UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934

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

 

Check the appropriate box:

☐

  

 

Preliminary Proxy Statement

☐

  

 

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

☑

  

 

Definitive Proxy Statement

☐

  

 

Definitive Additional Materials

☐

  

 

Soliciting Material Pursuant tounder ss.240.14a-12

GENERAL MOTORS COMPANY

300 Renaissance Center, Detroit, Michigan 48265

(Name of Registrant as Specified In Its Charter)

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

 

Payment of Filing Fee (Check the appropriate box):

 ☑  

 

No fee required.

 ☐  

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11.

  

 

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

 

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

 

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

 

(4)   Proposed maximum aggregate value of transaction:

 

(5)   Total fee paid:

 

 ☐  

Fee paid previously with preliminary materials.

 ☐  

 

 

 Fee paid previously with preliminary materials.

 ☐  

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

 

  

 

(1) Amount Previously Paid:

 

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

 

(3)   Filing Party:

 

(4)   Date Filed:

 

LOGOLOGO

LOGO

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

LOGO

The Long-Term View:

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

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

LOGO

MARY T. BARRA

Chairman & CEO

LOGO

THEODORE M. SOLSO

Independent Lead Director

LOGO

PATRICIA F. RUSSO

Governance Committee Chair

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

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

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

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

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

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

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

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

LOGO

i

LOGO

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

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

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

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

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

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

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

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

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

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

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

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

ii

LOGO

Notice of 20182021 Annual Meeting of Shareholders

 

April 27, 201830, 2021

Dear Fellow Shareholder:Shareholders:

The Board of Directors of General Motors Company (“General Motors,” “GM,” the “Company,” “we,” and “our”)cordially invites you to attend the 20182021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on June 12, 2018, at the General Motors Global Headquarters, 300 Renaissance Center, Detroit, Michigan 48265. Shareholders.

At the Annual Meeting, you will be asked to:

 

 u• 

Elect the 1112 Board-recommended director nominees named in this Proxy Statement;

 

 u• 

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

 

 u• 

Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018;2021;

 

 u• 

Vote on three Rule14a-8 shareholder proposals, if properly presented at the meeting; and

 

 u• 

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

Record DateDate: April 15, 2021.

If you were a holder of record of GM common stock at the close of business on April 16, 2018, you are entitled to vote at the Annual Meeting. A list of registered shareholders will be available for examination for any purpose that is germane to the meeting at GM’s Global Headquarters in Detroit, Michigan, for 10 business days before the Annual Meeting between 9:00 a.m. and 5:00 p.m. Eastern time, and also duringMeeting. Shareholders may request to review the Annual Meeting.list by emailing shareholder.relations@gm.com.

This Proxy Statement is provided in conjunction with GM’s solicitation of proxies to be used at the Annual Meeting. In addition to this Proxy Statement and proxy card or voting instruction form, the GM 2017 Annual Report on Form10-K is provided in this package or is available on the Internet.

Thank you for your interest in General Motors Company.

For additional information about how to attend our Annual Meeting, see “General Information About the Annual Meeting” on page 92 of this Proxy Statement.

By Order of the Board of Directors,

Rick E. HansenAnn Cathcart Chaplin

Assistant General Counsel and Corporate Secretary

300 Renaissance Center

Detroit, Michigan 48265

LOGO

Meeting Information:

Date: June 14, 2021

Time:   1:00 p.m. Eastern

Place:  Online via live webcast at virtualshareholdermeeting.com/GM2021

LOGO

Your Vote Is Important

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

We are first mailing these proxy materials to our shareholders on or about April 30, 2021.

LOGO

How to Access the

Proxy Materials Online:

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Shareholders to Be Held on June 14, 2021:

Our Proxy Statement and 2020 Annual Report are available at investor.gm.com/shareholder. You may also scan the QR code above with your smartphone or other mobile device to view our Proxy Statement and Annual Report.

LOGOi

A Message From Our Chairman and CEO

LOGO

April 30, 2021

Dear Fellow Shareholders:

At General Motors and around the world, 2020 was defined by responding to the once-in-a-century challenges presented by the COVID-19 pandemic. Over the course of the year, the Board worked closely with GM’s Senior Leadership Team to ensure that the Company prioritized the health and safety of its employees and customers and acted with speed and agility to serve its communities and protect its business. We are proud of the thousands of GM employees who raised their hands to produce critical-care ventilators or to make and donate personal protective equipment for frontline healthcare workers and schools. With the same speed and sense of urgency, which we now call “ventilator speed,” we protected our liquidity and developed rigorous protocols to safely restart operations at the appropriate time. These actions enabled GM to deliver strong results in the second half of 2020 while advancing our electric vehicle (“EV”) goals and growth strategy.

Accelerating Our All-Electric Future

Last year, we made a strategic decision to accelerate our all-electric future by announcing our commitment to invest more than $27 billion through 2025 on electric and self-driving vehicles. These investments will allow GM to offer 30 EVs globally by 2025 — and 40% of U.S. entries will be battery electric vehicles by that time. The Board has worked for years to shape a long-term strategy to decarbonize our portfolio and replace GM’s gas-powered light-duty vehicles with EVs. Our focus has always been to align GM’s long-term vision with the interests of our shareholders, and our recent investments have brought us to an inflection point in our long-term sustainability plan. As a result, earlier this year, we announced the following:

We will be carbon neutral in our global products and operations by 2040, 10 years ahead of the goals set forth in the Paris Agreement on climate change.

We signed the Business Ambition for 1.5° C commitment and set science-based targets that align with the Paris Agreement.

We aspire to eliminate tailpipe emissions from new light-duty vehicles globally by 2035.

We will source 100% renewable energy to power our U.S. facilities by 2030 and our global facilities by 2035, five years earlier than our previously announced goal.

To meet these commitments, we will offer EVs across all of our brands that will span the global EV market, from the low-cost Wuling Hong Guang Mini to the hand-crafted Cadillac CELESTIQ flagship sedan. In 2020, Ultium Cells LLC, our joint venture with LG Energy Solution, broke ground on a nearly 3 million-square-foot plant in Lordstown, Ohio, which we expect will produce millions of battery cells every year – and we recently announced plans to build a second battery cell manufacturing plant in Spring Hill, Tennessee. In February 2021, we unveiled the Chevrolet Bolt EUV; and later this year, the Ultium-powered GMC HUMMER EV will launch from our transformed Factory ZERO plant in Detroit-Hamtramck, Michigan. Next year, we will launch the Cadillac LYRIQ, and we will have several high-volume entries in North America by 2023. You can learn more about our climate and sustainability goals on page 35 of this Proxy Statement.

Committed to Driving Diversity, Equity, and Inclusion in Our Workforce

The Board also recognizes that how we achieve our all-electric future matters. At GM, we intend for our transformation to be inclusive and consistent with our longstanding leadership in fostering diversity and inclusion. The events of 2020 underscored the economic and racial inequalities that persist in the United States and around the world. Following the killings of unarmed black citizens, including George Floyd, Jr., Breonna Taylor, Ahmaud Arbery, Rayshard Brooks, and more, shock and protests reverberated throughout the country and around the world. GM challenged its employees to stop asking “why” and start asking “what are we going to do?” GM has doubled down on its commitment to create and maintain a workplace that is inclusive for employees. We named Telva McGruder our Chief of Diversity, Equity, and Inclusion. We also created an Inclusion Advisory Board, which consists of internal and external leaders, that is committed to making sure GM’s words are supported by action. Our Senior Leadership Team has also worked to enhance GM’s diversity accountability reporting at Board and senior leader meetings using two key metrics: diversity in

ii

LOGO

the overall GM population and diversity in hiring. We are also focused on promotions, performance ratings, interview slates, and attrition, among other things. In 2020, we also introduced a new employee behavior: Be Inclusive. You can learn more about our work to develop and execute strategies to build a high-performing, inclusive culture on pages 33 to 34 of this Proxy Statement.

Continued Evolution of Our Board

This year is a tipping point for EVs and an inflection point on sustainability, inclusion, and growth. In response, the Board has continued to evolve its membership to ensure it has the right mix of skills and diverse perspectives to continue to be a strategic asset for the Company. In March 2021, the Board added two new directors: Margaret (“Meg”) C. Whitman and Mark A. Tatum. Meg brings significant technology expertise to the Board, along with decades of experience leading large, complex companies, including Hewlett Packard Enterprise and eBay, Inc. Mark is responsible for the National Basketball Association’s global business operations and oversees its global partnerships, marketing, communications, and team marketing and business operations. We believe their unique experiences will bolster our Board’s already strong skillset, especially in technology, brand building, and customer experience, that will help us drive value for shareholders now and into the future.

As we welcome Meg and Mark, the Board’s leadership is also evolving. Theodore M. Solso (“Tim”) will not stand for re-election this year after ten years of distinguished service on the Board. The evolution of our Company in recent years would not have been possible without Tim, who helped lead the successful implementation of a number of key strategic priorities in our Company’s transformation, including exiting and restructuring unprofitable markets, reimagining the future of transportation, and accelerating our EV goals. On behalf of the entire Board, I sincerely thank Tim for his invaluable service and many contributions. I am confident our Board will continue to evolve under the leadership of Patricia Russo, who will succeed Tim in that important role upon his retirement. For more information on the role of the Independent Lead Director, please see page 16 of this Proxy Statement.

We appreciate your continued commitment to investing in GM, and we look forward to your attendance at our 2021 Annual Meeting of Shareholders on June 14 at 1:00 p.m. Eastern Time.

Sincerely,

LOGO

Mary T. Barra

Chairman and Chief Executive Officer

LOGOiii

Helpful Resources

Annual Meeting: investor.gm.com/shareholder

    Proxy Statement

    Annual Report

Governance Documents: investor.gm.com/resources

    Board Committee Charters

    Bylaws and Certificate of Incorporation

    Corporate Governance Guidelines

Key Compliance Policies: investor.gm.com/resources

    Winning with Integrity: Our Values and Guidelines
        for Employee Conduct

    Policy on Recoupment of Incentive Compensation

    Related Party Transactions Policy

    Insider Trading Policy

ESG Policies: investor.gm.com/resources

    Voluntary Report of 2020 Political Contributions

    Company Policy on Corporate Political Contributions
        and Expenditures

    Conflict Minerals Policy

    Environmental Policy

    Global Human Rights Policy

    Global Integrity Policy

    Supplier Code of Conduct

Sustainability Report: gmsustainability.com

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

Defined Terms and Commonly Used Acronyms

Annual Meeting

GM’s Annual Meeting of Shareholders to be held on June 14, 2021

AV

Autonomous Vehicle

Board

General Motors Company’s Board of Directors

CEO

Chief Executive Officer

CFO

Chief Financial Officer

Code of Conduct

Winning with Integrity: Our Values and Guidelines for Employee Conduct

Committees

Audit Committee

Executive Committee

Executive Compensation Committee

Governance and Corporate Responsibility Committee

Finance Committee

Risk and Cybersecurity Committee

DSU

Deferred Share Unit

ESG

Environmental, Social, and Governance

EV

Electric Vehicle

EY

Ernst & Young LLP

GM or the Company

General Motors Company

Governance Committee

Governance and Corporate Responsibility Committee

LTIP

Long-Term Incentive Plan

NEO

Named Executive Officer

NYSE

New York Stock Exchange

SEC

U.S. Securities and Exchange Commission

Senior Leadership Team

Certain members of management who report directly to the CEO or the President

STIP

Short-Term Incentive Plan

 

LOGO

Cautionary Note on Forward-Looking Statements: This Proxy Statement contains “forward-looking” statements regarding GM’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in GM’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of GM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“2020 Form 10-K”). We assume no obligation to update any of these forward-looking statements.

 

Meeting Information:
iv

LOGO

Table of Contents

 

SHAREHOLDER VOTING MATTERS

1

BOARD OF DIRECTORS

2

Snapshot of Your Board Nominees

2

Skills, Qualifications, and Experience

4

Director Biographies

5

NON-EMPLOYEE DIRECTOR COMPENSATION

11

CORPORATE GOVERNANCE

15

The Board of Directors

15

Board Leadership Structure and Composition

16

Board Committees

18

Board and Committee Oversight of Risk

22

The Board’s Governance Policies and Practices

25

Shareholder Engagement

27

Corporate Political Contributions and Lobbying Expenditures

29

Shareholder Protections and Governance Best Practices

30

Certain Relationships and Related Party Transactions

31

OUR VALUES AND HOW WE BEHAVE

32

OUR PEOPLE, OUR COMMUNITIES, AND OUR ENVIRONMENT

33

SECURITY OWNERSHIP INFORMATION

36

AUDIT COMMITTEE REPORT

38

EXECUTIVE COMPENSATION

41

Compensation Overview

42

Compensation Principles

49

Compensation Elements

49

Performance Measures

51

Performance Results and Compensation Decisions

54

Compensation Policies and Governance Practices

65

Compensation Committee Report

68

Executive Compensation Tables

69

CEO Pay Ratio

83

Equity Compensation Plan Information

84

BOARD PROPOSALS

   

Date:  June 12, 2018

Time: 9:30 a.m. Eastern Time

Place:   General Motors

           Global Headquarters

           300 Renaissance Center

           Detroit, Michigan 48265

LOGO

Your vote is important.

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

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

LOGO

How You Can Access the Proxy  Materials Online:

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

Our Proxy Statement and 2017 Annual Report on Form10-K are available at:gm.com/shareholderinformation. You may scan the QR code above with your smartphone or other mobile device to view our interactive Proxy Statement and to view the Annual Report on Form10-K.

  

TableItem No.  1 – Election of ContentsDirectors

85

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

PROXY STATEMENT SUMMARY

186

Item No.  3 – Ratification of the Selection of the Independent Registered Public Accounting Firm for 2021

87

SHAREHOLDER PROPOSALS

Item No.  4 – Shareholder Written Consent

88

Item No.  5 – Report on Greenhouse Gas Emissions Targets as a Performance Element of Executive Compensation

90

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

92

APPENDIX A – Non-GAAP Financial Measures

A-1 
Agenda and Voting Recommendations1
Board Nominees1
Governance Highlights3
2017 Performance Snapshot4
Executive Compensation Highlights5
Environmental and Sustainability Performance6

ITEM NO. 1 –      ELECTION OF DIRECTORS

INDEX OF FREQUENTLY

ACCESSED INFORMATION

7
Overview of Your Board7

Board Membership Criteria, Refreshment, and Succession Planning

9
Your Board’s Nominees for Director10
Non-Employee Director Compensation17

CORPORATE GOVERNANCE

20
Role of the Board of Directors20
Board Size20

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

20
Corporate Governance Guidelines20
Director Independence21
Board Leadership Structure21
Executive Sessions23
Board Committees23
Access to Outside Advisors27
Board and Committee Meetings and Attendance27
Board and Committee Oversight of Risk27
Succession Planning and Leadership Development28
Board and Committee Evaluations28
Annual Evaluation of CEO29
Director Orientation and Continuing Education29
Director Service on Other Public Company Boards29

Compensation Committee Interlocks and Insider Participation

29
Shareholder Engagement30
Shareholder Protections30

Certain Relationships and Related Party Transactions

31

SECURITY OWNERSHIP INFORMATION

32

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

32

Section 16(a) Beneficial Ownership Reporting Compliance

Auditor Fees

40

Beneficial Ownership Table

36

Board and Committee Evaluations

26

Board Succession Planning

17

CEO Pay Ratio

83

CEO Succession Planning

26

Clawback Policies

66

Code of Business Conduct and Ethics

25

Compensation Decisions for our NEOs

54

Compensation Peer Group

47

Corporate Governance Guidelines

26

Cybersecurity and Privacy Risk Oversight

24

Director Biographies

5

Director Compensation

11

Director Independence

15

Director Skills Matrix

4

Diversity, Equity, and Inclusion

   33 

EXECUTIVE COMPENSATION

35
Compensation Overview36
Compensation Principles43
Compensation Elements43

Performance Measures

44

Performance Results and Compensation Decisions

47

Compensation Policies and Governance Practices

54

Compensation Committee Report

56

Executive Compensation Tables

57

Equity Compensation Plan Information

67

ITEM NO.  2 –

Approval of, on an Advisory Basis, Named Executive Officer Compensation68

ITEM NO.  3 –

Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 201869

Audit Committee Report

70

Fees Paid to Independent Registered Public Accounting Firm

71
ITEM NO. 4 –Shareholder Proposal Regarding Independent Board Chairman72
ITEM NO. 5 –Shareholder Proposal Regarding Shareholder Right to Act by Written Consent74
ITEM NO. 6 –Shareholder Proposal Regarding Report on Greenhouse Gas Emissions and CAFE Standards76

GENERAL INFORMATION ABOUT

THE ANNUAL MEETING

78
APPENDIX A –Reconciliation of GAAP andNon-GAAP Financial MeasuresA-1
APPENDIX B –Additional Information Regarding Change of Independent Registered Public Accounting FirmsB-1

Executive Perquisites

49

Financial Performance

42

Human Capital Management

33

Independent Lead Director Duties

16

Lobbying Disclosure

29

Pay-for-Performance

54

Related Party Transactions

31

Risk Oversight

22

Shareholder Engagement

27, 44

Stock Ownership Requirements

11, 65 
 

 

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

Agenda and Voting Recommendations

Proposal

Board Vote RecommendationPage Reference
LOGOv 

MANAGEMENT PROPOSALS:

Item No. 1–   Election of Directors

FOR

7

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

FOR68

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

FOR69

SHAREHOLDER PROPOSALS:

Item No. 4–   Independent Board Chairman

AGAINST

72

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

AGAINST

74

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

AGAINST

76

Board Nominees

LOGO

Composition of Board Nominees

LOGO

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

LOGO

1

PROXY STATEMENT SUMMARY

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

Name  Age  Director
Since		  Principal Occupation  Independent  Committee
Memberships

Mary T. Barra

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

Theodore M. Solso

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

Linda R. Gooden

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

Audit

Cybersecurity – Chair

Executive

Risk

Joseph Jimenez

  58  2015  Retired Chief Executive Officer,
Novartis AG		  LOGO  

Executive Compensation

Governance

Jane L. Mendillo

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

Finance

Audit

Admiral

Michael G. Mullen

  71  2013  Former Chairman,
Joint Chiefs of Staff		  LOGO  

Audit

Cybersecurity

Executive

Risk – Chair

James J. Mulva

  71  2012  Retired Chairman &
Chief Executive Officer,
ConocoPhillips		  LOGO  

Executive

Executive Compensation

Finance – Chair

Risk

Patricia F. Russo

  65  2009  Chairman, Hewlett Packard
Enterprise Company		  LOGO  

Executive

Executive Compensation

Finance

Governance – Chair

Thomas M.Schoewe

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

Audit –Chair

Cybersecurity

Executive

Finance

Risk

Carol M. Stephenson

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

Executive

Executive Compensation – ChairGovernance

Devin N. Wenig

  51  2018  

President &

Chief Executive Officer,

eBay Inc.

  LOGO  

 

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

 

 

2

LOGO

PROXY STATEMENT SUMMARY

Governance Highlights

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

LOGO

LOGO

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

LOGO

3

PROXY STATEMENT SUMMARY

2017 Performance Snapshot

LOGO

A Year of Transformation

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

 

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

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

–Mary Barra, Chairman & CEO

Shareholder Return

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

COMPARISON OF CUMULATIVE TOTAL RETURN

Cumulative Value of $100 Investment Through December 31, 2017

LOGO

J.D. Power Awards

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

LOGO

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

4

LOGO

PROXY STATEMENT SUMMARY

Executive Compensation Highlights

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

LOGO

u

Performance-Based Compensation Structure

LOGOLOGO

u

2017 Summary Compensation Snapshot

  Name  

Salary

($)

   

Bonus

($)

   

Stock

Awards

($)

   

Option

Awards

($)

   

Nonequity

Incentive Plan

Compensation

($)

   

Change in

Pension

Value and

NQ Deferred

Compensation

Earnings

($)

   

All Other

Compensation
($)

   

Total

($)

 

 

Mary T. Barra

 

  

 

 

 

 

2,100,000

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

10,737,570

 

 

 

 

  

 

 

 

 

3,250,003

 

 

 

 

  

 

 

 

 

4,956,000

 

 

 

 

  

 

 

 

 

52,792

 

 

 

 

  

 

 

 

 

861,683

 

 

 

 

  

 

 

 

 

21,958,048

 

 

 

 

 

Charles K. Stevens, III

 

  

 

 

 

 

1,100,000

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

3,076,744

 

 

 

 

  

 

 

 

 

931,251

 

 

 

 

  

 

 

 

 

1,622,500

 

 

 

 

  

 

 

 

 

54,114

 

 

 

 

  

 

 

 

 

316,430

 

 

 

 

  

 

 

 

 

7,101,039

 

 

 

 

 

Daniel Ammann

 

  

 

 

 

 

1,450,000

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

4,078,222

 

 

 

 

  

 

 

 

 

1,234,378

 

 

 

 

  

 

 

 

 

2,138,800

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

356,918

 

 

 

 

  

 

 

 

 

9,258,318

 

 

 

 

 

Mark L. Reuss

 

  

 

 

 

 

1,200,000

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

3,345,168

 

 

 

 

  

 

 

 

 

1,012,504

 

 

 

 

  

 

 

 

 

1,770,000

 

 

 

 

  

 

 

 

 

54,390

 

 

 

 

  

 

 

 

 

344,446

 

 

 

 

  

 

 

 

 

7,726,508

 

 

 

 

 

Alan S. Batey

 

  

 

 

 

 

1,025,000

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

2,224,928

 

 

 

 

  

 

 

 

 

673,426

 

 

 

 

  

 

 

 

 

1,447,800

 

 

 

 

  

 

 

 

 

316,601

 

 

 

 

  

 

 

 

 

287,373

 

 

 

 

  

 

 

 

 

5,975,128

 

 

 

 

 

Karl-Thomas Neumann

 

  

 

 

 

 

916,936

 

 

 

 

  

 

 

 

 

2,000,000

 

 

 

 

  

 

 

 

 

1,961,676

 

 

 

 

  

 

 

 

 

593,751

 

 

 

 

  

 

 

 

 

1,276,317

 

 

 

 

  

 

 

 

 

126,796

 

 

 

 

  

 

 

 

 

12,563

 

 

 

 

  

 

 

 

 

6,888,039

 

 

 

 

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

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

LOGO

5

PROXY STATEMENT SUMMARY

Environmental and Sustainability Performance

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

ZERO CRASHES

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

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

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

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

ZERO EMISSIONS

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

u GM will introduce 20 newall-electric vehicles by 2023.

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

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

ZERO CONGESTION

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

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

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

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

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

u Conflict Minerals Policy

u Global Environmental Policy

u Human Rights Policy

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

u Global Speak-Up! Non-Retaliation Policy

u Supplier Code of Conduct

LEADERS IN ACTION

LOGO

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

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

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

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

LOGOFind more online.

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

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

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

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

LOGO

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

6

LOGO

ITEM NO. 1 – ELECTION OF DIRECTORS

LOGO

Overview of Your Board

LOGO

LOGO

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

LOGO

7

ITEM NO. 1 – ELECTION OF DIRECTORS

LOGO

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

8

LOGO

ITEM NO. 1 – ELECTION OF DIRECTORS

 

 

 

u

Diversity

[THIS PAGE INTENTIONALLY LEFT BLANK]

SHAREHOLDER VOTING MATTERS

Shareholders will be asked to vote on the following matters at the Annual Meeting of Shareholders:

VOTING MATTER

BOARD VOTE

RECOMMENDATION

PAGE

REFERENCE

Item 1:  Election of Directors

FOR

each director nominee

85

Item 2: Advisory Approval of Named Executive Officer Compensation

FOR

86

Item 3: Ratification of the Selection of the Independent Registered Public Accounting Firm for 2021

FOR

87

Item 4: Shareholder Proposal Regarding Shareholder Written Consent

AGAINST

88

Item 5: Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions Targets as a Performance Element of Executive Compensation

AGAINST

90

LOGO1

BOARD OF DIRECTORS

Snapshot of Our Board Nominees

 

Name & Principal Occupation

 

 

Age

 

Director

Since

 

 

Independent

 Committee Memberships

LOGO

 

 

Mary T. Barra

Chairman & Chief Executive Officer

General Motors Company

 59 2014   Executive – Chair

 

LOGO

 

 

Wesley G. Bush

Retired Chairman & Chief Executive Officer

Northrop Grumman Corporation

 60 2019 LOGO 

Audit

Executive Compensation

Finance

 

LOGO

 

 

Linda R. Gooden

Retired Executive Vice President,

Information Systems & Global Solutions

Lockheed Martin Corporation

 68 2015 LOGO 

Audit

Executive

Risk and Cybersecurity – Chair

 

LOGO

 

 

Joseph Jimenez

Retired Chief Executive Officer

Novartis AG

 61 2015 LOGO 

Executive

Executive Compensation

Finance – Chair

Risk and Cybersecurity

 

LOGO

 

 

Jane L. Mendillo

Retired President & Chief Executive Officer

Harvard Management Company

 62 2016 LOGO 

Audit

Finance

Governance

 

LOGO

 

 

Judith A. Miscik

Chief Executive Officer & Vice Chairman

Kissinger Associates, Inc.

 62 2018 LOGO 

Finance

Risk and Cybersecurity

 

LOGO

 

 

Patricia F. Russo

Chairman

Hewlett Packard Enterprise Company

 68 2009 LOGO 

Executive

Executive Compensation

Finance

Governance – Chair

 

LOGO

 

 

Thomas M. Schoewe

Retired Executive Vice President &

Chief Financial Officer

Wal-Mart Stores, Inc.

 68 2011 LOGO 

Audit – Chair

Executive

Finance

Risk and Cybersecurity

 

LOGO

 

 

Carol M. Stephenson

Retired Dean

Ivey Business School,

The University of Western Ontario

 70 2009 LOGO 

Executive

Executive Compensation – Chair Governance

 

LOGO

 

 

Mark A. Tatum

Deputy Chief Commissioner &
Chief Operating Officer
National Basketball Association

 51 2021 LOGO 

None

 

LOGO

 

 

Devin N. Wenig

Retired President & Chief Executive Officer

eBay Inc.

 54 2018 LOGO Risk and Cybersecurity

 

LOGO

 

 

Margaret C. Whitman

Retired President & Chief Executive Officer
Hewlett Packard Enterprise

 64 2021 LOGO None

2

LOGO

LOGO

2021 Board Nominee Statistics

LOGO

LOGO

LOGO3

Skills, Qualifications, and Experience

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

 

Director

Senior

Leadership

IndustryManufacturingTechnology

Risk

Management

  Global    Finance  GovernmentMarketingDiversity  Cyber  

M. Barra

🌑

🌑

🌑

🌑

🌑

🌑

🌑

 

🌑

W. Bush

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

L. Gooden

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

J. Jimenez

🌑

🌑

🌑

🌑

🌑

🌑

🌑

J. Mendillo

🌑

🌑

🌑

🌑

🌑

J. Miscik

🌑

🌑

🌑

🌑

🌑

🌑

P. Russo

��

🌑

🌑

🌑

🌑

🌑

🌑

🌑

T. Schoewe

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

C. Stephenson

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

M. Tatum

🌑

🌑

🌑

🌑

🌑

D. Wenig

🌑

🌑

🌑

🌑

🌑

🌑

M. Whitman

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

Further information on each nominee’s qualifications and relevant experience is provided on the following pages. We believe each of your Board’s nominees is highly qualified with unique experiences that are particularly beneficial to GM.

4

LOGO

Director Biographies

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

LOGOLOGO
Mary T. Barra, Age 59Wesley G. Bush, Age 60

SKILL/

QUALIFICATION

 BARRASOLSOGOODENJIMENEZMENDILLOMULLENMULVARUSSOSCHOEWESTEPHENSONWENIG
LOGO●●●●●●●●●●●

LOGO

●●

LOGO

●●●●●●●

LOGO

●●●●●●●●

LOGO

●●●●●●●●●●●

LOGO

●●●●●●●●●●●

LOGO

●●●●●●●●●●

LOGO

●●●●

LOGO

●●●●●

LOGO

●●●●●● 

Board Membership Criteria, Refreshment, and Succession PlanningChairman & Chief Executive Officer,

General Motors Company

Retired Chairman & Chief Executive Officer,

Northrop Grumman Corporation

Committees:Executive (Chair)

Current Public Company Directorships:The selection of qualified directors is fundamentalWalt Disney Company

Prior Public Company Directorships:General Dynamics Corporation (2011 to the Board’s successful oversight2017)

Prior Experience:Ms. Barra has served as Chairman of GM’s strategyBoard of Directors since January 2016 and enterprise risks. AsCEO of GM since January 2014. Prior to that time, she served as Executive Vice President, Global Product Development, Purchasing and Supply Chain from 2013 to 2014; Senior Vice President, Global Product Development from 2011 to 2013; Vice President, Global Human Resources from 2009 to 2011; and Vice President, Global Manufacturing Engineering from 2008 to 2009. Ms. Barra began her career at GM in 1980.

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

Committees: Audit, Executive Compensation, Finance

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

Prior Public Company Directorships:Norfolk Southern Corporation and Northrop Grumman Corporation (“Northrop Grumman”)

Prior Experience:Mr. Bush served as Chairman of the Board is composed of directors who bring diverse viewpointsDirectors of Northrop Grumman from 2011 to 2019. He also served as the CEO of Northrop Grumman from 2010 to 2018. Prior to that, Mr. Bush served in numerous leadership roles at Northrop Grumman, including President and perspectives, exhibitChief Operating Officer, Chief Financial Officer, and President of the company’s Space Technology sector. He also served in a variety of skills, professional experiences,leadership positions at TRW, Inc., before it was acquired by Northrop Grumman in 2002.

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

LOGO5

LOGOLOGO
Linda R. Gooden, Age 68

Joseph Jimenez, Age 61

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

Retired Chief Executive Officer,
Novartis AG

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

Current Public Company Directorships: The Home Depot, Inc.

Prior Public Company Directorships:WGL Holdings, Inc., and Washington Gas & Light Company, a subsidiary of WGL Holdings, Inc.

Prior Experience:Ms. Gooden served as Executive Vice President, Information Systems and Global Solutions of Lockheed Martin Corporation (“Lockheed Martin”) from 2007 to 2013. She also served as Lockheed Martin’s Deputy Executive Vice President, Information and Technology Services from October to December 2006, and as its President, Information Technology from 1997 to December 2006.

Reasons for Nomination: Ms. Gooden has extensive expertise in cybersecurity and information technology, operational and strategic planning, and government relations.

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

Current Public Company Directorships:The Procter & Gamble Co.

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

Prior Experience:Mr. Jimenez served as CEO of Novartis AG (“Novartis”) from 2010 until his retirement in 2018. He led Novartis’ Pharmaceuticals Division from October 2007 to 2010 and its Consumer Health Division in 2007. From 2006 to 2007, Mr. Jimenez served as Advisor to the long-term interestsBlackstone Group L.P. He was Executive Vice President, President, and CEO of shareholders is criticalHeinz Europe from 2002 to your Board2006; and President and CEO of H.J. Heinz Company North America from 1999 to 2002.

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

6

LOGO

LOGOLOGO
Jane L. Mendillo, Age 62Judith A. Miscik, Age 62
Retired President & Chief Executive Officer,
Harvard Management Company

Chief Executive Officer & Vice Chairman,

Kissinger Associates, Inc.

Committees:Audit, Finance, Governance

Current Public Company Directorships:Lazard Ltd.

Prior Public Company Directorships:None

Prior Experience:Ms. Mendillo was President and CEO of the Harvard Management Company (“HMC”) from 2008 to 2014. From 2002 to 2008, she was Chief Investment Officer of Wellesley College. Before that, she spent 15 years at HMC in a wide range of investment management positions, including investments in public and private markets, both domestic and international. She previously chaired the Partners Healthcare System’s investment committee, served as a member of Yale University’s and the Governance Committee. The priorities for recruiting new directors are continually evolving based onRockefeller Foundation’s investment committees and as a director and investment committee member of the Company’s strategic needsMellon Foundation and the skills composition of your Board at any particular time. These dynamic priorities ensure the Board remains a strategic asset capable of addressing the risks, trends,Boston Foundation. She is currently an advisor and opportunities that GM will face in the future. In evaluating potential director candidates, the Governance Committee considers, among other factors, the criteria shown above in the skills and qualifications matrix for your current directors and any additional characteristics that it believes one or more directors should possess based on an assessmenttrustee of the needsOld Mountain Private Trust Company.

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

Committees:Finance, Risk and Cybersecurity

Current Public Company Directorships:Morgan Stanley and HP, Inc.

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

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

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

LOGO7

LOGOLOGO
Patricia F. Russo, Age 68Thomas M. Schoewe, Age 68

Chairman,
Hewlett Packard Enterprise Company

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

Committees:Executive, Executive Compensation, Finance, Governance (Chair)

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

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

Prior Experience:Ms. Russo served as Lead Director of the Hewlett-Packard Company Board at that time. In every case, director candidates mustof Directors from 2014 to 2015. She was Independent Lead Director of the GM Board of Directors from March 2010 to January 2014 and will be ablethe Independent Lead Director again, following Mr. Solso’s retirement. She also served as CEO of Alcatel-Lucent S.A. from 2006 to contribute significantly2008; Chairman and CEO of Lucent Technologies, Inc., (“Lucent”) from 2003 to your Board’s discussion2006; and decision-making on the broad arrayPresident and CEO of complex issues facing GM. The Governance Committee also engages a reputable, qualified search firm that uses our skills matrixLucent from 2002 to inform the search and help identify and evaluate potential candidates.2006.

 

u

Board Diversity

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

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

Current Public Company Directorships:KKR Management LLC and Northrop Grumman

Prior Public Company Directorship:PulteGroup, Inc. (2009 to 2012)

Prior Experience:Mr. Schoewe served as Executive Vice President and CFO of Wal-Mart Stores, Inc. (“Wal-Mart”) from 2000 to 2011. Prior to joining Wal-Mart, he held several roles at the Black & Decker Corporation (“Black & Decker”), including Senior Vice President and CFO from 1996 to 1999, Vice President and CFO from 1993 to 1999, Vice President of Finance from 1989 to 1993, and Vice President of Business Planning and Analysis from 1986 to 1989. Before joining Black & Decker, Mr. Schoewe worked for Beatrice Companies where he was CFO and Controller of one of its subsidiaries, Beatrice Consumer Durables Inc.

Reasons for Nomination: Mr. Schoewe has extensive financial experience acquired through positions held as the CFO of large public companies, as well as expertise in Sarbanes-Oxley controls, risk management, and mergers and acquisitions. He also gained significant international experience through his service as an executive of large public companies with substantial international operations and large-scale transformational enterprise information technology implementations.

8

LOGO

LOGO

LOGO

Carol M. Stephenson, O.C., Age 70Mark A. Tatum, Age 51

Retired Dean,
Ivey Business School,
University of Western Ontario

Deputy Commissioner & Chief Operating Officer,

National Basketball Association

The

Committees: Executive, Executive Compensation (Chair), Governance Committee considers individuals

Current Public Company Directorships: Intact Financial Corporation (formerly ING Canada) and Maple Leaf Foods Inc.

Prior Public Company Directorships:Ballard Power Systems, Inc. (2012 to 2017) and Manitoba Telecom Services (2008 to 2016)

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

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

Committees:None

Current Public Company Directorships:None

Prior Public Company Directorships:None

Prior Experience:Mr. Tatum joined the National Basketball Association (“NBA”) in 1999 and was appointed NBA Deputy Commissioner and Chief Operating Officer on February 1, 2014. Prior to that, he served in numerous leadership roles at the NBA, including Executive Vice President of Global Marketing Partnerships, Senior Vice President and Vice President of Business Development, Senior Director and Group Manager of Marketing Properties, and Director of Marketing Partnerships.

Reasons for Nomination: Mr. Tatum has extensive senior leadership experience in marketing and sales strategy, managing media relationships, and global business operations – with a broad range of business experience and varied backgrounds. Although GM does not have a formal policy governing diversity among directors, your Board strives to identify candidates with diverse backgrounds. We recognize the value of overall diversity and consider members’ and candidates’ opinions, perspectives, personal and professional experiences, and backgrounds, including gender, race, ethnicity, and country of origin. We believe that the judgment and perspectives offered by a diverse board of directors improves the quality of decision making and enhances the Company’s business performance. We also believe such diversity can help the Board respond more effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders.particular expertise in China.

