replacing Mr. Akerson. At the same time, Mr. Ammann was appointed President and ~~CEO on January 1, 2011. He has been a member of the GM Board since July 2009.~~Mr. Stevens replaced Mr. Ammann as Executive Vice President & Chief Financial Officer.


(2)	~~Mr. Ammann~~Messrs. Stevens, Reuss, and Millikin were not NEOs in 2012 or 2013, and Dr. Neumann was ~~elected Senior Vice President and Chief Financial Officer effective April 1, 2011.~~not a NEO in 2012.


(3)	~~Mr. Girsky was named Vice Chairman on March 1, 2010. He has been a member of the GM Board of Directors since July 2009.~~

~~(4)~~

~~Mr. Reilly’s compensation,~~Dr. Neumann’s salary, which is paid in ~~British Pounds,~~Euros, has been converted to U.S. dollars, applying ~~a monthly~~an average foreign exchange ~~spot~~ rate ~~as provided by Reuters. Amounts shown elsewhere in this proxy statement were converted using a 365-day average foreign currency exchange rate.~~for the period from January 1, 2014 to December 31, 2014 during which compensation was earned €1 = $1.3291.

~~(5)~~

~~Mr. Liddell resigned from~~

(4)

Stock awards display the ~~Company effective April 1, 2011.~~grant date fair market value and include TARP RSUs, RSUs, and PSUs at target. The ~~amount shown in~~maximum award for PSUs for the ~~“Stock Awards” column reflects~~2014 - 2016 performance period is 200% of grant, the ~~aggregate~~value at the time of grant was $36.12 per share. The table below shows the maximum PSU grant and value based on the grant date value of ~~SSUs awarded~~$36.12 per share. Mr. Akerson did not receive any equity awards in 2014.



Name	Maximum PSU Grant (#)	Maximum PSU Grant Value ($)
Mary T. Barra	415,284	15,000,058
Charles K. Stevens, III	100,706	3,637,501
Daniel Ammann	188,954	6,825,018
Mark L. Reuss	161,442	5,831,285
Michael P. Millikin	88,248	3,187,518
Karl-Thomas Neumann	112,128	4,050,063

(5)

Each NEO was eligible for a payment under the STIP for 2014 performance. Based on Company performance each NEO received 74% of target. Mr. Akerson received a pro-rata STIP award for 2014. The payment for Dr. Neumann was made in Euros and ~~vested~~converted using the exchange rate on March 31, 2011 and payable in three equal installments beginning in March 2012. Mr. Liddell’s February 10, 2011 and June 30, 2010 RSU grants were forfeited upon his termination pursuant to provisionsthe date of ~~their respective plans.~~payment (February 27, 2015) which was €1 = $1.1195.

~~(6)~~

For 2011, the amounts shown in this column reflect the value of SSUs and RSUs at their grant dates to each of the NEOs. Individual grants are discussed in the “2011 Grants of Plan Based Awards” table on page 44. We describe the valuation assumptions used in measuring the expense in Note 27 to the consolidated financial statements, “Stock Incentive Plans.” SSUs are non-forfeitable and become transferable in three equal installments at each of the first, second, and third anniversaries of the grant date.

In 2009 and 2010, SSUs were granted to NEOs on each pay period in lieu of a portion of total annual compensation based on the most current value of the Company as determined by an independent third party through the September 30, 2010 grant date. Pursuant to the terms of the plan, SSUs granted on December 31, 2010 and later were determined based on the average of the high and low trading price of Common Stock on the NYSE on each grant date.

~~(7)~~(6)

These amounts represent the actuarial ~~increase~~change in the present value of the ~~executive’s~~executive's accrued benefit for ~~2011~~2014 attributed to year-over-year variances in applicable discount rates, ~~lump-sum~~lump sum interest rate, mortality rates, and employer contributions to tax-qualified



	52	2015 Proxy Statement



		Executive Compensation

and non-qualified plans as described in the section entitled “Pension Benefits and Retirement Programs Applicable to Executive Officers” on page 46. The Company does not credit interest at above-market rates to any deferred accounts and no interest amounts are included in these totals.

~~The change in pension value for Mr. Stephens actuarially decreased~~ in the ~~amount of ($28,184), but, as required by proxy reporting guidelines, the decrease is~~section entitled "Pension Benefits and Retirement Programs Applicable to Executive Officers" on page 56. The Company does not ~~reflected here.~~

~~Mr. Reilly participates~~credit interest at above-market rates to any deferred accounts and no interest amounts are included in ~~the Vauxhall Motors Pension Plan (the “VMP”) and his pension calculations are based on data and assumptions for that plan.~~

these totals.

~~(8)~~	~~2011 All Other Compensation.~~
(7)	Totals for amounts included as “All Other Compensation” are ~~disclosed~~described in the table below.

(8) Mr. Ammann and Mr. Akerson were eligible to participate only in qualified and non-qualified defined contribution plans offered by the Company based on their hire dates. As such, the 2012 and 2013 amounts previously under “change in pension value” have been adjusted to $0 and the total compensation decreased for Mr. Ammann in the amount of $1,844 in 2013 and $799 in 2012. The total compensation for Mr. Akerson decreased $2,883 in 2013, the 2012 amount for Mr. Akerson remained unchanged.

All Other Compensation

         D. F. Akerson D. Ammann S. J. Girsky T. G. Stephens D. N. Reilly C. P. Liddell
(Resigned)
   $ $ $ $ $ $
Perquisites & Other Personal Benefits (i)
23,809    11,636    13,619    20,883    21,916    6,019
Employer Contributions to Savings Plans (ii)
19,598    17,146    9,800    4,500    —    —
Life Insurance Benefits (iii)
6,212    360    576    6,577    —    321
Foreign Service Related Allowances and Cost Reimbursements and Relocation Payments (iv)
5,775    —    —    —    454,071    —
Other (v)
120    —    588    —    140,613    —

Total All Other Compensation
(vi)
55,514    29,142    24,583    31,960    616,600    6,340



	M. T. Barra ($)	C. K. Stevens ($)	D. Ammann ($)	M. L. Reuss ($)	M. P. Millikin ($)	K. T. Neumann⁽⁵⁾ ($)	D. F. Akerson ($)
Perquisites & Other Personal Benefits⁽¹⁾	246,695	21,114	121,208	22,725	32,104	18,150	59,538
Employer Contributions to Savings Plans⁽²⁾	156,780	88,235	75,171	84,621	69,224	—	68,000
Life and Other Insurance Benefits⁽³⁾	6,382	3,761	1,789	3,450	17,338	3,617	20,377
Other⁽⁴⁾	2,675	—	65,084	—	—	—	538
Total All Other Compensation	412,532	113,110	263,252	110,796	118,666	21,767	148,453

	~~(i)~~
(1)	See Perquisites and Other Personal Benefits table below for additional information.

~~(ii)~~

(2)

Includes employer contributions to tax-qualified savings ~~benefit plans. For Messrs. Akerson, Ammann,~~ and ~~Girsky amounts also include tax-qualified~~ retirement ~~plan contributions. Pursuant~~plans during 2014 in addition to ~~regulatory provisions for TARP recipients, no~~ employer contributions ~~have been made to~~for non-qualified savings and retirement plans for NEOs during 2011. Mr. Reilly does not participate in these U.S.-based savings plans. All of the 2010 and 2011 GM contributions to Mr. Liddell’s tax-qualified savings plan were forfeited upon his termination pursuant to provisions of the plan.2014.

	~~(iii)~~
(3)	Includes premiums paid by the Company for ~~Group Variable Universal Life (“GVUL”) insurance.~~GVUL insurance for executives. Employees are responsible for any ordinary income taxes resulting from the cost of the GM-paid ~~premium. Mr. Reilly does not participate in this U.S.-based plan.~~

~~(iv)~~

Includes expense reimbursements associated with Mr. Akerson’s relocation to Detroit and foreign service-related living allowances and cost reimbursements for Mr. Reilly related to his assignment in Rüsselsheim.

~~(v)~~

~~Includes~~premiums. Amounts also include the ~~Company’s~~Company's cost of premiums for providing personal accident insurance for members of the Board for ~~Messrs.~~Ms. Barra and Mr. Akerson, and ~~Girsky and event tickets~~executive physical evaluations for ~~Mr. Girsky. The amount shown~~Dr. Neumann under the plan for ~~Mr. Reilly reflects monthly cash payments to him in lieu of Company contributions to his qualified pension plan, the VMP, consistent with the alternative he selected under VMP provisions in 2006.~~Opel Management Board members.

~~(vi)~~

(4)

Totals for Ms. Barra and Mr. ~~Reilly’s 2010 pension cash payments and company vehicle expenses were inadvertently understated by $121,673 and $5,259, respectively,~~Akerson include incremental costs for event tickets. Totals for Mr. Ammann include $65,084 for relocation costs incurred in the previous year’s table and the revised amount for 2010 “All Other Compensation” is reflected in the “2011 Summary Compensation Table” on page 41. The non-qualified supplemental portion of his pension payments were discontinued pursuant to TARP regulations effective January 2010 and no such payments were made to him in 2011.2014.

(5) Totals for Dr. Neumann were converted to U.S. dollars, applying an average foreign exchange rate for the period from January 1, 2014 to December 31, 2014 during which compensation was earned €1 = $1.3291.

Perquisites and Other Personal Benefits

Amounts shown below for personal benefits include the incremental costs for executive security services and systems, the executive company vehicle program, executive health evaluations, and financial counseling. We do not maintain any private passenger aircraft or any interest in such aircraft or private passenger aircraft leases.

         D. F. Akerson D. Ammann S. J. Girsky T. G. Stephens D. N. Reilly C. P. Liddell
(Resigned)
   $ $ $ $ $ $
Security (i)
276    —    —    —    —    —
Company Vehicle Program (ii)
23,533    11,636    13,619    8,802    18,176    4,094
Financial Counseling (iii)
—    —    —    9,000    —    1,925
Medical Evaluations (iv)
—    —    —    3,081    3,740    —

Total
23,809    11,636    13,619    20,883    21,916    6,019



	M. T. Barra ($)	C. K. Stevens ($)	D. Ammann ($)	M. L. Reuss ($)	M. P. Millikin ($)	K.T. Neumann ($)	D.F. Akerson ($)
Personal Travel⁽¹⁾	189,936	—	90,787	—	—	—	51,300
Security⁽²⁾	24,975	—	—	—	—	—	—
Company Vehicle Programs⁽³⁾	22,424	11,838	24,979	12,700	22,744	18,150	8,238
Financial Counseling⁽⁴⁾	9,360	9,276	5,442	10,025	9,360	—	—
Total All Other Compensation	246,695	21,114	121,208	22,725	32,104	18,150	59,538

	~~(i)~~
(1)	Ms. Barra had $189,936 attributed to the use of charter aircraft for personal travel. Mr. Ammann had $68,250 attributed to the use of charter aircraft for personal travel, including a portion for his relocation. Additionally, Mr. Ammann had $22,537 in commercial air travel during his relocation to Detroit. Mr. Akerson has $51,300 attributed to the use of charter aircraft for personal travel.