 

LOGO

LOGO  9 

LOGOLOGO
Devin N. Wenig, Age 54Margaret C. Whitman, Age 64

Retired President & Chief Executive Officer,
eBay Inc.

Retired President & Chief Executive Officer,
Hewlett Packard Enterprise

CommitteesITEM NO. 1: – ELECTION OF DIRECTORSRisk and Cybersecurity

 

uCurrent Public Company Directorships:None

Candidate Recommendations

The Governance Committee will consider persons recommended by shareholders for election to the Board. The Governance Committee will review the qualifications and experience of each recommended candidate using the same criteria for candidates proposed by Board members and communicate its decision to the candidate or the person who made the recommendation.

 

LOGOPrior Public Company Directorships:eBay Inc. (“eBay”) (2015 to 2019)

 

u

Director Recruitment Process

Prior Experience:Mr. Wenig served as President and CEO of eBay and as a member of its Board of Directors from July 2015 to August 2019. Prior to that time, he served as President of eBay’s Marketplaces business from 2011 to July 2015. Prior to joining eBay, Mr. Wenig was CEO of Thomson Reuters Corporation’s largest division, Thomson Reuters Markets, from 2008 to 2011; Chief Operating Officer of Reuters Group plc (“Reuters”) from 2006 to 2008; and President of Reuters’ business divisions from 2003 to 2006.

Reasons for Nomination: Mr. Wenig has extensive senior leadership experience in technology, global operations, and strategic planning.

Committees: None

Current Public Company Directorships: The Procter & Gamble Co.

Prior Public Company Directorships:Dropbox, Inc. (2017 to 2020), Hewlett Packard Enterprise (“HPE”) (2015 to 2018), and HP, Inc. (2015 to 2017)

Prior Experience: From April 2020 to October 2020, Ms. Whitman served as the CEO of Quibi. Prior to that, she served as President and CEO for HPE from 2015 to June 2017. From 2014 to 2015, Ms. Whitman served as President, Chief Executive Officer, and Chairman of Hewlett-Packard Company (now known as HP Inc.), the former parent of HPE, and as its President and CEO from 2011 to 2015. She also served as the President and CEO of eBay, Inc., from 1998 to 2008 and held numerous other leadership roles at Hasbro, Inc., Florists Transworld Delivery (FTD), Stride Rite, and the Walt Disney Co.

Reasons for Nomination: Ms. Whitman has extensive senior leadership experience in technology, global operations, and consumer-products.

 

10

LOGO

NON-EMPLOYEE DIRECTOR COMPENSATION

 

Our non-employee directors receive cash compensation as well as equity compensation in the form of GM Deferred Share Units (“DSUs”) for

their Board service. Compensation for our non-employee directors is set by the Board at the recommendation of the Governance Committee.

Guiding Principles

• Fairly compensate directors for their responsibilities and time commitments.

 

LOGO

Your Board’s Nominees for Director•

Set forth below is other information about our director nominees, including their name Attract and age, recent employment or principal occupation, their period of service as a GM director, the names of other public companies for which they currently serve as a director or have served as a director in the past, and a summary of their specific experiences, qualifications, attributes, and skills. We believe each of your Board’s nominees isretain highly qualified directors by offering a compensation program consistent with unique experiences that are particularly beneficial to GM. Collectively, we believe these director nominees representthose at companies of similar size, scope, and complexity.

• Align the best mixinterests of expertise, qualifications, and skills to advance GM’s business strategy and serve the interest of all ofdirectors with our shareholders by driving long-term shareholder value.

The Boardproviding a significant portion of Directors recommends a voteFOR each of the nominees below.compensation in equity and requiring directors to continue to own our common stock (or common stock equivalents) until retirement.

 

TO RECOMMEND AN INDIVIDUAL FOR BOARD MEMBERSHIP, WRITE TO: GM’s Corporate Secretary, at General Motors Company, Mail Code482-C24-A68,• 300 Renaissance Center, Detroit, Michigan 48265, or by e-mailProvide compensation that is simple and transparent to shareholder.relations@gm.com.shareholders.

 

10

 

LOGO

u

ITEM NO. 1 – ELECTION OF DIRECTORS

LOGOLOGO
Mary T. BarraTheodore M. Solso

Chairman & Chief Executive Officer,

General Motors Company

Independent Lead Director, General Motors Company

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

56 years old71 years old
Director since: 2014Director since: 2012

Committees

Executive (Chair)

Current Public Company Directorships

The Walt Disney Company

Prior Public Company Directorships

General Dynamics Corporation (2011 to 2017)

Prior Experience

Ms. Barra has served as Chairman of GM’s Board of Directors since January 2016 and Chief Executive Officer of GM since January 2014. Prior to that time, she served as Executive Vice President, Global Product Development, Purchasing and Supply Chain from 2013 to 2014; Senior Vice President, Global Product Development from 2011 to 2013; Vice President, Global Human Resources from 2009 to 2011; and Vice President, Global Manufacturing Engineering from 2008 to 2009. Ms. Barra began her career at GM in 1980.

Reasons for Nomination

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

u  In-depth knowledge of the global automotive industry.

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

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

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

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

Committees

Executive

Current Public Company Directorships

Ball Corporation (Lead Director)

Prior Public Company Directorships

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

Prior Experience

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

Reasons for Nomination

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

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

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

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

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

 

The Governance Committee annually assesses the form and amount of non-employee director compensation and recommends changes, if appropriate, to the Board. As part of its annual review, the Governance Committee conducts extensive benchmarking by reviewing director compensation data for the executive compensation peer group described in “Executive Compensation—Compensation Overview—Peer Group for Compensation Comparisons” on page 47 of this Proxy Statement.

In March 2020, the Board and the Governance Committee, in response to the COVID-19 pandemic, approved a 20% temporary reduction in the board retainer, effective April 1, 2020, until the restoration of employee base salaries, which occurred on September 1, 2020. In December 2020, the Governance Committee conducted another review of GM’s director compensation and recommended the Board maintain the reinstated structure and level of compensation and stock ownership requirements for 2021, absent the temporary reductions. Director compensation is set forth on pages 13 to 14 of this Proxy Statement.

Director Stock Ownership and Holding Requirements

 

LOGO

11

ITEM NO. 1• – ELECTION OF DIRECTORSEach non-employee director is required to own our common stock or DSUs with a market value of at least $500,000.

 

LOGOLOGO
Linda R. GoodenJoseph Jimenez
Retired Executive Vice President, Information Systems &
Global Solutions, Lockheed Martin Corporation		Retired Chief Executive Officer, Novartis AG
65 years old58 years old
Director since: 2015Director since: 2015

Committees

Audit, Cybersecurity (Chair), Executive, Risk

Current Public Company Directorships

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

Prior Experience

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

Reasons for Nomination

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

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

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

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

Committees

Executive Compensation, Governance and Corporate Responsibility

Current Public Company Directorships

The Procter & Gamble Co.

Prior Public Company Directorships

Colgate-Palmolive Company (2010 to 2015)

Prior Experience

Mr. Jimenez served as Chief Executive Officer of Novartis AG (“Novartis”) from 2010 until his retirement in 2017. He was Head of Novartis’ Pharmaceuticals Division from October 2007 to 2010 and Head of Novartis’ Consumer Health Division from April to October 2007. Prior to joining Novartis, Mr. Jimenez served as Advisor to the Blackstone Group L.P., a private equity firm, from 2006 to 2007. He was President and Chief Executive Officer of H.J. Heinz Company (“Heinz”) North America from 2002 to 2006 and Executive Vice President, President and Chief Executive Officer of Heinz Europe from 1999 to 2002. Prior to joining Heinz, Mr. Jimenez held various leadership positions at ConAgra Foods Inc. (“ConAgra”), including President and Senior Vice President of two operating divisions from 1993 to 1998.

Reasons for Nomination

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

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

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

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

12

LOGO

ITEM NO. 1• – ELECTION OF DIRECTORSEach director has up to five years from the date he or she is first elected to the Board to meet this ownership requirement.

 

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

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

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

LOGO

LOGO11 LOGO

Annual Compensation

The 2020 and 2021 compensation for non-employee directors are described in the table below. We do not pay any other retainers or meeting fees. The Independent Lead Director and Committee Chairs receive additional compensation due to the increased workload and additional responsibilities associated with these positions. In particular, Mr. Solso’s compensation as Independent Lead Director reflects the additional time commitment for

this role, which includes, among other responsibilities, attending all Board Committee meetings and attending additional meetings with the Company’s senior management, including the CEO. For additional information about the roles and responsibilities of our Independent Lead Director, see “Corporate Governance—The Role of the Independent Lead Director” on page 16 of this Proxy Statement.

    
Compensation Element  

2020

Structure

     

2020

COVID-19

    Response

     

2021

    Structure

 

Board Retainer

  $305,000     $244,000     $305,000 

Independent Lead Director Fee

  $100,000     $100,000     $100,000 

Audit Committee Chair Fee

  $30,000     $30,000     $30,000 

All Other Committee Chair Fees (excluding the Executive Committee)

  $20,000     $20,000     $20,000 

Non-employee directors are required to defer at least 50% of their annual Board retainer into DSUs under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Director Compensation Plan”). Directors may elect to defer all or half of their remaining Board retainer or amounts payable (if

any) for serving as a Committee Chair or Independent Lead Director into additional DSUs. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are prorated for his or her period of service.

How Deferred Share Units Work

Each DSU is equal in value to one share of GM common stock and is fully vested upon grant but does not have voting rights. DSUs will not be available for disposition until after the director leaves the Board. After leaving the Board, the director will receive a cash payment or payments based on the number of DSUs in the director’s account valued at the average daily closing market price for the quarter immediately

preceding payment. Directors will be paid in a lump sum or in annual installments for up to five years, based on their deferral elections. All DSUs granted are rounded up to the nearest whole unit. Any portion of the retainer that is deferred into DSUs may also earn dividend equivalents, which are credited at the end of each calendar year to each director’s account in the form of additional DSUs. DSUs granted are determined as follows:

LOGO

12

LOGO

Jane L. MendilloAdmiral Michael G. Mullen
Retired President & Chief Executive Officer,
Harvard Management Company		Former Chairman, Joint Chiefs of Staff
59 years old71 years old
Director since: 2016Director since: 2013

Committees

Other Compensation

We provide certain additional benefits to non-employee directors.

 

Audit, Finance
TypePurpose

u   Company Vehicles

We provide directors with the use of Company vehicles to provide feedback on our products as well as enhance the public image of our vehicles. Retired directors also receive the use of a Company vehicle for a period of time. Participants are charged with imputed income based on the lease value of the vehicles and are responsible for associated taxes.

u   Personal Accident Insurance(1)

We provide personal accident insurance coverage in the event of accidental death or dismemberment. Directors are responsible for associated taxes on the imputed income from the coverage.

 

Current Public Company Directorships
(1)

Ms. Barra, our sole employee director, does not receive additional compensation for her Board service other than the personal accident insurance benefit described above, the value of which is reported for Ms. Barra in the Summary Compensation Table on page 69 of this Proxy Statement.

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

2020 Non-Employee Director Compensation Table

This table shows the compensation that each non-employee director received for his or her 2020 Board and Committee service.

     
Director  

Fees Earned or

Paid in Cash(1)

($)

  

Stock Awards(2)

($)

  

All Other

Compensation(3)

($)

  

Total

($)

Wesley G. Bush

               $139,792               $191,003               $12,261           $343,056

Linda R. Gooden

               $159,792               $191,003               $22,990           $373,785

Joseph Jimenez

               $159,792               $191,003               $31,844           $382,639

Jane L. Mendillo

               $139,792               $191,003               $11,490           $342,285

Judith A. Miscik

               $139,792               $191,003               $30,865           $361,660

Patricia F. Russo

               $159,792               $191,003               $25,073           $375,868

Thomas M. Schoewe

               $169,792               $191,003               $43,657           $404,452

Theodore M. Solso

               $239,792               $191,003               $36,573           $467,368

Carol M. Stephenson

               $159,792               $191,003               $16,186           $363,798

Devin N. Wenig

               $169,792               $191,003               $10,261           $371,056

 

Lazard Ltd
(1)

As described above, a Director may elect to defer all or a portion of his or her annual cash retainer into a DSU. This column reflects director compensation eligible to be paid in cash, which consists of 50% of the annual Board retainer and any applicable fees for Committee Chairs, the Independent Lead Director, and in the case of Mr. Wenig, for service on the Cruise LLC Board of Directors. As described above, due to the COVID-19 pandemic, the Board retainer was reduced for a portion of 2020. Each of the following directors elected to receive DSUs in lieu of such amounts eligible to be paid in cash in the following amounts: Mr. Bush — $139,792; Mr. Jimenez — $159,792; Ms. Mendillo — $139,792; Ms. Russo — $89,896; Mr. Solso — $239,792; Ms. Stephenson — $79,896; and Mr. Wenig — $169,792.

 

Prior Experience

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

Reasons for Nomination

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

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

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

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

Committees

Audit, Cybersecurity, Executive, Risk (Chair)

Current Public Company Directorships

Sprint Corporation

Prior Experience

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

Reasons for Nomination

u  Extensive senior leadership experience gained over a43-year career in the U.S. military, including four-star assignments in the U.S. Navy, which were equivalent to the Navy’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, and culminating in his appointment as Chairman of the Joint Chiefs of Staff.

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

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

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

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

LOGO

LOGO  13 

(2)

ITEM NO. 1 – ELECTION OF DIRECTORS

LOGOLOGO
James J. MulvaPatricia F. Russo
Retired Chairman & Chief Executive Officer, ConocoPhillipsChairman, Hewlett Packard Enterprise Company
71 years old65 years old
Director since: 2012Director since: 2009

Committees

Executive, Executive Compensation, Finance (Chair), Risk

Current Public Company Directorships

General Electric Company and Baker Hughes, a GE company

Prior Public Company Directorships

Statoil ASA (2013 to 2015)

Prior Experience

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

Reasons for Nomination

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

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

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

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

Committees

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

Current Public Company Directorships

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

Prior Public Company Directorships

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

Prior Experience

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

Reasons for Nomination

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

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

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

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

14

LOGO

ITEM NO. 1 – ELECTION OF DIRECTORS

LOGOLOGO
Thomas M. SchoeweCarol M. Stephenson, O.C.
Retired Executive Vice President & Chief Financial Officer,
Wal-Mart Stores, Inc.		Retired Dean, Ivey Business School,
The University of Western Ontario
65 years old67 years old
Director since: 2011Director since: 2009

Committees

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

Current Public Company Directorships

KKR Management LLC and Northrop Grumman Corporation

Prior Public Company Directorship

PulteGroup, Inc. (2009 to 2012)

Prior Experience

Mr. Schoewe served as Executive Vice President and Chief Financial Officer ofWal-Mart Stores, Inc.(“Wal-Mart”) from 2000 to 2011. Prior to joiningWal-Mart, he was Senior Vice President and Chief Financial Officer of Black & Decker Corporation (“Black & Decker”) from 1996 to 1999; Vice President and Chief Financial Officer of Black & Decker from 1993 to 1996; Vice President of Finance of Black & Decker from 1989 to 1993; and Vice President of Business Planning and Analysis of Black & Decker from 1986 to 1989.

Reasons for Nomination:

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

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

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

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

Committees

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

Current Public Company Directorships

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

Prior Public Company Directorships

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

Prior Experience

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

Reasons for Nomination

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

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

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

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

LOGO

15

ITEM NO. 1 – ELECTION OF DIRECTORS

LOGO

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

Committees

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

Current Public Company Directorships

eBay Inc.

Prior Experience

In July 2015, Mr. Wenig was appointed as President and Chief Executive Officer of eBay. Prior toReflects aggregate grant date fair value of DSUs granted in 2020, which does not include any cash fees that time, he served as President of eBay’s Marketplaces business from 2011 to July 2015. Prior to joining eBay, Mr. Wenig was Chief Executive Officer of Thomson Reuters Corporation’s (“Thomson Reuters”) largest division, Thomson Reuters Markets, from 2008 to 2011; Chief Operating Officer of Reuters Group plc (“Reuters”) from 2006 to 2008; and President of Reuters Business divisions from 2003 to 2006.

Reasons for Nomination

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

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

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

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

16

LOGO

ITEM NO. 1 – ELECTION OF DIRECTORS

Non-Employee Director Compensation

Ournon-employee directors voluntarily elected to receive cash compensation as well as equity compensation inDSUs. Grant date fair value is calculated by multiplying the formnumber of GM Deferred Share Units (“DSUs”) for their Board service. Compensation for ournon-employee directors is setDSUs granted by the Board at the recommendation of the Governance Committee.

u

Guiding Principles

u

Fairly compensate directors for their responsibilities and time commitments.

u

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

u

Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and requiring directors to continue to own our common stock (or common stock equivalents).

u

Provide compensation that is simple and transparent to shareholders.

u

Annual Review Process

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

u

Director Stock Ownership and Holding Requirements

u

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

u

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

u

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

u

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

u

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

u

Annual Compensation

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

Compensation Element

2017  

Board Retainer

$

285,000  

Independent Lead Director Fee

$

100,000  

Audit Committee Chair Fee

$30,000  

All Other Committee Chair Fees (excluding the Executive Committee)

$20,000  

LOGO

17

ITEM NO. 1 – ELECTION OF DIRECTORS

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

u

How Deferred Share Units Work

Each DSU is equal in value to a shareclosing price of GM common stock and is fully vested upon grant, but does not have voting rights. DSUs will not be available for disposition until after the director leaves the Board. After leaving the Board, the director will receive a cash payment or payments based on the numberDecember 31, 2020, which was $41.64. The holders of DSUs in the director’s account, valued at the average daily closing market price for the quarter immediately preceding payment. Directors will be paid in a lump sum or in annual installments for up to five years based on their deferral elections. All DSUs granted are rounded up to the nearest whole unit. Any portion of the retainer that is deferred into DSUs may also earnreceive dividend equivalents, which are credited atreinvested in additional DSUs based on the endmarket price of each calendar year to each director’s accountthe common stock on the date the dividends are paid.

(3)

The following table provides more information on the type and amount of benefits included in the form of additional DSUs. DSUs granted are determined as follows:

LOGO

u

Other Compensation

As outlined below, we provide certain additional benefits tonon-employeeAll Other Compensation column. directors.

  TypePurpose

u      Company Vehicles

We provide directors with the use of company vehicles to provide feedback on our products as well as enhance the public image of our vehicles. Retired directors also receive the use of a company vehicle for a period of time. Participants are charged with imputed income based on the lease value of the vehicles and are responsible for associated taxes.

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

We provide PAI coverage in the event of accidental death or dismemberment. Directors are responsible for associated taxes on the imputed income from the coverage.

 

(1)

Ms. Barra, our sole employee director, does not receive additional compensation for her Board service other than the PAI benefit described above,
        
Director  

Company

Vehicle

Program

(a)

   

Other

(b)

   Total            Director  

Company

Vehicle

Program

(a)

   

Other

(b)

   Total 

Mr. Bush

      $12,021       $240   $12,261   

Ms. Russo

      $24,833       $240   $25,073 

Ms. Gooden

      $22,750       $240   $22,990   

Mr. Schoewe

      $43,417       $240   $43,657 

Mr. Jimenez

      $31,604       $240   $31,844   

Mr. Solso

      $36,333       $240   $36,573 

Ms. Mendillo

      $11,250       $240   $11,490   

Ms. Stephenson

      $12,763       $240   $13,003 

Ms. Miscik

      $30,625       $240   $30,865   

Mr. Wenig

      $10,021       $240   $10,261 

(a)

The Company vehicle program includes the estimated annual lease value of which is reported for Ms. Barra in the Summary Compensation Table on page 57.

Non-employee directors are not eligible to participate in any of the savings or retirement programsCompany vehicles driven by directors. We include the annual lease value because it is more reflective of the value of the Company vehicle perquisite than the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for our employees. Other than as describeda profit, resulting in this section, thereminimal incremental costs, if any. Taxes related to imputed income are no separate benefit plans for directors.

18

LOGO

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

ITEM NO. 1director. – ELECTION OF DIRECTORS

u

2017Non-Employee Director Compensation Table

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

  Director

 

  

Fees Earned or

Paid in Cash(1)

($)

 

   

Stock Awards(2)

($)

 

   

All Other

Compensation(3)

($)

 

   

Total

($)

 

 

 

Joseph J. Ashton(4)

 

   

 

142,500

 

 

 

   

 

156,336

 

 

 

   

 

34,698

 

 

 

   

 

333,534

 

 

 

 

Linda R. Gooden(5)

 

   

 

145,833

 

 

 

   

 

155,311

 

 

 

   

 

22,448

 

 

 

   

 

323,592

 

 

 

 

Joseph Jimenez

 

   

 

142,500

 

 

 

   

 

155,311

 

 

 

   

 

24,282

 

 

 

   

 

322,093

 

 

 

 

Jane L. Mendillo

 

   

 

142,500

 

 

 

   

 

155,311

 

 

 

   

 

11,323

 

 

 

   

 

309,134

 

 

 

 

Michael G. Mullen

 

   

 

162,500

 

 

 

   

 

155,311

 

 

 

   

 

23,428

 

 

 

   

 

341,239

 

 

 

 

James J. Mulva

 

   

 

162,500

 

 

 

   

 

155,311

 

 

 

   

 

36,490

 

 

 

   

 

354,301

 

 

 

 

Patricia F. Russo

 

   

 

162,500

 

 

 

   

 

155,311

 

 

 

   

 

19,886

 

 

 

   

 

337,697

 

 

 

 

Thomas M. Schoewe

 

   

 

172,500

 

 

 

   

 

155,311

 

 

 

   

 

30,448

 

 

 

   

 

358,259

 

 

 

 

Theodore M. Solso

 

   

 

242,500

 

 

 

   

 

155,311

 

 

 

   

 

15,490

 

 

 

   

 

413,301

 

 

 

 

Carol M. Stephenson

 

   

 

162,500

 

 

 

   

 

155,311

 

 

 

   

 

12,782

 

 

 

   

 

330,593

 

 

 

(1)

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

(2)

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

(3)

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

 

Director

 

  

Company

Vehicle

Program

(a)

 

   

Other

(b)

 

   

Total

 

        

Director

 

  

Company

Vehicle

Program

(a)

 

   

Other

(b)

 

   

Total

 

 

 

Mr. Ashton

 

   

 

$34,458

 

 

 

   

 

     $240

 

 

 

   

 

     $34,698

 

 

 

     

Mr. Mulva

 

   

 

$36,250

 

 

 

   

 

     $240

 

 

 

   

 

     $36,490

 

 

 

 

Ms. Gooden

 

   

 

$22,208

 

 

 

   

 

$240

 

 

 

   

 

$22,448

 

 

 

     

Ms. Russo

 

   

 

$19,646

 

 

 

   

 

$240

 

 

 

   

 

$19,886

 

 

 

 

Mr. Jimenez

 

   

 

$24,042

 

 

 

   

 

$240

 

 

 

   

 

$24,282

 

 

 

     

Mr. Schoewe

 

   

 

$30,208

 

 

 

   

 

$240

 

 

 

   

 

$30,448

 

 

 

 

Ms. Mendillo

 

   

 

$11,083

 

 

 

   

 

$240

 

 

 

   

 

$11,323

 

 

 

     

Mr. Solso

 

   

 

$15,250

 

 

 

   

 

$240

 

 

 

   

 

$15,490

 

 

 

 

Mr. Mullen

 

   

 

$23,188

 

 

 

   

 

$240

 

 

 

   

 

$23,428

 

 

 

     

Ms. Stephenson

 

   

 

$12,542

 

 

 

   

 

$240

 

 

 

   

 

$12,782

 

 

 

(b)

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

14

LOGO

CORPORATE GOVERNANCE

The Board of Directors

 

(a)Company vehicle program includes the estimated annual lease value of the Company vehicles driven by directors. We include the annual lease value because

GM is governed by a Board of Directors and Committees of the Board that meet throughout the year. The Board is elected by shareholders to oversee and provide guidance on the Company’s business and affairs. It is the ultimate decision-making body of the Company except for those matters reserved for shareholders by law or pursuant to the Company’s governance instruments. Among other things, the Board oversees Company strategy and execution of the strategic plan. In addition, it is more reflective of the value of the company vehicle perquisite than the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each director.

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

(4)

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

(5)

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

LOGO

19

CORPORATE GOVERNANCE

Role of the Board of Directors

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

management’s proper safeguarding of the assets of the Company, maintenance of appropriate financial and other internal controls, compliance with applicable laws and regulations, and proper governance. The Board is committed to sound corporate governance policies and practices that are designed and routinely assessed to enable the Company to operate its business responsibly, with integrity, and to position GM to compete more effectively, sustain its success, and build long-term shareholder value.

 

 

u

Board Size

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

is unable to serve as a director or if any director leaves the Board between Annual Meetings, the Board, by resolution, may reduce the number of directors or elect an individual to fill the resulting vacancy. If all of the Board’s nominees are elected, the Board will be composed of 11

The Board sets the number of directors from time to time by a resolution adopted by a majority of the Board. The Governance Committee reassesses the suitability of the Board’s size at least annually. The Board has the flexibility to increase or decrease the size of the Board as circumstances warrant, although the Company’s Certificate of Incorporation limits the total number of directors to 17. There are currently 13 members of the

Board. If all of the Board’s nominees are elected, the Board will be composed of 12 members immediately following the Annual Meeting because Mr. Solso will not stand for re-election. If any nominee is unable to serve as a director or if any director leaves the Board between annual meetings, the Board, by resolution, may reduce the number of directors or elect an individual to fill the resulting vacancy.

u

Director Independence

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

The Governance Committee annually assesses the independence of each director and makes recommendations to the Board. For a director to be “independent,” the Board must determine that the director has no material relationship with the Company other than his or her service as a director.

In recommending to the Board that it determine each director is independent, the Governance Committee considered whether there were any other facts or circumstances that might impair a director’s independence. The Governance Committee also considered that GM, in the ordinary course of business, during the last three

years, has sold fleet vehicles to and purchased products and services from companies at which some of our directors serve as non-employee directors or executives. The Board determined that these transactions were not material to GM or the other companies involved and that none of our directors had a material interest in the transactions with these companies. In each case, these transactions were in the ordinary course of business for GM and the other companies involved and were on terms and conditions available to similarly situated customers and suppliers. Therefore, the Board determined they did not impair such directors’ independence.

Consistent with these standards, the Board has reviewed all relationships between the Company and each director and considered all relevant quantitative and qualitative criteria. The Board has affirmatively determined that all directors were independent during 2020 and all current members are independent, except Ms. Barra, who serves as CEO.

LOGO15

Board Leadership Structure and Composition

The Board has the flexibility to decide when the positions of Chairman and CEO should be combined or separated and whether a GM executive or an independent director should be Chairman. This allows the Board to choose the leadership structure that it believes will best serve the interests of our shareholders at any particular time. In January 2016, the Board recombined the positions of Chairman and CEO under the leadership of Ms. Barra and designated Mr. Solso as Independent Lead Director. Prior to that time, Mr. Solso served as the Board’s non-executive chairman.

Since then, each year the Board has voted to elect Ms. Barra as Chairman of the Board. The Board believes that Ms. Barra’s in-depth knowledge of GM’s business and vision for the future bring focused leadership to the Board and, therefore, combining the role of Chairman and CEO and electing a strong Independent Lead Director results in the optimal Board leadership structure for GM at this time.

Mr. Solso will not stand for re-election, and Ms. Russo will succeed him as the Independent Lead Director upon his retirement.

u

The Role of the Independent Lead Director

The role of the Independent Lead Director is to provide strong, independent leadership to the Board and assist the other independent directors to oversee and shape the partnership between management and the Board. Below is a summary of the key duties and responsibilities of GM’s Independent Lead Director.

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

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

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

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

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

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

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

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

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

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

16

LOGO

u

Board Membership Criteria, Refreshment, and Succession Planning

The selection of qualified directors is fundamental to the Board’s successful oversight of GM’s strategy and enterprise risks. We seek directors who bring diverse viewpoints and perspectives, possess a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs. It is important that the Board remains a strategic asset capable of overseeing and helping management address the risks, trends, and opportunities that GM will face in the future.

In evaluating potential director candidates, the Governance Committee considers, among other factors, the criteria on page 4 of this Proxy Statement in the skills and qualifications matrix for current directors and any additional characteristics that it believes one or more directors should possess based on an assessment of the needs of the Board at that time. In every case, director candidates must be able to contribute significantly to the Board’s discussion and decision-making on the broad array of complex issues facing GM. The Governance Committee also engages a reputable, qualified search firm that uses our skills matrix to inform the search and help identify and evaluate potential candidates. In addition, GM’s Corporate

Governance Guidelines include the general policy that non-employee directors will not stand for election after reaching age 72.

Last summer, the Governance Committee accelerated its Board succession plan by developing a five-year roadmap that will serve the Company and its shareholders in preparation for the departure of Mr. Solso, who will not be standing for re-election at the Annual Meeting, and other current director’s approaching the Company’s retirement age. The Governance Committee believes its succession plan will help it replace departing skills, but also identify the new skills sets required as the Company’s strategy evolves. As a result of this work, in March, the Governance Committee nominated, and the Board elected, Mr. Tatum and Ms. Whitman to serve on our Board. The Governance Committee made these nominations by employing the process described below and taking into account, among other factors, shareholders’ interest in board refreshment, enhancing the Board’s diversity, adding directors with experience in technology and customer experience, and replacing other skills lost by the departure of Mr. Solso. The Board believes the new directors will help ensure a smooth transition over the next several years and bolster its expertise as GM continues to execute its EV and growth strategy.

Director Recruitment Process

LOGO

LOGO17

Candidate Recommendations

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

communicate its decision to the candidate or the person who made the recommendation. Shareholder nominations must be submitted to the Company by the deadlines found on page 96 of this Proxy Statement.

LOGO

Board Committees

The Board of Directors has six standing Committees: Audit, Compensation, Executive, Finance, Governance, and Risk and Cybersecurity. The key responsibilities, recent activities, and focus areas of each Committee, together with their current membership and the number of meetings held in 2020, are set forth on pages 19 to 21 of this Proxy Statement. Each Committee Chair meets regularly with management during the year to discuss Committee business, shape agendas, and facilitate efficient meetings. The

Chairman, Ms. Barra, attends all Committee meetings to serve as a resource and identify topics requiring the full Board’s attention. The Board has determined that each member of the Audit, Compensation, Finance, Governance, and Risk and Cybersecurity Committees is independent according to NYSE listing standards and our Corporate Governance Guidelines. Each Committee’s charter is available at investor.gm.com/resources.

u

Board and Committee Meetings and Attendance

In 2020, the Board held 11 meetings, and average director attendance at Board and Committee meetings was 99%. Each director standing for re-election attended at least 95% of the total meetings of the Board and Committees on which he or she served in 2020. In addition, the Board conducted five special informational sessions throughout the year to receive briefings on the

COVID-19 pandemic and other strategic initiatives, including progress updates on the Company’s EV acceleration plans.

Directors are encouraged to attend our Annual Meeting of Shareholders, which is held in conjunction with a regularly scheduled Board meeting. All directors then in office attended the 2020 Annual Meeting.

 

 

u

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

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

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

planning; strategy; key enterprise risks; future Board agendas and the flow of information to directors; corporate governance matters; and any other matters of importance to the Company raised during a meeting or otherwise presented by the independent directors.

The non-management directors of the Board, all of whom are independent, met in executive session six times in 2020.

The Board is committed to the highest legal and ethical standards in fulfilling its responsibilities. We have adopted a code of business conduct and ethics, “Winning with Integrity,” that applies to our directors, officers, and employees. “Winning with Integrity” forms the foundation for compliance with corporate policies and procedures and creates a Company-wide focus on uncompromising integrity in every aspect of our operations. The code embodies our expectations for a number of topics, including workplace and vehicle safety, conflicts of

interest, protection of confidential information, insider trading, competition and fair dealing, human rights, community involvement and corporate citizenship, political activities and lobbying, preservation and use of Company assets, and compliance with all laws and regulations applicable to the conduct of our business. Employees are expected to report any conduct that they believe in good faith to be an actual or apparent violation of the code.

 

 

u

Corporate Governance Guidelines

Your Board oversees a governance structure that it believes promotes the best interests of our shareholders. Our Corporate Governance Guidelines form a transparent framework for the effective governance of the Company. The Corporate Governance Guidelines address matters such as the respective roles and responsibilities of the Board and management, the Board’s leadership structure, the responsibilities of the Independent Lead Director, director independence, the Board membership criteria, Board Committees, and Board and CEO evaluation. The Governance Committee regularly reviews the Corporate Governance Guidelines and periodically recommendsAccess to your Board the adoption of amendments in response to changing regulations, evolving best practices, and shareholder concerns. For a summary of our corporate governance best practices, see“Proxy Statement Summary—Governance Highlights” on page 3.Outside Advisors

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

 

LOGOFind more online.

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

18

20

LOGOLOGO

AUDIT

EXECUTIVE COMPENSATION

LOGO

CORPORATE GOVERNANCEThomas M. Schoewe Chair

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

Meetings held in 2020: 7

LOGO

Carol M. Stephenson

Chair

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

Meetings held in 2020: 4

Key Responsibilities

● Monitors the effectiveness of GM’s financial reporting processes and systems, as well as disclosure and internal controls;

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

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

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

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

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

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

Key Responsibilities

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

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

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

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

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

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

 

 

Director Independence

LOGOLOGO

 

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

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

In recommending to the Board that it determine each director is independent, the Governance Committee considered whether there were any other facts or circumstances that might impair a director’s independence. In particular, the Governance Committee evaluated charitable contributions that GM has made to nonprofit organizations with which our directors are or have been associated. None of these transactions were material to either GM or the director. The Governance Committee also considered that GM, in the ordinary course of business, during the last three years, has sold fleet vehicles to and purchased products and services from companies at which some of our directors serveas non-employee directors or executives. The Board determined that these transactions were not material to GM or the other companies involved and that none of our directors had a material interest in transactions with these companies. In each case, these transactions were in the ordinary course of business for GM and the other companies involved and were on terms and conditions available to similarly situated customers and suppliers. Therefore, they did not impair such director’s independence.

Board Leadership Structure

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

LOGO

LOGO

21
LOGO19 

FINANCE

GOVERNANCE AND

CORPORATE GOVERNANCERESPONSIBILITY

LOGO

Joseph Jimenez

Chair

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

Meetings held in 2020: 5

LOGO

Patricia F. Russo

Chair

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

Meetings held in 2020: 4

Key Responsibilities

● Reviews financial policies, strategies, and capital structure;

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

●  Reviews any significant financial exposures and risks, including foreign exchange, interest rate, and commodities exposures, and the use of derivatives to hedge those exposures; and

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

 

 

A Message from

Key Responsibilities

● Reviews the Independent Lead Director on Your Board’s Leadership Structure

As the Independent Lead Director, I regularly engage with GM’s investors and other key stakeholders on a variety of issues, including GM’sCompany’s corporate governance structureframework, including all significant governance policies and practicesprocedures;

● Monitors Company policies and importantly, your Board’s leadership structure. I wantstrategies related to share with you the same message I deliver during these engagements.corporate responsibility, sustainability, and political contributions and lobbying activities;

Mary Barra Is the Right Person to Lead Your Board● 

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

●  Monitors the Board’s oversight of GM’s evolving cybersecurity risks.

Your Board Is Independent and Holds Management Accountable

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

My Role as the Independent Lead Director

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

u

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

u

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

u

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

u

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

u

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

u

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

u

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

u

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

u

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

u

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

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

LOGO

Theodore M. Solso

Independent Lead Director

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

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

 

 

22
LOGO LOGO

 

LOGO
20

LOGO

RISK AND CYBERSECURITYEXECUTIVE

LOGO

CORPORATE GOVERNANCELinda R. Gooden

Chair

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

Meetings held in 2020: 3

LOGO

Mary T. Barra

Chair

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

Meetings held in 2020: 0

Key Responsibilities

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

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

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

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

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

 

 

LOGO

The Board has an Executive Sessions

Independent directors have an opportunity to meet in executive session without management present as partCommittee composed of each regularly scheduled Board meeting. Executive sessions are chaired bythe Chairman and CEO, the Independent Lead Director, Mr. Solso.