(2)	Amounts include the actual costs of residential security systems maintenance and monitoring for ~~Mr. Akerson.~~Ms. Barra.

~~(ii)~~

(3)

~~Includes~~Company vehicle programs include the incremental cost of cars and drivers provided by the Company for various events and incremental ~~cost~~costs to maintain the executive company vehicle program fleet that is allocated to each executive (including lost sales opportunity and incentive costs, if any; fuel, maintenance, and repair costs; insurance claims, if any; licensing and registration fees; and use taxes).Executive Company Vehicle Program fleet. Participants in the program ~~are required to purchase or lease at least one GM vehicle every four years and asked to~~ evaluate the vehicles they drive, thus providing feedback about our products. Participants are ~~also required to pay a monthly administration fee of $300 and are~~ charged ~~with~~ imputed income based on the value of the vehicle they choose to drive. Taxes assessed on imputed income are the responsibility of the participant. ~~Messrs. Akerson’s and Girsky’s vehicles were~~Mr. Akerson's vehicle was provided under the provisions of the vehicle program for ~~directors. The directors’ program~~the Board and is described on ~~pages 23 and 25.~~page 29.

	~~(iii)~~
(4)	Costs associated with financial counseling and estate planning services with ~~one of several approved providers.~~

~~(iv)~~

~~Cost of medical services incurred by the Corporation in providing executive health evaluations with one of several~~ approved providers. The ~~Compensation Committee took action to discontinue this benefit~~amount for ~~executives beginning~~Mr. Reuss includes additional advisory services in ~~2012.~~connection with previous international assignments.

~~2011~~



	53	2015 Proxy Statement



		Executive Compensation

2014 Grants of Plan Based Awards

~~As a~~

TARP ~~recipient~~RSUs were awarded to Ms. Barra, Mr. Ammann, and Mr. Reuss on February 13, 2014 under ~~the jurisdiction of the Special Master, GM adopted~~ the General Motors Company ~~Salary Stock~~2009 Long-Term Incentive Plan (the ~~“SSP”~~"2009 LTIP"). Pursuant to plan terms and upon approval of the Special Master, NEOs receive a portion of their total annual compensation in the form of SSUs based on the average of the high and low trading price of Common Stock on the NYSE on each grant date. SSUs are non-forfeitable and will be transferable in three equal installments at each of the first, second, and third anniversaries of the grant date.

~~RSUs were awarded to NEOs under the LTIP~~ based on the average of the high and low trading price of Common Stock on the NYSE on each grant date. Awards are subject to forfeiture ~~for three years~~until vested and settlement is conditioned upon the repayment of ~~GM’s~~ TARP obligations. On the second anniversary date of the grant, two-thirds of the awards will vest and settle ratably with each 25 percent of the TARP obligations that have been repaid. On the third anniversary date of the grant, one-third of the awards will vest and settle ratably with each 25 percent of ~~GM’s~~the TARP obligations that have been repaid. ~~Retiring executives~~In December 2013, the UST sold its remaining shares and subsequently determined that 25 percent of the outstanding shares remaining for TARP related RSU grants would be forfeited.

Mr. Stevens’ RSU grants received on February 13, 2014 were awarded under the 2009 LTIP based on the high and low trading price of Common Stock on the NYSE on the grant date. His RSUs were awarded based on his 2013 performance and are ~~eligible~~contingent on his continued service on each vesting date. The RSUs for 2013 performance awarded to ~~receive~~Mr. Stevens are not conditioned upon repayment of GM’s TARP obligations. For Mr. Stevens’ first grant of 17,148 shares, two-thirds of the award will vest on the second anniversary of the grant date and the final one-third will vest on the third anniversary of the grant date. The second grant of 4,225 shares vested on the first anniversary of the grant date.

RSUs for retention purposes were awarded to Mr. Reuss (57,160 units granted on February 13, 2014), Mr. Millikin (58,191 units granted on March 31, 2014), and Dr. Neumann (27,587 units granted on February 18, 2014). Each RSU award was subject to continued employment. Mr. Reuss’ RSU grant vests on the third anniversary of the grant date, Mr. Millikin’s RSU grant vested on December 31, 2014, and Dr. Neumann’s RSU vests on the third anniversary of the grant date.

As part of the transition to a ~~prorated portion after two years~~performance-based compensation approach, grants were made to each NEO with the exception of ~~active service.~~

                  Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards Estimated Future Payouts
Under Equity Incentive
Plan Awards (1)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (2)

All Other
Option
Awards:
Number of
Securities
Underlying
Options

Exercise
or Base
Price of
Option
Awards

Grant Date
Fair Value
of Stock
and
Option
Awards

Award
Type

Grant Date

Approval
Date

Name

Threshold

Target

Maximum

Threshold

Target

Maximum







($) ($) ($) (#) (#) (#) (#) (#) ($/Share) ($)
Daniel F. Akerson
RSU    2/10/2011    1/17/2011    18,478    18,478    662,991
SSU    3/31/2011    1/17/2011    42,360 1,314,431
SSU    6/30/2011    1/17/2011    43,600 1,323,696
SSU    9/30/2011    1/17/2011    65,271 1,317,169
SSU    12/31/2011    1/17/2011    65,562 1,328,942

216,793 5,947,229
Daniel Ammann
RSU    2/10/2011    1/17//2011    20,788    20,788    745,873
SSU    3/31/2011    1/17//2011    16,385 508,427
SSU    6/30/2011    1/17//2011    16,865 512,021
SSU    9/30/2011    1/17//2011    25,247 509,484
SSU    12/31/2011    1/17//2011    25,359 514,027

83,856 2,789,832
Stephen J. Girsky
RSU    2/10/2011    1/17//2011    41,575    41,575    1,491,711
SSU    3/31/2011    1/17//2011    25,576 793,623
SSU    6/30/2011    1/17//2011    26,325 799,227
SSU    9/30/2011    1/17//2011    39,409 795,274
SSU    12/31/2011    1/17/2011    39,585 802,388

130,895 4,682,223
Thomas G. Stephens
RSU    2/10/2011    1/17//2011    55,433    55,433    1,988,936
SSU    3/31/2011    1/17//2011    43,159 1,339,224
SSU    6/30/2011    1/17//2011    44,423 1,348,682
SSU    9/30/2011    1/17//2011    66,503 1,342,031
SSU    12/31/2011    1/17//2011    66,799 1,354,016

220,884 7,372,889
David N. Reilly
RSU    2/10/2011    1/17//2011    27,717    27,717    994,486
SSU    3/31/2011    1/17//2011    18,383 570,424
SSU    6/30/2011    1/17//2011    18,921 574,442
SSU    9/30/2011    1/17//2011    28,326 571,619
SSU    12/31/2011    1/17//2011    28,452 576,722

94,082 3,287,693
Christopher P. Liddell

(Resigned)
SSU    3/31/2011    1/17//2011    27,574 855,621

Mr. Akerson under the 2014 LTIP once the Company received stockholder approval at last year's annual meeting. Grants consisted of PSUs and RSUs for each NEO. PSUs, which vest and deliver at the end of the performance period, will be earned at a level between 0 to 200 percent of target. PSUs are based on the achievement of performance conditions relating to ROIC and Global Market Share over a three-year performance period from January 1, 2014 to December 31, 2016. The RSUs will vest ratably over the three-year period.



	54	2015 Proxy Statement



		Executive Compensation



				Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Option Awards⁽¹⁾ ($)
Name	Award Type	Grant Date	Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Option Awards⁽¹⁾ ($)
Mary T. Barra	STIP	1/13/2014	1/13/2014	350,000	2,800,000	5,600,000
	TARP RSU	2/13/2014	1/13/2014					50,015	50,015				1,760,528
	RSU	6/11/2014	6/10/2014							69,214			2,500,010
	PSU	6/11/2014	6/10/2014				51,911	207,642	415,284				7,500,029
Charles K. Stevens, III	STIP	1/13/2014	1/13/2014	109,375	875,000	1,750,000
	RSU	2/13/2014	1/13/2014							17,148			603,610
	RSU	2/13/2014	1/13/2014							4,225			148,720
	RSU	6/11/2014	6/10/2014							16,785			606,274
	PSU	6/11/2014	6/10/2014				12,588	50,353	100,706				1,818,750
Daniel Ammann	STIP	1/13/2014	1/13/2014	156,250	1,250,000	2,500,000
	TARP RSU	2/13/2014	1/13/2014					50,015	50,015				1,760,528
	RSU	6/11/2014	6/10/2014							31,493			1,137,527
	PSU	6/11/2014	6/10/2014				23,619	94,477	188,954				3,412,509
Mark L. Reuss	STIP	1/13/2014	1/13/2014	132,813	1,062,500	2,125,000
	TARP RSU	2/13/2014	1/13/2014					44,299	44,299				1,559,325
	RSU	2/13/2014	1/13/2014							57,160			2,012,032
	RSU	6/11/2014	6/10/2014							26,907			971,881
	PSU	6/11/2014	6/10/2014				20,180	80,721	161,442				2,915,643
Michael P. Millikin	STIP	1/13/2014	1/13/2014	109,375	875,000	1,750,000
	RSU	3/31/2014	3/10/2014							58,191			2,002,934
	RSU	6/11/2014	6/10/2014							14,708			531,253
	PSU	6/11/2014	6/10/2014				11,031	44,124	88,248				1,593,759
Karl-Thomas Neumann⁽²⁾	STIP	1/13/2014	1/13/2014	128,458	1,027,660	2,055,320
	RSU	2/18/2014	1/13/2014							27,587			1,001,684
	RSU	6/11/2014	6/10/2014							18,688			675,011
	PSU	6/11/2014	6/10/2014				14,016	56,064	112,128				2,025,032
Daniel F. Akerson	STIP	1/13/2014	1/13/2014	371,875	2,975,000	5,950,000

(1)

On January 17, 2011, the Compensation Committee took action to approve RSU awards to be granted on February 10, 2011 in recognition of 2010 OCF performance. The awards were made at the target amount, which is also the maximum amount payable. Minor variations in share amounts from originally approved target amounts are the result of rounding. Pursuant to the terms of the ~~plan,~~2009 LTIP, the value used to determine the number of all RSUs granted on February ~~10, 2011~~13, 2014 was ~~$36.08 based on the average of the high and low~~

trading price of Common Stock on the NYSE on the grant date. However, the grant date fair value shown in this table is based on the closing price of Common Stock on the grant date ($35.88) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 27 of the consolidated financial statements, “Stock Incentive Plans.”
~~(2)~~ On the same date, the Compensation Committee approved salary stock grants to be made on various salary payment dates subject to the approval of the Special Master. Pursuant to plan terms, the value used to determine the number of SSUs granted on March 31, 2011 was $31.28; June 30, 2011, $30.39; September 30, 2011, $20.30; and December 30, 2011, $20.21,$34.99 based on the average of the high and low trading price of Common Stock on the NYSE on the grant date. However, the grant date fair value shown here is based on the closing price of Common Stock on the grant ~~dates (March 31, 2011, $31.03; June 30, 2011, $30.36; September 30, 2011, $20.18; and December 31, 2011, $20.27)~~date ($35.20) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 2723 of the ~~consolidated financial statements, “Stock Incentive Plans.”~~Consolidated Financial Statements in our 2014 Annual Report on Form 10-K. Dr. Neumann’s RSUs were granted on February 18, 2014 based on the high and low trading price of Common Stock on the NYSE on the grant date ($36.25). However, the grant date fair value shown here is based on the closing price of Common Stock on the grant date ($36.31). Mr. Millikin’s RSUs were granted on March 31, 2014 based on the high and low trading price of Common Stock on the NYSE on the grant date ($34.37). However, the grant date fair value shown here is based on the closing price of Common Stock on the grant date ($34.42) consistent with accounting practices noted above. All other grants were made under the 2014 LTIP and used the grant date fair value, based on the closing price, to determine shares.