During executive sessions,and the independent directors may review CEO performance, compensation,Chairs of all other standing Committees. The Executive Committee is chaired by Ms. Barra, and succession planning; strategy; risk; futureit can act on certain limited matters for the full Board agendasin intervals between meetings of the Board. The Executive Committee meets as necessary, and flow of information to directors; corporate governance matters; and any other matters of importance to the Company raised during a meeting or otherwise presentedall actions by the independent directors.Executive Committee are reported and ratified at the next succeeding Board meeting. Because the Board was able to address all items throughout the year, no Executive Committee meetings were needed in 2020.

LOGO21

Board and Committee Oversight of Risk

u

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

Board Committees

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

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

LOGO Find more online.

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

 

The Board of Directors has overall responsibility for risk oversight and focuses on the most significant risks facing the Company. The Board discharges its risk oversight responsibilities, in part, through delegation to its Committees. The Company’s risk governance is facilitated through a top-down and bottom-up communication structure, with the tone established at the top by Ms. Barra, our Chairman and CEO, who is also our Chief Risk Officer, and other members of management, specifically the Senior Leadership Team. The Senior Leadership Team also utilizes our Risk Advisory Council, an executive-level body with delegates from each business unit and function, to discuss and monitor the most significant enterprise risks in a cross-functional setting. They are tasked with championing risk management practices and integrating them into their functional or regional business units.

LOGO

 

LOGO
u

Role of the Board Committees

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

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

22

LOGO

RISKAND CYBERSECURITY COMMITTEE

AUDIT COMMITTEE

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

Oversees risks related to financial reporting, internal controls, and auditing matters

Oversees risks related to legal, regulatory, and compliance programs

FINANCE COMMITTEE

  GOVERNANCEAND CORPORATE  

  RESPONSIBILITY COMMITTEE

Oversees significant financial exposures and contingent liabilities of the Company

Oversees regulatory compliance of employee-defined benefits plans

Oversees risks related to public policy and political activities

Oversees risks related to director independence and related party transactions

Oversees risks related to the sustainability of our operations and products

EXECUTIVE COMPENSATION COMMITTEE

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

u

Enterprise Risk Oversight

In addition to supporting the risk governance structure outlined above, GM’s Strategic Risk Management team conducts an annual risk assessment designed to prioritize GM’s most significant enterprise risks. The Risk and Cybersecurity Committee reviews this assessment, approves the Enterprise Risk Profile, and receives more detailed management updates on these risks during the year. The Committee also receives updates on the overall risk landscape, including the Enterprise Risk

Dashboard, which highlights risk trends, and an Emerging Risk Radar, which provides a perspective on risks on the horizon. Finally, summaries of management risk reviews, conducted across our business units and regions, are provided to share risk management practices and give a sense for risk topics being covered. Below are certain key enterprise risks that the Board and management have identified for 2021.

Talent

Electric

Vehicle

Transition

Supply Chain Disruptions

Privacy & Data Management

Manufacturing Disruptions

Workplace

Safety &

Health

Vehicle

Safety

Shifting Trade

& Government
Policies

Economic Fluctuations

Cybersecurity

LOGO  23 

u

Cybersecurity Risk Oversight

At each quarterly meeting, the Risk and Cybersecurity Committee reviews management’s Cybersecurity Maturity Scorecard, which leverages both the National Institute of Standards and Technology cybersecurity framework and the Federal Financial Institutions Examination Council maturity rating. Management discusses various information security, manufacturing cybersecurity, and product cybersecurity topics and provides intelligence briefings on notable cyber events impacting the industry. The briefings summarize the vulnerabilities that led to the event, provide insight into what happened, and highlight learnings that GM can leverage in the future.

GM’s Global Cybersecurity organization aligns cybersecurity domains across GM, GM Financial (our automotive finance subsidiary), Cruise (our subsidiary responsible for the development and commercialization of autonomous vehicle technology), and our growth businesses. It also enables GM to leverage both business and technical experts to accelerate the development and execution of security solutions. Our global team is charged with executing enterprise, product, and manufacturing cybersecurity programs, with a focus on security architecture,

penetration testing, cyber risk management, incident response, vulnerability management, intelligence, awareness and training, and governance. GM applies a defense-in-depth cybersecurity strategy, making it more difficult for attackers to breach the defenses and allowing for quick detection, deflection, and counteraction attempts of unauthorized access.

GM also includes multi-domain cybersecurity training as part of its corporate required training program. In addition, training and awareness is integrated and continues throughout the year, utilizing various delivery methods such as phishing campaigns, live training sessions, and informational articles. GM continues to invest heavily in cybersecurity, including through the nearly 500 dedicated employees. These employees have diverse skillsets and include pen-testers, cryptologists, analysts, architects, data analysts, security engineers, program managers, and “true hackers.” Global Cybersecurity uses a balanced approach in validating the efficacy of its risk management program, leveraging cybersecurity resources, and GM’s internal audit services as well as engaging with external, third-party expertise at least annually across the domains.

CORPORATE GOVERNANCEu

Privacy Risk Oversight

In recent years, GM’s Strategic Risk Management team determined that privacy risks were increasing in significance due to the enactment of new and more stringent U.S. and global regulations on the use and protection of personal information. Accordingly, the Risk and Cybersecurity Committee has taken steps to continue to enhance its oversight on GM’s data privacy policies and practices. The Committee’s

charter makes it clear that the Committee is responsible for overseeing GM’s privacy risks relating to the Company’s employees, customers, and stakeholders. The Committee also devotes portions of its meetings to discuss critical privacy issues with management, including GM’s processes and policies designed to ensure compliance with the California Consumer Privacy Act.

24

LOGO

The Board’s Governance Policies and Practices

u

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

The Board is committed to the highest legal and ethical standards in fulfilling its responsibilities. We have adopted a code of business conduct and ethics, “Winning with Integrity,” that applies to our directors and employees, including the Company’s executive officers. This Code of Conduct forms the foundation for compliance with corporate policies and procedures and creates a Company-wide focus on uncompromising integrity in every aspect of our operations. It embodies our expectations for a number of topics, including workplace and vehicle safety, conflicts of interest, protection of confidential information, insider trading, competition and fair dealing, human rights, community involvement and corporate citizenship, political activities and lobbying,

preservation and use of Company assets, and compliance with all laws and regulations applicable to the conduct of our business. Employees are expected to report any conduct that they believe in good faith to be an actual or apparent violation of our Code of Conduct. The Code of Conduct is available at investor.gm.com/resources.

In addition, GM’s Insider Trading Policy prohibits all GM directors and employees, including executive officers, from trading in GM derivatives (i.e., puts or calls), engaging in short sales, or otherwise engaging in hedging activities, and pledging of GM securities. This policy is posted on our website at investor.gm.com/resources.

LOGO

 

 

LOGO

LOGO

LOGO

Thomas M. Schoewe,    

Chair

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

Meetings held in 2017: 7

LOGO

Linda R. Gooden,    

Chair

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

Meetings held in 2017: 2

Key Responsibilities

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

u  Reviews and discusses with management and the independent auditors the Company’s earnings releases and quarterly and annual reports on Forms10-Q and10-K prior to filing with the SEC;

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

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

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

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

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

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

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

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

LOGO

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

Key Responsibilities

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

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

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

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

LOGO

24

LOGO

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

CORPORATE GOVERNANCE

LOGOLOGO

LOGO

Carol M. Stephenson,    

Chair

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

Meetings held in 2017: 6

LOGO

James J. Mulva,    

Chair

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

Meetings held in 2017: 4

Key Responsibilities

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

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

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

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

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

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

LOGO

Key Responsibilities

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

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

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

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

LOGO

LOGO

LOGO  25

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

CORPORATE GOVERNANCE

LOGOLOGO

LOGO

Patricia F. Russo,    

Chair

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

Meetings held in 2017: 6

LOGO

Adm. Michael G. Mullen,  Chair

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

Meetings held in 2017: 4

Key Responsibilities

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

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

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

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

u  Recommends compensation ofnon-employee directors to the Board; and

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

LOGO

Key Responsibilities

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

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

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

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

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

LOGO

EXECUTIVE

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

26

LOGO

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

CORPORATE GOVERNANCE

Access to Outside Advisors

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

Board and Committee Meetings and Attendance

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

Board and Committee Oversight of Risk

LOGO

Your Board has the overall responsibility for risk oversight, with a focus on the most significant risks facing the Company. Effective risk management is the responsibility of the CEO and other members of management, specifically the Senior Leadership Team. As part of the risk management process, each of the Company’s business units and functions is responsible for identifying risks that could affect the achievement of business goals and strategies, assessing the likelihood and potential impact of significant risks, and prioritizing the risks and actions to be taken to mitigate such risks, as appropriate.

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

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

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

LOGO

27 

u

CORPORATE GOVERNANCECorporate Governance Guidelines

Our Corporate Governance Guidelines form a transparent framework for the effective governance of the Company. The Corporate Governance Guidelines address matters such as the respective roles and responsibilities of the Board and management, the Board’s leadership structure, the responsibilities of the Independent Lead Director, director independence, the Board membership criteria, Board Committees, and Board and CEO evaluation. The Governance

Committee regularly reviews the Corporate Governance Guidelines and periodically recommends to the Board the adoption of amendments in response to changing regulations, evolving best practices, and shareholder concerns. For a summary of our corporate governance best practices, please see “Shareholder Protections and Governance Best Practices” on page 30 of this Proxy Statement.

 

LOGO

u

CEO Succession Planning and Leadership Development

 

One of your Board’s primary responsibilities is to oversee the development of appropriate executive-level talent to successfully execute GM’s strategy. Management succession is regularly discussed by the directors with the CEO and during the Board’s executive sessions. The Board reviews candidates for all senior executive positions to confirm that qualified successor-candidates are available for all positions and that development plans are being utilized to strengthen the skills and qualifications of successor-candidates. Our Independent Lead Director oversees the process for CEO succession planning process and leads, at least annually, the Board’s discussion of CEO succession planning. Our CEO provides the Board with recommendations for and evaluations of potential CEO successors and reviews with the Board development plans for these successors. Directors engage with potential CEO and senior

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

 

 

u

Board and Committee Evaluations

The Board and each Committee conducts an annual self-evaluation to assess effectiveness and consider opportunities for improvement. As part of the evaluation process, each director completes a written questionnaire and is also interviewed by the Chairman and, if requested or needed, the Independent Lead Director. The results of the written questionnaires are compiled anonymously by the Corporate Secretary in the form of summaries for the full Board and each Committee. The feedback received from the questionnaires and interviews is reviewed and discussed by the Governance Committee (as it relates to both the Board and all Committees) and each other Committee (as it relates to such Committee). Following review and discussion by the Committees, the Chairman and the Chair of the Governance Committee summarize the results of the evaluations and report to the full Board for discussion and any action items. In addition, the Chairman and, if applicable, the Independent Lead Director, provide feedback from the individual director interviews to the full Board.

Matters considered in evaluations include the following:

The Governance Committee periodically reviews the form and process for Board and Committee self-evaluations. In 2020, following extensive benchmarking, engagement with shareholders, interviewing third-party facilitators, and internal

discussion, the Board approved, based on the recommendation of the Governance Committee, changes to its self-evaluation process. Beginning in 2021, the Board and its Committees will observe the following self-evaluation process:

 

LOGO

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

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

composition of the Board (see page 17 of this Proxy Statement), conducting an extensive review of the Company’s e-commerce strategy, increasing the number of standing Audit Committee meetings, and increasing the frequency of off-cycle Board touchpoints and communications.

u

Annual Evaluation of CEO

Each year, the Board reviews the CEO’s performance against her annual strategic goals. The non-management directors, meeting separately in executive session, annually conduct a formal evaluation of the CEO, which is communicated to the CEO by the Independent Lead Director. The evaluation is based on both objective and subjective criteria, including, but not limited to, the Company’s financial performance;

accomplishment of ongoing initiatives in furtherance of the Company’s long-term strategic objectives; and development of the Company’s top management team. The results of the evaluation are considered by the Compensation Committee in its deliberations when determining the compensation of the CEO as further described in “Executive Compensation” on page 57 of this Proxy Statement.

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

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

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

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

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

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

26

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

28

LOGOLOGO

u

CORPORATE GOVERNANCE

Annual Evaluation of CEO

The CEO reports annually to the Board regarding achievement of previously established goals and objectives. Thenon-management directors, meeting separately in executive session, annually conduct a formal evaluation of the CEO, which is communicated to the CEO by the Independent Lead Director. The evaluation is based on both objective and subjective criteria, including, but not limited to: the Company’s financial performance, accomplishment of ongoing initiatives in

furtherance of the Company’s long-term strategic objectives, and development of the Company’s top management team. The results of the evaluation are considered by the Compensation Committee in its deliberations when determining the compensation of the CEO, as further described in the “Executive Compensation” on page 35.

Director Orientation and Continuing Education

All new directors participate in the Company’s director orientation program, which generally commences promptly after the meeting at which a new director is elected. The Governance Committee oversees this orientation program to on-board new directors through a review of background material and meetings with senior management. The orientation also includes tours of GM plant(s), the Design Studio at the Warren Technical Center, dealer visits and/or auto show events.

All new directors participate in the Company’s director orientation program. The orientation enables new directors to become familiar with the Company’s business and strategic plans; significant financial matters; core values, including ethics, compliance programs, and corporate governance practices; and other key policies and practices, including, but not limited to become familiar with the Company’s business and strategic plans; significant financial matters; core values and behaviors, including ethics; compliance programs; corporate governance practices; and other key policies and practices.

Continuing education opportunities are provided to keep directors updated with information about the Company and its strategy, operations,

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

Continuing education opportunities are provided to keep directors updated with information about the Company and its strategy, operations, products, and other matters relevant to Board service. Board members are encouraged to visit GM facilities and dealers and attend auto shows and other key corporate and industry events to enhance their understanding of the Company and its competitors in the auto industry. In addition, all directors are encouraged to attend, at our expense, director continuing education programs sponsored by governance organizations and other institutions.

 

 

u

Director Service on Other Public Company Boards

The Board recognizes that service on other public company boards provides valuable governance and leadership experience that benefits the Company. The Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the Company’s Board. Directors are expected to advise the Chairman of the Board, Independent Lead Director, or Chair of the Governance Committee in advance of accepting an invitation to serve on another board of directors or any audit committee of another public company board. This provides an opportunity to assess the impact of joining another board, based on various factors relevant to the specific situation, including the nature and extent of a director’s other professional obligations and the time commitment attendant to the new position. Directors who are engaged in active, full-time employment, for example, would

The Board recognizes that service on other public company boards provides directors valuable experience that benefits the Company. The Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the Company’s Board. Directors are expected to advise the Chairman, Independent Lead Director, or Chair of the Governance Committee in advance of accepting an invitation to serve on another board of directors or any audit committee of another public company board. This allows the Governance Committee to assess the impact of the director’s joining another board based on various factors relevant to the specific situation, including the nature and extent of a director’s other professional obligations and the time commitment attendant to the new position. Directors who are engaged in active, full-time employment, for example, could have less time to devote to Board service than a director whose principal occupation is serving on boards.

principal occupation is serving on boards. Our Corporate Governance Guidelines provide that without obtaining the approval of the Board:

 

u

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

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

 

u

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

All directors are in compliance with this policy.

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

In general, senior members of management may not serve on the board of more than one other public company orfor-profit entity, and executive officers must obtain the approval of the Governance Committee prior to accepting an invitation to serve on an outside board. All directors and senior members of management are in compliance with this policy.

 

 

u

Compensation Committee Interlocks and Insider Participation

During 2017, and as

Mses. Stephenson and Russo and Messrs. Bush and Jimenez served on the Compensation Committee in 2020. As of the date of this Proxy Statement, no member of the Compensation Committee was or is a GM officer or employee,

and no executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Company’s Compensation Committee or Board.

Shareholder Engagement

The Company routinely engages with shareholders and stakeholders to help the Board and management gain feedback on a variety of topics.

For example, every year since 2017, the Board has invited at least one shareholder to a Board meeting to provide its perspective on the Company’s strategic direction. In 2020, for the

LOGO27

first time, the Board invited a non-GM shareholder into the boardroom to solicit perspectives on potential actions the Company could take to attract new investors. The constructive insights, experiences, and ideas exchanged during these engagements have helped the Board evaluate and assess key initiatives during the Company’s ongoing transition to an all-electric future.

Members of the Board and senior management also regularly engage with institutional shareholders on topics including executive compensation, Board composition and leadership structure, as well as on important environmental and social issues. The table below provides an overview of common themes we have heard that led to boardroom discussion and action.

Message

Actions

Encouraged to communicate the Board’s succession plan given Mr. Solso’s retirement.

For a discussion of the actions taken to transition the Independent Lead Director role, see page 17 of this Proxy Statement, none ofStatement.

Encouraged to enhance climate change disclosures.

Please see the members of the Compensation Committee was or is an officer or employee of the Company, and no executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of2020 Sustainability Report for specific information regarding the Company’s Compensation Committee or Boardrecently announced plans to be carbon neutral by 2040 and the science-based targets we set to achieve those goals.

Encouraged to enhance disclosures regarding lobbying expenditures and public policy priorities.

Please see gm.com for actions taken to enhance our lobbying disclosure to (1) publish a list of Directors.

LOGO

29

CORPORATE GOVERNANCE

Shareholder Engagement

A priorityour primary trade association memberships (i.e., those trade associations where in excess of $25,000 of our membership dues were used for the Board is to meet withlobbying activities); (2) outline our top state and hear from shareholders. This dialogue helpsfederal policy priorities; and (3) discuss how the Board and management oversee our lobbying and political activities. In addition, prior to December 31, 2021, we will provide a report that will disclose how GM’s lobbying activity is aligned with the senior management team gain feedbackParis Agreement’s goal of limiting average global warming to below 2° Celsius, which we believe our lobbying for policies supporting our vision for zero crashes, zero emissions, and zero congestion does, and if GM determines there is misalignment (with the Paris Agreement), we will highlight GM’s actions to mitigate.

Encouraged to disclose our Consolidated Federal Employer Information Report (EEO-1) and take action to help create a more diverse workforce.

We have committed to disclosing our annual Consolidated EEO-1 Report beginning in 2021. We will be posting GM’s 2020 Consolidated EEO-1 Report to our website.

Encouraged to report on a varietythe Company’s systems to ensure effective implementation of topics, including strategic and financial performance, operations, products, executive compensation, Board composition, and leadership structure as well as important environmental and social issues. The constructive insights, experiences, and ideas exchanged during these engagements enable your Boardour Human Rights Policy.

We plan to further evaluate and assess key initiatives from different perspectives and viewpoints.revise our Human Rights Policy to align more strongly with international human rights frameworks. Please see the 2020 Sustainability Report for more information.

See page 44 of this Proxy Statement for feedback and actions taken related to GM’s Executive Compensation program.

28

LOGO

LOGO

 

DIRECTOR-SHAREHOLDER ENGAGEMENT POLICY

(adopted in 2016)

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

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

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

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

Message

Actions

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

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

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

See page 70 for the 2017 audit committee report.

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

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

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

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

LOGO Find more online.

Corporate Political Contributions and Lobbying Expenditures

 

u

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

Shareholder Protections

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

u

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

u

Annual election of all directors;

u

One-share,one-vote standard;

u

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

u

Shareholder right to call for a special meeting;

u

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

u

No poison pill;

u

Executive sessions without management present; and

u

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

30

LOGO

CORPORATE GOVERNANCE

Certain Relationships and Related Party Transactions

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

For purposes of our Related Party Transactions Policy, a related party transaction includes transactions in which our Company is a participant, the amount involved exceeds $120,000, and a “related party” has or will have a direct or an indirect material interest. Related parties of our Company consist of directors (including nominees for election as directors), executive officers, shareholders beneficially owning more than 5% of the Company’s voting securities, and the immediate family members of these individuals.

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

LOGO Find more online.

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

Oversight

 

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

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

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

u

Transparency and Disclosure

As part of our overall effort to promote political transparency and accountability, GM publishes an annual voluntary report of political contributions. In addition, GM files publicly available federal Lobbying Disclosure Act Reports each quarter, which disclose GM’s lobbying expenditures, describe legislation and general issues that were the topic of communication, and identify the individuals who lobbied on behalf of GM. GM also

files similar periodic reports with state agencies. In 2020, the Center for Political Accountability’s Zicklin Index of Corporate Political Accountability and Disclosure, which benchmarks the political disclosure and accountability policies and practices of leading U.S. public companies, recognized the quality of our disclosures and ranked GM among the First Tier of S&P 500 companies.

LOGO29

LOGO

Shareholder Protections and Governance Best Practices

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

LOGO

30

LOGO

Certain Relationships and Related Party Transactions

Our Code of Conduct requires all of our employees and directors to avoid any activity that is in conflict with our business interests. In addition, the Board has adopted a written policy regarding the review and approval or ratification of related party transactions (the “Related Party Transactions Policy”). Under the Related Party Transactions Policy, which is administered by our Governance Committee, directors and executive officers must report any potential related party transactions (including transactions involving immediate family members of directors and executive officers) to the General Counsel or Corporate Secretary to determine whether the transaction constitutes a related party transaction. If any member of the Governance Committee has a potential interest in any related party transaction, such member will recuse himself or herself and abstain from voting on the approval or ratification of the related party transaction.

For purposes of our Related Party Transactions Policy, a related party transaction includes transactions in which our Company (or a subsidiary), is a participant, the amount involved exceeds $120,000, and the related party has or will have a direct or an indirect material interest. Related parties of our Company consist of directors (including nominees for election as directors), executive officers, shareholders beneficially owning more than 5% of the Company’s voting securities, and the immediate family members of these individuals. Once a related party transaction has been identified, the Governance Committee will review all of the relevant facts and circumstances and approve or disapprove entry into the transaction. As required under SEC rules, we disclose all related party transactions annually in our Proxy Statement.

u 

Factors Used in Assessing Related Party Transactions

 

u

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

u

Whether there are any compelling business reasons for the Company to enter into the related party transaction and the nature of alternative transactions, if any;

u

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

u

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

u

Whether the related party transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the specific facts and circumstances of such transaction.

Any member of the Governance Committee who has a potential interest in any related party transaction will recuse himself or herself and abstain from voting on the approval or ratification of the related party transaction but may participate in all or a portion ofare fair to the Governance Committee’s discussions ofCompany and on the same basis as if the transaction had occurred on an arm’s-length basis;

• Whether there are any compelling business reasons for the Company to enter into the related party transaction and the nature of alternative transactions, if requested byany;

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

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

• Whether the related party transaction would present an improper conflict of interest for any director or executive officer of the Governance Committee. As required under SEC rules, we will disclose all related party transactions in our Proxy Statement.

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

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

LOGO

31

SECURITY OWNERSHIP INFORMATION

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

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

Non-Employee Directors

  Director(1)  

Shares of Common

Stock Beneficially

Owned

 

     

Deferred Share 

Units(2) 

 

 

 

Linda R. Gooden

 

  

 

 

 

 

1,000

 

 

 

 

    

 

 

 

 

11,994 

 

 

 

 

 

Joseph Jimenez

 

  

 

 

 

 

32,330

 

 

 

 

    

 

 

 

 

21,248 

 

 

 

 

 

Jane L. Mendillo

 

  

 

 

 

 

4,560

 

 

 

 

    

 

 

 

 

12,607 

 

 

 

 

 

Michael G. Mullen

 

  

 

 

 

 

750

 

 

 

 

    

 

 

 

 

19,855 

 

 

 

 

 

James J. Mulva

 

  

 

 

 

 

28,343

 

 

 

 

    

 

 

 

 

45,774 

 

 

 

 

 

Patricia F. Russo

 

  

 

 

 

 

12,300

 

 

 

 

    

 

 

 

 

29,362 

 

 

 

 

 

Thomas M. Schoewe

 

  

 

 

 

 

22,005

 

 

 

 

    

 

 

 

 

25,081 

 

 

 

 

 

Theodore M. Solso

 

  

 

 

 

 

5,000

 

 

 

 

    

 

 

 

 

61,312 

 

 

 

 

 

Carol M. Stephenson

 

  

 

 

 

 

800

 

 

 

 

    

 

 

 

 

51,093 

 

 

 

 

 

Devin N. Wenig

 

   —      —  

(1)

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

 

The son of Craig Glidden, our Executive Vice President and General Counsel, is employed by Cruise as a Manager, Reliability and Lifecycle Planning, and in 2020 he had a salary and bonus in excess of $120,000. The SEC has identified employment of immediate family members of directors and executive officers as per-se related person transactions and subject to disclosure if the $120,000 threshold is met. In 2020, two holders of 5% or more of the Company’s common stock – BlackRock and Vanguard – provided

investment management services to Company-sponsored pension plans. The practice of disclosing related party transactions with investment management funds that are also 5% holders of an issuer’s stock is becoming more commonplace. In 2021, GM entered into an agreement for consulting services with Kissinger Associates for approximately $500,000. Our director, Ms. Miscik, is the Chief Executive Officer of Kissinger Associates.

(2)

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

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

LOGO31

Our Values and How We Behave

Our Values

Customers

We put the customer at the center of everything we do. We listen intently to our customers’ needs. Each interaction matters. Safety and quality are foundational commitments, never compromised.

Excellence

We act with integrity. We are driven by ingenuity and innovation. We have the courage to do and say what’s difficult. Each of us takes accountability for results, drives for continued efficiencies, and has the tenacity to win.

Relationships

Our success depends on our relationships inside and outside the Company. We encourage diverse thinking and collaboration from all over the world to create great customer experiences.

Seek Truth

We pursue facts, respectfully challenge assumptions, and clearly define objectives. When we disagree, we provide additional context and consider multiple perspectives.

Our Behaviors

LOGO

 

    

 

Beneficial Ownership

        

Name(1)

  

Shares of

Common Stock

Beneficially

Owned

 

     

Right to
Acquire(2)

 

     

Total Number

of Shares

 

 

 

Mary T. Barra

 

  

 

 

 

 

696,981

 

 

 

 

    

 

 

 

 

1,779,360

 

 

 

 

    

 

 

 

 

2,476,341

 

 

 

 

 

Charles K. Stevens, III

 

  

 

 

 

 

102,741

 

 

 

 

    

 

 

 

 

 

187,062

 

 

 

    

 

 

 

 

289,803

 

 

 

 

 

Daniel Ammann

 

  

 

 

 

 

259,340

 

 

 

 

    

 

 

 

 

668,306

 

 

 

 

    

 

 

 

 

927,646

 

 

 

 

 

Mark L. Reuss

 

  

 

 

 

 

203,934

 

 

 

 

    

 

 

 

 

67,771

 

 

 

 

    

 

 

 

 

271,705

 

 

 

 

 

Alan S. Batey

 

  

 

 

 

 

138,067

 

 

 

 

    

 

 

 

 

162,212

 

 

 

 

    

 

 

 

 

300,279

 

 

 

 

 

Karl-Thomas Neumann

 

  

 

 

 

 

—

 

 

 

 

    

 

 

 

 

—

 

 

 

 

    

 

 

 

 

—

 

 

 

 

 

All Directors and Executive Officers as a Group

(22 persons, including the foregoing)

 

  

 

 

 

1,856,101

 

 

    

 

 

 

3,600,787

 

 

    

 

 

 

5,456,888

 

 

32

LOGO

Our People, Our Communities, and Our Environment

 

(1)

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

Our Social and Environmental Impact strategy represents our commitment to our people, our communities, and our environment. We are proud of our efforts to build an inclusive and unified workforce while responding to a world in need during the COVID-19 pandemic. The GM team rose to the occasion to protect each other, our customers, and our communities. As some of our plants suspended production in the earliest days of the pandemic, our teams rapidly turned to

producing critical-care ventilators and personal protective equipment for patients and frontline healthcare workers. After our first conversation with Ventec Life Systems, we began production in just 30 days and built 30,000 ventilators in 154 days. Despite the challenges we faced as a society, we remained steadfast in our vision of a world with zero crashes, zero emissions, and zero congestion.

Our People

We are building a diverse, equitable, and inclusive team that is inspired to make people’s lives safer, more convenient, and more sustainable. In pursuit of our ambition to become the most inclusive company in the world, we are also committed to bringing our workforce along as we transform our

business and execute GM’s growth strategy. By applying our GM behaviors, we strive to inspire our team across various key dimensions, including teamwork, fairness, trust, growth, commitment, and recognition to make a lasting impact.

u

Key Workforce Priorities

 

(2)

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

Talent Acquisition: Hiring top talent and investing in their success.

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

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

Wellness and Benefits: Providing benefits that help employees balance their jobs with other

aspects of their lives: market competitive pay; quality health care; 401(k) plans with Company contributions and matching programs; paid time off for vacations, illness, family care needs, and military leave; physical and mental health and well-being programs; and support for flexible and alternative work arrangements.

 

32

Labor Relations: Respecting our employees’ right to freedom of association in all countries, complying with all local labor laws and regulations, and engaging our workforce in our collective future.

 

LOGO
u

Diversity, Equity, and Inclusion

While we have a longstanding history of valuing diversity, equity, and inclusion, in 2020, as social and racial justice protests escalated across the United States, we took decisive actions to lead by example and stand up against injustices prevalent in society by setting an aspirational goal to become the world’s most inclusive company. As part of this effort, Ms. Barra, our Chairman and CEO, commissioned an Inclusion Advisory Board (“IAB”) composed of both internal and external leaders. The IAB’s role is to consult with GM’s Senior Leadership Team with the long-term goal of inspiring the Company to be inclusive through our words, deeds, and culture. We know there is more work ahead, yet we are proud of our efforts to create positive, sustainable social change, including the following:

GM has long been a global leader in advocating for women’s equity in the workplace, with

women in 30% of our top management positions within two levels of the CEO. We have also been recognized by organizations such as Equileap and the Bloomberg Gender-Equality Index for gender equality in the corporate sector.

GM’s policies and practices support the LGBTQ+ community. We extended same-sex domestic partner benefits early on and continue to provide full benefits to married LGBTQ+ couples. We also have a strong anti-discrimination policy that protects LGBTQ+ employees at GM. Beyond these measures designed to increase inclusion for our own employees, GM became a signatory to the Business Coalition for the Corporate Equality Act, which provides the same workplace protections to LGBTQ+ people as are provided to other protected groups under federal law.

LOGO33

GM joined the Business Roundtable’s Multiple Pathways Initiative to hire employees based on the value of skills rather than just degrees and to improve equity and diversity in the workplace. GM also joined OneTen, a consortium of companies who have committed to create career opportunities for 1 million Black Americans over the next 10 years.

We signed the Gender and Diversity KPI Alliance (“KPI Alliance”) on International Women’s Day in 2021. The KPI Alliance is a group of diversity, equity, and inclusion advocates, corporations, academics, and trade organizations that support the adoption and use of a set of key performance indicators to measure gender and diversity. By signing on to the KPI Alliance, GM continues to advance its commitment to workplace inclusion and pledges to use three key performance indicators – percentage of representation on the GM board, percentage of representation by employee category, and pay equality – as part of its efforts to measure and improve diversity in its organization.

GM has also introduced a new employee behavior: Be Inclusive. This behavior involves creating moments every day that value backgrounds, opinions, and ideas that may be different from a person’s own. It also means creating opportunities where everyone can speak up and be heard, have active dialogues, be curious, and value differences.

GM has 11 Employee Resource Groups (“ERGs”) which are voluntary, employee-led groups that serve as a resource for their constituent members and a catalyst for promoting a diverse, inclusive workplace that aligns with the vision and core values of the Company. These ERGs, with chapters across the U.S. and the globe, all work toward our corporate effort to make GM the most inclusive company in the world. Importantly, ERGs are fully open to anyone interested in joining, and we are proud that one in three GM employees participates in an ERG.

LOGO

“At GM, promoting a culture that is inclusive and free of any and all discrimination allows our team members to proudly be who they are at work – in an environment that is open, supportive, and empowering – where everyone is valued and accepted.”

Telva McGruder

Chief of Diversity, Equity, and Inclusion

Our Communities

GM’s philanthropic investments create inclusive and sustainable solutions for our communities. This work puts people at the center and is structured under three focus areas aligned with the United Nations Sustainable Development Goals: expand access to science, technology, engineering, and math (“STEM”) educational opportunities, vehicle and road safety, and community development. We also prioritize programs that create equitable opportunities and

advance diversity, equity, and inclusion. In 2020, more than 65% of our grant funding supported a variety of diverse communities. While our social investments last year supported many COVID-related response programs, we maintained a portfolio of nearly $35 million in funding to 357 U.S.-based nonprofits. Together, these projects will impact an estimated 5 million individuals through a variety of support services.

LOGO

34

LOGO

Our Environment

Advancing an all-electric, zero-carbon future is not just our commitment – we are already underway. Earlier this year, we announced the following:

We plan to be carbon neutral in our global products and operations by 2040, 10 years ahead of the goals set forth in the Paris Agreement on climate change.

We signed the Business Ambition for 1.5° C commitment and set science-based targets that align with the Paris Agreement.

We aspire to eliminate tailpipe emissions from new light-duty vehicles by 2035.

We will source 100% renewable energy to power our U.S. facilities by 2030 and our global facilities by 2035, five years earlier than our previously announced goal.

Last year, we accelerated our transition to an all-electric lineup and announced our investment of more than $27 billion through 2025 on electric and autonomous vehicle programs. These investments will allow GM to offer 30 EVs globally by 2025. In that same year, 40% of GM’s U.S. models will be battery electric vehicles. Cadillac, GMC, Chevrolet, and Buick will all be represented, with EVs at price points for work, adventure, performance, and family use.

As we strive to meet our renewable energy goals, we expect to be 60% of the way toward our U.S. renewable energy commitment by 2023. GM is also currently the tenth largest off-taker of renewable energy in the world. In recognition of this, last year we received the 2020 Green Power Leadership Award from the U.S. Environmental Protection Agency.

We also recently announced that GM plans to reduce the water intensity of its operations by 35% by 2035, compared to a 2010 baseline. Ms. Barra has also signed the CEO Water Mandate – a U.N. Global Compact Initiative – joining other global business leaders to address the key challenges around water security and further aligning to the U.N. Sustainable Development Goals.

You can learn more about our sustainability accomplishments and goals in our 2020 Sustainability Report available at gmsustainability.com.

LOGO

“Sustainability to me is about making sure that people can thrive now and in the future. That means things like having an inhabitable planet, safe ways for people to provide for themselves and their families, and helping to create a world in which everyone is treated equitably. As we continue to take bold action toward our vision of a world with zero emissions, we will focus equally on bringing everyone along.”

Kristen Siemen

Chief Sustainability Officer

LOGO35

SECURITY OWNERSHIP INFORMATION

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

The following table and accompanying footnotes show information regarding the beneficial ownership of GM’s issued and outstanding common stock by (i) each of our directors and NEOs, and all directors and executive officers as a group, each as of April 15, 2021, and (ii) each person known by us to beneficially own more than 5% of the issued and outstanding common stock as of the dates indicated in the footnotes. All directors and executive officers have sole voting and dispositive power over their shares. The Percentage of Outstanding Shares is based on 1,451,247,770 shares issued and outstanding as of April 15, 2021.

   
  Name  Shares of Common
Stock Beneficially
Owned		     

Percentage of

Outstanding
Shares

 

Non-Employee Directors(1)

      
   

Wesley G. Bush

   10,000(2)              * 

Linda R. Gooden

   1,000(2)              * 

Joseph Jimenez

   32,330(2)              * 

Jane L. Mendillo

   4,560(2)              * 

Judith A. Miscik

   —(2)              * 

Patricia F. Russo

   25,000(2)              * 

Thomas M. Schoewe

   22,005(2)              * 

Theodore M. Solso

   6,561(2)              * 

Carol M. Stephenson

   800(2)              * 

Mark A. Tatum

   —(2)              * 

Devin N. Wenig

   —(2)              * 

Margaret C. Whitman

   —(2)              * 

Named Executive Officers(1)

      
   

Mary T. Barra

   2,753,251(3)              * 

Paul A. Jacobson(4)

   87,654(3)              * 

Mark L. Reuss

   670,814(3)              * 

Douglas L. Parks

   100,868(3)              * 

Stephen K. Carlisle(5)

   83,344(3)              * 

Dhivya Suryadevara(6)

   —(3)              * 

John P. Stapleton(7)

   183,211(3)              * 

Barry L. Engle II(8)

   1,579(3)              * 

All Directors and Executive Officers as a Group (26 persons, including the foregoing)

   5,766,125(3)              * 

Certain Other Beneficial Owners(9)

            

BlackRock, Inc.(10)

   106,303,679      7.3% 

The Vanguard Group(11)

   90,641,771      6.2% 

Capital Research Global Investors(12)

   90,122,701      6.2% 

Capital World Investors(13)

   81,002,941      5.6% 

Berkshire Hathaway Inc.(14)

   72,500,000      5.0% 

*

Less than 1%.

36

LOGO

(1)

SECURITY OWNERSHIP INFORMATIONc/o General Motors Company, 300 Renaissance Center, Detroit, Michigan 48265.

 

(2)

Certain Beneficial Owners

The beneficial ownership as of April 1, 2018,These amounts represent common stock only and do not include DSUs, which are unit equivalents of our common stock, under the Director Compensation Plan described on page 12 of this Proxy Statement. Directors hold the following number of DSUs: 16,348 DSUs for Mr. Bush; 26,416 DSUs for Ms. Gooden; 49,863 DSUs for Mr. Jimenez; 39,363 DSUs for Ms. Mendillo; 9,695 DSUs for Ms. Miscik; 51,164 DSUs for Ms. Russo; 40,336 DSUs for Mr. Schoewe; 102,143 DSUs for Mr. Solso; 76,552 DSUs for Ms. Stephenson; 0 DSUs for Mr. Tatum; 24,461 DSUs for Mr. Wenig; and 0 DSUs for Ms. Whitman.

(3)

These amounts include shares that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of April 15, 2021, as follows: 1,627,619 shares for Ms. Barra; 12,654 shares for Mr. Jacobson; 530,644 shares for Mr. Reuss; 73,046 shares for Mr. Parks; 24,306 shares for Mr. Carlisle; and 162,301 shares for Mr. Stapleton.

(4)

Mr. Jacobson joined the Company as the Executive Vice President and Chief Financial Officer, effective December 1, 2020.

(5)

Mr. Carlisle was named Executive Vice President and President, North America, effective July 15, 2020.

(6)

Ms. Suryadevara resigned as Executive Vice President and Chief Financial Officer, effective September 1, 2020.

(7)

Mr. Stapleton served as the Acting Chief Financial Officer from August 15, 2020, through November 30, 2020.

(8)

On July 6, 2020, the Company determined that Mr. Engle would leave his position as Executive Vice President and President, North America, and separated from the Company effective September 1, 2020.

(9)

The Company is permitted to rely on the information reported by each personbeneficial owner in filings with the SEC and has no reason to believe that the information is incomplete or groupinaccurate or that the beneficial owner should have filed an amended report and did not.

(10)

Based solely on information set forth in a Schedule 13G/A filed with the SEC on January 29, 2021, BlackRock, Inc., reported that it and its subsidiaries listed on Exhibit A to Schedule 13G/A were the beneficial owners of persons who106,303,679 shares of GM’s outstanding common stock as of December 31, 2020. BlackRock reported having sole voting power over 94,239,240 shares and sole dispositive power over 106,303,679 shares. No shared voting or dispositive powers were reported. The address for BlackRock, Inc., is known to be55 East 52nd Street, New York, New York 10055.

(11)

Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group reported that it and its subsidiaries listed on Appendix A of Schedule 13G/A were the beneficial owners of 90,641,771 shares of GM’s outstanding common stock as of December 31, 2020. The Vanguard Group reported having sole dispositive power over 85,272,471 shares, shared voting power over 2,017,193 shares, and shared dispositive power over 5,369,300 shares. No sole voting power was reported. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(12)

Based solely on information set forth in a Schedule 13G filed with the SEC on February 16, 2021, Capital Research Global Investors reported that it is the beneficial owner of more than 5%90,122,701 shares of ourGM’s outstanding common stock as of December 31, 2020. Capital Research Global Investors reported having sole voting power over 90,119,869 shares is shown in the following table.

Name and Address of Beneficial Owner of Common Stock

  

Number of

Shares(1)

     

Percent of

Outstanding
Shares

 

 

 

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

advisor Brock Fiduciary Services LLC

200 Walker Street

Detroit, MI 48207

 

  

 

 

 

 

 

100,150,000

 

 

 

    

 

 

 

 

 

7.1

 

 

% 

 

 

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

 

  

 

 

 

 

 

87,437,866

 

 

 

    

 

 

 

 

 

6.2

 

 

% 

 

 

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

 

  

 

 

 

 

 

76,922,292

 

 

 

    

 

 

 

 

 

5.5

 

 

% 

(1)

Number of shares reported by each beneficial owner in filings with the SEC. The Company is permitted to rely on the information set forth in these filings and has no reason to believe that the information is incomplete or inaccurate or that the beneficial owner should have filed an amended report and did not. Each beneficial owner reported as follows:and sole dispositive power over 90,122,701 shares. No shared voting or dispositive powers were reported.

 

Entity/ Filing

 

 

Sole Voting Power

 

  

Shared Voting Power

 

  

 

Sole Dispositive

Power

 

  

 

Shared Dispositive

Power

 

 

 

 

UAW Retiree Medical Benefits Trust(a)

(Form 4, filed Mar. 5, 2018)

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

 

 

100,150,000

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

 

 

100,150,000

 

 

 

 

The Vanguard Group

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

 

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

 

 

BlackRock, Inc.

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

 

 

 

 

 

65,871,841

 

 

 

 

 

 

—

 

 

 

 

 

 

76,922,292

 

 

 

 

 

 

—

 

 

(13)(a)Pursuant to the Stockholders Agreement dated October 15, 2009, between the Company and the VEBA Trust, the VEBA Trust will vote its shares of our common stock on each matter presented to the shareholders at the Annual Meeting in the same proportionate manner as the holders of our common stock other than our directors and executive officers. The VEBA Trust will be subject to the terms of the Stockholders Agreement until it beneficially owns less than 2% of the shares of our common stock then issued and outstanding.

Section 16(a) Beneficial Ownership Reporting Compliance

Federal securities laws require that our directors and executive officers and shareholders that own more than 10% of our common stock report to the SEC and the Company certain changes in ownership and ownership information within specified periods. Based solely on information set forth in a review of the reports furnished to us orSchedule 13G/A filed with the SEC on February 16, 2021, Capital World Investors reported that it is the beneficial owner of 81,002,941 shares of GM’s outstanding common stock as of December 31, 2020. Capital World Investors reported having sole voting power over 80,878,094 shares and uponsole dispositive power over 81,002,941 shares. No shared voting or dispositive powers were reported.

(14)

Based solely on information furnished by these people, we believe that during 2017 allset forth in a Schedule 13G/A filed with the SEC on February 16, 2021, Warren E. Buffett and Berkshire Hathaway Inc. and its subsidiaries listed on Exhibit A to Schedule 13G/A reported being the beneficial owners of our directors72,500,000 shares of GM’s outstanding common stock as of December 31, 2020, over which they had shared voting and officers timely filed all reports they were required to file under Section 16(a) of the Securities Exchange Act of 1934.dispositive power. No sole voting or dispositive power was reported. The address for Berkshire Hathaway Inc. is 3555 Farnam Street, Omaha, Nebraska 68131.

LOGO37

AUDIT COMMITTEE REPORT

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

 

LOGO

LOGO

Purpose

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

The quality and integrity of GM’s financial statements;

GM’s compliance with legal and regulatory requirements; and

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

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

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

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

Required Disclosures

In 2020, the Audit Committee met seven times and fulfilled all of its core charter obligations. Consistent with its charter responsibilities, the Audit Committee met and held discussions with management and EY regarding the Company’s audited financial statements and internal controls for the year ended December 31, 2020. In this context, management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee reviewed and discussed the consolidated financial statements with management and EY and further discussed with EY the matters required to be discussed by the requirements of the PCAOB and the SEC. This review included a discussion with management and EY of the quality, not merely the acceptability, of GM’s accounting principles, the reasonableness of significant estimates and

judgments, and the clarity of disclosure in GM’s financial statements, including the disclosures related to critical accounting estimates and critical audit matters. EY also provided to the Audit Committee the written disclosures and letter required by the applicable requirements of the PCAOB concerning independence, and the Audit Committee discussed with EY the auditor’s independence. The Audit Committee also considered and determined that the provision of non-audit services to GM is compatible with maintaining EY’s independence. The Audit Committee concluded that EY was independent from the Company and management.

For additional information about GM’s policies and procedures related to the approval of EY’s audit and non-audit services, see “Policy for Approval of Audit and Permitted Non-Audit Services” on page 40 of this Proxy Statement.

 

LOGO

33
38

LOGO

Recommendation

Based upon the Audit Committee’s discussions with management and EY as described in this report and the Audit Committee’s review of the representation of management and the reports of EY to the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission on February 10, 2021.

Audit Committee

Thomas M. Schoewe (Chair)

Wesley G. Bush

Linda R. Gooden

Jane L. Mendillo

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

 

LOGO39

Fees Paid to Independent Registered Public Accounting Firm

The following table summarizes the fees for professional services provided by EY for the audit of GM’s annual financial statements and internal control over financial reporting for the years ended December 31, 2020 and 2019, together with the fees billed for other services rendered by EY during these periods.

   
Type of Fees  

2020

($ in millions)

   

2019

($ in millions)

 

Audit

   21    22 

Audit-Related

   4    5 

Tax

   2    3 

Subtotal

   27    30 

All Other Services

   —    — 

TOTAL

   27    30 

Audit Fees — Includes fees for the integrated audit of the Company’s annual consolidated financial statements and attestation of the effectiveness of the Company’s internal controls over financial reporting, including reviews of the interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q and audits of statutory financial statements.

Audit-Related Fees — Includes fees for assurance and related services that are traditionally performed by the independent registered public accounting firm. More specifically, these services include employee benefit plan audits, comfort letters in connection with funding transactions, other attestation services, and consultations concerning financial accounting and reporting standards.

Tax Fees — Includes fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.

All Other Fees — Includes fees for services that are not contained in the above categories and consists of permissible advisory services.

Policy for Approval of Audit and Permitted Non-Audit Services

The services performed by EY in 2020 were preapproved in accordance with the preapproval policy and procedures established by the Audit Committee. This policy requires that prior to the provision of services by the auditor, the Audit Committee will be presented, for consideration, with a description of the types of Audit-Related, Tax, and All Other Services expected to be performed by the auditor during the fiscal year, with amounts budgeted for each category (Audit-Related, Tax, and All Other Services). Any requests for such services for $1 million or more not contemplated and approved by the Audit Committee initially must thereafter be submitted to the Audit Committee for specific preapproval. Requests for services less than $1 million individually can be approved by management based on the amounts approved for each

category. Management must report actual spending for each category to the full Audit Committee periodically throughout the year.

These services are actively monitored (both spending and work content) by the Audit Committee to maintain the appropriate objectivity and independence in EY’s core work, which is the audit of the Company’s consolidated financial statements and internal controls. The Audit Committee determined that all services provided by EY in 2020 were compatible with maintaining the independence of EY.

 

40

LOGO

This page intentionally left blank.

EXECUTIVE COMPENSATION

 

 

34

LOGO

Compensation Discussion and Analysis

 

LOGO

Compensation OverviewEXECUTIVE COMPENSATION

LOGO

Compensation Discussion and Analysis (CD&A)

Compensation Overview

3642
Compensation Principles49
Compensation Elements49
Performance Measures51
Performance Results and Compensation Decisions54
Compensation Policies and Governance Practices65
Compensation Committee Report68 

Compensation Principles

43

Compensation Elements

43

Performance Measures

44

Performance Results and Compensation Decisions

47

Compensation Policies and Governance Practices

54

Compensation Committee Report

56
Executive Compensation Tables

Summary Compensation Table69
Grants of Plan-Based Awards72
Outstanding Equity Awards at Fiscal Year-End74
Option Exercises and Stock Vested75
Pension Benefits76
Nonqualified Deferred Compensation Plan78
Potential Payments Upon Termination79 
Executive Compensation Tables

Summary Compensation Table

LOGO

AFCF

��57

Grants of Plan-Based Awards

59

Outstanding Equity Awards at FiscalYear-End

60

Option Exercises and Stock Vested

61

Pension Benefits

61

Nonqualified Deferred Compensation Plan

63

Potential Payments Upon Termination

64

Equity Compensation Plan Information

67 —Automotive Free Cash Flow

AV

—Autonomous Vehicle

DB

—Defined Benefit

DC

—Defined Contribution

EBIT

—Earnings Before Interest and Taxes

EPS

—Earnings Per Share

ESG

—Environmental, Social, and Governance LOGO

EV

—Electric Vehicle

GICS

—Global Industry Classification Standard

HCM

—Human Capital Management

LTIP

—Long-Term Incentive Plan

Defined terms:NEO

—Named Executive Officer

NQ

•AFCF – Automotive Free Cash Flow—Nonqualified

OEM

—Original Equipment Manufacturer

PSU

—

Performance Share Unit

ROIC

—

Return on Invested Capital

RSU

—Restricted Stock Unit

STIP

—Short-Term Incentive Plan

TSR

—Total Shareholder Return

WACC

—Weighted Average Cost of Capital

•DB – Defined Benefit

•DC – Defined Contribution

•DSV – Driving Stockholder Value

•EBIT – Earnings Before Interest and Taxes

•EPS – Earnings Per Share

•ESG – Environmental, Social, and Governance

•LTIP – Long-Term Incentive Plan

•GAAP – Generally Accepted Accounting Principles
•NEO – Named Executive Officer

•NQ – Non-Qualified

•OEM – Original Equipment Manufacturer

•PSU – Performance Share Unit

•RSA – Restricted Stock Award

•ROIC – Return on Invested Capital

•RSU – Restricted Stock Unit

•STIP – Short-Term Incentive Plan

•TSR – Total Shareholder Return

Executive Compensation Table of Contents

LOGO

35


EXECUTIVE COMPENSATION

Compensation Overview

uOur Company Performance

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

u

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

u

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

u

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

u

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

u

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

u

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

u

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

u

IncreasedEPS-diluted-adjusted to $6.62;

u

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

u

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

u

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

u

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

u

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

Note:

EBIT-adjusted margin andEPS-diluted-adjusted arenon-GAAP financial measures. Refer to Appendix A for a reconciliation of thesenon-GAAP measures to their closest comparable GAAP measure.

uOur Vehicle Launches

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

Buick Regal

Cadillac XTS

Chevrolet Traverse
Buick Enclave

Chevrolet Equinox

GMC Terrain
 

 

uOur Named Executive Officers

LOGO

 

Mary T. Barra

LOGO

Chairman and Chief Executive Officer

Charles K. Stevens, III

LOGO

Executive Vice President and Chief Financial Officer

Daniel Ammann

LOGO

President

Mark L. Reuss

LOGO

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

Alan S. Batey

LOGO

 

LOGO

Chairman and Chief Executive Officer

Paul A. Jacobson

LOGO

Executive Vice President and Chief Financial Officer

Mark L. Reuss

LOGO

President

Douglas L. Parks

LOGO

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

Stephen K. Carlisle

LOGO

Executive Vice President and President, North America

Dhivya Suryadevara

LOGO

Former Executive Vice President and Chief Financial Officer

John P. Stapleton

LOGO

Vice President and Chief Financial Officer, North America, and Former Acting Chief Financial Officer

Barry L. Engle II

LOGO

Former Executive Vice President and President, North America

Karl-Thomas Neumann

LOGO

Former Executive Vice President and President, Europe

36

LOGO

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


EXECUTIVE COMPENSATION

Positions as of December 31, 2020.

 

LOGO41

Compensation Overview

 

u

Our Company Performance

In 2020, General Motors met the challenges presented by COVID-19 while working towards our vision of a world with zero crashes, zero emissions, and zero congestion. The results below demonstrate our commitment to safety for our employees and our customers, and highlight GM’s accelerated strategy to deliver an all-electric future powered by the strength of our core business.

 

We ended 2017 with the following key financial results:

LOGO

 

 

LOGOLOGO

 

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

(1)

These arenon-GAAP financial measures. Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form10-K for the fiscal year ended December 31, 2017 for a reconciliation of ROIC-adjusted to its closest comparable GAAP measure. Refer to Appendix A for a reconciliation of EBIT-adjusted, EBIT-adjusted margin, adjusted automotive free cash flow, andEPS-diluted-adjusted to their closest comparable GAAP measure.

(2)

Assumes dividends are reinvested in common stock.

uCompensation Governance and Best Practices

WHAT WE DO

ü

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

ü

Conduct annual advisory vote for shareholders to approve executive compensation

ü

Maintain a Compensation Committee composed entirely of independent directors

ü

Require stock ownership for all senior leaders

ü

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

ü

Includenon-compete andnon-solicitation terms in all grant agreements with senior leaders

ü

Retain an independent executive compensation consultant to the Compensation Committee

ü

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

ü

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

ü

Complete incentive compensation risk reviews annually

ü

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

WHAT WE DON’T DO

û

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

û

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

û

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

û

  

 

Committed more than $27 billion to EV and AV technologies through 2025 and announced plans to offer 30 EVs globally by 2025 LOGO

We ended 2020
with the following
key financial results:(1)

LOGO

LOGO

LOGO

LOGO

LOGO

LOGO

LOGO

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

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

(3) Refer to Appendix A for the
calculation of return on equity.

LOGO

Launched new business, BrightDrop, an ecosystem of first-to-last mile products, software, and services designed to help businesses deliver goods and services more efficiently while improving overall sustainability LOGO

LOGO

Announced North American alliance with Honda to jointly develop two EVs using the Ultium platform LOGO

LOGO

Announced Vehicle Intelligence Platform as the software foundation for all vehicle platforms. By 2023, 38 models will have the Vehicle Intelligence Platform allowing for over-the-air updates

LOGO

Showed strength and resiliency of the business responding to the challenges of the global pandemic while delivering $122.5 billion in revenue and launching and refreshing 23 vehicles globally

LOGO

Increased the retail average transaction price in the U.S. for the ninth year in a row, with a new record of $39,356 for 2020

LOGO

GM Financial generated record-breaking earnings before tax-adjusted of $2.7 billion and paid $800 million in dividends to GM

LOGO

Achieved highest-ever retail average transaction price for full-size trucks in the U.S. of $47,599

LOGO

Launched entirely new line-up of full-size SUVs, including the 2021 Chevrolet Tahoe and Suburban, 2021 GMC Yukon and Yukon XL, and 2021 Cadillac Escalade

LOGO

Sold over 1 million crossovers in the U.S. for the third year in a row

LOGO

Attracted highest ever percentage of new customers to the Chevrolet brand, with 46.7% of sales coming from conquest buyers

LOGO

Delivered strong performance in China, increasing Buick deliveries by 4.1% year-over-year driven by strong demand for premium multi-purpose vehicles and SUVs

LOGO

Debuted the all-new GMC HUMMER EV powered by Ultium LOGO

LOGO

Revealed the Cadillac LYRIQ show car, the first entry in the brand’s electric portfolio, positioning Cadillac to lead in electrification, connectivity, and hands-free driving LOGO

LOGO

Announced new OnStar Insurance Services, exemplifying our commitment to focus on safety and delivering a world-class customer experience

LOGO

Announced Microsoft will join GM, Honda, and institutional investors to accelerate the commercialization of self-driving, shared, all-electric vehicles in a combined new equity investment of more than $2 billion in Cruise, bringing the post-money valuation of Cruise to $30 billion LOGO

LOGO

Received a permit from the California Department of Motor Vehicles to operate without anyone behind the wheel. Unveiled the Cruise Origin, a self-driving EV developed for a million miles of 24-hour EV service. Provided over 200,000 COVID-19 relief deliveries and announced a pilot with Wal-Mart Delivery LOGO

LOGO

Rapidly repurposed GM facilities to produce critical-care ventilators, masks, and personal protective equipment for front-line healthcare workers and first responders to help fight the COVID-19 pandemic LOGO

LOGO

Implemented cost-saving austerity measures across the organization in response to the global pandemic while maintaining employment levels and preserving liquidity by issuing unsecured bonds and drawing on our revolving credit facilities, which were paid off in full by the end of 2020

LOGO

Delivered the first Infantry Squad Vehicles to the U.S. Army as part of a $214.3 million contract awarded in 2020

42

LOGO

u

Leadership Changes

The Company made the following leadership changes during 2020:

Barry L. Engle II – On July 6, 2020, the Company determined that Mr. Engle would leave his position as Executive Vice President and President, North America, and support the transition of his duties and responsibilities to Mr. Carlisle. The Company and Mr. Engle entered into a separation agreement on September 1, 2020, as a qualified termination without cause under the terms of the General Motors LLC U.S. Executive Severance Program (“Executive Severance Program”) (filed as an exhibit to the 2020 Form 10-K). Mr. Engle is subject to the terms of a one-year non-compete agreement and other standard covenants. For additional details, see page 79 of this Proxy Statement.

Stephen K. Carlisle – Promoted to Executive Vice President and President, North America, effective July 15, 2020.

Dhivya Suryadevara – Resigned as Executive Vice President and Chief Financial Officer, effective September 1, 2020.

John P. Stapleton – Served as Acting Chief Financial Officer from August 15, 2020, through November 30, 2020.

Paul A. Jacobson – Named Executive Vice President and Chief Financial Officer, effective December 1, 2020.

u

Compensation Governance and Best Practices

WHAT WE DO
✓

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

✓

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

✓

Require stock ownership for all senior leaders

✓

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

✓

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

✓

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

✓

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

✓

Complete an annual risk review evaluating incentive compensation plans

✓

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

✓

Conduct an annual audit of senior executive expenses and perquisites

WHAT WE DON’T DO

×

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

×

Pay above-market interest on deferred compensation in retirement plans

×

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

×

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

×

Allow the repricing or backdating of equity awards

 

LOGO

37

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


EXECUTIVE COMPENSATION

uShareholder Engagement Initiatives

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

LOGO

SHAREHOLDER SAY-ON-PAY

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

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

What We Heard

How We Responded

Maintain pay for performance

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

Continue to invest in the future

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

Consider ESG performance when making pay decisions

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

Look at performance relative to automotive industry peers

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

Keep compensation plans simple

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

38

LOGO

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


EXECUTIVE COMPENSATION

uCompensation Program Evolution

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

LOGO

LOGO

LOGO

39

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


EXECUTIVE COMPENSATION

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

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

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

Toyota Motor Company

Volkswagen AGSuzuki Motor Corp.           

Daimler AG

Bayerische Motoren Werke AGFiat Chrysler Automobiles NV           

Ford Motor Company

Nissan Motor Co. LtdTesla, Inc.           

Honda Motor Co. Ltd.

Renault SAMazda Motor Corp.           

General Motors Co.(1)

Hyundai Motor Co.

Kia Motors Corp.           

(1)

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

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

LOGO

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

40

LOGO


EXECUTIVE COMPENSATION

uPeer Group for Compensation Comparisons

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

In determining 2017 compensation, we maintained the same compensation peer group from 2016. Based on the guidelines established by the Compensation Committee for our peer group selection, companies must satisfy each of the following criteria to be considered for the peer group:

Revenue greater than $25 billion

Significant international revenue

Capital-intensive operations

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

Comparable R&D expenditures as a percent of revenue

Technology focused

Durable goods manufacturer

Business/production complexity

Consumers who are the end user

Strong brand reputation

  CompanyIndustryCompanyIndustry

3M Company

Industrial Conglomerates

Honeywell International Inc.

Aerospace and Defense

The Boeing Company

Aerospace and Defense

IBM Corporation

IT Consulting and Other Services

Caterpillar Inc.

Construction Machinery and

Heavy Trucks

Intel Corporation

Semiconductors

Deere & Company

Agricultural and Farm Machinery

Johnson & Johnson

Pharmaceuticals

The Dow Chemical Company(1)

Diversified Chemicals

Johnson Controls Inc.(1)(2)

Auto Parts and Equipment

Du Pont(1)

Diversified ChemicalsPepsiCo, Inc.Soft Drinks and Food

Ford Motor Company

Automobile Manufacturers

Pfizer Inc.

Pharmaceuticals

General Electric Company

Industrial Conglomerates

The Procter & Gamble Company

Household Products

HP, Inc.

Technology Hardware,

Storage, and Peripherals

United Technologies Corp.

Aerospace and Defense

(1)

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

(2)

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

uHow We Use Comparator Data to Assess Compensation

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

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

LOGO

41

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


EXECUTIVE COMPENSATION

uHow We Plan Compensation

LOGO

uPerformance-Based Compensation Structure

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

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

LOGO

LOGO

42

LOGO

EXECUTIVE COMPENSATION

Compensation Principles

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

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

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

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

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

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

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

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

Compensation Elements

u

2017 Compensation Structure

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

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

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

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

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

u

Perquisites and Other Compensation

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

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

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

LOGO

LOGO  43 

u

EXECUTIVE COMPENSATIONShareholder Engagement

The Company views shareholder engagement as a continuous process and annually seeks feedback directly from our shareholders. Through these engagements, we received positive feedback in support of executive compensation programs and, in particular, the Compensation Committee’s decision to further drive accountability and reinforce our safety culture and ESG results.

Shareholder feedback is reflected through the new 2020 LTIP where PSU measures are equally weighted for Relative ROIC-adjusted (37.5% of total LTIP) and Relative TSR (37.5% of total LTIP), and performance measure payouts are subject to caps. These discussions, Say-on-Pay voting results, and alignment to the Company vision and strategic goals are key drivers in our ongoing assessment of our current and future programs. As executive compensation programs evolve, the Board remains committed to continuing the dialogue with shareholders regarding our compensation philosophy and practices.

 

LOGO

 

SHAREHOLDER SAY-ON-PAY

SecurityThe Compensation Committee seeks to align the Company’s executive compensation programs with the interests of the Company’s shareholders. The Compensation Committee considers the results of the annual Say-on-Pay – NEOs may receive security services, including home security systemsvote, the long-term vision and monitoring, for specific security-related reasons identified bystrategic goals of the Company, input from management, input from its independent third-party security consultants.

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

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

u

2017 Target Compensation

Our target total directinvestor engagement feedback when setting compensation for each NEOour executives. In 2020, 96.5% of our shareholders voted in 2017 was as follows:

    

Annual Base

Salary

($)

 

   

STIP

(%)

 

  

STIP

($)

 

   

Target Total Cash

Compensation

($)

 

        

 

LTIP

 

   

Target Total

Compensation

($)

 

 

  Name

 

             

PSUs(2)

($)

 

   

Stock
Options

($)

 

   

 

Mary T. Barra

 

  

 

 

 

 

2,100,000

 

 

 

 

  

 

 

 

 

200

 

 

% 

 

 

 

 

 

 

4,200,000

 

 

 

 

  

 

 

 

 

6,300,000

 

 

 

 

       

 

 

 

 

9,750,000

 

 

 

 

  

 

 

 

 

3,250,000

 

 

 

 

  

 

 

 

 

19,300,000

 

 

 

 

 

Charles K. Stevens, III

 

  

 

 

 

 

1,100,000

 

 

 

 

  

 

 

 

 

125

 

 

% 

 

 

 

 

 

 

1,375,000

 

 

 

 

  

 

 

 

 

2,475,000

 

 

 

 

       

 

 

 

 

2,793,750

 

 

 

 

  

 

 

 

 

931,250

 

 

 

 

  

 

 

 

 

6,200,000

 

 

 

 

 

Daniel Ammann

 

  

 

 

 

 

1,450,000

 

 

 

 

  

 

 

 

 

125

 

 

% 

 

 

 

 

 

 

1,812,500

 

 

 

 

  

 

 

 

 

3,262,500

 

 

 

 

       

 

 

 

 

3,703,125

 

 

 

 

  

 

 

 

 

1,234,375

 

 

 

 

  

 

 

 

 

8,200,000

 

 

 

 

 

Mark L. Reuss

 

  

 

 

 

 

1,200,000

 

 

 

 

  

 

 

 

 

125

 

 

% 

 

 

 

 

 

 

1,500,000

 

 

 

 

  

 

 

 

 

2,700,000

 

 

 

 

       

 

 

 

 

3,037,500

 

 

 

 

  

 

 

 

 

1,012,500

 

 

 

 

  

 

 

 

 

6,750,000

 

 

 

 

 

Alan S. Batey

 

  

 

 

 

 

1,025,000

 

 

 

 

  

 

 

 

 

125

 

 

% 

 

 

 

 

 

 

1,281,300

 

 

 

 

  

 

 

 

 

2,306,300

 

 

 

 

       

 

 

 

 

2,020,275

 

 

 

 

  

 

 

 

 

673,425

 

 

 

 

  

 

 

 

 

5,000,000

 

 

 

 

 

Karl-Thomas Neumann(1)

 

  

 

 

 

 

1,050,000

 

 

 

 

  

 

 

 

 

125

 

 

% 

 

 

 

 

 

 

1,312,500

 

 

 

 

  

 

 

 

 

2,362,500

 

 

 

 

       

 

 

 

 

1,781,250

 

 

 

 

  

 

 

 

 

593,750

 

 

 

 

  

 

 

 

 

4,737,500

 

 

 

 

(1)

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

(2)

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

Performance Measuresfavor of our executive compensation programs.

 

u

How We Set Performance Targets

Investor Alignment Topics2020 Activities

Enhanced Human Capital Management Disclosure

We remain committed to providing robust HCM practices and disclosure. Each year, the Company provides HCM updates through our Sustainability Report, which describes both the development of our workforce and updates on diversity, equity, and inclusion. We have taken further steps to foster an inclusive Company culture by creating our Inclusion Advisory Board, led by our Chairman and CEO, and adding “Be Inclusive” to our GM Behaviors to continue to impact positive social change. For additional information on our HCM initiatives, see “Our People, Our Communities, and Our Environment” section on page 33 of this Proxy Statement.

Annually,Evaluation of ESG Performance

ESG performance continues to be a focus for the Company and our shareholders. The Compensation Committee approvesfactors ESG performance into strategic goals for each NEO. We identify ESG results with a green leaf in the “Our Company Performance” section on page 42 of this Proxy Statement and the “Performance Results and Compensation Decisions” section for individuals starting on page 57 of this Proxy Statement, which reflect our ongoing commitment to ESG performance measures foroutcomes.

Balanced Approach to

Short-Term and Long-Term Plans

The 2020 STIP focuses leadership on driving strong profitability and cash flow, as well as evaluating individual performance to strategic goals. The 2020 LTIP focuses leadership on stock price appreciation and encourages sound capital investments. We continue to evaluate the external market and hold conversations with investors to ensure the competitiveness, appropriateness, and overall balance of the STIP and LTIP.

Appropriate Peer Group Selection

The Compensation Committee reviews recommendations from management, receives input from the Compensation Committeeits independent compensation consultant evaluates the annual budget and mid term business plan, and reviews prior-year performanceannually to approve value-creating goals tied to long-term shareholder value.

u

2017 STIP Performance Measures for NEOs

The STIP aligns with our plans to create the world’s most valued automotive company and to increase shareholder value. The STIP rewards NEOs for performance linkeddetermine any additions or deletions to the Company’s achievementpeer group that is used for compensation comparisons. We ensure our peer group composition remains competitive and appropriate as we continue to transform the organization. All companies in the peer group have been included for at least five consecutive years. A full disclosure of annual financial goals, operational performance goals,our consistent approach and individual performance results. The STIP is an annual cash incentive award intended toframework can be deductible as performance-based compensation under U.S. Internal Revenue Code (“IRC”) Section 162(m) and is fundedfound in the “Peer Group for each covered NEO once the Company achieves the threshold of positive EBIT-adjusted.

The Compensation Committee annually reviews and approves STIP goals to assess the difficulty in level of achievement and overall linkage to shareholders through the achievement of the business plan and strategic objectives. For the 2017 STIP, all targets were set at or above final 2016 performance. The Committee elected to adjust the weights to increase EBIT-adjusted to 50% and removed both global Market Share and Global Quality as overall measures. The Committee added individual performance with a weight of 25% as a measure to evaluate individual performance for each leader. Individual performance results and final individual compensation decisions are discussed beginningComparisons” section on page 48. Individual performance is assessed with an individual performance scorecard measuring results againstpre-established goals that the Committee approves at the beginning47 of the year. Global market share and global quality are still focus items that the Committee considers when evaluating individual performance results.this Proxy Statement.

44

 

LOGO
44

LOGO

u

EXECUTIVE COMPENSATIONCompensation Program Evolution

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

LOGO

LOGO

 

LOGO45

The 2020 STIP focuses leadership on key financial measures (75% of STIP) and strategic goals (25% of STIP). The total payout for the STIP ranges from 0% to 200% based on performance against pre-established targets. The Compensation Committee determines performance to strategic goals using a rigorous assessment process measuring performance against pre-established operational goals, safety results, and other measures, including ESG outcomes. Payout for strategic goals performance will occur only if threshold performance of at least one financial measure is met.

The 2020 LTIP features Stock Options (25% of total LTIP) to align our most senior leaders with shareholders’ interest in stock price appreciation and PSUs (75% of total LTIP) with relative performance measures that drive long-term results. New for 2020, in response to feedback from our shareholders, PSUs are equally weighted for Relative ROIC-adjusted (37.5% of total LTIP) and Relative TSR (37.5% of total LTIP), and performance payouts are capped, as described below.

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

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

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

u

Peer Group for 2020–2022 LTIP Performance

We use the following OEMs in the Dow Jones Automobiles & Parts Titans 30 Index to measure relative performance for Relative ROIC-adjusted and Relative TSR measures for the 2020–2022 PSU awards. The Compensation Committee uses this index for performance comparisons because these companies represent our global competition and are subject to similar macroeconomic challenges.

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

 

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

Werke AG

 

Honda Motor Co. Ltd.

  STIP Measure

 

 

Weight

 

  

Target

 

   

Leadership Behaviors

 

 

EBIT-adjusted

 

 

 

 

 

 

50% 

 

 

 

 

 

 

 

 

 

$12.7

 

 

 

 

  

 

Focus on operating profit and driving strong profitability

 

 

Adjusted AFCF (1)

 

 

 

 

 

 

25% 

 

 

 

 

 

 

 

 

 

$  6.3

 

 

 

 

  

 

Focus on driving strong cash flow to invest in the business

 

 

Individual Performance

 

 

 

 

 

 

25% 

 

 

 

 

 

 

 

 

 

25 pts.

 

 

 

 

  

 

Focus on individual performance goals that impact business results

 

(1)

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

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

 

LOGONissan Motor Co. Ltd

u  

2017–2019 LTIP Performance Measures for NEOs

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

 

Suzuki Motor Corp.

LOGO

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

  LTIP Measure

Weight

Target

Leadership Behaviors

Relative ROIC-adjusted (1)

67%   

60th Percentile

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

Relative TSR (1)

33%   

50th Percentile

Focus on delivering shareholder returns that outperform our OEM peers

(1)

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

LOGO

45

EXECUTIVE COMPENSATION

 

Daimler AG

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

 

LOGOHyundai Motor Co.

 

u

Summary of Outstanding Performance Awards Granted in Prior Years

Peugeot SA(2)

Tesla, Inc.

Fiat Chrysler

Automobiles NV(2)

Kia Motors Corp.

Renault SA

Toyota Motor Company

Ford Motor Company

Mazda Motor Corp.

Subaru Corp.