(2) Dr. Neumann’s target STIP amount was converted from Euros to U.S. dollars, applying an average foreign exchange rate for the period from January 1, 2014 to December 31, 2014 during which compensation was earned, €1 = $1.3291.



	55	2015 Proxy Statement



		Executive Compensation

Outstanding Equity Awards at Fiscal Year-End ~~2011~~

   Option Awards Stock Awards
(a)    (b) (c) (d) (e) (f)    (g) (h) (i) (j)
Name

Grant
Date

Number of
Securities
Underlying
Unexercised
Options (#
Exercisable)

Number of
Securities
Underlying
Unexercised
Options (#
Unexercisable)

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

Option
Exercise
Price

Option
Expiration
Date

Grant
Date

Number
of
Shares
or Units
of Stock
That
Have
Not
Vested

Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested

Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested
      (#) (#) (#) ($)       (#) ($) (#) ($)
Daniel F. Akerson
2/10/2011 18,478 374,549
Stephen J. Girsky
2/10/2011 41,575 842,725
Thomas G. Stephens
2/10/2011 3/15/2010 55,433 56,505 1,123,627 1,145,356
David N. Reilly
2/10/2011 3/15/2010 27,717 36,261 561,824 735,010

The amounts in column (j) in the table above reflect RSU grants that vest as described in the narrative accompanying the “2011 Grants of Plan Based Awards” table on page 44. The awards are valued in this column based on the closing price of Common Stock on December 31, 2011 ($20.27).

As described in the CD&A on page 36 and the “2011 Option Exercises and Stock Vested” table below, Mr. Ammann’s RSU grant of February 10, 2011 was fully vested and converted to restricted stock on March 31, 2011. The shares were delivered to his account and will remain restricted from sale until February 10, 2014 ~~in accordance with the original settlement date of the grant.~~

~~Mr. Liddell’s June 30, 2010 and February 10, 2011 awards were forfeited due to his resignation effective April 1, 2011.~~



	Stock Awards⁽¹⁾⁽²⁾
Name	Number of Shares or Units of Stock That Have Not Vested⁽³⁾ (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested⁽⁴⁾ (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Mary T. Barra	69,214	2,416,261	302,744	10,568,793
Charles K. Stevens, III	66,000	2,304,060	50,353	1,757,823
Daniel Ammann	31,493	1,099,421	190,962	6,666,483
Mark L. Reuss	84,067	2,934,779	163,766	5,717,071
Michael P. Millikin	14,708	513,456	44,124	1,540,369
Karl-Thomas Neumann	73,186	2,554,923	56,064	1,957,194
Daniel F. Akerson	—	—	19,062	665,454


(1)	The awards are valued based on the closing price of Common Stock on the NYSE on December 31, 2014 which was $34.91.


(2)	All NEOs who received TARP RSUs forfeited 25% of the of the TARP related RSU grants as a result of the UST's sale of its remaining shares of Common Stock. Accordingly, 25% of the TARP related grants awarded in 2014 for 2013 performance were subsequently forfeited as follows for Ms. Barra (12,504), Mr. Ammann (12,504), and Mr. Reuss (11,075).


(3)	Includes RSU awards.


(4)	Includes PSUs and TARP RSU awards.

~~2011~~2014 Option Exercises and Stock Vested

      Option Awards    Stock Awards
[a]    [b]    [c]    [d]    [e]
Name

Number of Shares
Acquired on
Exercise

Value Realized
on Exercise

Number of Shares
Acquired on
Vesting

Value Realized
on Vesting
      (#)    ($)    (#)    ($)
Daniel F. Akerson

Daniel Ammann (1)
         20,788    650,249
Stephen J. Girsky

Thomas G. Stephens

David N. Reilly

^{(1) As described in the CD&A on page 36, Mr. Ammann’s RSU grant of February 10, 2011 was fully vested and converted to restricted stock on March 31, 2011. The net shares were delivered to his account and will remain restricted from sale until February 10, 2014, in accordance with the original settlement date of the grant.}



	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ⁽²⁾ ($)
Mary T. Barra	26,687	909,760
Charles K. Stevens, III	18,831	653,757
Daniel Ammann	26,687	909,760
Mark L. Reuss	38,144	1,313,238
Michael P. Millikin	72,049	2,515,092
Karl-Thomas Neumann	26,911	974,178
Daniel F. Akerson	51,983	1,783,325


(1)	We do not currently have stock options.


(2)	We computed the aggregate dollar value realized on vesting by multiplying the number of shares of stock vested by the closing price of Common Stock on the NYSE on the vesting date.

Pension Benefits and Retirement Programs Applicable to Executive Officers

Pension benefits for most of our U.S. executives may be from both tax-qualified plans that are subject to the requirements of the Employee Retirement Income Security Act ~~(the “ERISA”~~(“ERISA”) and from a non-qualified plan that provides supplemental benefits. We assumed both types of plans from General Motors ~~Corporation in connection with the 363 Sale.~~Corporation. Tax-qualified benefits are pre-funded and paid out of either the trust assets of the General Motors Salaried Retirement Program ~~for Salaried Employees~~ (the “SRP”), the General Motors Retirement Savings Plan for Salaried Employees in the United States (the “RSP”), or ~~both, depending on length of service date.~~both. Non-qualified benefits under the General Motors Executive Retirement Plan (the “ERP”) are not pre-funded and are paid out of our general assets. The ERP provides benefits under both Defined Contribution (“DC”) and Defined Benefit (“DB”) formulas. Benefit accruals and ~~company~~Company contributions under ~~GM’s non-qualified pension plan and deferred compensation plans have been~~the ERP were suspended for ~~SEOs~~NEOs and certain most highly compensated ~~employees.~~

employees pursuant to TARP regulations, and they were reinstated effective December 16, 2013.

U.S. executive employees must be at least age 55 with a minimum of ten years of eligibility service to be vested in benefits accrued prior to October 1, 2012 in the ~~U.S. non-qualified General Motors Executive Retirement Plan (the “ERP”), and must have been an executive employee on~~ERP. Benefits accrued in the ~~active payroll of General Motors Corporation as of December 31, 2006 to be eligible for any frozen, accrued non-qualified~~ ERP ~~benefit.~~

~~Effective for service rendered~~ on and after October 1, 2012 are subject to three-year vesting.

For service rendered January 1, 2007 through September 30, 2012, non-qualified retirement benefits for executive employees ~~are~~were determined under one of two methods (a ~~defined benefit~~DC formula or a ~~defined contribution~~DB formula), depending on an executive’s length of service date. For executives with a length of service date prior to January 1, 2001, a total benefit ~~will be~~ accrued (SRP plus DB ERP) equal to 1.25 percent of monthly base salary and annual ~~bonus for each year that~~



	56	2015 Proxy Statement



		Executive Compensation

incentive awards under the ~~executive continues to work after January 1, 2007, with recent benefit plan changes noted below.~~2009 General Motors Company Short-Term Incentive Plan (the "2009 STIP") and predecessor plans. For executives with a length of service date on or after January 1, 2001, total contributions (RSP plus DC ERP) ~~will be~~ accrued equal to ~~4.0~~four percent of monthly base salary and ~~bonus for each year that the executive continues to work on or after January 1, 2007.~~annual incentive awards. For both formulae, benefits calculated on base salary and ~~bonus~~annual incentive awards below the applicable ~~U.S. Internal Revenue Service (the “IRS”)~~IRS limits ~~will accrue~~accrued in the appropriate qualified plan (SRP or RSP) according to length of service date. For both formulae, benefits calculated on base salary and ~~bonus~~annual incentive awards above the applicable IRS limits ~~will accrue~~accrued in the ERP.

~~Starting~~

Effective September 30, 2012, ~~as part of our pension de-risking strategy,~~ pension accruals under the 1.25 percent ~~formula~~SRP and DB ERP formulas described above ~~will cease,~~were frozen, and ~~future~~ qualified and non-qualified retirement benefits ~~will be~~have been replaced for future service, effective October 1, 2012, with a ~~new~~ defined contribution formula ~~(4.0~~(four percent or ~~6.0~~six percent of monthly base salary and ~~bonus~~annual incentive awards depending on an employee’s length of service date), subject to the IRS limits noted ~~above.~~

above for tax-qualified plans.

Upon retirement, executives will have all vested non-qualified retirement benefits accrued prior to October 1, 2012, paid as a five-year annuity. Any non-qualified benefits accrued and vested on or after ~~September 30,~~October 1, 2012 will be paid as a lump sum upon retirement. The interest rate used in determining the non-qualified five-year annuity retirement benefits referenced above is the average of the 30-year U.S. Treasury Securities Rate for the month of July and is determined annually. This annual interest rate is then effective for retirements commencing October 1 through September 30 of the succeeding year. In the event of death, an executive’s surviving spouse may be eligible for benefits under the ERP.

Adam Opel AG in Germany offers a cash balance pension plan. Participants hired after 2006 accrue “pension elements” each year. The pension element equals a “pay credit” multiplied by an “age factor.” The pay credit is 1.75 percent times annual income for the year, plus 10.5 percent times the portion of the annual income in excess of the social security threshold for the year. The age factor is designed to accumulate the pay credit with interest to age 60 and ranges from 4.0 for the youngest employees to 1.0 for the oldest. Between age 60 and retirement, in addition to pension elements continuing to accrue, the accumulated pension elements are increased at the minimum guaranteed rate of interest application for German life insurance contracts, currently 1.75 percent. The normal retirement benefit age is 63. Upon termination, the vested benefit is based on the accrued balance, but participants must wait until normal retirement benefit age before commencing benefits. Full vesting is provided after five years of service and 25 years of age. The normal form of payment is 12 annual installments. Payments in six installments, a lump sum, or a lifelong annuity are available, but subject to Company consent.