Volkswagen AG

 

LOGO

(1)
46

LOGO

EXECUTIVE COMPENSATION

Performance Results and Compensation Decisions

u

2017 Short-Term Incentive Plan

The Company portionGM is a member of the 2017 STIP award was calculated basedDow Jones Automobiles & Parts Titans 30 Index. Our performance is determined on the Company’s achievement of the followinga continuous ranking for performance measures: EBIT-adjusted and Adjusted AFCF. In addition, each NEO has an individual performance portion of their STIP that measures performance againstpre-established goals. Company performance including the individual results achieved the following results, as approved by the Compensation Committee. The results for EBIT-adjusted repeated GM’s 2016 record performance:

 

  STIP Measure

 

  

 

Weight

 

     

 

Threshold

 

     

 

Target

 

     

 

Maximum

 

     

 

Performance

Results

 

     

 

Performance

Payout

 

 

 

EBIT-adjusted ($B)

 

  

 

 

 

 

50%

 

 

 

 

    

 

 

 

 

$    6.8

 

 

 

 

    

 

 

 

 

$    12.7

 

 

 

 

    

 

 

 

 

$    14.0

 

 

 

 

    

 

 

 

 

$            12.8

 

 

 

 

    

 

 

 

 

54

 

 

% 

 

 

Adjusted AFCF ($B) (1)

 

  

 

 

 

 

25%

 

 

 

 

    

 

 

 

 

$    0.0

 

 

 

 

    

 

 

 

 

$      6.3

 

 

 

 

    

 

 

 

 

$      7.3

 

 

 

 

    

 

 

 

 

$              5.6

 

 

 

 

    

 

 

 

 

24

 

 

% 

 

 

Individual Performance

 

  

 

 

 

 

25%

 

 

 

 

    

 

 

 

 

0 pts.

 

 

 

 

    

 

 

 

 

25 pts.

 

 

 

 

    

 

 

 

 

50 pts.

 

 

 

 

    

 

 

 

 

25 – 40 pts.

 

 

 

 

    

 

 

 

 

25%–40

 

 

% 

 

 

Result

                                     

 

 

 

103%–118

 

% 

(1)

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

u

2015–2017 Long-Term Incentive Plan

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

 

  LTIP Measure

 

  

 

Weight

 

     

 

Threshold

 

     

 

Target

 

     

 

Maximum

 

     

 

Performance

Results

 

  

 

Performance

Payout

 

 

 

ROIC-adjusted

 

  

 

 

 

 

100%

 

 

 

 

    

 

 

 

 

16.0%

 

 

 

 

    

 

 

 

 

20.0%

 

 

 

 

    

 

 

 

 

24.0%

 

 

 

 

    

 

 

 

 

28.1

 

 

%(1) 

 

 

 

 

 

 

200

 

 

% 

 

 

Result

                                  

 

 

 

200

 

%(2) 

(1)

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

(2)

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

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

u

One-time 2015–2020 DSV Option Grant

The DSV option grant was aone-time grant made on July 28, 2015 to senior leaders to securenon-compete andnon-solicitation terms and to drive an increased focus on stock price appreciation. The DSV grant featured 40% time-based vesting and 60% performance-based vesting. The performance-based portion vests upon meeting or exceeding the median TSR relative to the OEM peer group in placefollowing the completion of the performance period.

(2)

Fiat Chrysler Automobiles NV and Peugeot SA merged on January 15, 2021.

46

LOGO

u

Peer Group for Compensation Comparisons

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

The Compensation Committee considered the following factors when selecting the peer group used to inform 2020 target compensation levels for our NEOs:

LOGO

(1)

United Technologies merged with Raytheon on April 3, 2020, forming Raytheon Technologies. United Technologies’ compensation data prior to the merger was used for 2020 compensation peer group comparisons.

LOGO

u

How We Use Comparator Data to Assess Compensation

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

LOGO47

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

u

How We Plan Compensation

LOGO

u

Performance-Based Compensation Structure

Our incentive plans are designed to optimize long-term financial returns for our shareholders and reward our NEOs for delivering on the Company’s vision and strategy of zero crashes, zero emissions, and zero congestion. The performance-based structure for 2020 incorporated short-term and long-term incentives tied to financial and operational measures to drive Company performance for fiscal year 2020 and beyond. The Compensation Committee believes a majority of the compensation opportunity should be in the form of equity to align the interests of executives with those of shareholders.

LOGOLOGO

48

LOGO

Compensation Principles

The compensation provided to our senior leaders is guided by pay-for-performance and the following principles:

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

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

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

Avoid Excessive Risk Taking – Compensation structure should avoid incentivizing unnecessary and excessive risk taking.

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

Compensation Elements

u

Compensation Structure

The 2020 compensation structure is market competitive with each pay element targeted at or near the market median and includes the following pay elements:

LOGO

(1)

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

u

Perquisites and Other Compensation

We provide perquisites and other compensation to our NEOs consistent with market practices. The following perquisites and other compensation were provided in 2020.

Personal Air Travel – Ms. Barra is prohibited by Company policy from commercial air travel for business and personal use due to security reasons identified by an independent third-party security consultant. As

LOGO49

a result, the Company pays the costs associated with the use of aircraft for both business and personal use. Other NEOs may travel on company aircraft in certain circumstances with prior approval from the CEO or the Senior Vice President, Global Human Resources. No NEOs, other than the CEO, had personal use of aircraft in 2020. All NEOs, including our CEO, incur imputed income when aircraft is used for personal travel and do not receive any tax gross-ups. NEOs may be eligible to reimburse personal travel pursuant to time-sharing agreements that the Company may enter into from time-to-time, subject to Federal Aviation Administration regulations.

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

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

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

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

u

2020 Target Compensation

Our target total direct compensation for each NEO in 2020 was as follows:

         
                 LTIP       

Name

 

Base Salary

($)

  

STIP

(%)

  

STIP

($)

  

Target Total Cash

Compensation

($)

      

PSUs(1)

($)

  

Stock
Options

($)

      

Target Total
Direct

Compensation

($)

 

Mary T. Barra

  2,100,000   200%   4,200,000   6,300,000       11,250,000   3,750,000       21,300,000 

Paul A. Jacobson(2)

  1,000,000   125%   1,250,000   2,250,000       3,937,500   1,312,500       7,500,000 

Mark L. Reuss

  1,300,000   125%   1,625,000   2,925,000       4,275,000   1,425,000       8,625,000 

Douglas L. Parks

  850,000   125%   1,062,500   1,912,500       3,065,625   1,021,875       6,000,000 

Stephen K. Carlisle(2)

  800,000   125%   1,000,000   1,800,000       2,925,000   875,000       5,600,000 

Dhivya Suryadevara(2)

  1,150,000   125%   1,437,500   2,587,500       3,496,875   1,165,625       7,250,000 

John P. Stapleton(2)

  625,000   125%   781,300   1,406,300       712,500   237,500       2,356,300 

Barry L. Engle II(2)

  850,000   125%   1,062,500   1,912,500       3,065,625   1,021,875       6,000,000 

(1)

The number of PSUs awarded is determined by using the target PSU value divided by the closing stock price on the date of grant. 20%A portion of the DSV option grant vested based on relative TSR performance for the period July 28, 2015–December 31, 2017 and 40% of the overallPSU award remains outstanding with performance periods ending on December 31, 2018, and December 31, 2019.

 

  DSV Measure

 

  

 

Performance Period

 

     

 

Vesting Date

 

     

 

Weight

 

   

 

Target TSR

 

     

 

Result

 

     

 

Vesting

 

 

 

Relative TSR

  

 

 

 

July 28, 2015–December 31, 2017

 

 

    

 

 

 

February 15, 2018

 

 

    

 

 

 

20

 

% 

  

 

 

 

50th Percentile

 

 

    

 

 

 

87th Percentile

 

 

    

 

 

 

100

 

% 

LOGO

47

EXECUTIVE COMPENSATION

u

Compensation Decisions for Mary T. Barra

    Mary T. Barra, Chairman and Chief Executive Officer

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

Core

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

u Increased EPS-diluted-adjusted to record $6.62

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

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

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

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

u More than 150 facilities are operating landfill free

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

Transformation

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

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

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

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

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

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

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

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

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

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

Pay Element

Majority of Pay Is At-Risk

Awarded Value

Base Salary

Only Fixed Pay Element

$  2,100,000

STIP

Performance to Metrics

$  4,956,000

PSUs(1)

Performance to Metrics and Stock Price

$10,737,570

Stock Options(2)

Performance to Stock Price

$  3,250,003

TOTAL

$21,043,573

(1)

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

(2)

Stock Options are subject to time-based vesting.

LOGO

LOGO

Awarded value reflects the amount includedvalued in the Summary Compensation Table excluding changeusing a Monte Carlo analysis resulting in pension valueamounts that may be higher or lower than target.

(2)

Table reflects full-year target total direct compensation. NEOs indicated were only in their roles for a partial year.

50

LOGO

Performance Measures

u

How We Set Performance Targets

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

u

2020 STIP Performance Measures

STIP performance measures are linked to the Company’s annual financial goals and strategic goals that drive our long-term strategy. The Compensation Committee annually reviews and approves STIP performance measures that align with shareholders’ interests. 2020 STIP targets were set at the beginning of the performance period based on the business plan and prior to the start of the global pandemic.

Each year, the Compensation Committee approves strategic goals that align to delivering on our long-term Company strategy and objectives. Following the performance period, the Committee uses a scorecard to assess individual performance results to strategic goals and makes final compensation decisions as discussed beginning on page 57 of this Proxy Statement.

STIP awards, if any, are determined based on final Company performance and the Compensation Committee’s assessment of performance to strategic goals for each NEO. The table below describes each STIP performance measure — its weighting, its target, and the leadership behavior each measure drives. The targets for EBIT-adjusted and Adjusted AFCF aligned to the guidance provided in the Form 10-K for the year ended December 31, 2019, and were set above prior year results and prior to the start of the global pandemic.

    

  STIP Performance

  Measure

  Weight   Target   Leadership Behaviors

EBIT-adjusted ($B)(1)

   50%    $12.9   Focus on operating profit and driving strong profitability

Adjusted AFCF ($B)(2)

   25%    $7.1   Focus on driving strong cash flow to invest in the business

Strategic Goals

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

(1)

Measure adjusted for incentive purposes and all other compensation. Realized compensation includes base salary, earned STIP,excludes the impact of Cruise. For a description of how EBIT-adjusted is calculated, see Appendix A of this Proxy Statement.

(2)

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

LOGO51

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

LOGO

u

2020–2022 LTIP Performance Measures

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

PSUs are based on Relative ROIC-adjusted and Relative TSR performance against our OEM peer group shown on page 46 of this Proxy Statement. Beginning in 2020, PSUs are equally weighted for Relative ROIC-adjusted and Relative TSR, and both measures are subject to performance caps. The PSU performance measures promote the efficient use of capital for long-term growth in shareholder value with an increased focus on stock price appreciation. The table below describes each PSU performance measure — its weighting, the leadership behavior each measure drives, and its payout.

  Performance

  Measure

WeightLeadership BehaviorsLOGO

Relative

ROIC-adjusted

50%Focus on making sound investments that follow the disciplined capital approach of driving 20% or higher returns in world-class vehicles and stock vested duringleading technology

Relative TSR

50%Focus on delivering shareholder returns that outperform our OEM peer group

(1)

Relative ROIC-adjusted is capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC, and Relative TSR is capped at target if GM’s TSR is negative over the year. 2017 realized compensation increasedperformance period.

52

LOGO

The 2020–2022 PSUs vest and are awarded and delivered following the completion of the three-year performance period beginning January 1, 2020, and may be earned at a level between 0% and 200% of target based on actual Company results relative to the OEM peer group. Final PSU awards are calculated as follows:

LOGO

u

Summary of Outstanding Performance Awards

Each PSU award features a three-year performance period resulting in overlapping awards that, in aggregate, cover a five-year period. The potential payout for each PSU award ranges from 0% to 200%. The table below illustrates the performance period for the three outstanding PSU awards as of the filing date of this Proxy Statement and the corresponding performance measures and weights.

LOGO

(1)

The performance of each PSU award will be measured and determined at the prior year reflecting 1) the vestingend of the PSU award granted to Ms. Barra in 2014,performance period.

(2)

Relative ROIC-adjusted is capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC, and Relative TSR is capped at target if GM’s TSR is negative over the year she was promoted to her current role;performance period.

LOGO53

Performance Results and Compensation Decisions

u

2020 STIP Results

In 2020, the Company not only responded to the challenges presented by the global pandemic, which included work stoppages and global restrictions on consumers that impacted sales, but also positioned itself to emerge from the crisis in a stronger position by accelerating our long-term strategy of an all-electric future in the areas of EV and AV technologies.

During 2020, the Compensation Committee regularly reviewed and assessed Company performance. Following the completion of the performance year, the Committee completed a comprehensive assessment of total business results, including:

Initial Response to COVID-19 — How the Company responded to the immediate uncertainty of COVID-19 and its swift, societal response of re-focusing efforts to manufacture ventilators, masks, and other personal protective equipment, which were in short supply and desperately needed.

Adaptation During COVID-19 — How the Company adapted to meet the continued uncertainty and challenges faced during COVID-19 and developed plans to safely reopen manufacturing sites.

Operating in a COVID-19 Environment — How the Company conserved cash and still delivered strong 2020 financial results and other key business highlights as detailed in the “Our Company Performance” section on page 42 of this Proxy Statement, along with the collective achievement of strategic goals.

STIP Results to Pre-Established Targets — How the Company performed relative to the targets set at the beginning of the plan year prior to the start of the pandemic.

Delivering on Our EV and AV Strategy — How the Company continued to invest and accelerate plans for an all-electric future.

Despite the impact of the global pandemic, which disrupted operations and resulted in multiple plant closures and unprecedented global supply chain challenges, the Company delivered strong performance, reflected in EBIT-adjusted and Adjusted AFCF results. These performance measures and goals (threshold, target, and maximum), comprising the Company portion of the 2020 STIP, were set at the beginning of the performance period prior to the onset of the COVID-19 pandemic and were not adjusted during the year. In addition to Company financial measures, a portion of each NEO’s STIP evaluates his or her performance against pre-established strategic goals.

Given Company performance, actions taken, and results achieved during an unprecedented year, using informed judgement the Compensation Committee approved the final STIP performance displayed below.

      
  STIP Measure  Weight     Threshold     Target     Maximum     

Performance

Results

 

EBIT-adjusted ($B)(1)

   50%      $7.0      $12.9      $14.8      $10.6 

Adjusted AFCF ($B)(2)

   25%      $0.0      $7.1      $8.1      $2.7 

Strategic Goals(3)

   25%      0 pts.      25 pts.      50 pts.      25-35 pts. 

Performance Payout

               73%—83% of Target 

Performance Payout with 2020 Review

 

                   85%—95% of Target 

(1)

Measure adjusted for incentive purposes and 2) an increase in stock price atexcludes the timeimpact of vesting versus the prior year.Cruise. For a description of how EBIT-adjusted is calculated, see Appendix A of this Proxy Statement.

48

 

LOGO
54

LOGO

(2)

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

(3)

Performance results to strategic goals are discussed beginning on page 57 of this Proxy Statement.

u

2018–2020 LTIP Results

The 2018–2020 PSUs vested on February 13, 2021, based on Company performance for the three-year performance period beginning January 1, 2018, against pre-established performance targets for Relative ROIC-adjusted and Relative TSR. Final LTIP performance approved by the Compensation Committee is displayed below.

 

u
 

Compensation Decisions for Charles K. Stevens, III

 

Percentile
  Charles K. Stevens, III,LTIP MeasureWeightThresholdTargetMaximumPerformance
Results

Relative ROIC-adjusted

67%35th60th100th100th Percentile

Relative TSR

33%25th50th75th65th Percentile

Performance Payout

187% of Target

The Company continues to focus on ROIC and delivering best results among the OEMs, while driving TSR performance with a focus on the long-term interest of our shareholders. We continue to prioritize and focus on investing in new and existing businesses, including opportunities in EV, AV, and connected services to achieve strong, profitable growth with solid return on investment.

u

Response to COVID-19

The Company responded quickly to the challenges initially presented during the COVID-19 pandemic. In anticipation of possible, although unknown, ramifications of the global pandemic, the Company immediately put in place austerity measures to preserve cash and maintain our strong balance sheet in preparation for a prolonged economic downturn. The Company took the pay actions described below, suspended the dividend, drew on our revolving credit facilities, and required many employees to work from home in order to direct our critical resources to manufacturing facilities. The Company also entered into new areas of manufacturing, including partnering with Ventec Life Systems to produce life-saving ventilators in the early months of the pandemic, and manufactured masks and other personal protection equipment for global distribution to fight the spread of COVID-19.

Specific pay actions taken related to COVID-19 included the following:

20% Salary Deferral — All global salaried employees, where legally allowed, had 20% of their salary deferred. This was intended as a temporary deferral and due to the successful actions on the part of the Company, all employees received full reimbursement of their deferred pay with interest in October 2020.

Additional 10% Salary Reduction — Senior leaders took an additional 10% salary reduction, receiving an equivalent RSU grant (the “Salary Reduction RSUs”) on May 7, 2020. The Salary Reduction RSUs were intended to replace their cash salary for a period of six months and vested and settled on April 1, 2021, prorated for service.

Downtime Pay — For employees who were unable to complete their work remotely while our facilities were closed, we provided 75% of normal pay.

LOGO55

As the Company continued to respond to COVID-19, we were able to safely open our manufacturing facilities and return to full production using robust safety protocols. This positioned the Company to end the salary deferral earlier than anticipated and to repay all amounts drawn on our revolving credit facilities by the end of the year. As disclosed in the 2020 Form 10-K, the Company remains committed to the three objectives of our capital allocation program:

  1.  

 

 Grow the business at an average ROIC-adjusted rate of 20% or greater 

  2.  

 

 Maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18 billion 

  3.  

 

 After the first two objectives are met, return available cash to shareholders

In making the decisions above, the Compensation Committee and Board of Directors carefully considered possible effects of unforeseen challenges and uncertainties posed by the COVID-19 pandemic and assessed these in consideration of our compensation principles and the need to retain and motivate talent.

u

Other Actions Taken During 2020

The Company made the following equity grants during 2020 to support leadership changes as discussed on page 43 of this Proxy Statement while navigating challenges presented by COVID-19 and continuing to invest in future technologies to position GM as an industry leader.

Paul A. Jacobson — Mr. Jacobson received a one-time RSU grant on December 1, 2020, worth $2.5 million to replace certain awards forfeited at his previous employer. Fifty percent of his RSUs will vest on December 1, 2022, and the balance will vest on December 1, 2023, which aligns with the vesting schedule of awards forfeited at his previous employer.

Douglas L. Parks — Mr. Parks received an additional LTIP grant of $1.33 million consisting of 75% PSUs and 25% Stock Options on October 1, 2020, following a competitive market review of his position and the importance of his contributions to our zero emissions future. As head of global product development, Mr. Parks is key to supporting GM’s plans to offer 30 EVs globally by mid-decade. The PSU and Stock Option grants follow the terms and performance requirements of the 2020–2022 LTIP as described on page 52 of this Proxy Statement.

Stephen K. Carlisle — Mr. Carlisle received an additional LTIP grant of $1.97 million consisting of 75% PSUs and 25% Stock Options on October 1, 2020, and a PSU grant of $0.3 million on December 1, 2020, in connection with his promotion to Executive Vice President and President, North America, establishing one leader for GM’s sales, service, and marketing across our full portfolio of automotive and connected services brands in North America; including Chevrolet, Buick, GMC, Cadillac, OnStar, ACDelco, and GM Genuine Parts. The PSU and Stock Option grants follow the terms and performance requirements of the 2020–2022 LTIP as described on page 52 of this Proxy Statement.

John P. Stapleton — Mr. Stapleton received a one-time PSU grant of $1.0 million on October 1, 2020, to lead the finance organization as Acting Chief Financial Officer as the Company searched for a new Chief Financial Officer. The PSU grant follows the terms and performance requirements of the 2020–2022 LTIP as described on page 52 of this Proxy Statement.

56

LOGO

u

Compensation Decisions for Mary T. Barra

     Chairman and Chief Executive Officer

2020 performance highlights to strategic goals include the following:

Culture & People

•  Exemplified a safety-first culture through our response to COVID-19 by mass producing ventilators, masks, and other personal protective equipment to support global relief effortsLOGO

•  Formed the Inclusion Advisory Board to guide our work to improve diversity and inclusion by creating action plans and guiding principles of our words, our deeds, and our cultureLOGO

•  Added “Be Inclusive” to our GM Behaviors to reflect a culture that values all backgrounds, opinions, and ideasLOGO

•  Named one of the 2021 World’s Most Ethical Companies by Ethisphere for the second year in a row LOGO

•  Joined the Business Roundtable Multiple Pathways Initiative to hire employees based on the value of skills, rather than just degrees, to improve equity and diversity in the workplaceLOGO

Transformation

•  Accelerated EV and AV initiatives by increasing investment to more than $27 billion through 2025 and announcing plans to launch 30 EVs globally by 2025LOGO

•  Launched new business, BrightDrop, which will offer an integrated ecosystem of first-to-last-mile electric productsLOGO

•  Committed to carbon neutrality in global products and operations by 2040, aspiring to eliminate tailpipe emissions from new light-duty vehicles by 2035LOGO

•  Earned 2020 ENERGY STAR Partner of the Year Sustained Excellence Award for the ninth year for continued leadership and superior contributions to reducing energy intensityLOGO

•  Received the Environmental Protection Agency’s 2020 Green Power Leadership Award in Excellence in Green Power Use for our commitment to procuring renewable energy, demonstrating progress towards our 100% renewable energy commitmentLOGO

•  Announced by 2023, 38 models will have the Vehicle Intelligence Platform allowing for over-the-air updates

Core Operations

•  Posted our largest year-over-year market share gain since 1990, driven by full-size trucks and SUVs and new crossover entries

•  Generated $122.5 billion in revenue, $6.4 billion in net income, $9.7 billion in EBIT-adjusted, 14.9% return on equity, 15.0% ROIC-adjusted, EPS-diluted of $4.33, and EPS-diluted-adjusted of $4.90 in the challenging environment of a global pandemic

•  GM Financial generated revenue of $13.8 billion and record EBT-adjusted of $2.7 billion

•  Sold more than 1 million crossovers for the third year in a row in the U.S.

•  Safely restarted vehicle production as a result of strong teamwork, comprehensive safety procedures, and support from our supplier partnersLOGO

The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant:

Base Salary – Held base salary at $2,100,000.

Short-Term Incentive – Awarded 30 points based on results to strategic goals, highlighted above, for the 2020 STIP performance year.

Long-Term Incentive – In February 2020, awarded an annual LTIP grant of $15.0 million, consisting of 75% PSUs and 25% Stock Options.

Salary Reduction RSUs – Received $105,020 of RSUs.

Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

Pay ElementMajority of Pay Is At-RiskAwarded Value

Base Salary

Only Fixed Pay Element$1,995,000

STIP

Performance to Metrics$3,780,000

PSUs(1)

Performance to Metrics and Stock Price$12,988,702

Stock Options

Performance to Stock Price$3,750,002

RSUs

Performance to Stock Price$105,020

TOTAL

$22,618,724

(1)

Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards.

LOGO

LOGO

Awarded Value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation.

LOGO Represents ESG Results

LOGO57

u

Compensation Decisions for Paul A. Jacobson

   Executive Vice President and Chief Financial Officer

Mr. Jacobson was named Executive Vice President and Chief Financial Officer effective December 1, 2020. He is helping the Company accelerate mission-critical growth initiatives, like EV and AV investments, and leading the strategy that invests in new and existing businesses to drive strong, profitable growth with solid return on investment. By leveraging the strength of our core business, Mr. Jacobson is helping fund a new chapter at GM that is electric, connected, sustainable, inclusive, and focused on growth.

 

By the end of 2020, the Company had repaid the remaining balance on our corporate revolving credit draw and fulfilled the strategic decisions made in 2018 to accelerate the business transformation by strengthening the core business, capitalizing on the future of mobility, and driving cost efficiencies, realizing $4.5 billion in cost savings, inclusive of $200 million of savings related to the wind-down of Holden and sale of our Thailand business.

The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:

Base Salary – Effective December 1, 2020, upon Mr. Jacobson’s hiring, set base salary at $1,000,000.

Short-Term Incentive – Awarded 25 points. Final 2020 STIP award reflects a prorated amount based on the number of months Mr. Jacobson was with the Company during 2020.

Long-Term Incentive – In December 2020, awarded an annual LTIP grant of $2.1 million, consisting of 75% PSUs and 25% Stock Options. And, in December 2020, awarded a one-time RSU grant of $2.5 million to replace shares forfeited at his previous employer.

Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

 
  Pay ElementMajority of Pay Is At-RiskAwarded Value

Base Salary

Only Fixed Pay Element

 

$83,333

 2017

STIP

Performance to Metrics

$88,600

PSUs(1)

Performance to Metrics and Stock Price

$1,975,103

Stock Options

Performance to Stock Price

$525,001

RSUs

Performance to Stock Price

$2,500,025

TOTAL

$5,172,062

(1)

Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards.

LOGO

LOGO

Awarded Value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation.

58

LOGO

u

Compensation Decisions for Mark L. Reuss

   President

2020 performance highlights to strategic goals include the following:

Culture & People

•   Exemplified a safety-first culture through our response to COVID-19 by mass producing ventilators, masks, and other personal protective equipment to support global relief efforts LOGO

•   Joined as one of 37 founding members of OneTen with the goal of upskilling, hiring, and advancing 1 million Black Americans over the next 10 years into family-sustaining jobs with opportunities for Mr. Stevens include:advancementLOGO

•   Designated $10 million to support organizations that promote inclusion and racial justice to help root out racism, bigotry, and discriminationLOGO

Transformation

•   Kept GM’s progress towards an all-electric future on track and accelerated EV programs, including the GMC HUMMER EV and Cadillac LYRIQLOGO

•   Announced $2.2 billion investment at Detroit-Hamtramck Assembly, now known as Factory ZERO, to become GM’s first manufacturing facility to be fully dedicated to building EVsLOGO

•   Announced $2 billion investment at Spring Hill Assembly to transition the facility to become GM’s third vehicle manufacturing site to produce EVsLOGO

•   Announced Ultifi, a reimagined, personalized EV customer experience with a single platform that simplifies discovery, education, and management of GM products and servicesLOGO

Core Operations

•   Launched all-new lineup of highly profitable full-size SUVs

•   Introduced new brand campaign, Everybody In, our call to action to get everyone in an EV LOGO

•   Achieved 42% of GMC’s retail sales in the highly profitable Denali and AT4 trims

•   Established Chevrolet as the fastest-growing full-line brand in the industry

•   Earned Chevrolet’s 32nd NASCAR Cup Series Drivers Championship, more than any other manufacturer, with the 2020 NASCAR Cup Series championship win by Chevrolet driver, Chase Elliott

 

u

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

The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:

Base Salary – Effective January 1, 2020, increased base salary from $1,200,000 to $1,300,000.

Short-Term Incentive – Awarded 30 points based on results to strategic goals, highlighted above, for the 2020 STIP performance year.

Long-Term Incentive – In February 2020, awarded an annual LTIP grant of $5.95 million, consisting of 75% PSUs and 25% Stock Options. The LTIP award includes an additional $0.25 million above target in recognition of 2019 performance.

Salary Reduction RSUs – Received $65,009 of RSUs.

Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

  Pay Element

Majority of Pay Is At-Risk

Awarded Value

 

Base Salary

Only Fixed Pay Element

$1,235,000

STIP

Performance to Metrics

$1,462,500

PSUs(1)

Performance to Metrics and Stock Price

$5,152,198

Stock Options

Performance to Stock Price

$1,487,501

RSUs

Performance to Stock Price

$65,009

TOTAL

$9,402,208

u

IncreasedEPS-diluted-adjusted

(1)

Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards.

LOGO

LOGO

Awarded Value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation.

LOGO Represents ESG Results

LOGO59

u

Compensation Decisions for Douglas L. Parks

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

2020 performance highlights to strategic goals include the following:

Culture & People

•   Exemplified a safety-first culture through our response to COVID-19 by mass producing ventilators, masks, and other personal protective equipment to support global relief efforts LOGO

•   Responded quickly to shift production to build critical-care ventilators, working with Ventec Life Systems and hundreds of GM suppliersLOGO

•   Committed to hire 3,000 new employees across engineering, design, and IT to help transform the future of product development and software as a serviceLOGO

Transformation

•   Led the development of the GMC HUMMER EV Edition 1, a first-of-its-kind electric supertruck with off-road capability powered by Ultium Drive with up to 1,000 horsepower and 11,500 lb-ft of torqueLOGO

•   Agreed to jointly develop two all-new EVs for Honda based on Ultium batteries LOGO

•   Began joint venture with LG Energy Solution, bringing EVs closer in cost to conventional vehiclesLOGO

•   Led development in next-generation Ultium battery chemistry, which is expected to enable twice the energy density of batteries in use today and reduce cost by 60%LOGO

•   Announced plans to supply Hydrotec fuel cell power cubes to Navistar for use in its production model fuel cell EVLOGO

Core Operations

•   Introduced new safety brand, Periscope, that will advance us towards a world of zero crashes by integrating vehicle technology, research, and advocacyLOGO

•   Launched enhanced Super Cruise driver assistance availability on new Vehicle Intelligence Platform with the Cadillac Escalade and announced Super Cruise availability on 22 different models by 2023

•   Broke ground on new Ultium Cells LLC plant, a nearly 3 million-square-foot plant in Lordstown, Ohio, that will produce millions of battery cells every year LOGO

The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:

Base Salary – Effective August 1, 2020, increased base salary from $775,000 to $850,000.

Short-Term Incentive – Awarded 32 points based on results to strategic goals, highlighted above, for the 2020 STIP performance year.

Long-Term Incentive – In February 2020, awarded an annual LTIP grant of $2.76 million. In October 2020, awarded an additional LTIP grant of $1.33 million. Both grants consisted of 75% PSUs and 25% Stock Options.

Salary Reduction RSUs – Received $38,754 of RSUs.

Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

  Pay Element

Majority of Pay Is At-Risk

Awarded Value to record $6.62

 

Base Salary

Only Fixed Pay Element

$767,500

STIP

Performance to Metrics

$977,500

PSUs(1)

Performance to Metrics and Stock Price

$3,504,928

Stock Options

Performance to Stock Price

$1,021,888

RSUs

Performance to Stock Price

$38,754

TOTAL

$6,310,570

u

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

(1)

Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards.

LOGO

LOGO

Awarded Value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation.

LOGO Represents ESG Results

60

LOGO

u

Compensation Decisions for Stephen K. Carlisle

Executive Vice President and President, North America

2020 performance highlights to strategic goals include the following:

Culture & People

•   Exemplified a safety-first culture through our response to COVID-19 by mass producing ventilators, masks, and other personal protective equipment to support global relief efforts LOGO

•   Serves as executive champion of GM PLUS, an Employee Resource Group committed to fostering visibility, empowerment, education, advocacy, recruitment, and retention for LGBTQ and allied employeesLOGO

Transformation

•   Accelerated plans for LYRIQ, Cadillac’s first all-electric vehicle, and revealed the GMC HUMMER EVLOGO

•   Expanded our customer care initiative through the CLEAN program, a CDC/EPA-approved program with guidelines for safely reopening dealershipsLOGO

•   Completed power purchase agreement for a 180-megawatt solar project to supply three GM sites with sustainable solar power energyLOGO

Core Operations

•   Achieved year-over-year retail, fleet, and total U.S. market share growth

•   Achieved record U.S. retail average transaction price of $39,356

•   Achieved highest-ever U.S. retail average transaction price for full-size trucks of $47,559, driven by the Chevrolet Silverado and best full-year retail and total sales ever of the GMC Sierra, with industry-record average transaction prices for LD and HD models

•   Achieved the highest year-over-year share growth in the industry in Canada

•   Announced plans to expand full-size pickup truck production to Oshawa Assembly in early 2022 as part of ratified labor agreement with Unifor

•   Launched all-new line-up of full-size SUVs, including the Cadillac Escalade, 40% of which transacted above $100,000

The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:

Base Salary – Effective July 15, 2020, upon Mr. Carlisle’s promotion, increased base salary from $700,000 to $800,000.

Short-Term Incentive – Awarded 32 points based on results to strategic goals, highlighted above, for the 2020 STIP performance year.

Long-Term Incentive – In February 2020, awarded an annual LTIP grant of $1.53 million, consisting of 75% PSUs and 25% Stock Options. Upon Mr. Carlisle’s promotion, awarded LTIP grants in October 2020 of $1.97 million, consisting of 75% PSUs and 25% Stock Options, and in December 2020 of $0.3 million consisting of 100% PSUs.

Salary Reduction RSUs – Received $35,007 of RSUs.

Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

  Pay ElementMajority of Pay Is At-RiskAwarded Value

Base Salary

Only Fixed Pay Element

$711,136

STIP

Performance to Metrics

$920,000

PSUs(1)

Performance to Metrics and Stock Price

$3,355,766

Stock Options

Performance to Stock Price

$875,009

RSUs

Performance to Stock Price

$35,007

TOTAL

$5,896,918

(1)

Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards.

LOGO

LOGO

Awarded Value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation.

LOGO Represents ESG Results

LOGO61 

u

Compensation Decisions for Dhivya Suryadevara

   Former Executive Vice President and Chief Financial Officer

 u 

Achieved ROIC-adjusted of 28.2%

 

Ms. Suryadevara resigned as Executive Vice President and Chief Financial Officer, effective September 1, 2020.

The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:

Base Salary – Effective January 1, 2020, increased base salary from $1,000,000 to $1,150,000.

Short-Term Incentive – Ms. Suryadevara did not receive a payout for the 2020 STIP performance year.

Long-Term Incentive – In February 2020, awarded an annual LTIP grant of $4.89 million, consisting of 75% PSUs and 25% Stock Options. The LTIP award includes an additional $0.23 million above target in recognition of 2019 performance. Ms. Suryadevara forfeited all PSUs and Stock Options upon her termination.

Salary Reduction RSUs – Received $57,514 of RSUs. Ms. Suryadevara forfeited a portion of the RSUs upon her termination.

Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

 u 

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

 
u

Continued to make investments in future technology and innovation

  Pay ElementMajority of Pay Is At-RiskAwarded Value 

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

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

Pay Element

Majority of Pay IsAt-Risk

Awarded Value

Base Salary

Only Fixed Pay Element

$1,100,000

STIP

Performance to Metrics

$1,622,500

PSUs(1)

Performance to Metrics and Stock Price

$3,076,744

Stock Options(2)

Performance to Stock Price

$   931,251

TOTAL

$6,730,495

Base Salary

(1)

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

Only Fixed Pay Element$718,750 

STIP

(2)

Stock Options are subject to time-based vesting.

Performance to Metrics$—

PSUs(1)

Performance to Metrics and Stock Price$4,232,180

Stock Options

Performance to Stock Price$1,221,878

RSUs

Performance to Stock Price$57,514

TOTAL

$6,230,322 

 

(1)

LOGO

LOGO

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

LOGO

49

EXECUTIVE COMPENSATION

u

Compensation Decisions for Daniel Ammann

    Daniel Ammann, President

    2017 performance highlights for Mr. Ammann include:

u

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

u

Successfully completed various restructuring activities in GM International

u

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

u

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

u

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

u

Continued reshaping and reprioritization of overall GM business and product portfolio

u

Drove ongoing continuous performance improvement through extensive focus on Operational Excellence

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

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

 

LOGO

LOGO

Awarded Value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation.

 

Pay Element
62

LOGO

u

Compensation Decisions for John P. Stapleton

Vice President and Chief Financial Officer, North America, and Former Acting Chief Financial Officer

 

Majority of Pay IsAt-Risk

Mr. Stapleton served as Acting Chief Financial Officer from August 15, 2020, through November 30, 2020.

 

 

Awarded Value

Base Salary

Only Fixed Pay Element

$1,450,000

   

The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:

Base Salary – Effective August 15, 2020, upon Mr. Stapleton’s appointment to Acting Chief Financial Officer, increased base salary to $625,000.

Short-Term Incentive – Awarded 35 points for the 2020 STIP performance year for his integral role in the position of Acting Chief Financial Officer and transitioning the duties of Executive Vice President and Chief Financial Officer from Ms. Suryadevara to Mr. Jacobson.

Long-Term Incentive – In February 2020, awarded an annual LTIP grant of $0.9 million, consisting of 75% PSUs and 25% Stock Options. In October 2020, awarded a one-time PSU grant of $1.0 million to lead the finance organization as the Company searched for a new Chief Financial Officer.

Salary Reduction RSUs – Received $28,163 of RSUs.

Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

STIP

Performance to Metrics

$2,138,800

PSUs(1)

Performance to Metrics and Stock Price

$4,078,222

Stock Options(2)

Performance to Stock Price

$1,234,378

TOTAL

  

$8,901,400

(1)

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

 
  Pay ElementMajority of Pay Is At-RiskAwarded Value

Base Salary

(2)

Stock Options are subject to time-based vesting.

Only Fixed Pay Element$556,320

STIP

Performance to Metrics$742,200

PSUs(1)

Performance to Metrics and Stock Price$1,899,343

Stock Options

Performance to Stock Price$225,001

RSUs

Performance to Stock Price$28,163

TOTAL

$3,451,027 

 

(1)

Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards.

LOGO

LOGO

Awarded Value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation.

 

LOGO63

u

Compensation Decisions for Barry L. Engle II

Former Executive Vice President and President, North America

 

LOGO

On July 6, 2020, the Company determined that Mr. Engle would leave his position as Executive Vice President and President, North America, and support the transition of his duties and responsibilities to Mr. Carlisle. The Company and Mr. Engle entered into a separation agreement on September 1, 2020, as a qualified termination without cause under the terms of the Executive Severance Program. Mr. Engle is subject to the terms of a one-year non-compete agreement and other standard covenants. For additional details, see page 79 of this Proxy Statement.

   

 

LOGO

The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management:

Base Salary – Effective January 1, 2020, increased base salary from $800,000 to $850,000.

Short-Term Incentive – Mr. Engle did not receive a payout for the 2020 STIP performance year.

Long-Term Incentive – In February 2020, awarded an annual LTIP grant of $4.24 million, consisting of 75% PSUs and 25% Stock Options. The LTIP award includes an additional $0.15 million above target in recognition of 2019 performance. Mr. Engle forfeited PSUs and Stock Options in accordance with the Executive Severance Program upon his termination.

Salary Reduction RSUs – Received $42,502 of RSUs. Mr. Engle forfeited a portion of the RSUs upon his termination.

Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

 

  Pay ElementMajority of Pay Is At-RiskAwarded Value

Base Salary

Only Fixed Pay Element$531,251

STIP

Performance to Metrics$—

PSUs(1)

Performance to Metrics and Stock Price$3,669,312

Stock Options

Performance to Stock Price$1,059,378

RSUs

Performance to Stock Price$42,502

TOTAL

$5,302,443

(1)

Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards.

LOGO

LOGO

Awarded Value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation.

64

LOGO

Compensation Policies and Governance Practices

u

Stock Ownership Requirements

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

Cover all senior leaders

Set five years as the time frame to meet ownership requirements

Require senior leaders to hold vested shares to maintain ownership requirements

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

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

Count only actual share holdings and unvested RSUs

The table below shows the stock ownership requirement by level in the Company. As of December 31, 2020, all NEOs have met or are on track to meet stock ownership requirements by their respective dates.

LOGO

u

Compensation Risk Assessment

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

The annual risk review, completed on December 7, 2020, with assistance from our human resources, audit, and legal organizations, involved analyzing our current compensation programs in relation to risk. Our analysis concluded that our compensation programs include the following risk mitigation features:

Mix of Pay Elements – Base salary, STIP, PSUs, and Stock Options are included in the executive compensation program, and, for 2020, Salary Reduction RSUs.

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

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

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

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

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

LOGO65

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

In 2020, the Compensation Committee determined that our compensation programs have sufficient risk mitigation features and do not encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk. Based on the Compensation Committee’s review, the Committee determined our compensation programs to be low risk.

u

Policy on Recoupment of Incentive Compensation

The Compensation Committee approved an Amended and Restated Policy on Recoupment of Incentive Compensation on December 7, 2020 (available on our website at investor.gm.com/resources). The Committee is empowered to recoup (“clawback”) compensation paid to executive officers, and it expanded this capability to include other executives under its purview. In the event of employee misconduct that causes specified financial or reputational damage, a materially inaccurate performance calculation, or an accounting restatement, the Committee may seek to clawback paid incentive compensation. The Committee may also cancel outstanding equity-based awards granted to any covered employee if that employee engages in conduct detrimental to the Company.

Clawback Policy

Cancellation and
Clawback Due to Violation
of Non-Compete and

Non-Solicitation Terms

Cancellation of
Unvested

and Outstanding
Awards

Covered Population

Executive officers and

executives under the purview of the Committee

Approximately 275

senior leaders

All employees that

receive awards through

the STIP or LTIP

Event Applicable

Following employee misconduct that causes specified financial or reputational damage, a materially inaccurate performance calculation, or an accounting restatement, as defined by the policy

Employee violates

non-compete or

non-solicitation terms

Employee engages in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relativeconduct deemed detrimental to the prior year reflecting 1) the vesting of the PSU award grantedCompany

Awards Subject to Mr. Ammann in 2014, the year he was promoted to his current role; and 2) an increase in stock price at the time of vesting versus the prior year.Cancellation, Forfeiture, and/or Recoupment

50 

STIP, PSUs, RSUs,

and Stock Options

PSUs, RSUs, and

Stock Options

STIP, PSUs, RSUs,

and Stock Options

 

LOGO
u

Trading GM Securities

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

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

66

LOGO

u

EXECUTIVE COMPENSATIONTax Considerations

The Tax Cuts and Jobs Act enacted on December 22, 2017, modified Internal Revenue Code (“IRC”) Section 162(m) and, among other things, limits the federal tax deduction for annual individual compensation paid up to $1 million for NEOs beginning with the 2018 tax year. Previously, compensation paid in excess of $1 million could be deducted if it was performance-based. The Tax Cuts and Jobs Act includes a transition relief rule in which these changes do not apply to compensation payable pursuant to a written binding contract in effect on November 2, 2017, and is not materially modified after that date. To the extent it is applicable to our existing arrangements, the Compensation Committee may avail itself of this rule. The Committee continues to closely align executive pay with performance, regardless of the performance-based exception being removed under IRC Section 162(m).

 

u 

Compensation Decisions for Mark L. Reuss

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

    Purchasing and Supply Chain

    2017 performance highlights for Mr. Reuss include:

u

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

u

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

u

Received the IHS Automotive Loyalty Award for the third straight year

u

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

u

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

u

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

u

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

u

Launched 25 vehicles globally

u

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

u

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

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

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

Pay Element

Majority of Pay IsAt-Risk

Awarded Value

Base Salary

Only Fixed Pay Element

$1,200,000

STIP

Performance to Metrics

$1,770,000

PSUs(1)

Performance to Metrics and Stock Price

$3,345,168

Stock Options(2)

Performance to Stock Price

$1,012,504

TOTAL

$7,327,672

(1)

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

(2)

Stock Options are subject to time-based vesting.

LOGO

LOGO

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

LOGO

51

EXECUTIVE COMPENSATION

u

Compensation Decisions for Alan S. Batey

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

    2017 performance highlights for Mr. Batey include:

u

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

u

Increased GM crossover retail sales in the United States by 21% over 2016 resulting in the best year in history

u

Increased average transaction prices in the United States to $35,600, exceeding the industry by $3,800

u

Increased Denali sales in the United States where 29% of all GMC vehicles sold were Denali

u

Awarded a third straight OEM IHS Customer Loyalty award for GM U.S.

u

Delivered the best retail sales since 2008 in Canada with all four brands, Chevrolet +13.6%, Buick +15.1%, GMC +18.7%, and Cadillac +10.9%, experiencing double digit increases

u

Earned the J.D. Power CSI and SSI awards for Buick in the United States for the second consecutive year

Effective January 1, 2017, Mr. Batey’s base salary was increased from $950,000 to $1,025,000. The increase was supported by the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee awarded Mr. Batey an annual equity grant of $2.69 million, consisting of 75% PSUs and 25% Stock Options.

The Compensation Committee awarded Mr. Batey 35 points based on his results, highlighted above, for the 2017 performance year. The total compensation for Mr. Batey in 2017, including salary, STIP and LTIP awards, is displayed below.

Pay Element

Majority of Pay IsAt-Risk

Awarded Value

Base Salary

Only Fixed Pay Element

$1,025,000

STIP

Performance to Metrics

$1,447,800

PSUs(1)

Performance to Metrics and Stock Price

$2,224,928

Stock Options(2)

Performance to Stock Price

$   673,426

TOTAL

$5,371,154

(1)

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

(2)

Stock Options are subject to time-based vesting.






LOGO

LOGO

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


52

LOGO

EXECUTIVE COMPENSATION

u

Compensation Decisions for Karl-Thomas Neumann

Karl-Thomas Neumann, Former Executive Vice President & President, Europe

Dr. Neumann played a key role in leading the Opel/Vauxhall organizations through the sale to PSA while maximizing business results versus the plan and maintained the consistency of the workforce that transitioned to PSA. He continued to navigate the teams to achieve a successful closing and worked through issues with all stakeholders in a constructive manner.

Effective January 1, 2017, Dr. Neumann’s base salary was€811,864 supported by the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee awarded Dr. Neumann an annual equity grant of $2.37 million, consisting of 75% PSUs and 25% Stock Options.

Based on performance to goals for 2017, the Compensation Committee awarded Dr. Neumann 25 points for his performance assessment under the STIP. In addition, the Committee awarded Dr. Neumann aone-time transaction success incentive (“TSI”) award for his efforts in leading the Opel/Vauxhall organization through the close of the sale to PSA. The total compensation for Dr. Neumann in 2017, including salary, bonus, STIP and LTIP awards, is displayed below.

Pay Element

Majority of Pay IsAt-Risk

Awarded Value

Base Salary(1)

Only Fixed Pay Element

$   916,936

STIP(2)

Performance to Metrics

$1,276,317

PSUs(3)

Performance to Metrics and Stock Price

$1,961,676

Stock Options(4)

Performance to Stock Price

$   593,751

Other(5)

Performance to Transaction

$2,000,000

TOTAL

$6,748,680

(1)

The salary of €811,864 was paid in euros and converted to U.S. dollars, applying an average foreign exchange rate for the period from January 1, 2017 to December 31, 2017 during which compensation was earned €1 = $1.1294.

(2)

The STIP award of €1,045,200, was paid in euros and converted using the exchange rate on date of payment. €1 = $1.221122

(3)

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

(4)

Stock Options are subject to time-based vesting.

(5)

The TSI was paid based on a successful close of the Opel/Vauxhall sale to PSA. The TSI award was based in U.S. dollars and paid in euros.





LOGO

LOGO

Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation Realized compensation includes base salary, earned STIP, TSI award, and all options exercised and stock vested during the year.


LOGO

53

EXECUTIVE COMPENSATION

Compensation Policies and Governance Practices

u

Stock Ownership Requirements

The Company requires our senior leaders to own stock in the Company to more closely align the interests of senior leaders with those of our shareholders. The requirements:

cover all senior leaders;

set five years as the time frame to meet ownership requirements;

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

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

call for senior leaders to hold shares in order to meet the ongoing ownership requirements.

The table below shows the stock ownership requirement by level in the Company as well as ownership requirements for each of our NEOs.

Position

Ownership Requirement

as a Multiple of Salary

•  CEO

6x

•  President

4x

•  Executive Vice President

•  Senior Vice President

3x

•  Senior Executive

1x

As of December 31, 2017, all NEOs have met or are on track to meet stock ownership requirements by their respective dates.

u

Policy on Recoupment of Incentive Compensation

We have a corporate policy to recover incentive compensation paid to executive officers in cases where financial statements are restated because of employee fraud, negligence, or intentional misconduct. Under this clawback policy, posted on our website atgm.com/investors/corporate-governance, if the Board or an appropriate Board Committee determines any bonus, retention award, or short or long-term incentive compensation has been paid to any executive officer based on materially inaccurate misstatement of earnings, revenues, gains, or other criteria, including reputational harm, the Board or Compensation Committee will take the action it deems necessary to recover the compensation paid, remedy the misconduct, and prevent its recurrence. For this purpose, a financial statement or performance metric will be treated as materially inaccurate when an employee knowingly engaged in providing inaccurate information or knowingly failed to timely correct information relating to those financial statements or performance metrics. We will continue to review our policy to ensure it is consistent with all legal requirements and in the best interests of the Company and its shareholders.

u

Securities Trading Policy

Our securities trading policy prohibits our employees from buying or selling GM securities when in possession of material nonpublic information. Any sale or purchase of common stock by directors, executive officers, and all other senior leaders must be made duringpre-established periods after receiving preclearance by a member of the GM Legal Staff or according to preapproved Rule10b5-1 plan.

Trading in GM derivatives (i.e., puts or calls), engaging in short sales, and pledging of GM securities is also prohibited. All GM executive officers are in compliance with the policy of not pledging any shares of common stock. This policy is posted on our website atgm.com/investors/corporate-governance.

u

Tax Considerations

IRC Section 162(m) generally disallows federal tax deductions for compensation in excess of $1 million paid to the CEO and the next three of our highest-paid officers (other than the CFO) whose compensation is required to be reported in the Summary Compensation Table in this Proxy Statement (‘‘Covered Executives’’). Certain performance-based compensation is not subject to this deduction limitation as applicable for fiscal year 2017. Generally, we strive to maximize the tax deductibility of compensation arrangements. The Compensation Committee, however, may award compensation that is not fully tax deductible if it deems it appropriate as compensation designed to attract and retain talented executives in the highly competitive market for talent.

STIP awards for performance during 2017 are paid based on the achievement of performance measures approved by shareholders in 2014 as part of the 2014 STIP. Because the STIP awards for performance during 2017 are intended to be deductible as performance-based compensation under 162(m), the Compensation Committee set the maximum award for each Covered Executive at $7.5 million. Incentive amounts equal to the maximum will be funded for each Covered Executive once a threshold level of positive EBIT-adjusted has been achieved. The Compensation Committee then exercises negative discretion, as needed, to determine actual incentive awards based on other business and individual performance, as described in “Executive Compensation—Performance Results and Compensation Decisions—2017 Short-Term Incentive Plan” on page 47.

54

LOGO

EXECUTIVE COMPENSATION

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

The Tax Cuts and Jobs Act includes a transition relief rule pursuant to which the changes to IRC Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to our existing arrangements, the Compensation Committee may avail itself of this transition relief rule. However, because of uncertainties as to the application and interpretation of the transition relief rule, no assurances can be given at this time that our existing arrangements, even if in place on November 2, 2017, will meet the requirements of the transition relief rule. Moreover, to maintain flexibility in attracting and retaining talented executives, the Compensation Committee does not limit its actions with respect to executive compensation to preserve deductibility under IRC Section 162(m) if the Compensation Committee determines that doing so is in the best interests of our shareholders.

u

Compensation Committee and Consultant Independence

Our Compensation Committee is composed entirely of independent directors as determined by the Board under NYSE standards and as defined for various regulatory purposes. Farient Advisors assisted the Compensation Committee in 2017. Farient Advisors is an independent compensation consulting firm that takes direction from and is solely responsible to the Compensation Committee. The Compensation Committee is also aided in its deliberations byin-house legal counsel.

Under its charter, the Compensation Committee has the authority to hire outside consultants and advisors at the Company’s expense. The Compensation Committee retains the services of Farient Advisors for advice on issues related to the compensation of NEOs and other executivecompensation-related matters. A representative of Farient Advisors attended all Compensation Committee meetings, either in person or via telephone, consulted with and advised the Compensation Committee members on executive compensation, including the structure and amounts of various pay elements, and developed executive benchmarking data for the Compensation Committee. Farient Advisors provided no services to the Company’s management.

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

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

Fees paid as a percentage of Farient Advisors’ total revenue;

Policies and procedures of Farient Advisors designed to prevent conflicts of interest;

Any business or personal relationships between members of the Compensation Committee and Farient Advisors;Consultant Independence

Stock ownership by employees of Farient Advisors; and

Any business or personal relationships between GM and Farient Advisors.

The Compensation Committee reviewed the performance and independence of Farient Advisors and determined that Farient Advisors

Our Compensation Committee is composed entirely of independent directors as determined by the Board under NYSE guidelines and as defined for various regulatory purposes. The Compensation Committee was assisted by Frederic W. Cook & Co., Inc. (“FW Cook”) for 2020. FW Cook is an independent compensation consulting firm that takes direction from and is solely responsible to the Compensation Committee. The Compensation Committee is also aided in its deliberations by in-house legal counsel.

Under its charter, the Compensation Committee has the authority to hire outside consultants and advisors at the Company’s expense. The Compensation Committee retains the services of an independent consultant for advice on issues related to the compensation of NEOs and other executive compensation-related matters. A representative from FW Cook attended all Compensation Committee meetings, either in person or via telephone, consulted with and advised the Compensation Committee members on executive compensation, including the structure and amounts of various pay elements, and developed executive benchmarking data. FW Cook does not provide services to the Company’s management.

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

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

Fees paid as a percentage of total revenue

Policies and procedures designed to prevent conflicts of interest

Any business or personal relationships between members of the Compensation Committee and FW Cook

Stock ownership by employees of FW Cook

Any business or personal relationships between GM and FW Cook

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

 

u

Employment and Termination Agreements

The Company has no employment or pre-defined termination agreements with any of our 2020 NEOs. All NEOs participate in the General Motors LLC U.S. Executive Severance Program filed as an exhibit to the 2020 Form 10-K.

u

Compensation Risk Assessment

During 2017,

LOGO67

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis and, based on that review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission on February 10, 2021.

Compensation Committee reviewed and discussed the impact of executive compensation programs on organizational risk. The Compensation Committee discussed plans and reviewed risk mitigation features in each of the plans to evaluate, with the assistance of our audit, legal and risk management organizations, the overall impact that compensation programs have on organizational risk. The Compensation Committee determined compensation programs have sufficient risk mitigation features and do not encourage or reward employees for taking excessive or unnecessary risk. The mix of our short-term and long-term compensation programs appropriately rewards employees while balancing risk through the delayed payment of long-term awards. As a result of the compensation risk review completed on December 12, 2017, the Compensation Committee determined the overall risk of compensation programs exposing the organization to unnecessary or excessive risks is low.

 

u

Employment and Termination Agreements

Carol M. Stephenson (Chair)            

Wesley G. Bush

Joseph Jimenez

Patricia F. Russo

68

LOGO

Executive Compensation Tables

u

Summary Compensation Table

The Company has no employment or termination agreements with any of our 2017 NEOs. All NEOs participate in the same Executive Severance Program available to other executive employees.

 

          

  Name and

  Principal

  Position(1)

 Year  

Salary

($)

  

Bonus

($)

  

Stock

Awards(2)

($)

  

Option

Awards(3)

($)

  

Nonequity

Incentive Plan

Compensation(4)

($)

  

Change in

Pension

Value and

NQ Deferred

Compensation

Earnings(5)

($)

  

All Other

Compensation(6)

($)

  

Total

($)

 

Mary T. Barra

Chairman and Chief

Executive Officer

  2020   1,995,000   —   13,093,722   3,750,002   3,780,000   423,608   615,655   23,657,987 
  2019   2,100,000   —   12,141,801   3,525,000   2,730,000   302,986   831,080   21,630,867 
  2018   2,100,000   —   11,081,760   3,425,006   4,452,000   —   811,684   21,870,450 

Paul A. Jacobson

Executive Vice President

and Chief Financial Officer

  2020   83,333   —   4,475,128   525,001   88,600   —   7,610   5,179,672 

Mark L. Reuss

President

  2020   1,235,000   —   5,217,207   1,487,501   1,462,500   333,492   227,702   9,963,402 
  2019   1,200,000   —   4,133,385   1,200,000   1,050,000   250,488   348,374   8,182,247 
  2018   1,200,000   —   3,276,007   1,012,504   1,590,000   —   277,579   7,356,090 

Douglas L. Parks

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

  2020   767,500   —   3,543,682   1,021,888   977,500   260,113   163,025   6,733,708 

Stephen K. Carlisle

Executive Vice President and President, North America

  2020   711,136   —   3,390,773   875,009   920,000   232,390   160,155   6,289,463 

Dhivya Suryadevara

Former Executive Vice

President and Chief

Financial Officer

  2020   718,750   —   4,289,694   1,221,878   —   995   119,622   6,350,939 
  2019   1,000,000   —   3,659,772   1,062,503   875,000   2,890   167,392   6,767,557 
  2018   668,100   —   2,446,635   796,263   1,192,500   —   402,592   5,506,090 

John P. Stapleton

Vice President and Chief Financial Officer, North America, and Former Acting Chief Financial Officer

  2020   556,320   —   1,927,506   225,001   742,200   164,734   131,040   3,746,801 

Barry L. Engle II

Former Executive Vice

President and President, North America

  2020   531,251   —   3,711,814   1,464,369   —   —   2,458,665   8,166,099 
  2019   800,000   —   2,747,276   800,003   650,000   —   149,005   5,146,284 
                                    

 

LOGO
(1)

Titles reflect position as of December 31, 2020. Messrs. Jacobson, Parks, Carlisle, and Stapleton were not NEOs in 2018 or 2019. Mr. Engle was not an NEO in 2018.

55
LOGO69 

(2)

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewedStock Awards displays the grant date fair value of PSUs and discussedRSUs issued under the LTIP, computed in accordance with management the CD&A and,Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. PSUs will vest based on that reviewGM’s performance against Relative ROIC-adjusted and discussion, has recommended toRelative TSR. The maximum award for PSUs for the Board2020–2022 performance period is 200% of Directors thatPSUs granted. The assumptions used for the CD&A be included in this Proxy Statement and incorporated by reference inMonte Carlo valuation of the GM 2017 Annual Report on Form10-K.Relative TSR portion of the PSUs are summarized below:

Compensation Committee

Carol M. Stephenson (Chair)

Joseph Jimenez

James J. Mulva

Patricia F. Russo

56

LOGO

EXECUTIVE COMPENSATION

Executive Compensation Tables

u

Summary Compensation Table

  Name and

  Principal

  Position(1)

 

 

Year

 

  

Salary(2)

($)

 

  

Bonus(3)

($)

 

  

Stock

Awards(4)

($)

 

  

Option

Awards(5)

($)

 

  

Nonequity

Incentive Plan

Compensation(6)

($)

 

  

 

Change in

Pension

Value and

NQ Deferred

Compensation

Earnings(7)

($)

 

  

All Other

Compensation(8)

($)

 

  

Total

($)

 

 

Mary T. Barra

Chairman and Chief

Executive Officer

 

 

 

 

 

2017

 

 

 

 

  

 

2,100,000

 

 

 

  

 

—

 

 

 

  

 

10,737,570

 

 

 

  

 

3,250,003

 

 

 

  

 

4,956,000

 

 

 

  

 

52,792

 

 

 

  

 

861,683

 

 

 

  

 

21,958,048

 

 

 

 

 

 

 

 

2016

 

 

 

 

  

 

2,000,000

 

 

 

  

 

—

 

 

 

  

 

13,000,036

 

 

 

  

 

—

 

 

 

  

 

6,760,000

 

 

 

  

 

181,777

 

 

 

  

 

640,246

 

 

 

  

 

22,582,059

 

 

 

 

 

 

 

 

2015

 

 

 

 

  

 

1,750,000

 

 

 

  

 

—

 

 

 

  

 

12,000,004

 

 

 

  

 

11,167,029

 

 

 

  

 

3,062,500

��

 

 

  

 

12,012

 

 

 

  

 

597,118

 

 

 

  

 

28,588,663

 

 

 

Charles K. Stevens, III

Executive Vice

President and Chief

Financial Officer

 

 

 

 

 

2017

 

 

 

 

  

 

1,100,000

 

 

 

  

 

—

 

 

 

  

 

3,076,744

 

 

 

  

 

931,251

 

 

 

  

 

1,622,500

 

 

 

  

 

54,114

 

 

 

  

 

316,430

 

 

 

  

 

7,101,039

 

 

 

 

 

 

 

 

2016

 

 

 

 

  

 

1,100,000

 

 

 

  

 

—

 

 

 

  

 

3,450,007

 

 

 

  

 

—

 

 

 

  

 

2,673,800

 

 

 

  

 

135,146

 

 

 

  

 

244,132

 

 

 

  

 

7,603,085

 

 

 

 

 

 

 

 

2015

 

 

 

 

  

 

1,000,000

 

 

 

  

 

—

 

 

 

  

 

2,875,049

 

 

 

  

 

2,675,437

 

 

 

  

 

1,375,000

 

 

 

  

 

—

 

 

 

  

 

176,738

 

 

 

  

 

8,102,224

 

 

 

Daniel Ammann

President

 

 

 

 

 

2017

 

 

 

 

  

 

1,450,000

 

 

 

  

 

—

 

 

 

  

 

4,078,222

 

 

 

  

 

1,234,378

 

 

 

  

 

2,138,800

 

 

 

  

 

—

 

 

 

  

 

356,918

 

 

 

  

 

9,258,318

 

 

 

 

 

 

 

 

2016

 

 

 

 

  

 

1,450,000

 

 

 

  

 

—

 

 

 

  

 

4,700,032

 

 

 

  

 

—

 

 

 

  

 

3,513,100

 

 

 

  

 

—

 

 

 

  

 

560,852

 

 

 

  

 

10,223,984

 

 

 

 

 

 

 

 

2015

 

 

 

 

  

 

1,200,000

 

 

 

  

 

—

 

 

 

  

 

4,500,021

 

 

 

  

 

4,187,636

 

 

 

 

 

 

 

 

1,650,000

 

 

 

 

  

 

—

 

 

 

  

 

262,420

 

 

 

  

 

11,800,077

 

 

 

Mark L. Reuss

Executive Vice

President, Global

Product Development, Purchasing

and Supply Chain

 

 

 

 

 

2017

 

 

 

 

  

 

1,200,000

 

 

 

  

 

—

 

 

 

  

 

3,345,168

 

 

 

  

 

1,012,504

 

 

 

  

 

1,770,000

 

 

 

  

 

54,390

 

 

 

  

 

344,446

 

 

 

  

 

7,726,508

 

 

 

 

 

 

 

 

2016

 

 

 

 

  

 

1,200,000

 

 

 

  

 

—

 

 

 

  

 

3,900,018

 

 

 

  

 

—

 

 

 

  

 

2,905,000

 

 

 

  

 

134,777

 

 

 

  

 

272,866

 

 

 

  

 

8,412,661

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

  

 

 

1,100,000

 

 

 

 

 

  

 

 

—

 

 

 

 

 

  

 

 

3,825,012

 

 

 

 

 

  

 

 

3,559,495

 

 

 

 

 

  

 

 

1,515,000

 

 

 

 

 

  

 

 

—

 

 

 

 

 

  

 

 

199,629

 

 

 

 

 

  

 

 

10,199,136

 

 

 

 

 

Alan S. Batey

Executive Vice President, & President, North America

 

 

 

 

 

2017

 

 

 

 

  

 

1,025,000

 

 

 

  

 

—

 

 

 

  

 

2,224,928

 

 

 

  

 

673,426

 

 

 

  

 

1,447,800

 

 

 

  

 

316,601

 

 

 

  

 

287,373

 

 

 

  

 

5,975,128

 

 

 

 

 

 

 

 

2016

 

 

 

 

  

 

950,000

 

 

 

  

 

—

 

 

 

  

 

2,700,035

 

 

 

  

 

—

 

 

 

  

 

2,406,900

 

 

 

  

 

133,151

 

 

 

  

 

225,078

 

 

 

  

 

6,415,164

 

 

 

Karl-Thomas Neumann

Former Executive

Vice President & President, Europe

 

 

 

 

 

 

2017

 

 

 

 

  

 

916,936

 

 

 

  

 

2,000,000

 

 

 

  

 

1,961,676

 

 

 

  

 

593,751

 

 

 

  

 

1,276,317

 

 

 

  

 

126,796

 

 

 

  

 

12,563

 

 

 

  

 

6,888,039

 

 

 

(1)

Titles in the table reflect the NEOs position as of December 31, 2017. Mr. Batey first became a NEO in 2016. Dr. Neumann was not a NEO in 2015 or 2016.

(2)

Dr. Neumann’s salary, which was paid in euros, has been converted to U.S. dollars, applying an average foreign exchange rate for the period from January 1, 2017 to December 31, 2017, during which compensation was earned €1 = $1.1294.

(3)

Dr. Neumann received a Transaction Success Incentive award for his work on the successful sale of Opel/Vauxhall to PSA. The amount was based in U.S. dollars and paid in euros.

(4)

Stock Awards displays the grant date fair value of PSUs issued under the LTIP, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. PSUs will vest based on GM’s performance to both Relative ROIC-adjusted and Relative TSR. The maximum award for PSUs for the 2017–2019 performance periods is 200% of PSUs granted. The value at the time of grant was $37.24 per share for Relative ROIC-adjusted PSUs and $48.67 (131% of target) for Relative TSR PSUs based on the Monte Carlo analysis. The assumptions for the Monte Carlo analysis used implied volatility of 25.0%, risk-free interest rate of 1.56% and no dividend yield as dividends are assumed to be reinvested for the TSR calculation. The table below shows PSUs valued based on the closing price on date of grant of $37.24 per share and the maximum PSU grant value based on maximum performance.

 

Value of PSU Awards at Target and Maximum Performance

 

    
    

2017  

Target ($)  

   

2017  

Maximum  
($)  

    

Mary T. Barra

 

   

 

9,750,028  

 

 

 

   

 

19,500,056  

 

 

 

  

 

Charles K. Stevens, III

 

   

 

2,793,782  

 

 

 

   

 

5,587,564  

 

 

 

  

 

Daniel Ammann

 

   

 

3,703,146  

 

 

 

   

 

7,406,291  

 

 

 

  

 

Mark L. Reuss

 

   

 

3,037,518  

 

 

 

   

 

6,075,036  

 

 

 

  

 

Alan S. Batey

 

   

 

2,020,307  

 

 

 

   

 

4,040,614  

 

 

 

  

 

Karl-Thomas Neumann

 

   

 

1,781,264  

 

 

 

   

 

3,562,527  

 

 

 

  

 

LOGO

57

EXECUTIVE COMPENSATION

(5)

Option Awards displays the grant fair value of Stock Options issued under the LTIP, computed in accordance with FASB ASC Topic 718 using a Black-Scholes valuation. Assumptions used to calculate the grant date fair value was a dividend yield of 4.43%, expected volatility of 25.0%, a risk-free interest rate of 1.97%, and an expected option life of 5.84 years. The grant date fair value was $4.98 per option.

(6)

Each NEO was eligible for a payment under the STIP for 2017 performance based on the Company’s achievement of annual performance goals and individual performance. Individual performance decisions for each NEO are determined by the Compensation Committee, and results are discussed beginning on page 48. The amount reported for Dr. Neumann was paid in euros and converted to U.S. dollars using the exchange rate on date of payment (February 28, 2018), which was €1 = $1.221122.

(7)

These amounts represent the actuarial change in the present value of the executive’s accrued benefit for 2017 attributed to year-over-year variances in applicable discount rates, lump sum interest rates, mortality rates, and employer contributions totax-qualified andnon-tax-qualified plans as described in the section titled “Pension Benefits” on page 61. The Company does not credit interest at above-market rates to any deferred accounts, and no interest amounts are included in these totals. Mr. Ammann is not eligible for defined benefit pension plans.

(8)

Totals for amounts included as “All Other Compensation” are described in the table below.

All Other Compensation

    

M.T. Barra

($)

   

C.K. Stevens

($)

   

D. Ammann

($)

   

M.L. Reuss

($)

   

A.S.��Batey

($)

   

K.T. Neumann

($)

    

Perquisites and Other

Personal Benefits(1)

 

   

 

233,323

 

 

 

   

 

39,257

 

 

 

   

 

95,948

 

 

 

   

 

44,350

 

 

 

   

 

35,570

 

 

 

   

 

12,563

 

 

 

  

Employer Contributions

to Savings Plans(2)

 

   

 

615,600

 

 

 

   

 

270,428

 

 

 

   

 

256,524

 

 

 

   

 

294,300

 

 

 

   

 

246,913

 

 

 

   

 

—

 

 

 

  

Life and Other

Insurance Benefits(3)

 

   

 

12,760

 

 

 

   

 

6,745

 

 

 

   

 

4,446

 

 

 

   

 

5,796

 

 

 

   

 

4,890

 

 

 

   

 

—

 

 

 

  

 

TOTAL

 

   

 

861,683

 

 

 

   

 

316,430

 

 

 

   

 

356,918

 

 

 

   

 

344,446

 

 

 

   

 

287,373

 

 

 

   

 

12,563

 

 

 

  

(1)

See Perquisites and Other Personal Benefits table below for additional information.

(2)

Includes employer contributions totax-qualified andnon-tax-qualified savings and retirement plans during 2017.

(3)

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

Perquisites and Other Personal Benefits

    

M.T. Barra

($)

 

   

C.K. Stevens

($)

 

   

D. Ammann

($)

 

   

M.L. Reuss

($)

 

   

A.S. Batey

($)

 

   

K.T. Neumann

($)

 

    

Personal Travel(1)

 

   

 

168,085

 

 

 

   

 

—

 

 

 

   

 

14,690

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

  

Security(2)

 

   

 

12,597

 

 

 

   

 

—

 

 

 

   

 

37,511

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

  

Company Vehicle Programs(3)

 

   

 

37,031

 

 

 

   

 

23,647

 

 

 

   

 

33,387

 

 

 

   

 

28,990

 

 

 

   

 

25,210

 

 

 

   

 

12,563

 

 

 

  

Executive Physical(4)

 

   

 

5,250

 

 

 

   

 

5,250

 

 

 

   

 

—

 

 

 

   

 

5,000

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

  

Financial Counseling(5)

 

   

 

10,360

 

 

 

   

 

10,360

 

 

 

   

 

10,360

 

 

 

   

 

10,360

 

 

 

   

 

10,360

 

 

 

   

 

—

 

 

 

  

Other(6)

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

  

TOTAL

 

   

 

233,323

 

 

 

   

 

39,257

 

 

 

   

 

95,948

 

 

 

   

 

44,350

 

 

 

   

 

35,570

 

 

 

   

 

12,563

 

 

 

  

(1)

Personal travel pursuant to Company policy as discussed on page 43 includes both the full cost of chartered aircraft and the incremental cost when using Company-owned aircraft. Incremental costs include fuel, flight crew expenses, landing fees, ground transportation fees, and other miscellaneous variable expenses.

(2)

Amounts include the actual costs of residential security system monitoring for Ms. Barra and Mr. Ammann as recommended by independent security consultants.

(3)

Company vehicle programs includes the cost of providing cars and drivers and the estimated annual lease value of the Company vehicles, inclusive of fuel and insurance, driven by NEOs. We include the annual lease value because it is more reflective of the value of the company vehicle perquisite than the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each participant.

(4)

Costs associated with executive physicals for each executive with approved providers.

(5)

Costs associated with financial counseling and estate planning services with approved providers.

(6)

Occasionally unused tickets from sponsorship agreements are made available for personal use. Tickets are included in sponsorship agreements and typically result in no incremental costs to the Company. The value represents the incremental costs associated with the personal use of tickets toGM-sponsored events. Occasionally, souvenirs such as jerseys may be included as part of a sponsorship agreements and no incremental costs are incurred by the Company.

58

LOGO

EXECUTIVE COMPENSATION

u

Grants of Plan–Based Awards

STIP awards for the 2017 performance year were made under the terms of the 2014 STIP, PSU equity grants were made to each NEO under the terms of the 2014 LTIP, and Stock Options were granted under the terms of the 2017 LTIP. PSUs, which vest and deliver at the end of the performance period, will be earned

at a level between 0% and 200% of target. PSUs are based on the achievement of performance conditions relating to Relative ROIC-adjusted and Relative TSR over a three-year performance period from January 1, 2017 to December 31, 2019. The Stock Options will vest ratably over the three-year period.