Pension Benefits

(a) (b) (c) (d) (e) (f)
Name

Plan Name

Number of years of
Eligible Credited
Service as of
December 31, 2011
(1)

Present Value of
Accumulated Benefit
(2)

Annual Lifetime or
Five-Year
Annuity Payable Under
GM Pension Plans

Payments During
Last Fiscal Year

   (#) ($) ($) ($)
Daniel F. Akerson (3)
ERP    1.3    —    —    —
Daniel Ammann (3)
ERP    1.7    3,342    1,590    —
Stephen J. Girsky (3)
ERP    1.8    7,191    2,339    —
Thomas G. Stephens (4)
SRP    42.8    1,923,800    131,407    —
ERP    42.8    6,730,256    1,476,206    —
David N. Reilly (5)
VMP    30.9    7,414,180    378,784    —



Name	Plan Name	Number of Years of Eligible Credited Service as of December 31, 2014⁽¹⁾	Present Value of Accumulated Benefits⁽²⁾⁽³⁾ ($)	Payments During Last Fiscal Year ($)
Mary T. Barra	SRP	32.3	952,919	—
Mary T. Barra	ERP	32.3	860,014	—
Charles K. Stevens, III	SRP	35.5	1,043,721	—
Charles K. Stevens, III	ERP	35.5	389,725	—
Daniel Ammann⁽⁴⁾		—	—	—
Mark L. Reuss	SRP	27.8	771,072	—
Mark L. Reuss	ERP	27.8	536,281	—
Michael P. Millikin	SRP	37.5	1,619,084	—
Michael P. Millikin	ERP	37.5	2,124,904	—
Karl-Thomas Neumann	OPEL	1.8	158,958	—
Daniel F. Akerson ⁽⁴⁾		—	—	—


(1)	Eligible service recognizes credited service under the frozen qualified SRP, in addition to future service under the new plan formulae. The 35-year cap on ERP service used in calculating the frozen accrued ERP benefits still applies. Mr. Reilly’s eligible service includes frozen benefit service under the VMP.to determine retirement eligibility.

(2)

The present value of the SRP benefit amount shown takes into consideration the ability to elect a joint and survivor annuity form of payment. For SRP and ERP benefits, the present value represents the value of the benefit ~~accrued through December 31, 2011 and~~ payable at age 60 (or immediately if over age 60). Benefits and present values reflect the provisions of the SRP and ERP as of December 31, ~~2011.~~2014. Present values shown here are based on the mortality and discount rate assumptions used in the December 31, ~~2011~~2014 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 715, ~~“Compensation—Retirement~~“Compensation-Retirement Benefits” except



	57	2015 Proxy Statement



		Executive Compensation

where needed to meet proxy statement requirements. The discount rates used for the SRP are 4.06 percent for calculations as of December 31, 2014. The discount rates used for the ERP are 3.44 percent for calculations as of December 31, 2014.

(3)

The present value of the Opel benefit represents the value of the benefit accrued through December 31, 2014 and payable at age 63. The benefit and present value reflect the provisions of the Opel plan as of December 31, 2014. The present value shown here is based on the mortality and discount rate assumptions used in the December 31, 2014 FASB ASC Section 715, “Compensation-Retirement Benefits” except where needed to meet proxy statement requirements. The discount ~~rates~~rate used for the ~~SRP are 5.04~~Opel plan is 2.6 percent for calculations as of December 31, 2010 and 4.21 percent for calculations as of December 31, 2011. The discount rates used for the ERP are 4.65 percent for calculations as of December 31, 2010 and 3.89 percent for calculations as of December 31, 2011.2014.

~~(3)~~

Tax qualified retirement benefits for Messrs. Akerson, Ammann, and Girsky were accumulated using the 4.0 percent defined contribution formula and are included in the “All Other Compensation” table on page 42. Pursuant to TARP regulations, ERP accruals were not permitted for Messrs. Akerson, Ammann, and Girsky during 2011 because they were SEOs and among the Top 25 most highly compensated employees. Any amounts accrued prior to 2011 are included and the ERP amount in column (d) represents the accumulated benefit under the 4.0 percent defined contribution formula, valued and payable at age 60 as a five-year annuity form of payment. Messrs. Akerson, Ammann, and Girsky were not eligible to retire as of December 31, 2011.

(4)

Mr. Stephens retired on April 1, 2012. The amounts shown in column (d) represent the present value of benefits accrued through December 31, 2011, payable immediately since he is over age 60, as a lifetime annuity form of payment for the SRPAmmann and ~~payable as a five-year annuity form of payment for the ERP. Pursuant~~Mr. Akerson are only eligible to ~~TARP regulations, ERP accruals were not permitted for Mr. Stephens during 2011.~~

~~(5)~~ ~~Mr. Reilly retired on April 1, 2012. He did not~~ participate in ~~the U. S. pension plans. His pension benefits are calculated based on the data~~qualified and assumptions of the VMP and the GM (UK) Unclassified Executive Supplemental Pension Plan (the “Supplemental Plan”). The VMP is a defined benefit plan available to all salaried employees and is unreduced at retirement with Company consent at age 62 with five years pensionable service. The Supplemental Plan is anon-qualified defined contribution ~~plan in which Mr. Reilly did not accrue additional benefits during 2011 pursuant to TARP regulations.~~plans offered by the Company.

~~2011~~

2014 Nonqualified Deferred Compensation Plans

We maintain certain deferred compensation programs and arrangements for executives, including the NEOs.

The ~~General Motors Defined Contribution portion of the Executive Retirement Plan (the “DC ERP”), formerly known as the Benefit Equalization Plan,~~DC ERP, allows for the equalization of benefits for highly compensated salaried employees under ~~the SRP and~~ the RSP when such employees’ contribution and benefit levels exceed the maximum limitations on contributions and benefits imposed by Section 2004 of ERISA, as amended, and Section 401(a)(17) and 415 of the ~~U.S. Internal Revenue Code (the “IRC”).~~IRC, as amended. The DC ERP is maintained as an unfunded plan and we bear all expenses for administration of the plan and payment of amounts to participants. ~~Our~~

Aggregate account balances disclosed below include both vested and unvested contributions by GM. Contributions made prior to ~~employee accounts are currently invested in~~2007 were vested immediately. Contributions made between January 1, 2007 and September 30, 2012 vest when the ~~same investment funds as~~participant attains age 55 with ten years of service. Contributions made on October 1, 2012 and later vest when the ~~RSP. Pursuant to TARP regulations, no accruals or contributions to the DC ERP were permitted during 2011 for NEOs who were also SEOs in 2011.~~

participant attains three years of service, regardless of age.

Salary Stock ~~Plan—Pursuant to plan terms and upon approval of the Special Master,~~Plan - NEOs ~~receive~~received a portion of their total annual compensation in the form of ~~SSUs.~~ SSUs, ~~are~~which were granted ~~to NEOs~~ each quarter ~~as described in~~while the ~~“2011 Grants of Plan Based Awards” table on page 44.~~Company was under TARP. SSUs are non-forfeitable and become deliverable quarterly in three equal installments at each of the first, second, and third anniversaries of the grant date.

No SSUs were granted in 2014 as the Company exited TARP.

The table below reflects December 31, ~~2011~~2014 balances for the various nonqualified deferred compensation plans, including vested but unpaid SSUs, based on the closing price of Common Stock ($~~20.27)~~34.91) and any contributions, earnings, and withdrawals during the year.



Name	Plan	Executive Contributions in the Last Fiscal Year	Registrant Contributions in the Last Fiscal Year⁽¹⁾ ($)	Aggregate Earnings in the Last Fiscal Year⁽²⁾($)		Aggregate Withdrawals and Distributions⁽³⁾($)		Aggregate Balance at 2014 Fiscal Year End ($)
Mary T. Barra	SSU	—	—	(1,127,868	)	(3,155,476	)	3,188,959
Mary T. Barra	DC ERP	—	138,341	9,113		—		195,877
Charles K. Stevens, III	SSU	—	—	(17,813	)	(42,401	)	58,963
Charles K. Stevens, III	DC ERP	—	75,818	2,494		—		90,337
Daniel Ammann	SSU	—	—	(1,144,692	)	(3,204,381	)	3,235,214
Daniel Ammann	DC ERP	—	56,971	1,126		—		64,649
Mark L. Reuss	SSU	—	—	(950,765	)	(2,625,815	)	2,727,414
Mark L. Reuss	DC ERP	—	58,621	1,372		—		70,928
Michael P. Millikin	SSU	—	—	(1,095,884	)	(1,095,884	)	3,077,701
Michael P. Millikin	DC ERP	—	43,750	1,190		—		69,788
Karl-Thomas Neumann	SSU	—	—	(384,083	)	(726,735	)	1,468,978
Karl-Thomas Neumann
Daniel F. Akerson	SSU	—	—	(3,070,920	)	(8,594,192	)	8,685,817
Daniel F. Akerson	DC ERP	—	47,200	1,736		(54,585	)	—

~~(a)~~

~~(b)~~

~~(c)~~

~~(d)~~

~~(e)~~

~~(f)~~

~~Name~~

~~Plan~~

~~Executive~~
~~Contributions~~
~~in the Last~~
~~Fiscal Year~~

~~Registrant~~
~~Contributions~~
~~in the Last~~
~~Fiscal Year (1)~~

~~Aggregate~~
~~Earnings in~~
~~the Last~~
~~Fiscal Year (2)~~

~~Aggregate~~
~~Withdrawals~~
~~and~~
~~Distributions (3)~~

~~Aggregate~~
~~Balance at~~
~~2011 Fiscal~~
~~Year-End (4)~~

~~($)~~

~~Daniel F. Akerson~~

~~SSU~~

~~DC ERP~~

0
0

~~5,284,237~~
0

~~(1,895,407)~~
0

~~(408,898)~~

~~5,213,059~~
0

~~Daniel Ammann~~

~~SSU~~

~~DC ERP~~

0
0

~~2,043,958~~
0

~~(1,093,946)~~
0

~~(463,755)~~

~~2,402,056~~
0

~~Stephen J. Girsky~~

~~SSU~~

~~DC ERP~~

0
0

~~3,190,512~~
0

~~(2,818,267)~~
0

~~(1,406,827)~~
0

~~4,787,713~~
0

~~Thomas G. Stephens~~

~~SSU~~

~~DC ERP~~

0
0

~~5,383,953~~
0

~~(3,778,849)~~
~~(6,895)~~

~~(1,883,113)~~
0

~~7,042,609~~
~~58,591~~

~~David N. Reilly~~

~~SSU~~

~~Other~~

0
0

~~2,293,206~~
0

~~(1,729,080)~~
~~84,391~~

~~(934,578)~~

~~3,071,756~~
~~603,330~~

~~Christopher P. Liddell (Resigned)~~

~~SSU~~

~~DC ERP~~

0
0

~~855,621~~

~~(2,733,984)~~
0

~~(1,467,985)~~
0

~~2,819,152~~
0

(1)

No SSUs were granted ~~on a quarterly basis to each of~~in 2014, as the NEOs on the dates and in the amounts described in the “2011 Grants of Plan Based Awards” table on page 44, and the aggregate value of these awards is included for each NEO in the “Stock Awards” column of the “2011 Summary Compensation Table” on page 41.Company was no longer under TARP.