               

 

Estimated Future Payouts

UnderNon-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

(#)

     

Mary T. Barra

  STIP   1/1/2017   2/1/2017   525,000   4,200,000   8,400,000                             
  Options   6/7/2017   2/1/2017                               652,611   34.34   3,250,003 
   PSU   2/14/2017   2/1/2017               43,200   261,816   523,632               10,737,570 

Charles K. Stevens, III

  STIP   1/1/2017   2/1/2017   171,875   1,375,000   2,750,000                             
  Options   6/7/2017   2/1/2017                               186,998   34.34   931,251 
   PSU   2/14/2017   2/1/2017               12,378   75,021   150,042               3,076,744 

Daniel Ammann

  STIP   1/1/2017   2/1/2017   226,563   1,812,500   3,625,000                             
  Options   6/7/2017   2/1/2017                               247,867   34.34   1,234,378 
   PSU   2/14/2017   2/1/2017               16,408   99,440   198,880               4,078,222 

Mark L. Reuss

  STIP   1/1/2017   2/1/2017   187,500   1,500,000   3,000,000                             
  Options   6/7/2017   2/1/2017                               203,314   34.34   1,012,504 
   PSU   2/14/2017   2/1/2017               13,458   81,566   163,132               3,345,168 

Alan S. Batey

  STIP   1/1/2017   2/1/2017   160,163   1,281,300   2,562,600                             
  Options   6/7/2017   2/1/2017                               135,226   34.34   673,426 
   PSU   2/14/2017   2/1/2017               8,951   54,251   108,502               2,224,928 

Karl-Thomas Neumann

  STIP   1/1/2017   2/1/2017   164,063   1,312,500   2,625,000                             
  Options   6/7/2017   2/1/2017                               119,227   34.34   593,751 
   PSU   2/14/2017   2/1/2017               7,892   47,832   95,664               1,961,676 

(1)

This column shows the aggregate grant date fair value of PSUs and Stock Options granted to the NEOs in 2017. The aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the award’s vesting schedule. All grant date fair values have been computed in accordance with FASB ASC Topic 718.

LOGO

59

EXECUTIVE COMPENSATION

u

Outstanding Equity Awards at FiscalYear-End

Option AwardsStock Awards(1)
  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

Number

of Shares

of Units or

Stock That

Have Not

Vested (#)

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested ($)

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units,

or Other

Rights That

Have Not

Vested (#)

Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units,

or Other

Rights That

Have Not

Vested ($)

Mary T. Barra

6/7/2017

—

652,611

(2)

34.34

6/7/2027

2/14/2017

261,816

(7.8)

10,731,838

(8)

2/10/2016

78,191

(6)

3,205,049

351,859

(7,8)

14,422,700

(8)

7/28/2015

1,041,215

(3)

520,608

(4)

1,041,214

(5)

31.32

7/28/2025

2/11/2015

504,380

(6,7)

20,674,536

Charles K. Stevens, III

6/7/2017

—

186,998

(2)

34.34

6/7/2027

2/14/2017

75,021

(7,8)

3,075,111

(8)

2/10/2016

20,750

(6)

850,543

93,378

(7,8)

3,827,564

(8)

7/28/2015

—

124,729

(4)

249,458

(5)

31.32

7/28/2025

2/11/2015

120,842

(6,7)

4,953,314

Daniel Ammann

6/7/2017

—

247,867

(2)

34.34

6/7/2027

2/14/2017

99,440

(7,8)

4,076,046

(8)

2/10/2016

28,269

(6)

1,158,746

127,211

(7,8)

5,214,379

(8)

7/28/2015

390,456

(3)

195,228

(4)

390,455

(5)

31.32

7/25/2025

2/11/2015

189,143

(6,7)

7,752,972

Mark L. Reuss

6/7/2017

—

203,314

(2)

34.34

6/7/2027

2/14/2017

81,566

(7,8)

3,343,390

(8)

2/10/2016

23,457

(6)

961,502

105,558

(7,8)

4,326,822

(8)

7/28/2015

—

165,944

(4)

331,887

(5)

31.32

7/28/2025

2/11/2015

160,771

(6,7)

6,590,003

Alan S. Batey

6/7/2017

—

135,226

(2)

34.34

6/7/2027

2/14/2017

54,251

(7,8)

2,223,748

(8)

2/10/2016

16,240

(6)

665,678

73,079

(7,8)

2,995,508

(8)

7/28/2015

—

117,137

(4)

234,273

(5)

31.32

7/28/2025

2/11/2015

113,487

(6,7)

4,651,832

Karl-Thomas Neumann

6/7/2017

—

119,227

(2)

34.34

6/7/2027

2/14/2017

47,832

(7,8)

1,960,634

(8)

2/10/2016

14,285

(6)

585,542

64,282

(7,8)

2,634,919

(8)

7/28/2015

—

117,137

(4)

234,273

(5)

31.32

7/28/2025

2/11/2015

99,826

(6,7)

4,091,868

     
Grant DateStock PriceImplied Volatility

Risk-Free

(1)

The awards are valued based on the closing price of common stock on the NYSE on December 29, 2017, which was $40.99.

Interest Rate

Valuation PriceValuation Price as a
Percent of Target
2/12/2020$35.4925%1.42%$46.46130.9%
10/1/2020$30.3845%0.15%$37.67124.0%
12/1/2020$44.6842%0.17%$67.38150.8%

There is no dividend yield as dividends are assumed to be reinvested for the TSR calculation. The table below shows the PSUs valued based on the closing stock price on the date of grant and the maximum grant value based on maximum performance. Upon their terminations, Ms. Suryadevara and Mr. Engle forfeited all PSUs and a portion of the Salary Reduction RSUs.

 

(2)

Options awards granted on June 7, 2017 and vest ratably each February 14 of 2018, 2019, and 2020.

 
Value of PSU Awards at Target and Maximum Performance 
  

 

  2020 Target  
($)  		     2020 Maximum  
($)  		 

Mary T. Barra

   11,250,011        22,500,022   

Paul A. Jacobson

   1,575,015        3,150,030   

Mark L. Reuss

   4,462,513        8,925,026   

Douglas L. Parks

   3,065,650        6,131,300   

Stephen K. Carlisle

   2,925,066        5,850,132   

Dhivya Suryadevara

   3,665,656        7,331,312   

John P. Stapleton

   1,675,038        3,350,076   

Barry L. Engle II

   3,178,130        6,356,260   

(3)

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

 

(3)

Option awards granted under the DSV Option Grant on July 28, 2015. This portion represents the 40% of the award that featured time-based vesting and vested on February 15, 2017.

(4)

Option awards granted under the DSV Option Grant on July 28, 2015. This portion represents the 20% of the award that features performance-based vesting and vested on February 15, 2018 for the performance period ending December 31, 2017.

(5)

Option awards granted under the DSV Option Grant on July 28, 2015. This portion represents the unearned 40% of the award that features performance-based vesting and vests ratably each February 15 of 2019 and 2020.

60 
Grant DateDividend YieldImplied VolatilityRisk-Free Interest RateExpected Option LifeGrant Date Fair Value
2/12/20204.28%25%1.50%6.00 years$5.04
10/1/20201.94%44%0.30%5.37 years$9.96
12/1/20202.00%42%0.45%5.20 years$13.83

 

LOGO

EXECUTIVE COMPENSATIONFor Mr. Engle, the amount also reflects the incremental fair value computed in accordance with FASB ASC Topic 718 as of July 6, 2020, associated with modifications made to certain option awards in connection with the separation agreement, totaling $404,991. Upon their terminations, Ms. Suryadevara forfeited all Stock Options, and Mr. Engle forfeited a portion of the Stock Options.

(6)

RSU awards granted on February 10, 2016, and vest ratably each February 10 of 2017, 2018, and 2019. RSU awards granted on February 11, 2015 and vest ratably each February 11 of 2016, 2017, and 2018.

(7)

2017 PSU awards granted on February 14, 2017, cliff-vest on February 14, 2020, upon completion of results for the performance period January 1, 2017–December 31, 2019. 2016 PSU awards granted on February 10, 2016 and cliff-vest on February 10, 2019, upon completion of results for the performance period January 1, 2016–December 31, 2018. 2015 PSU awards granted on February 11, 2015 and cliff-vested on February 11, 2018, upon completion of results for the performance period January 1, 2015–December 31, 2017. The final performance for the 2015–2017 PSU was 200% and is discussed on page 47.

(8)

Assumes target-level payout of PSU awards. If maximum-level payout of PSU awards, the number of shares (and market value of such shares) with respect to unvested 2016–2018 PSUs and 2017–2020 PSUs, respectively, outstanding as of December 31, 2017 was for Ms. Barra: 703,718 shares ($28,845,401) and 523,632 shares ($21,463,676); for Mr. Stevens: 186,756 shares ($7,655,128) and 150,042 shares ($6,150,222); for Mr. Ammann: 254,422 shares ($10,428,758) and 198,880 shares ($8,152,091); for Mr. Reuss: 211,116 shares ($8,653,645) and 163,132 shares ($6,686,781); for Mr. Batey: 146,158 shares ($5,991,016) and 108,502 shares ($4,447,497); for Dr. Neumann: 128,564 shares ($5,269,838) and 95,664 shares ($3,921,267).

u

Option Exercises and Stock Vested

 

    Option Awards(1)     Stock Awards(2) 

  Name

 

  

Number of Shares

Acquired on

Exercise (#)

 

     

Value Realized on

Exercise

($)

 

     

Number of Shares

Acquired on Vesting

(#)

 

     

Value Realized on

Vesting

($)

 

 

Mary T. Barra

 

   

 

—

 

 

 

     

 

—

 

 

 

     

 

506,118

 

 

 

     

 

17,952,336

 

 

 

Charles K. Stevens, III

 

   

 

249,458

 

 

 

     

 

3,278,227

 

 

 

     

 

126,236

 

 

 

     

 

4,477,131

 

 

 

Daniel Ammann

 

   

 

—

 

 

 

     

 

—

 

 

 

     

 

231,322

 

 

 

     

 

8,206,125

 

 

 

Mark L. Reuss

 

   

 

331,888

 

 

 

     

 

1,222,211

 

 

 

     

 

254,800

 

 

 

     

 

9,032,512

 

 

 

Alan S. Batey

 

   

 

234,274

 

 

 

     

 

1,573,702

 

 

 

     

 

135,982

 

 

 

     

 

4,824,134

 

 

 

Karl-Thomas Neumann

   234,274      808,339      158,341      5,665,176 

(1)
(4)

We computed the aggregate dollar value realized upon the exercise of Stock Options by multiplying the number of shares at exercise by the difference between the market price of our stock at exercise and the exercise price of the 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 vesting date.

u

Pension Benefits

GM Salaried Retirement Plan

EligibilityAll NEOs were eligible for a payment under the STIP for 2020 performance based on the Company’s achievement of annual performance goals and Vesting: The GM Salaried Retirement Plan (“SRP”) is a funded,tax-qualified retirement program that covers eligible employees hired prior to January 1, 2007. Employees who commenced service on or after January 1, 2007, are eligible to participate only in defined contribution plans. Employees are vested in the SRP after five years of qualifying service. The plan permitted employee contributions, which vested immediately, until December 31, 2006. All Defined Benefit accruals were frozen on September 30, 2012, with service continuing toward eligibility to retire.

Benefit Formula:

Service prior to January 1, 2001: The plan provided benefits on both a contributory and noncontributory formula. The contributory formula factors the contributions of the executive and earningsindividual performance. Individual performance decisions for each fiscal year. The formulas were frozen effective December 31, 2006, and effective January 1, 2007, employees continued to participate inNEO are determined by the SRP underCompensation Committee; results are discussed beginning on page 57 of this Proxy Statement. Mr. Jacobson received a new formula that provided a pension accrual equal to 1.25% of the employee’s eligible earnings up to theIRS-prescribed limits fortax-qualified plans. The 1.25% accruals were frozen September 30, 2012.

Service from January 1, 2001 to December 31, 2006: The plan provided benefits under a cash balance formula with pay creditsprorated STIP award based on age through December 31, 2006, when the formulanumber of months he was frozen, with balances continuing to earn interest credits thereafter.

Time and Form of Payment: The accumulated benefit an employee earns over his or her career with the Company is payable starting after retirement. Normalin 2020. Ms. Suryadevara and Mr. Engle did not receive a STIP payout due to their departures from the Company.

(5)

These amounts represent the actuarial change in the present value of the NEO’s accrued benefit for 2020 attributed to year-over-year variances in applicable discount rates, lump sum interest rates, mortality rates, and employer contributions to tax-qualified and non-tax-qualified plans, as described in “Pension Benefits” on page 76 of this Proxy Statement. The Company does not credit interest at above-market rates to any deferred retirement age is defined as age 65. Employees who commenced service prior to 1988 may elect early retirement after 30 years of credited service or 85 points, based on combined ageaccounts, and service, or age 60no interest amounts are included in these totals. Mr. Jacobson and 10 or more years of service, with certainage-reduction factors applied. The plan also provides Social Security supplements for those hired prior to 1988. For employees hired on and after January 1, 1988, and prior to December 31, 2000, Social Security supplementsMr. Engle are not payable,eligible for DB pension plans.

(6)

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

70

LOGO

All Other Compensation

         
  

 

 

M. T.

Barra

($)

  

P. A.
Jacobson

($)

  

M. L.

Reuss

($)

  

D. L.
Parks

($)

  

S. K.
Carlisle

($)

  

D.
Suryadevara

($)

  

J. P.
Stapleton

($)

  

B. L.
Engle

($)

 

Perquisites and Other

Personal Benefits(1)

  235,587   943   31,077   27,212   20,435   24,458   27,007   29,894 

Employer Contributions

to Savings Plans(2)

  363,300   6,667   186,500   129,700   134,114   92,500   100,356   68,500 

Life and Other

Insurance Benefits(3)

  13,735   —   8,247   4,994   4,584   1,578   2,864   3,588 

Other(4)(5)

  3,033   —   1,878   1,119   1,022   1,086   813   2,356,683 

TOTAL

  615,655   7,610   227,702   163,025   160,155   119,622   131,040   2,458,665 

(1)

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

age-reduction(2)

Includes employer contributions to tax-qualified factorsand non-tax-qualified savings and retirement plans during 2020.

(3)

Includes premiums paid by the Company for Group Variable Universal Life insurance for executives. Executives are greaterresponsible for retirements prior to age 60. The plan provides both a spousal joint and survivor annuity and contingent annuitant optional form of payment. The employee may elect either a monthly annuity for life or a 100% lump sum of all benefits payable.

Tax Code Limitations on Benefits: Section 415any ordinary income taxes resulting from the cost of the IRC limitsGM-paid premiums. For Ms. Barra, amounts also include the benefits payable underCompany’s cost of premiums for providing personal accident insurance for members of the GM SRP.Board.

(4)

Reflects interest paid on repayment of the salary deferral discussed on page 55 of this Proxy Statement.

(5)

Reflects Mr. Engle’s payment upon separation pursuant to the terms of the Executive Severance Program. For 2017, the maximum single life annuity a NEO could have received under these limits was $215,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual formsadditional details, see page 79 of distribution, and actual retirement dates.this Proxy Statement.

Perquisites and Other Personal Benefits

 

         
  

 

  

M. T.
Barra

($)

   

P. A.
Jacobson

($)

   

M. L.
Reuss

($)

   

D. L.
Parks

($)

   

S. K.
Carlisle

($)

   

D.
Suryadevara

($)

   

J. P.
Stapleton

($)

   

B. L.
Engle

($)

 

Personal Travel(1)

   158,199    —    —    —    —    —    —    — 

Security(2)

   39,767    —    2,694    —    —    —    —    — 

Company Vehicle Programs(3)

   23,650    943    14,412    13,241    6,464    15,137    15,001    16,803 

Executive Physical(4)

   4,650    —    4,650    4,650    4,650    —    4,650    4,650 

Financial Counseling(5)

   9,321    —    9,321    9,321    9,321    9,321    7,356    8,441 

Other(6)

   —    —    —    —    —    —    —    — 

TOTAL

   235,587    943    31,077    27,212    20,435    24,458    27,007    29,894 

 

LOGO
(1)

Personal travel, pursuant to Company policy as discussed on page 49 of this Proxy Statement, includes incremental costs (fuel, flight crew expenses, landing fees, ground transportation fees, and other miscellaneous variable expenses) associated with aircraft use. Ms. Barra serves on outside boards, which we view as directly and integrally related to her role as Chairman and CEO and her professional development. The cost of travel to outside boards for 2020 was $40,917 and is excluded from the amount above.

61
(2)

Amounts include the incremental cost of providing security services and residential security system monitoring for Ms. Barra and Mr. Reuss as recommended by an independent third-party security consultant. For security personnel employed by the Company, the cost is the actual incremental cost of expenses incurred by the security personnel. Total salary, wages, and benefits are not allocated, as the Company already incurs these costs for business purposes.

(3)

Includes the cost of providing cars, drivers, and the estimated annual lease value of the Company vehicles, inclusive of fuel and insurance, driven by NEOs. The annual lease value is included because it is more reflective of the value of the Company vehicle perquisite than of the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each participant.

LOGO71 

(4)

EXECUTIVE COMPENSATIONCosts associated with executive physicals with our approved provider.

 

(5)

Costs associated with financial counseling and estate planning services with our approved provider.

 

(6)

GM Executive Retirement Plan

EligibilityOccasionally, unused tickets from sponsorship agreements are made available for personal use. Tickets are included in sponsorship agreements and Vesting: The GM Executive Retirement Plan (“DB ERP”) is an unfunded andnon-tax-qualified retirement program that covers eligible executives, including named executives, to provide retirement benefits above amounts available under our other pension programs.

Benefit Formula:

Service Prior to January 1, 2007: The supplemental pension will equal the greater of (a) 2% of the average monthly base salary multiplied by all years of contributory service less the sum of all benefits payable under the GM Salaried Retirement plus the maximum Social Security Benefit as of January 2007 multiplied by all years of noncontributory service or (b) 1.5% of the average monthly base salary plus annual incentive plan compensation multiplied by all years of contributory service, up to a maximum of 35 years less the sum of all benefits payable under the GM SRP plus 100% of the maximum Social Security benefit as of January 2007. In both cases, the base salary and annual incentive plan payments are determined using the highest 60 months out of the last 120 months prior to retirement.

Service from January 1, 2007 to December 31, 2007: The supplemental pension will equal 1.25% multiplied by their annual base salary and is applicable to amountstypically result in excess of theIRS-prescribed limit applicable totax-qualified plans.

Service from January 1, 2008 to September 30, 2012: The supplemental pension will equal 1.25% multiplied by their annual base salary plus short-term incentive payments and is applicable to amounts in excess of theIRS-prescribed limit applicable totax-qualified plans.

Time and form of payment: Normal retirement age under the plan is age 65; however, employees who commenced service prior to January 1, 2007, including NEOs, may retire at age 60 with 10 or more years of service without any reduction in benefits. Employees may also retire at age 55 with 10 or more years of service with benefits reduced using the same factors as are utilized for early retirement under the GM SRP. The GM DB ERP is payable as a five-year certain annuity, with payments starting upon the retirement of the executive and continuing for 60 months.

VML Pension Plan

Eligibility and Vesting: The Vauxhall Motors (“VML”) Pension Plan is a funded defined benefit plan open to all GM United Kingdom employees prior to October 2012, when it closed to new entrants.

Benefit Formula:

Service Prior to May 31, 2009: The VML Pension Plan gave an annual pension equal to 1/55th times pensionable service times Final Pensionable Pay. Pensionable Pay is defined as basic pay less the lower earnings limit.

Service from June 1, 2009: An annual pension equal to 1/60th times pensionable service times Final Pensionable Pay. Increases in pensionable pay is limitedno incremental costs to the rateCompany. In 2020, there were no incremental costs associated with the personal use of RPI inflation annually other than for one off increases duetickets to promotions.GM-sponsored events. Occasionally, limited souvenirs may be included as part of a sponsorship agreement and no incremental costs are incurred by the Company.

u

Grants of Plan–Based Awards

STIP awards for the 2020 performance year were made under the terms of the 2017 STIP. Equity awards granted to each NEO prior to June 17, 2020, were under the terms of the 2017 LTIP, grants made on or after June 17, 2020, were under the terms of the 2020 LTIP. PSUs vest and deliver at the end of the performance period and will be earned at a level between 0% and 200% of target. PSUs are based on the achievement of performance conditions relating to Relative ROIC-adjusted and Relative TSR over a three-year performance period from January 1, 2020, to December 31, 2022. Stock Options vest ratably over a three-year period. The Salary Reduction RSUs granted on May 7, 2020, were intended to replace the NEOs’ cash salary for a period of six months, and vested and settled on April 1, 2021, prorated for service. The RSUs granted to Mr. Jacobson on December 1, 2020, replace certain awards forfeited by his previous employer. Fifty percent of his RSUs will vest on December 1, 2022, and the balance will vest on December 1, 2023, which aligns with the vesting schedule of awards forfeited at his previous employer.

          
 

 

  

 

    

 

   

 

  

 

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

(#)

 

Mary T. Barra

  STIP    1/1/2020   12/9/2019   262,500   4,200,000   8,400,000                             
  Options    2/12/2020   12/9/2019                               744,048   35.49   3,750,002 
  PSU    2/12/2020   12/9/2019               79,248   316,991   633,982               12,988,702 
   RSU    5/7/2020   3/25/2020                           4,680           105,020 

Paul A. Jacobson

  STIP    12/1/2020   10/16/2020   78,125   1,250,000   2,500,000                             
  Options    12/1/2020   10/16/2020                               37,961   44.68   525,001 
  PSU    12/1/2020   10/16/2020               8,813   35,251   70,502               1,975,103 
   RSU    12/1/2020   10/16/2020                           55,954           2,500,025 

Mark L. Reuss

  STIP    1/1/2020   12/9/2019   101,563   1,625,000   3,250,000                             
  Options    2/12/2020   12/9/2019                               295,139   35.49   1,487,501 
  PSU    2/12/2020   12/9/2019               31,435   125,740   251,480               5,152,198 
   RSU    5/7/2020   3/25/2020                           2,897           65,009 

Douglas L. Parks

  STIP    1/1/2020   12/9/2019   66,407   1,062,500   2,125,000                             
  Options    2/12/2020   12/9/2019                               136,717   35.49   689,054 
  Options    10/1/2020   8/10/2020                               33,417   30.38   332,834 
  PSU    2/12/2020   12/9/2019               14,562   58,246   116,492               2,386,631 
  PSU    10/1/2020   8/10/2020               8,217   32,867   65,734               1,118,297 
   RSU    5/7/2020   3/25/2020                           1,727           38,754 

Stephen K. Carlisle

  STIP    1/1/2020   12/9/2019   62,500   1,000,000   2,000,000                             
  Options    2/12/2020   12/9/2019                               75,645   35.49   381,251 
  Options    10/1/2020   8/10/2020                               49,574   30.38   493,758 
  PSU    2/12/2020   12/9/2019               8,057   32,228   64,456               1,320,543 
  PSU    10/1/2020   8/10/2020               12,190   48,758   97,516               1,658,992 
  PSU    12/1/2020   11/5/2020               1,679   6,715   13,430               376,231 
   RSU    5/7/2020   3/25/2020                           1,560           35,007 

72

LOGO

          
 

 

  

 

   

 

   

 

  

 

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

(#)

 

Dhivya Suryadevara

  STIP   1/1/2020   12/9/2019   89,844   1,437,500   2,875,000                             
 

 

 

 

Options

 

(2) 

 

 

 

 

2/12/2020

 

 

 

 

 

 

12/9/2019

 

 

                             

 

 

 

242,436

 

 

 

 

 

 

35.49

 

 

 

 

 

 

1,221,878

 

 

  PSU(2)   2/12/2020   12/9/2019               25,822   103,287   206,574               4,232,180 
   RSU(2)   5/7/2020   3/25/2020                           2,563           57,514 

John P. Stapleton

  STIP   1/1/2020   12/9/2019   48,832   781,300   1,562,600                             
 

 

 

 

Options

 

 

 

 

 

 

2/12/2020

 

 

 

 

 

 

12/9/2019

 

 

                             

 

 

 

44,643

 

 

 

 

 

 

35.49

 

 

 

 

 

 

225,001

 

 

  PSU   2/12/2020   12/9/2019               4,755   19,020   38,040               779,345 
  PSU   10/1/2020   8/10/2020               8,229   32,917   65,834               1,119,998 
   RSU   5/7/2020   3/25/2020                           1,255           28,163 

Barry L. Engle II

  STIP   1/1/2020   12/9/2019   66,407   1,062,500   2,125,000                             
  Options(3)   2/12/2020   12/9/2019                               210,194   35.49   1,059,378 
  PSU(3)   2/12/2020   12/9/2019               22,388   89,550   179,100               3,669,312 
  RSU(3)   5/7/2020   3/25/2020                           1,894           42,502 
  Options(4)   7/6/2020                                   70,065   35.49   80,575 
  Options(4)   7/6/2020                                   20,966   37.76   18,136 
  Options(4)   7/6/2020                                   53,334   39.00   43,201 
  Options(4)   7/6/2020                                   66,426   41.40   42,513 
  Options(4)   7/6/2020                                   78,750   34.34   67,725 
   Options(4)   7/6/2020                                   151,327   30.67   152,841 

(1)

TimeThis column shows the aggregate grant date fair value of equity awards granted to the NEOs in 2020. The aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the vesting schedule. All grant date fair values have been computed in accordance with FASB ASC Topic 718.

(2)

Upon her termination, Ms. Suryadevara forfeited all Stock Options, PSUs, and form of payment: Normal retirement age under the plan is age 65. Deferred members can take their pension from age 55 subject to a reduction, using the plans early retirement factors.

Adam Opel AG Pension Plan

Eligibility and Vesting: The Adam Opel AG (“Opel”) Pension Plan is a cash balance plan. Participants hired after 2006 accrue “pension elements” each year. The pension element equals a “pay credit” multiplied by an “age factor.” Full vesting is provided after five years of service and 25 years of age.

Benefit Formula:

Service from 2006: The pay credit is 1.75% times the annual income for the year, plus 10.5% times the portion of the annual income in excessSalary Reduction RSUs.

(3)

Upon his termination, Mr. Engle forfeited a portion of the social security thresholdStock Options, all PSUs, and a portion of the Salary Reduction RSUs.

(4)

The grant date fair value for Stock Options on July 6, 2020, represents the year. The age factor is designedincremental fair value computed in accordance with FASB ASC Topic 718 associated with modifications made to accumulate the pay credit with interest to age 60 and ranges from 4% for the youngest employees to 1% for the oldest. Between 60 and retirement, in addition to the pension elements continuing to accrue, the accumulated pension elements are increased at the minimum guaranteed rate of interest for German life insurance contracts.

Time and form of payment: Normal retirement agepreviously granted Stock Option awards granted under the plan is age 63. Participants must wait until normal retirement benefit age before commencing benefits.2017 LTIP in connection with the separation agreement, which provided for an extended exercise period. The normal form of payment ispreviously granted Stock Options include, listed in the order in which they are disclosed, Stock Options granted on February 12, annual installments. Payments in six annual installments, a lump sum, or a lifelong annuity are available, but subject to Company consent.

62

LOGO

EXECUTIVE COMPENSATION

  Name  Plan Name  

Number of Years

of Eligible Credited

Service as of

December 31,

2017(1)

   

Present Value

of Accumulated

Benefits(2)

($)

   

Payments During

Last Fiscal Year

($)

 

 

Mary T. Barra

  

 

SRP

  

 

 

 

35.3

 

 

  

 

 

 

1,095,092

 

 

  

 

 

 

—

 

 

   

DB ERP

 

   

 

35.3

 

 

 

   

 

964,422

 

 

 

   

 

—

 

 

 

 

Charles K. Stevens, III

  

 

SRP

  

 

 

 

38.5

 

 

  

 

 

 

1,179,679

 

 

  

 

 

 

—

 

 

   

DB ERP

 

   

 

38.5

 

 

 

   

 

436,059

 

 

 

   

 

—

 

 

 

 

Daniel Ammann(3)

     

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

 

Mark L. Reuss

  

 

SRP

  

 

 

 

30.8

 

 

  

 

 

 

884,761

 

 

  

 

 

 

—

 

 

   

DB ERP

 

   

 

30.8

 

 

 

   

 

602,652

 

 

 

   

 

—

 

 

 

 

Alan S. Batey(4)

  

 

SRP

  

 

 

 

38.3

 

 

  

 

 

 

52,949

 

 

  

 

 

 

—

 

 

   

VML Pension Plan

 

   

 

31.8

 

 

 

   

 

2,767,045

 

 

 

   

 

—

 

 

 

 

Karl-Thomas Neumann

 

  

 

Opel

 

  

 

 

 

 

4.8

 

 

 

 

  

 

 

 

 

490,007

 

 

 

 

  

 

 

 

 

—

 

 

 

 

(1)

Eligible service recognizes credited service under the frozen qualified SRP in addition to future service to determine retirement eligibility.

(2)

The present value of the SRP benefit amount shown takes into consideration the ability to elect a joint2020; April 1, 2019; February 13, 2019; February 13, 2018; June 7, 2017; and survivor annuity form of payment as well as the ability to elect to receive the annuity as a lump sum. For SRP and DB ERP benefits, the present value represents the value of the benefit payable at age 60 (or immediately if over age 60). Present values shown here are based on the mortality and discount rate assumptions used in the December 31, 2017, FASB ASC Section 718, “Compensation-Retirement Benefits” except where needed to meet proxy statement requirements. The discount rates used for calculations as of December 31, 2017 for the SRP are 3.69%; for the ERP are 3.32%; for the VML Pension Plan are 2.52%; and for the Opel Pension Plan are 1.54%.

(3)

Mr. Ammann is eligible to participate only in defined contribution plans offered by the Company.

(4)

Mr. Batey is a participant in the VML Pension Plan from his service in the United Kingdom.

u

Nonqualified Deferred Compensation Plan

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

DC ERP – Allows for the equalization of benefits for highly compensated salaried employees under 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 IRC, as amended. The DC ERP is maintained as an unfunded plan, and we bear all expenses for administration of the plan and payment of amounts to participants.

Aggregate account balances disclosed below include both vested and unvested contributions by GM. Contributions made prior to 2007 were vested immediately. Contributions made between January 1, 2007, and September 30, 2012, vest when the participant attains age 55 with 10 years of service. Contributions made on October 1, 2012, and later vest when the participant attains three years of service, regardless of age.2015.

The table below reflects December 31, 2017, balances for the nonqualified deferred compensation plan and any contributions, earnings, or withdrawals during the year.

 

  Name  Plan  

Executive

Contributions

in the Last

Fiscal Year

   

Registrant

Contributions

in the Last

Fiscal Year(1)

($)

   

Aggregate

Earnings

in the Last

Fiscal Year(2)

($)

   

Aggregate

Withdrawals

and

Distributions

($)

   

Aggregate

Balance at 2017

Fiscal

Year End(3)

($)

 

Mary T. Barra

  DC ERP   —    602,664    222,246    —    1,743,016 

Charles K. Stevens, III

  DC ERP   —    261,261    95,126    —    782,634 

Daniel Ammann

  DC ERP   —    238,774    42,341    —    640,999 

Mark L. Reuss

  DC ERP   —    271,200    104,822    —    795,468 

Alan S. Batey

  DC ERP   —    224,626    83,770    —    664,358 

Karl-Thomas Neumann

  DC ERP   —    —    —    —    — 

(1)

The full amount shown under Registrant Contributions is included in the All Other Compensation column of the Summary Compensation Table.

(2)

Earnings that may be included in the Aggregate Earnings in the Last Fiscal Year column are not reported in the Change in Pension Value andNon-qualified Deferred Compensation totals in the Summary Compensation Table, because we do not pay above-market earnings on deferred compensation.

(3)

The following amounts have been included in the Summary Compensation Table in prior years: $797,224 (Ms. Barra), $386,918 (Mr. Stevens), $337,559 (Mr. Ammann), $382,466 (Mr. Reuss), and $150,466 (Mr. Batey).

LOGO

63
LOGO73 

u

EXECUTIVE COMPENSATIONOutstanding Equity Awards at Fiscal Year-End

   
   Option Awards   Stock Awards(1) 
  Name  

Grant

Date

   

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

   

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

  

Option

Exercise

Price ($)

   

Option

Expiration

Date

   

Number

of Shares

or Units of

Stock That

Have Not

Vested (#)

  

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested ($)

   

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units,

or Other

Rights That

Have Not

Vested (#)

  

Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units,

or Other

Rights That

Have Not

Vested ($)

 

Mary T. Barra

   5/7/2020                       4,680(6)   194,875          
   2/12/2020    —    744,048(2)   35.49    2/12/2030             316,991(10)(11)   13,199,505(11) 
   2/13/2019    156,667    313,333(3)   39.00    2/13/2029             271,154(10)(11)   11,290,853(11) 
    2/13/2018    275,765    137,883(4)   41.40    2/11/2028    464,114(9)   19,325,707          

Paul A. Jacobson

   12/1/2020    —    37,961(2)   44.68    2/12/2030    55,954(7)   2,329,925    35,251(10)(11)   1,467,852(11) 

Mark L. Reuss

   5/7/2020                       2,897(6)   120,631          
   2/12/2020    —    295,139(2)   35.49    2/12/2030             125,740(10)(11)   5,235,814(11) 
   2/13/2019    53,334    106,666(3)   39.00    2/13/2029             92,308(10)(11)   3,843,705(11) 
    2/13/2018    81,522    40,761(4)   41.40    2/11/2028    137,202(9)   5,713,091          

Douglas L. Parks

   10/1/2020    —    33,417(2)   30.38    2/12/2030             32,867(10)(11)   1,368,582(11) 
   5/7/2020                       1,727(6)   71,912          
   2/12/2020    —    136,717(2)   35.49    2/12/2030             58,246(10)(11)   2,425,363(11) 
   2/13/2019    8,167    16,333(3)   39.00    2/13/2029             14,135(10)(11)   588,581(11) 
    2/13/2018    14,795    7,398(4)   41.40    2/11/2028    24,901(9)   1,036,878          

Stephen K. Carlisle

   12/1/2020                                6,715(10)(11)   279,613(11) 
   10/1/2020    —    49,574(2)   30.38    2/12/2030             48,758(10)(11)   2,030,283(11) 
   5/7/2020                       1,560(6)   64,958          
   2/12/2020    —    75,645(2)   35.49    2/12/2030             32,228(10)(11)   1,341,974(11) 
   2/13/2019    15,278    30,556(3)   39.00    2/13/2029             26,443(10)(11)   1,101,087(11) 
   7/2/2018    12,377    6,188(4)   39.50    2/11/2028    18,643(9)   776,295          
    2/13/2018    16,204    8,102(4)   41.40    2/11/2028    27,273(9)   1,135,648          

Dhivya Suryadevara

   5/7/2020                       2,136(6)   88,943          

John P. Stapleton

   10/1/2020                                32,917(10)(11)   1,370,664(11) 
   5/7/2020                       1,255(6)   52,258          
   2/12/2020         44,643(2)   35.49    2/12/2030             19,020(10)(11)   791,993(11) 
   2/13/2019    10,000    20,000(3)   39.00    2/13/2029             17,308(10)(11)   720,705(11) 
   10/1/2018                       17,544(8)   730,532          
    2/13/2018    14,795    7,398(4)   41.40    2/11/2028    24,901(9)   1,036,878          

Barry L. Engle II

   7/6/2020         70,065(5)(12)   35.49    8/31/2021                   
   7/6/2020    10,482    10,483(5)(12)   37.76    8/31/2021                   
   7/6/2020    26,667    26,667(5)(12)   39.00    8/31/2021                   
   7/6/2020    44,284    22,142(5)(12)   41.40    8/31/2021                   
   5/7/2020                       1,579(6)   65,750          
    2/13/2018                       74,531(9)(12)   3,103,471          

 

(1)

u

Potential Payments Upon TerminationThe awards are valued based on the closing price of common stock on the NYSE on December 31, 2020, which was $41.64.

 

(2)

Stock Options granted on February 12, 2020, October 1, 2020, and December 1, 2020, vest ratably each February 12 of 2021, 2022, and 2023.

(3)

Stock Options granted on February 13, 2019, vest ratably each February 13 of 2020, 2021, and 2022.

(4)

Stock Options granted on February 13, 2018, and July 2, 2018, vest ratably each February 13 of 2019, 2020, and 2021.