(2)

~~None of the earnings~~Earnings that may be included in the “Aggregate Earnings in the Last Fiscal Year” column ~~(d)~~ are not reported in the “Change in Pension Value and ~~Nonqualified~~Non-qualified Deferred Compensation” totals and footnote 76 included in the ~~“2011~~“2014 Summary Compensation Table” on page ~~41,~~52, because we do not pay above-market earnings on ~~U. S.~~U.S. deferred compensation. ~~The investment gains reported for Mr. Reilly were earned on investments in publicly available retail products under the provisions of the supplemental plan.~~

(3)

Payments of ~~vested~~ SSUs granted on various dates and at various share prices were made to each of the NEOs as follows: Mr. Akerson, $166,135 (8,184 shares) on September 30, 2011 and $242,763 (12,012 shares) on December 31, 2011; Mr. Ammann, $337,876 (11,118 shares) on June 30, 2011, $84,651 (4,170 shares) on September 30, 2011, and $41,228 (2,040 shares) on December 31, 2011; Mr. Girsky, $565,011 (18,063 shares) on March 31, 2011, $422,299 (13,896 shares) on June 30, 2011, $282,089 (13,896 shares) on September 30, 2011, and $137,428 (6,800 shares) on December 31, 2011; Mr. Stephens, $625,913 (20,010 shares) on March 31, 2011, $608,013 (20,007 shares) on June 30, 2011, $406,142 (20,007 shares) on September 30, 2011, and $243,045 (12,026 shares) on December 31, 2011; Mr. Reilly, $305,637 (9,771 shares) on March 31, 2011, $296,941 (9,771 shares) on June 30, 2011, $198,351 (9,771 shares) on

pursuant to TARP restrictions.



	September 30, 2011, and $134,013 (6,631 shares) on December 31, 2011; and Mr. Liddell, $499,886 (15,981 shares) on March 31, 2011, $485,663 (15,981 shares) on June 30, 2011, $324,414 (15,981 shares) on September 30, 2011, and $158,022 (7,819 shares) on December 31, 2011. The quarterly payments were valued based on the average of the high and low price of Common Stock on the payment dates; $31.28 on March 31, 2011, $30.39 on June 30, 2011, $20.30 on September 30, 2011, and $20.21 on December 31, 2011.58	2015 Proxy Statement

~~(4)~~
	Pursuant to TARP regulations, no new accruals are permitted to the DC ERP for the NEOs. The balance shown for Mr. Stephens includes amounts credited to his DC ERP account by both GM and General Motors Corporation prior to October 22, 2009, because these accounts were assumed by GM with the closing of the 363 Sale and were not subject to cancellation during MLC liquidation proceedings.
		Executive Compensation

All amounts reported in column (f), except earnings at prevailing market rates, have been reported in the “2011 Summary Compensation Table” on page 41 for each NEO. Amounts earned in previous years were reported in earlier Summary Compensation Tables if that NEO’s compensation was required to be disclosed. Amounts previously reported in such years include previously earned Company matching contributions. The totals in column (f) above reflect the cumulative value of these contributions and investment choices for each NEO.

Mr. Reilly did not participate in the DC ERP, and the amount included in “Other” is a Supplemental Pension arrangement in which no additional contributions have been accrued, pursuant to TARP regulations. Earnings in his account were computed after factoring in the conversion rate on December 31, 2011 between the British Pound and the U.S. Dollar.

Potential Payments Upon Termination or Change in Control

The Company does not maintain ~~compensation and benefit plans~~individual employment agreements with any U.S.-based NEO that ~~will provide payment of compensation to NEOs~~provides guaranteed payments in the event of a termination of employment or change in control. In the event that a U.S. NEO’s position with the Company is eliminated, including the elimination of the NEO’s position as a result of a change in control, the NEO would be eligible for severance pay under the GM Executive Severance Program. Dr. Neumann has an employment agreement that requires the Company provide a notice period of 12 months unless there is a termination for cause event.

The table below shows the potential payments to each NEO assuming a termination of employment on December 31, 2014 due to ~~retirement~~each of the following: voluntary separation or ~~death.~~termination for cause; mutual separation; full career status retirement; disability; death; and change in control with termination of employment. Each of the separation events is described in more detail below. These provisions are generally applicable to ~~all plan~~ participants in each of the applicable plans and they are not reserved only for NEOs. The ~~amount~~payments below are in addition to the present value of ~~compensation payable~~the accumulated benefits from each NEOs qualified and non-qualified pension plans shown in the Pension Benefits Table on page 58, and the aggregate balance due to each NEO that is shown in the Nonqualified Deferred Compensation Table on page 58.

For purposes of the following table, the Company describes these ~~situations~~terminations and potential payments:

Voluntary Separation or Termination for Cause - A voluntary separation occurs when an executive voluntarily terminates employment with the Company. A termination for cause occurs where an executive is ~~described~~dismissed from employment by the Company for cause which is considered to include, but is not limited to, the executive’s gross negligence, willful misconduct, or violation of state or federal securities laws. Under each of these scenarios, executives generally forfeit all outstanding equity awards and are not eligible for any award or payment under the STIP.Full career status voluntary separations receive different treatment as discussed below.

~~We do~~

Mutual Separation - A mutual separation occurs when the Company and an executive agree to mutually end the employment relationship, reflected in a mutually agreed separation agreement or program. Under a mutual separation, an executive may be eligible to receive severance pay from the Company. An executive will forfeit all outstanding equity awards and will not ~~provide change-in-control benefits~~be eligible for ~~executives,~~any award or payment under the STIP if the executive enters into a mutual separation with the Company.

Full Career Status Retirement - A full career status retirement occurs when an executive reaches the age of 55 with ten or more years of continuous service or age 62 or older and ~~we utilize employment~~the executive voluntarily separates from the Company. If an executive enters into a separation or severance ~~agreements~~agreement, they cannot also elect full career status retirement. In the event of full career status retirement, the executive is generally eligible for a prorated STIP award based on ~~an infrequent basis. Employment arrangements with NEOs are described below.~~

~~Retirement and Pension Benefits.~~ ~~Plan provisions and pension benefits for NEOs are described above~~months of active service in the ~~“Pension Benefits~~performance year as of their termination date and ~~Retirement Programs Applicable~~once final performance has been determined. RSUs granted within one year prior to ~~Executive Officers”~~the date of retirement are prorated based on ~~page 46. No other individualized arrangements exist~~months of active service prior to the date of termination. RSUs granted more than one year prior to the date of retirement continue to vest in accordance with ~~NEOs except those disclosed~~their vesting schedule. PSUs granted within one year prior to the date of retirement are prorated based on months of active service prior to the date of termination andwill be adjusted for final corporate performance against the performance measures contained in the ~~“Employment Agreements~~awards; such awards will be payable following approval of such performance. PSUs granted more than one year prior to the date of retirement will remain outstanding until the end of the performance period at which time they will be adjusted for final corporate performance and ~~Arrangements” section below.~~be settled following approval of such performance.

As of December 31, ~~2011,~~2014, only Messrs. Stevens and Millikin were eligible for full career status retirement. Mr. ~~Stephens was~~Akerson retired on July 1, 2014.

Disability - Disability occurs when an executive terminates employment by reason of their inability to engage in any gainful activity due to a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Executives are eligible for a full-year STIP award related to the year in which termination occurs once final performance has been determined. Unvested RSUs and TARP RSUs continue to vest according to their vesting schedule. Unvested PSUs vest immediately upon such termination and will remain outstanding until the end of the performance period at which time they will be adjusted for final corporate performance and be settled following approval of such performance.



	59	2015 Proxy Statement



		Executive Compensation

Death - Following the death of an executive, the beneficiary of the executive will be eligible to ~~retire pursuant~~receive the target STIP award subject to ~~the provisions of both the qualified SRP~~adjustment for final corporate and ~~the non-qualified ERP.~~

~~As of December 31, 2011, Mr. Reilly was eligible to retire pursuant to the provisions~~individual performance following determination of the ~~VMP.~~

Asfinal award. RSUs immediately vest in full and are settled within 90 days of ~~December 31, 2011, Messrs. Akerson, Ammann,~~death. PSUs vest immediately upon death, and ~~Girsky were not eligible to retire under any qualified or non-qualified retirement plan. Upon~~will remain outstanding until the end of the performance period at which time they will be adjusted for final corporate performance and be settled following approval of such performance. TARP RSUs are prorated for months of active service and settled as soon as possible.

Change in Control - In the event of a termination of employment ~~their benefits would~~resulting from a change in control, an executive will be ~~forfeited. Mr. Liddell’s benefits were forfeited upon his resignation from~~eligible for severance under the ~~Company, effective April 1, 2011.~~

~~Benefits Payable at Death.~~ ~~Pursuant to SRP plan terms, we provide eligible survivors a monthly pension benefit~~GM Executive Severance Program that provides an executive salary continuation based on service with the Company. Executives are also eligible for a ~~percentage~~STIP award prorated at target based on months of active service in the performance year as of their termination date and the STIP award for the prior year, if such award has been determined but not paid. If the STIP award for the prior year has not been determined, the award shall be determined at target and paid. All RSU awards will generally vest and become payable immediately prior to the change in control. For PSUs, the performance period will end immediately prior to the change in control and awards will be determined based on actual performance and converted to a time-based award. TARP RSU awards are not subject to change in control provisions and unvested awards are forfeited.



Name	Compensation Element^(1)(2)(3)	Voluntary Separation or Termination for Cause ($)	Mutual Separation ($)	Full Career Status Retirement ($)	Disability ($)	Death ($)	Change in Control with Termination ($)
Mary T. Barra	Cash	—	1,333,333	—	—	—	1,600,000
	STIP	—	—	—	2,072,000	2,072,000	2,800,000
	LTIP	—	—	—	12,985,054	11,449,079	9,665,043
	Total	—	1,333,333	—	15,057,054	13,521,079	14,065,043
Charles K. Stevens, III	Cash	—	583,333	—	—	—	700,000
	STIP	—	—	647,500	647,500	647,500	875,000
	LTIP	—	—	1,743,623	4,061,883	3,333,514	4,061,883
	Total	—	583,333	2,391,123	4,709,383	3,981,014	5,636,883
Daniel Ammann	Cash	—	166,667	—	—	—	166,667
	STIP	—	—	—	925,000	925,000	1,250,000
	LTIP	—	—	—	7,765,904	6,211,153	4,397,613
	Total	—	166,667	—	8,690,904	7,136,153	5,814,280
Mark L. Reuss	Cash	—	708,333	—	—	—	850,000
	STIP	—	—	—	786,300	786,300	1,062,500
	LTIP	—	—	—	8,651,850	7,299,237	5,752,749
	Total	—	708,333	—	9,438,150	8,085,537	7,665,249
Michael P. Millikin	Cash	—	583,333	—	—	—	700,000
	STIP	—	—	647,500	647,500	647,500	875,000
	LTIP	—	—	670,346	2,053,825	2,053,825	2,053,825
	Total	—	583,333	1,317,846	2,701,325	2,701,325	3,628,825
Karl-Thomas Neumann⁽⁴⁾	Cash	—	—	—	743,568	186,498	—
	STIP	—	—	—	640,583	640,583	936,363
	LTIP	—	—	—	4,512,118	4,512,118	4,512,118
	Total	—	—	—	5,896,269	5,339,199	5,448,481
Daniel F. Akerson⁽⁵⁾	Cash	—	—	—	—	—	—
	STIP	—	—	1,100,800	—	—	—
	LTIP	—	—	—	—	—	—
	Total	—	—	1,100,800	—	—	—

(1)

Cash amounts shown for Mutual Separation are payable under the GM Mutual Separation Policy. The cash payment is equal to 50% of each NEO’s monthly base salary for each year of service (maximum payment is equal to 10 months of pay). Cash amounts shown for Change in Control with Termination are payable under the GM Executive Severance Program. The cash payment is equal to 50% of each NEO’s monthly base salary for each year of service (maximum payment is equal to 12 months of pay). There are no cash payments due upon Full Career Status Retirement, Disability, or Death.

(2)

STIP amounts shown are payable under the 2014 Short-Term Incentive Plan. STIP values shown for Full Career Status Retirement, Disability and Death are based on the actual full-year performance at the overall corporate achievement. STIP amounts shown for Change in Control with Termination reflect target-level performance. Executives forfeit STIP awards for Voluntary Separation or Termination for Cause and Mutual Separation.


(3)	LTIP amounts reflect the value of unvested RSU and PSU awards that vest upon termination. The value of the awards is based on GM’s closing stock price on December 31, 2014 of $34.91.


(4)	Per the terms of Dr. Neumann’s employment agreement, he would be eligible to receive €614,000 payable in the event of a disability and €154,000 payable in the event of a death as part of the insurance plan provided to Opel Management Board Members.



	60	2015 Proxy Statement



		Executive Compensation

Using the exchange rate on December 31, 2014 of €1 = $1.2110 the amounts were $743,568 for disability and $186,498 for death. For STIP payments under death and disability the exchange rate used was €1 = $1.1195.


(5)	Mr. Akerson retired on July 1, 2014 and the table reflects only a termination based on his retirement on that date.

Employment Agreements

The Company has no employment agreements with any of the ~~monthly retirement benefit payable to the employee where the survivor option has been elected. Under the terms of the ERP, survivor benefits, if applicable, are payable as~~U.S.-based NEOs. The Company entered into a ~~lump sum. RSUs are pro-rated for time worked and paid immediately to eligible survivors.~~

~~Deferred Compensation Plans.~~ ~~SSUs are vested when earned and will continue to be paid in accordance~~new employment agreement with ~~their terms as described in this proxy statement following separation.~~

~~Incentive Plans.~~ ~~RSUs granted in 2011 do not vest until the third anniversary of their grant date. Unvested RSUs are forfeited upon termination of employment, except in cases of retirement or death.~~

~~Employment Agreements and Arrangements~~

Although the material elements of certain employment arrangements with the NEOs are described below, we are currently prohibited by TARP from paying any severance or bonus and incentive compensation amounts to any SEOs upon termination or change-in-control. The SEOs have each waived their contractual entitlement to any payment that would violate this prohibition.

~~Daniel F. Akerson.~~Dr. Neumann on August 1, 2014. Our employment ~~arrangement~~agreement with ~~Mr. Akerson provides that Mr. Akerson’s~~Dr. Neumann provided an annual cash base salary ~~is $1,700,000,~~as described above and ~~he participates~~participation in ~~the~~ benefit plans available to ~~executive officers. He~~all executives in Germany. Dr. Neumann will also ~~receives a portion of his total annual compensation as SSUs valued at $5,300,000, which will be delivered ratably over three years one year after~~participate in both the date of grant. He was also granted TARP-compliant RSUs on February 10, 2011 valued at $666,667 (based upon a target $2,000,000 annual grant prorated for time worked in 2010). This arrangement does not have a definite term; Mr. Akerson is employed at the will of the Company;STIP and this arrangement does not provide for any special post-employment compensation or benefits. Mr. Akerson does not receive additional compensation for his service on our Board of Directors. We have no other written or unwritten arrangements with Mr. Akerson.

~~Daniel Ammann.~~Our employment arrangement with Mr. Ammann upon his becoming chief financial officer on April 1, 2011 provides that Mr. Ammann’s annual cash base salary effective April 1, 2011 is $750,000, and he participates in the benefit plans available to executive officers. He also receives a portion of his total annual compensation as SSUs valued at $2,050,000, which will be delivered over three years beginning one year after the date of grant. He is also eligible to receive TARP-compliant RSUs valued at $1,400,000. Mr. Amman’s previously granted RSUs were converted to restricted stock on March 31, 2011LTIP as described ~~on page 36. This arrangement does not provide for any special post-employment compensation or benefits.~~

~~Stephen J. Girsky.~~ Our employment arrangement with Mr. Girsky provides that Mr. Girsky’s annual cash base salary is $600,000, and he participates in the benefit plans available to executive officers. Mr. Girsky receives the remaining portion of his total annual compensation as SSUs valued at $3,200,000, which will be delivered over three years beginning one year after the date of grant, and TARP-compliant RSUs on February 10, 2011 valued at $1,500,000. This arrangement does not provide for any special post-employment compensation or benefits. Mr. Girsky does not receive additional compensation for his service on our Board of Directors.

~~Christopher P. Liddell.~~ Our employment agreement with Mr. Liddell provided that Mr. Liddell’s annual cash base salary would be $750,000, and he participated in the benefit plans available to executive officers. His agreement also provided for him to receive a portion of his total annual compensation as SSUs, which were valued at $855,621, for the time he worked in 2011 and which will be delivered over three years beginning one year after the date of grant. This arrangement did not provide for any special post-employment compensation or benefits. Mr. Liddell’s employment agreement was terminated upon his resignation from the Company effective April 1, 2011. SSUs earned prior to April 1, 2011 will be delivered to him in accordance with their original terms. All outstanding RSUs have been forfeited.

~~COMPENSATION COMMITTEE REPORT~~

above.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis ("CD&A&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 in the GM ~~2011~~2014 Annual Report on Form 10-K.

~~Under the terms of~~

Following the UST ~~Loan Agreement,~~selling its remaining shares of Common Stock, the Company exited TARP and the Compensation Committee, ~~is required~~consistent with its charter responsibilities, ensured the Company’s performance-based compensation policies and practices supported the successful recruitment, development, and retention of executive talent in order to ~~review~~achieve the Company’s business objectives and optimize long-term financial returns for our stockholders.

Further, the Compensation Committee reviewed the incentive compensation ~~arrangements of our NEOs~~plans for all employees with the ~~senior risk officer within 120 days of the completion of each fiscal year in which the loan remains outstanding~~Vice President, Controller and Chief Accounting Officer to ensure that ~~the~~ incentive compensation ~~arrangements for these officers do~~does not encourage ~~them~~employees to take unnecessary and excessive risks that may threaten the value of the Company.

~~The~~

Compensation Committee is also required to review all employee compensation plans, make all reasonable efforts to eliminate unnecessary risks that the plans may pose to GM, and eliminate any features of these plans that would encourage the manipulation of GM’s reported earnings to enhance the compensation of any employees.

As described in the CD&A beginning on page 32, the TARP requirements prohibit us from paying incentive compensation to our SEOs and our next 20 most highly compensated employees, with the exception of limited restricted stock awards. In addition, the Special Master has placed restrictions on the cash compensation we can provide to this group of employees and has allowed limited salary stock awards in lieu of other compensation. While this compensation regime does not encourage excessive risk-taking, it presents other challenges for the Compensation Committee, the Company, and its management, as discussed in the CD&A. This report does not address these challenges. Rather, the purpose of this report is to review the compensation arrangements provided in conformance with the limits imposed by the requirements of TARP and the Special Master and our assessment of the extent to which these compensation arrangements discourage unnecessary and excessive risk-taking by Company personnel.

The 2011 annual risk review of the Company’s compensation arrangements was completed on March 19, 2012, and a discussion of our review process is included in the section entitled “Compensation Risk Assessment and Management Process” on page 39. Upon concluding the review, the Committee Chair, on behalf of the Compensation Committee, certified to the UST that:

(1) The Compensation Committee has reviewed with the Chief Risk Officer the senior executive officer (“SEO”) compensation plans (approved by the Special Master for TARP Executive Compensation) and has made all reasonable efforts to ensure that these plans do not encourage SEOs to take unnecessary and excessive risks that threaten the value of the Borrower;

(2) The Compensation Committee has reviewed with the Chief Risk Officer the employee compensation plans (approved by the Special Master for TARP Executive Compensation) and has made all reasonable efforts to limit any unnecessary risks these plans pose to the Borrower; and

(3) The Compensation Committee has reviewed with the Chief Risk Officer the employee compensation plans (approved by the Special Master for TARP Executive Compensation) to eliminate any features of these plans that would encourage the manipulation of reported earnings of the Borrower to enhance the compensation of any employee.

(4) The following narrative description identifies each SEO compensation plan and explains, in conjunction with the factors in paragraphs (5), (6), and (7), how the SEO compensation plan does not encourage the SEOs to take unnecessary and excessive risks that threaten the value of the Borrower:

~~In 2011, the SEO executive compensation program consisted of four elements:~~

~~1. Cash salary;~~

~~2. Salary stock;~~

~~3. Long-term restricted stock; and~~

~~4. Perquisites and other compensation.~~

This compensation structure design does not encourage SEOs to take unnecessary and excessive risks that threaten the value of the Company. A description of the pay planning process and each plan element is provided below.

The GM Board and Management regularly discuss GM’s financial outlook, operating and enterprise risks, global competitor strategies, legislative and regulatory issues, and governance matters. Directors review how Management is addressing these risks and how these risks could impact GM’s financial structure. Other groups within GM are also involved in managing risks and compliance issues on an ongoing basis, including the Treasurer’s Office, General Motors Asset Management Corporation (“GMAM”), Legal Staff, Information Technology, GM Audit Services, Corporate Accounting, and Global Purchasing and Supply Chain. Our General Auditor and Chief Risk Officer meets regularly with the Finance and Risk Committee to assist the Board in its oversight of our risk management strategies and policies.

As compensation and incentive plans are developed, they are periodically reviewed to ensure balance between fixed and variable pay and between risk and reward, and the Chief Risk Officer participates in the compensation risk assessment with the Compensation Committee to determine if plan changes are necessary. As described below, our outside advisors also participate in the process. The Compensation Committee reports its findings and recommendations to the CEO and the Board before submitting our plans to the UST.

(5) Consistent with the direction from the UST, the Compensation Committee specifically took the following actions in developing the compensation plans for SEOs and the next 20 most highly compensated employees during 2011 to ensure that their annual compensation was compliant with the guidelines established by TARP:

•

~~Base Salaries: Targeted salaries at the 50~~^th ~~percentile of compensation for persons in similar positions or roles at similar entities based on a competitive analysis of peer company pay practices, unless limited as described below;~~

~~Cash Salaries: Generally, limited cash salaries to less than $500,000. Limited exceptions for good cause shown were reviewed and approved by the Special Master for TARP Executive Compensation;~~

Salary Stock: Allocated a significant portion of salaries to salary stock to be credited to each executive’s account each pay period and converted to equity grants each quarter. The salary stock vests immediately upon grant, with the number of share units based on the average of the high and low price of a share of Common Stock on the date of the grant. These share units vest and become redeemable in three equal, annual installments beginning on the first anniversary of the grant;

Long-Term Equity: Planned long-term incentive awards generally equal to one third of 2011 compensation and based on 2011 Company performance. The awards will be granted in March 2012 and will vest as follows: two-thirds after two years and one third after three years of service and based on the proportionate repayment of GM’s TARP obligations; and

~~Perquisites and Other Compensation~~: Limited the payment of perquisites to $25,000 or less for all SEOs and next 20 most highly compensated employees. Severance payments to SEOs were prohibited and the accrual of any non-qualified deferred compensation or supplemental executive retirement plan benefit for SEOs was also prohibited.

~~Working within the parameters established by TARP and the Special Master, the following risk considerations were taken into account as we developed incentive plans for all executives:~~

~~Incentive plan metrics must be aligned with business strategy;~~

~~Performance objectives must be balanced with quality or sustainability of such performance;~~

~~The full range of potential payouts under each plan must be understood;~~

~~Payouts must be capped;~~

~~Leverage and ratio of incentive compensation to total compensation must be appropriate;~~

~~Performance, structure, and incentive plan payouts must be comparable to industry or peers;~~

~~The Compensation Committee reserves the right to exercise discretion where appropriate and within the parameters established by the Special Master;~~

~~The plans must focus on long-term performance that aligns with stockholder interests;~~

~~A recoupment policy must provide for clawback of incentive payouts based on revised financials that would result in lower incentive payouts; and~~

~~The Compensation Committee discusses risk when considering incentive programs.~~

Because we are subject to TARP and the Special Master restrictions on the design of our compensation programs, particularly related to our top tier management, we are constrained in our ability to align our compensation with our business goals and the compensation of our peer companies. However, these challenges do not necessarily impact the risk assessment addressed in this report, which focuses on whether our compensation programs as structured could encourage unnecessary or excessive risk-taking.

~~In addition, the Compensation Committee also took the following actions:~~

Maintained a clawback policy that renders incentive awards subject to recoupment, when reasonable to do so, if the award was based on materially inaccurate financial statements or materially inaccurate performance metric criteria;

Maintained a securities trading policy that prohibits NEOs from buying or selling GM securities when in possession of material, non-public information and any transactions require the specific approval of our Legal Staff. Trading in GM derivatives (i.e., puts or calls) and short sales of GM securities are also prohibited;

~~Prohibited the accrual of any bonus or retention award for SEOs; and~~

Prohibited tax gross ups for SEOs and the next 20 most highly compensated employees after October 22, 2009, for the remaining 26 – 100 employees after December 11, 2009 and for all other executives after February 1, 2010, except where permitted in conjunction with expatriate or Foreign Service-related allowances and cost reimbursements.

(6) The following narrative description identifies other employee compensation plans and explains how any unnecessary risks posed by the other employee compensation plans have been limited and further explains how the other employee compensation plans do not encourage the manipulation of reported earnings to enhance the compensation of any employee:

~~GMAM Incentive Plans~~

–

Annual Incentive Plan (“AIP”): Performance based on a combination of overall GMAM investment performance, unit or group investment performance, individual fund investment performance, business metrics (e.g., de-risking strategies), and reduction of third-party assets. Overall GMAM investment performance is measured over one-year and three-year performance periods (with 75 percent weight given to the three-year performance), providing a longer-term focus and discouraging risk for short-term gain.

– Safeguards include: regular meetings with the Investment Policy Committee; ongoing oversight by senior GM financial management and internal audits by GM Audit Services; Compensation Committee approval of payout funds; and Chief Financial Officer’s review of individual awards. The GMAM CEO does not participate in this plan.

~~GM Financial Incentive Plans~~

–

Officer Bonus Plan – Performance based on a combination of GM Financial metrics (e.g., Adjusted EBT, credit losses, core originations, GM non-prime U.S. leases, GM Canadian leases, GM Floor Plan, and GM new originations).

–

Safeguards include: review of business plans and business metrics by the GM Financial board of directors; ongoing oversight by GM senior management; internal audits by GM Audit Services; and GM Compensation Committee approval of funds and metrics.

~~Other Salaried Employee compensation plans in U.S. and non-U.S. locations are comprised of the following elements:~~

–

~~Cash base salary;~~

–

~~Benefits and welfare payments required by U.S. or foreign law or competitive practice;~~

–

~~Variable Pay Plans;~~

–

~~Recognition awards (lump-sum payments);~~

–

~~Pension plans;~~

–

~~Savings plans;~~

–

Safeguards which include: approval of all compensation and benefit plans by GM Global Compensation Staff and the Vice President of Global Human Resources (U.S. plans) or appropriate Regional President (non-U.S. plans).

(7) In carrying out its duties, the Compensation Committee has the authority to retain outside compensation, legal, and other advisors to assist in performing its functions. During 2011 the Compensation Committee engaged an independent, executive compensation consulting firm, Compensation Advisory Partners LLC (“CAP”). A representative of the consulting firm attends all Committee meetings, either in person or via telephone conference; consults with and advises Committee members on executive compensation matters—including the form and amount of various pay elements—as needed; and develops and interprets benchmarking data for the Committee’s use in its deliberations. CAP provides no services to management. The Compensation Committee also retained independent, outside legal counsel, Davis Polk & Wardwell LLP.

The external advisors report directly to the Compensation Committee and all work performed by the external advisors is overseen by the Compensation Committee. The outside advisors participate in Compensation Committee meetings and discussions to help ensure Compensation Committee members have a thorough understanding of the issues under consideration, and they may be asked to provide additional materials or analysis to further clarify issues being discussed. In addition to information prepared by the Compensation Committee’s external advisors, GM’s Global Compensation Staff obtains compensation and benefit-related market data and analysis from several major providers and uses it to plan compensation for the broader executive group and other employee groups.

~~During the past three years, the consultants provided the following services for the Compensation Committee and for management:~~

Name

2011

2010

2009
Mercer

-  Global salary surveys
-  Benefit-related market data (Management Only)

-  Global salary surveys
-  Benefit-related market data (Management Only)

-  Compensation Committee consultation and meeting attendance
-  Benchmarking data
-  Global salary surveys
-  Benefit-related market data
CAP

-  Compensation Committee consultation and meeting attendance
-  Benchmarking data for executive positions

-  Compensation Committee consultation and meeting attendance
-  Benchmarking data for executive positions

-  Compensation Committee consultation and meeting attendance

During 2011, there was no bonus, variable pay, or other employee benefit plan for salaried employees that could provide incentive for employees to manipulate reported earnings or enhance the compensation of any employee.

~~Executive Compensation Committee~~

E. Neville Isdell (Chair)

~~David Bonderman~~

~~To attend the annual meeting, you must request an admission ticket in advance by following the instructions in the Proxy Statement.~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~

~~The Proxy Statement and Annual Report to Stockholders are available at www.gm.com/proxymaterials.~~

~~— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —~~



¨o	PreliminaryProxy Statement
¨o	Confidential, for Use of the Commission Only(as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨o	Definitive Additional Materials
¨o	Soliciting Material Pursuant to §240.14a-12



~~Notice of Annual Meeting of Stockholders of General Motors Company~~YOUR VOTE IS IMPORTANT.			1
~~Proxy Statement~~	2
~~Questions and Answers~~	2
~~Item No. 1 – Nomination and Election of Directors~~	7
~~Information about Nominees for Director~~	8
~~Corporate Governance~~	14
~~Corporate Governance Guidelines~~	14
~~Board Leadership Structure~~	14
~~Board’s Role in Risk Oversight~~	15
~~Selection of Nominees for Election to the Board~~	16
~~Board Meetings and Attendance~~	17
~~Size of the Board~~	17
~~Voting Standards for the Election of Directors~~	17
~~Director Independence~~	18
~~Executive Sessions~~	19
~~Stockholder Communication with the Board~~	20
~~Code of Ethics~~	20
~~Confidentiality~~	20
~~Director Orientation and Continuing Education~~	20
~~Access to Outside Advisors~~	20
~~Committees of the Board of Directors~~	21
~~Non-Employee Director Compensation~~	23
~~Compensation Committee Interlocks and Insider Participation~~	25
~~Director Stock Ownership Requirements and Holding Requirement~~	25
~~Security Ownership of Directors, Named Executive Officers, and Certain Others~~	26
~~Stockholders Agreement~~	28
~~Certain Relationships and Related Party Transactions~~	28
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	29	��
~~Executive Compensation~~	30
~~Compensation Discussion and Analysis Executive Summary~~	30
~~Compensation Discussion and Analysis~~	32
~~Compensation Risk Assessment and Management Process~~	39
~~2011 Summary Compensation Table~~	41
~~Compensation Committee Report~~	52
~~Audit Committee Report~~	57
~~Fees Paid to Independent Registered Public Accounting Firm~~	58
~~Item No. 2~~ ~~— Ratification of the Selection of Deloitte & Touche LLP for 2012~~	59
~~Item No. 3~~ ~~— Advisory Vote to Approve Executive Compensation~~	59


~~Time and Date:~~		~~9:30 a.m. Eastern Time, Tuesday, June 12, 2012~~

~~Place:~~		~~General Motors Company~~
		~~General Motors Global Headquarters~~
		~~300 Renaissance Center~~
		~~Detroit, Michigan 48265~~

~~Agenda Items:~~		~~1. Election of directors;~~

		~~2. Ratification of the selection of the independent registered public accounting firm for 2012;~~

		~~3. Advisory vote to approve executive compensation; and~~

		~~4. Transacting any other business that is properly brought before the meeting, or any adjournment thereof~~

~~Board of Directors~~ ~~Recommendations:~~		~~The Board of Directors recommends a vote~~~~“FOR”~~ ~~Items 1, 2, and 3.~~

~~Record Date:~~		~~You are entitled to vote at the meeting if you were a holder of record of GM Common Stock, $0.01 par value (“Common Stock”), at the close of business on April 13, 2012.~~

~~Proxy Voting:~~		~~Your vote is very important.~~ Whether or not you plan to attend the annual meeting, please submit your vote as soon as possible so that your shares will be represented and voted at the meeting. You may submit your vote by ~~the~~ Internet, byor telephone, or by completing and mailing the enclosed proxy card or voting instruction form. Please note that voting in advance by any of these methods will not affect your right to attend the meeting and vote in person. For specific instructions on how to vote your shares, please see“ "How do I vote without attending the annual meeting?”"on page 2.6.



~~Admission:~~Date: Tuesday, June 9, 2015
Time: 9:30 a.m. Eastern Time
Place: General Motors Global Headquarters, 300 Renaissance Center, Detroit, Michigan 48243

Agenda Items:	1. Election of directors;
	2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2015;
	3. Advisory vote to approve executive compensation;
	4. Stockholder proposal regarding independent board chairman;
	5. Stockholder proposal regarding cumulative voting; and
	6. Transacting any other business that is properly brought before the meeting, or any adjournment
Board of Directors Recommendations:	The Board of Directors recommends that you vote "FOR" Items 1, 2, and 3, and "AGAINST" Items 4 and 5.

Record Date:	You are entitled to vote at the meeting if you were a holder of record of GM Common Stock, $0.01 par value (“Common Stock”), at the close of business on April 10, 2015.

Admission:	If you plan to attend the annual meeting, you must request an admission ticket in advance by following the instructions on page 59 of this proxy statement, and we must receive your request no later than ~~Monday,~~ June ~~4, 2012.~~2, 2015. Each stockholder may bring one guest to the meeting, and you must also request an admission ticket for your guest. Stockholders and their accompanying guest must each present an admission ticket and government-issued photo identification to enter the meeting.

Proxy Voting:	YOUR VOTE IS IMPORTANT.Whether or not you plan to attend the annual meeting, please submit your vote as soon as possible so that your shares will be represented and voted at the meeting. You may submit your vote by Internet, or telephone, or by completing and mailing the enclosed proxy card or voting instruction form. Please note that voting in advance by any of these methods will not affect your right to attend the meeting and vote in person. For specific instructions on how to vote your shares, please see “How do I vote without attending the annual meeting?” on page 6.



Tuesday, June 9, 2015		General Motors Company Global Headquarters
9:30 a.m. Eastern Time		300 Renaissance Center
		Detroit, Michigan 48243



GENERAL MOTORS COMPANY
(Name of Registrant as Specified in Its Charter)



(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

¨

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



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

¨

o	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.



		~~GENERAL MOTORS COMPANY~~
		300 Renaissance Center P.O. Box 300 Detroit, MI 48265-3000




Mary T. Barra		Theodore M. Solso
Chief Executive Officer		Chairman of the Board of Directors



PROXY STATEMENT SUMMARY		1
PROXY STATEMENT		6
Questions and Answers		6
ITEM NO. 1 — ELECTION OF DIRECTORS		12
Information about Nominees for Director		12
CORPORATE GOVERNANCE		19
Board Leadership Structure		19
Board's Role in Risk Oversight		20
Selection of Nominees for Election to the Board		21
Board Meetings and Attendance		22
Voting Standards for the Election of Directors		23
Director Independence		23
Stockholder Communication with the Board		24
Code of Ethics		25
Committees of the Board of Directors		25
Non-Employee Director Compensation		27
Certain Relationships and Related Party Transactions		31
SECURITY OWNERSHIP INFORMATION		33
Security Ownership of Directors, Named Executive Officers, and Certain Others		33
Stockholders Agreement		34
Section 16(a) Beneficial Ownership Reporting Compliance		34
EXECUTIVE COMPENSATION		35
Compensation Discussion and Analysis		35
Executive Summary		35
Total Compensation Framework and Overview		42
Assessing Compensation Competitiveness		44
2014 Compensation Decisions and Performance		46
Compensation Polices and Governance Practices		49
Stock Ownership Requirements		49
Policy on Recoupment of Incentive Compensation		49
Compensation Committee and Consultant Independence		50
Compensation Risk Assessment Process		51
2014 Summary Compensation Table and Related Compensation Tables		52
Compensation Committee Report		61
AUDIT COMMITTEE REPORT		62
Fees Paid to Independent Registered Public Accounting Firm		63
ITEM NO. 2 — RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015		64
ITEM NO. 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		65
ITEM NO. 4 — STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN		66
ITEM NO. 5 — STOCKHOLDER PROPOSAL REGARDING CUMULATIVE VOTING		68
APPENDIX A — RECONCILIATION OF NON-GAAP FINANCIAL MEASURES		A-1


Voting:	You are entitled to vote at the meeting if you were a holder of record of Common Stock at the close of business on April 10, 2015.



Proposals:	Board Voting Recommendation	Page Reference for More Detail
1. Election of directors	FOR ALL	12
2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2015	FOR	64
3. Advisory vote to approve executive compensation	FOR	65
4. Stockholder proposal regarding independent board chairman	AGAINST	66
5. Stockholder proposal regarding cumulative voting	AGAINST	68



x	No fee required.



(1)	Amount previously paid:



Ÿ Achieved year-over-year revenue growth, with 2014 revenue of $155.9 billion;
Ÿ Achieved Earnings Before Interest and Taxes ("EBIT")-Adjusted of $6.5 billion including recall-related expenses and $9.3 billion excluding recall-related expenses⁽¹⁾and our income before taxes was $4.2 billion;
Ÿ Achieved Adjusted Automotive Free Cash Flow ("Adjusted AFCF") of $3.1 billion⁽¹⁾and Automotive Operating Cash Flow of $10.1 billion;
Ÿ Earned a 15.4% return on invested capital ("ROIC") including recall-related expenses and a 20.8% ROIC excluding recall-related expenses;⁽²⁾
Ÿ Returned $1.9 billion to stockholders by instituting and declaring quarterly dividends of $0.30 per share in 2014, and on April 13, 2015, the GM Board of Directors declared a 20 percent increase to our quarterly dividend to 36 cents per share; and
Ÿ Ended the year with a negative 12% Total Shareholder Return.⁽³⁾



	YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the annual meeting, please submit your vote as soon as possible so that your shares will be represented and voted at the meeting. You may submit your vote by Internet, or telephone, or by completing and mailing the enclosed proxy card or voting instruction form. Please note that voting in advance by any of these methods will not affect your right to attend the meeting and vote in person. For specific instructions on how to vote your shares, please see "How do I vote without attending the annual meeting?" on page 6.



Name	Age⁽¹⁾	Director Since	Principal Occupation	Independent	Committee Membership⁽²⁾
Joseph J. Ashton	66	2014	Retired Vice President, United Auto Workers		PPC, RC
Mary T. Barra	53	2014	Chief Executive Officer, General Motors Company
Stephen J. Girsky	52	2009	President, S.J. Girsky & Company		FC, PPC
Linda R. Gooden	62	2015	Retired Executive Vice President, Information Systems and Global Solutions, Lockheed Martin Corporation	X	AC, RC
Joseph Jimenez, Jr.	55	—	Chief Executive Officer, Novartis AG	X
Kathryn V. Marinello	58	2009	Senior Advisor, Ares Management LLC	X	AC, DCGC, FC
Admiral Michael G. Mullen USN (ret.)	68	2013	Retired Chairman, Joint Chiefs of Staff	X	AC, PPC, RC (Chair),
James J. Mulva	68	2012	Retired Chairman and Chief Executive Officer, ConocoPhillips	X	ECC, FC (Chair), RC
Patricia F. Russo	62	2009	Former Chief Executive Officer, Alcatel-Lucent S.A.	X	DCGC (Chair), ECC, FC
Thomas M. Schoewe	62	2011	Retired Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc.	X	AC (Chair), FC, RC
Theodore M. Solso	68	2012	Chairman, General Motors Company and Retired Chairman and Chief Executive Officer, Cummins, Inc.	X
Carol M. Stephenson⁽³⁾	64	2009	Retired Dean, Ivey Business School, The University of Western Ontario	X	DCGC, ECC, RC


(3)	Ms. Stephenson will become Chair of the ECC effective June 8, 2015.



Ÿ Continued strong vehicle sales in the U.S. and China, with deliveries of 9.9 million units globally;
Ÿ Increased Opel/Vauxhall market share and sales growth in Europe for the second year in a row;
Ÿ Retained Chevrolet’s market leadership in South America;
Ÿ Increased Cadillac global sales by 5% with a 47% increase in China and announced plans to grow the Cadillac portfolio by the end of the decade;
Ÿ Launched the all-new Chevrolet Colorado, which was awarded 2015 Motor Trend Truck of the Year;
Ÿ Experienced record global Buick sales of 1.2 million units representing an increase of 13%;
Ÿ Introduced 4G LTE high-speed mobile broadband in North America;
Ÿ Secured over 800,000 OnStar subscribers in China;
Ÿ Realized savings in material costs and logistics in excess of $1 billion;
Ÿ Increased capacity utilization in Europe;
Ÿ Renewed our focus on vehicle safety and putting the customer at the center of everything we do following significant and irregular recall activity in 2014; and
Ÿ Continued contribution to solid earnings by GM Financial.


(1)	Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2014 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures.


(2)	Refer to Appendix A for a reconciliation of this non-GAAP measure to its most directly comparable GAAP measure.


(3)	Total Shareholder Return ("TSR") is a measure of the performance of our Common Stock over the measurement period and assumes all dividends are reinvested in Common Stock.



2014 Fiscal Year Named Executive Officers ("NEOs")
Mary T. Barra		Chief Executive Officer
Charles K. Stevens, III		Executive Vice President & Chief Financial Officer
Daniel Ammann		President and Former Executive Vice President & Chief Financial Officer
Mark L. Reuss		Executive Vice President, Global Product Development, Purchasing & Supply Chain
Michael P. Millikin⁽¹⁾		Executive Vice President & General Counsel
Karl-Thomas Neumann		Executive Vice President & President, Europe Chairman of the Management Board of Opel Group GmbH
Daniel F. Akerson⁽¹⁾		Former Chairman & Chief Executive Officer


1.	How does the Board of Directors recommend that I vote on matters to be considered at the annual meeting?



Agenda Item	Description	~~Description~~		Board Voting Recommendation
1		Election of directors		FOR ALL
2		Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for ~~2012~~2015		FOR
3		Advisory vote to approve executive compensation	FOR
4	~~FOR~~Stockholder proposal regarding independent board chairman	AGAINST
5	Stockholder proposal regarding cumulative voting	AGAINST


2.	Are there any other matters to be voted upon at the annual meeting?


8.	What is the difference between a "stockholder of record" and a "beneficial" stockholder of shares held in street name?


9.	I am a beneficial stockholder. What happens if I do not provide voting instructions to my broker?


11.	What are the voting requirements to elect the directors and to approve each of the proposals?



Agenda Item	Description	~~Description~~	Vote Required for Approval	Effect of Abstentions and Broker Non-Votes
1		Election of directors	~~Favorable vote of a majority of votes cast in anuncontested election; Plurality of votes cast in acontested election~~. This ~~year’s~~year's election will ~~not~~ be considered ~~contested~~uncontested, so that majority voting will apply. The 12 nominees receiving a majority of votes cast for their election will be elected as a director. See “Item No. 1 – ~~Nomination and~~ Election of Directors”on page 7.12.	~~Not~~Abstentions and broker non-votes are not considered as votes cast and have no effect on the outcome of the vote.
2		Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for ~~2012~~2015	~~Favorable vote of a~~ The majority of votes cast of shares present in person or by proxy and entitled to vote.	Abstentions have the same effect as a vote against. NYSE rules permit brokers to vote uninstructed shares at their discretion on this proposal, so broker non-votes are not expected.
3		Advisory vote to approve executive compensation	~~Favorable vote of a~~The majority of votes cast of shares present in person or by proxy and entitled to vote.	Abstentions have the same effect as a vote against. Broker non-votes have no effect on the outcome of the vote.
4	Stockholder proposal regarding independent board chairman
5	Stockholder proposal regarding cumulative voting


15.	Can I access proxy materials on the Internet instead of receiving paper copies?


16.	Why did I receive a Notice of Internet Availability of Proxy Materials in the mail?


18.	How can nominees obtain proxy materials for beneficial owners?


19.	What proposals will be submitted at the 2016 annual meeting?


20.	How can I obtain the Company’s corporate governance information?