74

LOGO

(5)

The Company does not maintain individual employment agreementsStock Options with any NEOa grant date of July 6, 2020, represent outstanding Stock Option awards granted under the 2017 LTIP that provide guaranteed paymentswere modified in connection with the separation agreement, which provided for an extended exercise period. Listed in the eventorder in which they are disclosed, the outstanding Stock Options vest on February 12, 2021, February 13, 2021, February 13, 2021, and February 13, 2021.

(6)

RSU awards granted on May 7, 2020, vest and settle on April 1, 2021, prorated for service.

(7)

RSU awards granted to Mr. Jacobson on December 1, 2020, vest ratably each December 1 of a termination2022 and 2023.

(8)

RSU awards granted to Mr. Stapleton on October 1, 2018, cliff-vest on October 1, 2021.

(9)

2018-2020 PSU awards granted on February 13, 2018, and July 2, 2018, cliff-vested on February 13, 2021, upon determination of employment or change in control. Inresults for the event that an NEO’s position with the Company is eliminated, including the eliminationperformance period January 1, 2018–December 31, 2020. The final performance of the NEO’s position2018–2020 PSU award was 187% and is discussed on page 55 of this Proxy Statement.

(10)

2020-2022 PSU awards granted on February 12, 2020, October 1, 2020, and December 1, 2020, cliff-vest on February 12, 2023, upon determination of results for the performance period January 1, 2020–December 31, 2022. 2019-2021 PSU awards granted on February 13, 2019, cliff-vest on February 13, 2022, upon determination of results for the performance period January 1, 2019–December 31, 2021.

(11)

Assumes target-level payout of PSU awards. The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2019–2021 PSUs granted on February 13, 2019, outstanding as a result of a change in control, the NEO would be eligibleDecember 31, 2020, for severance pay under the GM Executive Severance Program.

Ms. Barra is 542,308 ($22,581,705); for Mr. Reuss is 184,616 ($7,687,410); for Mr. Parks is 28,270 ($1,177,163); for Mr. Carlisle is 52,886 ($2,202,173); and for Mr. Stapleton is 34,616 ($1,441,410). The table below shows the potential paymentsnumber of shares (and market value of such shares) for maximum-level payout with respect to each NEO assuming a terminationunvested 2020–2022 PSUs granted on February 12, 2020, outstanding as of employmentDecember 31, 2020, for Ms. Barra is 633,982 ($26,399,010); for Mr. Reuss is 251,480 ($10,471,627); for Mr. Parks is 116,492 ($4,850,727); for Mr. Carlisle is 64,456 ($2,683,948); and for Mr. Stapleton is 38,040 ($1,583,986). The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2020–2022 PSUs granted on October 1, 2020, outstanding as of December 31, 2020, for Mr. Parks is 65,734 ($2,737,164); for Mr. Carlisle is 97,516 ($4,060,566); and for Mr. Stapleton is 65,834 ($2,741,328). The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2020–2022 PSUs granted on December 1, 2020, outstanding as of December 31, 2017, due2020, for Mr. Jacobson is 70,502 ($2,935,703); and for Mr. Carlisle is 13,430 ($559,225).

(12)

Awards will be cash-settled pursuant to eachthe terms of the following: voluntary separation or termination for cause; qualifying termination under the Executive Severance Program; full career status retirement; disability; death;Program.

u

Option Exercises and change in control with terminationStock Vested

   
  Option Awards(1)  Stock Awards(2) 
  Name 

Number of Shares

Acquired on
Exercise (#)

  

Value Realized on

Exercise

($)

  

Number of Shares

Acquired on Vesting

(#)

  

Value Realized on

Vesting

($)

 

Mary T. Barra

  1,600,000   17,890,924   460,797   16,017,304 

Paul A. Jacobson

  —   —   —   — 

Mark L. Reuss

  165,943   1,287,280   143,557   4,990,041 

Douglas L. Parks

  —   —   43,848   1,447,642 

Stephen K. Carlisle

  10,217   117,812   28,535   991,877 

Dhivya Suryadevara

  279,195   361,557   26,054   905,637 

John P. Stapleton

  —   —   26,054   905,637 

Barry L. Engle II

  311,510   1,565,593   55,606   1,932,865 

(1)

The aggregate dollar value realized upon exercise is computed by multiplying the number of employment. Eachshares at exercise by the difference between the market price of common stock and the exercise price of the separation eventsoptions.

(2)

The aggregate dollar value realized upon vesting is described in more detail below. These provisions are generally applicable to participants in eachcomputed by multiplying the number of shares vested by the applicable plans, and they are not reserved only for NEOs. The payments belowclosing stock price on the vesting date.

LOGO75

u

Pension Benefits

GM Salaried Retirement Plan

Eligibility and Vesting: The GM Salaried Retirement Plan (“SRP”) is a funded, tax-qualified retirement program that covers eligible employees hired prior to January 1, 2007. Employees who commenced service on or after January 1, 2007, are eligible to participate only in DC plans. Employees are vested in the SRP after five years of qualifying service. The plan permitted employee contributions, which vested immediately, until December 31, 2006. All DB accruals were frozen on September 30, 2012, with service continuing towards eligibility to retire.

Benefit Formula:

Service Prior to January 1, 2001: The plan provided benefits on both a contributory and noncontributory formula. The contributory formula factors the contributions of the employee and earnings for each fiscal year. The formulas were frozen effective December 31, 2006, and effective January 1, 2007, employees continued to participate in the SRP under a new formula that provided a pension accrual equal to 1.25% of the employee’s eligible earnings up to the IRS-prescribed limits for tax-qualified plans. The 1.25% accruals were frozen September 30, 2012.

Service from January 1, 2001, to December 31, 2006: The plan provided benefits under a cash balance formula with pay credits based on age through December 31, 2006, when the formula was frozen, with balances continuing to earn interest credits thereafter.

Time and Form of Payment: For employees hired prior to January 1, 2001, the accumulated benefit an employee earns over his or her career with the Company is payable starting after retirement. Normal retirement age is defined as age 65. Employees who commenced service prior to 1988 may elect early retirement after 30 years of credited service or 85 points, based on combined age and service, or age 60 and 10 or more years of service, with certain age-reduction factors applied. As of December 31, 2020, Ms. Barra and Messrs. Reuss, Parks, Carlisle, and Stapleton were eligible for early retirement. The plan also provides Social Security supplements for those hired prior to 1988. For employees hired on or after January 1, 1988, and prior to December 31, 2000, Social Security supplements are not payable and age-reduction factors are greater for retirements prior to age 62. The plan provides a single-life annuity, a spousal joint and survivor annuity, a contingent annuitant optional form of payment, or a 100% lump sum option. For employees hired from January 1, 2001, to December 31, 2006, the plan provides a single-life annuity, a contingent annuitant optional form of payment, or a 100% lump sum option.

Tax Code Limitations on Benefits: Section 415(b)(1)(A) of the IRC limits the benefits payable under the SRP. For 2020, the maximum single life annuity an NEO could have received under these limits was $230,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution, and actual retirement dates.

GM Executive Retirement Plan

Eligibility and Vesting: The GM Executive Retirement Plan (“DB ERP”) is an unfunded, non-tax-qualified retirement program that covers eligible executives to provide retirement benefits above amounts available under our other pension programs.

Benefit Formula:

Service Prior to January 1, 2007: The supplemental pension will equal the greater of (a) 2% of the average monthly base salary multiplied by all years of contributory service less the sum of all benefits payable under the SRP plus the maximum Social Security benefit as of January 2007 multiplied by all years of contributory service or (b) 1.5% of the average monthly base salary plus annual incentive plan compensation multiplied by all years of contributory service, up to a maximum of 35 years, less the sum of all benefits payable under the SRP plus 100% of the maximum Social Security benefit as of January 2007. In both cases, the base

76

LOGO

salary and annual incentive plan payments are determined using the highest 60 months out of the last 120 months as of December 31, 2006. These DB accruals were frozen on December 31, 2006, with service continuing towards eligibility to retire.

Service from January 1, 2007, to September 30, 2012: For employees hired prior to January 1, 2001, the supplemental pension will equal 1.25% multiplied by their annual base salary plus short-term incentive payments and is applicable to amounts in excess of the IRS-prescribed limit applicable to tax-qualified plans. These DB accruals were frozen on September 30, 2012, with service continuing towards eligibility to retire.

Time and Form of Payment: Normal retirement age under the plan is age 65; however, employees who commenced service prior to January 1, 2007, may retire at age 60 with 10 or more years of service without any reduction in benefits. Employees may also retire at age 55 with 10 or more years of service with benefits reduced using the same factors as are utilized for early retirement under the SRP. As of December 31, 2020, Ms. Barra and Messrs. Reuss, Parks, and Carlisle were eligible for early retirement. The DB ERP is payable as a five-year certain annuity, with payments starting upon the retirement of the executive and continuing for 60 months.

GM Canadian Retirement Program for Salaried Employees

Eligibility and Vesting: The GM Canadian Retirement Program for Salaried Employees (“GM Canada Salaried Plan”) is a funded DB plan open to all GM Canada employees hired prior to January 1, 2007, when it closed to new entrants. The plan permitted employee contributions, which vested immediately, until December 31, 2012. All DB accruals were frozen on December 31, 2012, with service continuing towards eligibility to retire.

Benefit Formula:

Service Prior to January 1, 2007: 1.0% of final 3-year average pay plus 0.75% of final 3-year average pay in excess of 3-year average Yearly Maximum Pensionable Earnings (“YMPE”) per year of contributory service (the 1.0% formula is subject to a Minimum Basic Benefit of $67 per month per year of contributory service prior to January 1, 2007, if retiring on or after October 1, 2006). Average pay and average YMPE were frozen as of December 31, 2006, for all those active as of December 31, 2006, except for Quebec active members, whose future earnings and YMPE growth are reflected.

Time and Form of Payment: Normal retirement age is defined as age 65. Employees who commenced service prior to 1988 may elect early retirement after 30 years of credited service, 85 points, based on combined age and service, or age 60 and 10 or more years of service, with certain age-reduction factors applied. As of December 31, 2020, Mr. Carlisle was eligible for early retirement. The plan also provides bridging supplements. The plan provides a single-life annuity, a spousal joint and survivor annuity, a contingent annuitant optional form of payment, or a 100% lump sum option.

LOGO77

Tax Code Limitations on Benefits: The Income Tax Act limits the benefits payable from a registered pension plan.

The table below reflects pension benefits as of December 31, 2020, provided by the respective plans.

     
  Name Plan Name 

Number of Years

of Eligible Credited
Service as of
December 31,
2020(1)

  

Present Value of

Accumulated
Benefits(2)

($)

  

Payments During

Last Fiscal Year

($)

 

Mary T. Barra

 SRP  38.3   1,433,801   — 
  DB ERP  38.3   1,297,654   — 

Paul A. Jacobson(3)

 —  —   —   — 

Mark L. Reuss

 SRP  33.8   1,181,804   — 
  DB ERP  33.8   830,762   — 

Douglas L. Parks

 SRP  35.7   1,251,629   — 
  DB ERP  35.7   533,528   — 

Stephen K. Carlisle(4)

 SRP  36.6   955,080   — 
 DB ERP  36.6   451,621   — 
  GM Canada Salaried Plan  36.6   239,378   — 

Dhivya Suryadevara

 SRP  16.0   13,457   — 

John P. Stapleton

 SRP  30.9   703,202   — 
  DB ERP  30.9   160,222   — 

Barry L. Engle II(3)

 —  —   —   — 

(1)

Eligible service recognizes credited service under the frozen qualified SRP in addition to thefuture service to determine retirement eligibility.

(2)

The present value of the accumulatedSRP benefit amount shown takes into consideration the ability to elect a joint and survivor annuity form of payment as well as the ability to elect to receive the annuity as a lump sum. For SRP and DB ERP benefits, from each NEOs qualifiedthe present value represents the value of the benefit payable at age 60 (or immediately if over age 60). Present values shown here are based on the mortality and nonqualified pension plans showndiscount rate assumptions used in the PensionDecember 31, 2020, FASB ASC Topic 715, “Compensation-Retirement Benefits, table on page 63,” except where needed to meet proxy statement requirements. The discount rates used for calculations as of December 31, 2020, for the SRP is 2.73%; for the DB ERP is 1.98%; and for the aggregate balanceGM Canada Salaried Plan is 2.70%.

(3)

Mr. Jacobson and Mr. Engle are only eligible to participate in DC plans offered by the Company.

(4)

Mr. Carlisle is a participant in the GM Canada Salaried Plan due to each NEO that is shown in the his service with GM Canada.

u

Nonqualified Deferred Compensation table above.Plan

For purposes

We maintain certain deferred compensation programs and arrangements for executives.

The DC ERP allows for the equalization of benefits for highly compensated salaried employees under the Retirement Savings Plan when such employees’ contribution and benefit levels exceed the maximum limitations on contributions and benefits imposed by Section 2004 of Employment Retirement Income Security Act of 1974, commonly known as ERISA, as amended, and Sections 401(a)(17) and 415(c)(1)(A) of the IRC, as amended. The DC ERP is maintained as an unfunded plan, and we bear all expenses for administration of the plan and payment of amounts to participants.

Aggregate account balances disclosed below include both vested and unvested contributions by the Company. Contributions made prior to 2007 vested immediately. Contributions made between January 1, 2007, and September 30, 2012, vest when the participant attains age 55 with 10 years of the following table, the Company describes these terminations and potential payments:

 

78

LOGO

service and the benefit is payable as a five-year certain annuity with payments starting upon the retirement of the executive and continuing for 60 months. Contributions made on or after October 1, 2012, vest when the participant attains three years of service, regardless of age, and the benefit is payable as a 100% lump sum upon the retirement of the executive.

The table below reflects December 31, 2020, balances for the nonqualified deferred compensation plan and any contributions, earnings, or withdrawals during the year.

       
  Name Plan  

Executive

Contributions

in the Last

Fiscal Year

($)

  

Registrant

Contributions

in the Last

Fiscal Year(1)

($)

  

Aggregate

Earnings

in the Last

Fiscal Year(2)

($)

  

Aggregate

Withdrawals

and

Distributions

($)

  

Aggregate

Balance at 2020

Fiscal

Year End(3)

($)

 

Mary T. Barra

  DC ERP   —   347,466   509,501   —   3,905,614 

Paul A. Jacobson

  DC ERP   —   —   —   —   — 

Mark L. Reuss

  DC ERP   —   175,667   274,233   —   1,826,441 

Douglas L. Parks

  DC ERP   —   107,433   108,200   —   829,900 

Stephen K. Carlisle

  DC ERP   —   125,239   14,812   —   703,068 

Dhivya Suryadevara

  DC ERP   —   81,000   (49,171)   426,300   — 

John P. Stapleton

  DC ERP   —   79,613   91,866   —   781,958 

Barry L. Engle II

  DC ERP   —   60,000   31,655   477,389   — 

(1)

The amounts shown are included in All Other Compensation in the Summary Compensation Table.

(2)

The amounts shown are not reported in Change in Pension Value and Nonqualified Deferred Compensation Earnings in the Summary Compensation Table because we do not pay above-market earnings on deferred compensation in retirement plans.

(3)

The following amounts have been included in the Summary Compensation Table in prior years: $2,353,005 (Ms. Barra), $1,075,266 (Mr. Reuss), $183,732 (Ms. Suryadevara), and $98,400 (Mr. Engle).

u

Potential Payments Upon Termination

The Company does not maintain individual employment agreements with any NEO that provide guaranteed payments in the event of a termination of employment or change in control. In the event that an NEO’s position with the Company is eliminated, including the elimination of the NEO’s position as a result of a change in control, the NEO would be eligible for a severance payment under the Executive Severance Program.

The table below shows the potential payments to each NEO assuming a termination of employment on December 31, 2020, due to the following events: voluntary separation or termination for cause, qualifying termination under the Executive Severance Program, full career status retirement, disability, death, or change in control with termination of employment. Each of the separation events is described in more detail below. These provisions are generally applicable to participants in each of the applicable plans and are not reserved only for NEOs. The payments below are in addition to the present value of the accumulated benefits from each NEO’s qualified and nonqualified pension plans shown in the Pension Benefits table on page 78 of this Proxy Statement and the aggregate balance due to each NEO that is shown in the Nonqualified Deferred Compensation Plan table above.

LOGO79

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

Voluntary Separation or Termination for Cause — A voluntary separation occurs when an executive voluntarily terminates employment with the Company. A full career status retirement receives different treatment, as discussed below. A termination for cause occurs when an executive is 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, the executive generally forfeits all outstanding equity awards and is not eligible for any award or payment under the STIP.

Executive Severance Program — A separation occurs when an executive’s position is eliminated or the Company and an executive agree to mutually end the employment relationship. An executive will be eligible to receive a severance payment from the Company calculated based on his or her position and reflected as a multiple of base salary, COBRA, and a STIP award at target. An executive may receive cash payments of the value of the equity awards that are scheduled to vest within the next year after separation at the time of vesting. Unvested Stock Options are usually forfeited. An executive is also eligible for outplacement assistance based on position. All the potential payments are contingent upon the executive entering into a mutual separation agreement.

Full Career Status Retirement — A full career status retirement occurs when an executive reaches the age of 55 with 10 or more years of continuous service with the Company, or age 62 or older, at which time the executive voluntarily separates from the Company. An executive who enters into a separation or severance agreement cannot also elect full career status retirement.

In the event of a full career status retirement, the executive is generally eligible for a prorated STIP award based on his or her date of retirement in the performance year and once final performance has been determined. RSUs granted within one year prior to the date of retirement are prorated based on the date of retirement. RSUs granted more than one year prior to the date of retirement continue to vest in accordance with their vesting schedule. PSUs granted within one year prior to the date of retirement are prorated based on the date of retirement and will be adjusted for final company performance against the performance measures contained in the 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 Company performance and be settled following approval of such performance. Stock Options granted within one year prior to the date of retirement are prorated based the date of retirement. Stock Options granted more than one year prior to the date of retirement will continue to vest in accordance with their vesting schedule.

Disability — Disability occurs when an executive terminates employment by reason of his or her inability to engage in any gainful activity due to a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The executive is eligible for a full-year STIP award related to the year in which termination occurs once final Company performance has been determined. RSUs continue to vest according to their vesting schedule. 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 Company performance and be settled following approval of such performance. Stock Options will continue to vest in accordance with their vesting schedule.

Death — Following the death of an executive, the beneficiary of the executive will be eligible to receive the full-year STIP award subject to adjustment for final Company performance. RSUs immediately vest in full and are settled within 90 days of death. PSUs vest immediately upon death and will remain outstanding until the end of the performance period, at which time they will be adjusted for final Company performance and be settled following approval of such performance. Stock Options vest immediately upon death.

80

LOGO

Change in Control (Double Trigger) — In the event of a termination of employment resulting from a change in control, an executive will be eligible for severance under the Executive Severance Program that provides a severance payment based on position and a multiple of base salary and COBRA. An executive will also receive a STIP award at target and the STIP award for the prior year, if such award has been determined but not paid. If the STIP award for the prior year has not been determined, the award shall be determined at target and paid. All RSU awards will generally vest and become payable immediately prior to the change in control. For PSUs, the performance period will end immediately prior to the change in control and awards will be determined based on actual performance and converted to a time-based award. Stock Options immediately vest and are exercisable upon termination as a result of a change in control.

Amounts shown below are calculated by assuming that the relevant employment termination event occurred on December 31, 2020.

        
  Name  

Compensation

Element(1)(2)(3)

  

Voluntary

Separation or

Termination

for Cause

   

Executive

Severance

Program

   Retirement(4)   Disability   Death   

Change in

Control with

Termination

 

Mary T. Barra

  Cash   —    4,239,507    —    —    —    4,224,507 
  STIP   —    4,200,000    3,570,000    3,570,000    3,570,000    4,200,000 
  LTIP   194,875    21,492,573    49,447,126    49,447,126    49,447,126    49,447,126 
   TOTAL   194,875    29,932,080    53,017,126    53,017,126    53,017,126    57,871,633 

Paul A. Jacobson

  Cash   —    1,529,573    —    —    —    1,514,573 
  STIP   —    1,250,000    —    1,062,500    1,062,500    1,250,000 
  LTIP   —    —    —    3,797,777    3,797,777    3,797,777 
   TOTAL   —    2,779,573    —    4,860,277    4,860,277    6,562,350 

Mark L. Reuss

  Cash   —    2,004,598    —    —    —    1,989,598 
  STIP   —    1,625,000    1,381,300    1,381,300    1,381,300    1,625,000 
  LTIP   120,631    6,589,341    17,019,727    17,019,727    17,019,727    17,019,727 
   TOTAL   120,631    10,218,939    18,401,027    18,401,027    18,401,027    20,634,325 

Douglas L. Parks

  Cash   —    1,308,380    —    —    —    1,293,380 
  STIP   —    1,062,500    903,100    903,100    903,100    1,062,500 
  LTIP   71,912    1,537,826    6,753,296    6,753,296    6,753,296    6,753,296 
   TOTAL   71,912    3,908,706    7,656,396    7,656,396    7,656,396    9,109,176 

Stephen K. Carlisle

  Cash   —    1,249,470    —    —    —    1,234,470 
  STIP   —    1,000,000    850,000    850,000    850,000    1,000,000 
  LTIP   64,958    2,373,564    7,849,132    7,849,132    7,849,132    7,849,132 
   TOTAL   64,958    4,623,034    8,699,132    8,699,132    8,699,132    10,083,602 

Dhivya Suryadevara(5)

  Cash   —    —    —    —    —    — 
  STIP   —    —    —    —    —    — 
  LTIP   63,631    —    —    —    —    — 
   TOTAL   63,631    —    —    —    —    — 

John P. Stapleton

  Cash   —    970,880    —    —    —    955,880 
  STIP   —    781,300    —    664,100    664,100    781,300 
  LTIP   52,258    1,208,830    —    5,032,160    5,032,160    5,032,160 
   TOTAL   52,258    2,961,010    —    5,696,260    5,696,260    6,769,340 

Barry L. Engle II(6)

  Cash   —    1,293,380    —    —    —    — 
  STIP   —    1,062,500    —    —    —    — 
  LTIP   —    1,234,348    —    —    —    — 
   TOTAL   —    3,590,228    —    —    —    — 

(1)

Cash amounts shown for Executive Severance Program and Change in Control with Termination are based on the Executive Severance Program. Payments are 2X base salary for the CEO and 1.5X base salary for all other NEOs. Under the Executive Severance Program, the CEO is eligible for a cash payment equal to 24 months of COBRA

LOGO81

premiums and the other NEOs are eligible for a cash payment equal to 18 months of COBRA premiums. There are no cash payments due upon Voluntary Separation or Termination for Cause, – A voluntary separation occurs when an executive voluntarily terminates employment with the Company. A termination Retirement, Disability, or Death.

(2)

STIP amounts shown under Retirement, Disability, and Death are based on final Company performance. STIP amounts shown for cause occurs when an executive is 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 retirements receive different treatment, as discussed below.

Executive Severance Program – A separation occurs when an executive’s position is eliminated and Change in Control with Termination reflect target-level performance. Executives forfeit STIP awards for Voluntary Separation or the Company and an executive agree to mutually end the employment relationship. An executive will be eligible to receive severance pay from the Company calculated based on their position and reflected as a multiple of base salary, COBRA, as well as a STIP award at target. An executive will receive cash payments ofTermination for Cause.

(3)

LTIP amounts shown reflect the value of any unvested RSU awards, PSU awards, and Stock Options that may vest upon termination, including the Salary Reduction RSUs discussed on page 55 of this Proxy Statement. The value of the awards are based on the closing stock price on December 31, 2020, of $41.64. Under the Executive Severance Program, structure equity awards are delivered in cash once vested; the value displayed reflects the value of awards that are scheduledwould be subject to vest within the next year after separation at the time of vesting if the executive enters into a mutual separation agreement. All unvested Stock Options are usually forfeited. An executive is also eligible for outplacement assistancepayment based on position.

Full Career Status Retirement – A full career status retirement occurs when an executive reaches the age of 55 with 10 or more years of continuous service or age 62 or older and the executive voluntarily separates from the Company. If an executive enters into a separation or severance 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 months of active service in the performance yearawards outstanding as of their termination date and once final performance has been determined. RSUs granted within one year prior to the date of retirement are prorated based on months of active service prior to the date of retirement. RSUs granted more than one year prior to the date of retirement continue to vest in accordance with 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 retirement and will be adjusted for final corporate performance against the performance measures contained in the 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 be settled following approval of such performance. Stock options granted within one year prior to the date of retirement are prorated based on months of active service prior to the date of retirement. Stock options granted more than one year prior to the date of retirement will continue to vest in accordance with their vesting schedule. As of December 31, 2017, only 2020.

(4)

Ms. Barra and Mr. StevensMessrs. Reuss, Parks, and Carlisle were eligible for full career status retirement.retirement as of December 31, 2020.

 

(5)

Disability – Disability occurs when an executive terminates employment by reason of their inability to engageMs. Suryadevara’s termination on September 1, 2020, is reflected in any gainful activity due tothe table as 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 tovoluntary separation. The LTIP amount, based on the year in which termination occurs once final performance has been determined. Unvested RSUs continue to vest according to their vesting schedule. Unvested PSUs vest immediately upon such termination and will remain outstanding until the endterms of the performance period,award agreement, reflects prorated Salary Reduction RSUs valued at which time they will be adjusted for final corporate performancethe closing stock price on September 1, 2020, of $29.79. The Salary Reduction RSUs vested and be settled following approvalon April 1, 2021.

(6)

Mr. Engle’s termination on September 1, 2020, is reflected in the table under the Executive Severance Program. The cash amount reflects 1.5X base salary and 18 months of such performance. Stock options will continueCOBRA premiums provided to vestMr. Engle in accordance with their vesting schedule.the Executive Severance Program. The STIP amount reflects a target-level performance cash payment provided to Mr. Engle in accordance with the Executive Severance Program. The LTIP amount reflects the following awards valued at the closing stock price on September 1, 2020, of $29.79:

i) PSUs — Per the Executive Severance Program, reflects target-level performance of unvested PSUs that will vest within one year of termination. Mr. Engle received a cash settlement for the 2018-2020 PSUs that cliff-vested February 13, 2021, upon determination of results for the performance period January 1, 2018–December 31, 2020. The final performance of the 2018–2020 PSU award was 187% and is discussed on page 55 of this Proxy Statement.

ii) Stock Options — Per the Executive Severance Program, reflects unvested Stock Options that will vest within one year of termination and be settled in cash, and reflects vested Stock Options held on the date of termination. The closing stock price was below the strike price of all Stock Options on date of termination, reflecting a zero value. Per the terms of the separation agreement, Mr. Engle retained the ability to exercise vested Stock Options held at termination through April 1, 2021, and for unvested Stock Options held at termination that vested in February 2021, Mr. Engle retained the ability to exercise them through August 31, 2021.

iii) Salary Reduction RSUs — Based on the terms of the award agreement, reflects prorated Salary Reduction RSUs, which vested and settled on April 1, 2021.

 

82

Death – FollowingLOGO

CEO Pay Ratio

Our CEO, who leads our global workforce of 155,000 employees (94,000 are located in the United States and 61,000 are non-U.S. employees) earned $23,657,987 in total compensation in 2020 as reported in the Summary Compensation Table.

To identify our median employee, we:

1.

Excluded all employees (7,037) in the deathfollowing 26 countries under the SEC’s 5% de minimis exception: Australia (273), Chile (213), China (675), Colombia (910), Ecuador (388), Egypt (768), Germany (3), India (2,125), Indonesia (11), Ireland (304), Israel (388), Italy (1), Japan (33), New Zealand (16), Peru (34), Philippines (428), Russia (69), Singapore (7), South Africa (9), Switzerland (14), Taiwan (9), Thailand (138), United Arab Emirates (167), United Kingdom (39), Uruguay (10), and Uzbekistan (5);

2.

Calculated year-to-date payroll as of an executive,November 1, 2020, for all employees excluding the beneficiary ofCEO;

3.

Identified the executive will be eligiblemiddle 51 employees using year-to-date payroll converted to receiveU.S. dollars as a consistently applied compensation measure;

4.

Calculated annual total compensation for the 51 middle employees based on the same SEC requirements that apply to determine total compensation in the Summary Compensation Table; and

5.

Re-ranked all middle 51 employees and selected the median employee.

At GM, we believe that fair and equitable pay is an essential element of any successful organization, and we invest in our employees with market competitive pay and benefits. We compensate our employees to create alignment with the short-term and long-term goals tied to the success of the Company and with our vision of zero crashes, zero emissions, and zero congestion.

Based on our calculation, we can reasonably estimate that our median employee earned $117,566 in 2020, including a change in pension value of $45,884. The ratio of our CEO’s compensation to that of our median employee is estimated to be 201:1.

The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to calculate the median employee, excluding up to 5% of the workforce, and make reasonable estimates and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Other companies have different employee populations, compensation practices, and the ability to utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

LOGO83

Equity Compensation Plan Information

The following table provides information as of December 31, 2020, about the Company’s common stock that may be issued upon the exercise of options, warrants, and rights under all the Company’s existing equity compensation plans.

    
  Plan Category  

Number of Securities to

be Issued Upon Exercise

of Outstanding Options,

Warrants, and Rights

(A)

   

Weighted-Average Exercise

Price of Outstanding Options,

Warrants, and Rights

(B)

   

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation Plan

(excluding securities

reflected in column (A))

(C)

 

Equity compensation plans approved by security holders

   37,820,362(1)    $35.15    61,317,090 

Equity compensation plans not approved by security holders(2)

   254,704(3)    —    15,187 

Total

   38,075,066(4)    $35.15    61,332,277 

(1)

The number includes the following:

a.

23,046,389 shares represent options.

b.

11,888,661 shares represent PSU awards, assuming performance is achieved at target. For performance above target, STIP award subject to adjustment for final corporate and individual performance following determination of the final award. RSUs immediately vest in full and are settled within 90 days of death. PSUs vest immediately upon death and will remain outstanding until the end of the performance period, at which time they will be adjusted for final corporate performance andawards may be settled following approvalin common stock, cash, or a combination of such performance. Stock options vest immediately upon death.

Change in Control (Double Trigger) – In the event of a termination of employment resulting from a change in control, an executive will be eligible for severance under the GM Executive Severance Program that provides a severance payment based on position and multiple of base salary and

64

LOGOboth.

c.

EXECUTIVE COMPENSATION2,885,312 shares represent RSUs.

(2)

2016 Equity Incentive Plan — refer to Note 21 in our 2016 Form 10-K.

(3)

Represents RSUs and PSUs. PSUs may be issued upon achievement of performance conditions.

(4)

Excludes 555,505 stock-based units that are required to be settled in cash pursuant to award agreements.

The following table provides information on share usage for awards granted and performance awards vested/earned during fiscal year 2020 under the Company’s equity compensation plans.

 

   
    Granted   

Performance
Awards

Vested/Earned

 

RSUs

   2,200,000    — 

PSUs

   5,000,000    7,500,000 

Time-Based Stock Options

   6,100,000    — 

Performance-Based Stock Options

   —    4,200,000 

84

LOGO

ITEM NO. 1: ELECTION OF DIRECTORS

 

COBRA. Executives also receive a STIP award at target and the STIP award for the prior year, if such award has been determined, but not paid. If the STIP award for the prior year has not been determined, the award shall be determined at target and paid. All RSU awards will generally vest and become payable immediately prior to the change in control.

The Board has nominated 12 directors — Ms. Barra, Mr. Bush, Ms. Gooden, Mr. Jimenez, Ms. Mendillo, Ms. Miscik, Ms. Russo, Mr. Schoewe, Ms. Stephenson, Mr. Tatum, Mr. Wenig, and Ms. Whitman — to be elected to serve on the Board until the next annual meeting of shareholders, or until their successors are duly elected and qualified, or until his or her earlier resignation or removal.

If any nominee becomes unable to serve, proxies will be voted for the election of such other person

For PSUs, the performance period will end immediately prior to the change in control, and awards will be determined based on actual performance and converted to a time-based award. Stock options immediately vest and are exercisable upon termination as a result of a change in control.

as the Board may designate unless the Board chooses to reduce the number of directors. Each of the directors has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected.

The Board believes that GM has the right Board at the right time and that these directors collectively possess the right mix of skills, qualifications, and experiences to make strategic decisions that strengthen our business today and position it for long-term success.

 

 

Amounts shown in

The Board recommends a vote FOR each of the following table are calculated by assuming that the relevant employment termination event occurred on December 31, 2017.nominees.

 

  Name  

Compensation

Element(1)(2)(3)

  

Voluntary

Separation or

Termination

for Cause

   

Executive

Severance

Program

   Retirement(4)   Disability   Death   

Change in

Control with

Termination

 
  Mary T. Barra  

Cash

 

   

 

—

 

 

 

   

 

4,261,875

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

4,246,875

 

 

 

  

STIP

 

   

 

—

 

 

 

   

 

4,200,000

 

 

 

   

 

4,326,000

 

 

 

   

 

4,326,000

 

 

 

   

 

4,326,000

 

 

 

   

 

4,200,000

 

 

 

  

LTIP

 

   

 

—

 

 

 

   

 

22,277,081

 

 

 

   

 

57,633,624

 

 

 

   

 

68,476,813

 

 

 

   

 

68,476,813

 

 

 

   

 

68,476,813

 

 

 

   

TOTAL

 

   

 

—

 

 

 

   

 

30,738,956

 

 

 

   

 

61,959,624

 

 

 

   

 

72,802,813

 

 

 

   

 

72,802,813

 

 

 

   

 

76,923,688

 

 

 

  Charles K. Stevens, III  

Cash

 

   

 

—

 

 

 

   

 

1,700,156

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

1,685,156

 

 

 

  

STIP

 

   

 

—

 

 

 

   

 

1,375,000

 

 

 

   

 

1,416,250

 

 

 

   

 

1,416,250

 

 

 

   

 

1,416,250

 

 

 

   

 

1,375,000

 

 

 

  

LTIP

 

   

 

—

 

 

 

   

 

5,378,585

 

 

 

   

 

14,461,449

 

 

 

   

 

17,568,456

 

 

 

   

 

17,568,456

 

 

 

   

 

17,568,456

 

 

 

   

TOTAL

 

   

 

—

 

 

 

   

 

8,453,741

 

 

 

   

 

15,877,699

 

 

 

   

 

18,984,706

 

 

 

   

 

18,984,706

 

 

 

   

 

20,628,612

 

 

 

  Daniel Ammann  

Cash

 

   

 

—

 

 

 

   

 

2,206,187

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

2,191,187

 

 

 

  

STIP

 

   

 

—

 

 

 

   

 

1,812,500

 

 

 

   

 

—

 

 

 

   

 

1,866,875

 

 

 

   

 

1,866,875

 

 

 

   

 

1,812,500

 

 

 

  

LTIP

 

   

 

—

 

 

 

   

 

8,332,365

 

 

 

   

 

—

 

 

 

   

 

25,514,022

 

 

 

   

 

25,514,022

 

 

 

   

 

25,514,022

 

 

 

   

TOTAL

 

   

 

—

 

 

 

   

 

12,351,052

 

 

 

   

 

—

 

 

 

   

 

27,380,897

 

 

 

   

 

27,380,897

 

 

 

   

 

29,517,709

 

 

 

  Mark L. Reuss  

Cash

 

   

 

—

 

 

 

   

 

1,850,156

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

1,835,156

 

 

 

  

STIP

 

   

 

—

 

 

 

   

 

1,500,000

 

 

 

   

 

—

 

 

 

   

 

1,545,000

 

 

 

   

 

1,545,000

 

 

 

   

 

1,500,000

 

 

 

  

LTIP

 

   

 

—

 

 

 

   

 

7,070,775

 

 

 

   

 

—

 

 

 

   

 

21,387,781

 

 

 

   

 

21,387,781

 

 

 

   

 

21,387,781

 

 

 

   

TOTAL

 

   

 

—

 

 

 

   

 

10,420,931

 

 

 

   

 

—

 

 

 

   

 

22,932,781

 

 

 

   

 

22,932,781

 

 

 

   

 

24,722,937

 

 

 

  Alan S. Batey  

Cash

 

   

 

—

 

 

 

   

 

1,587,656

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

1,572,656

 

 

 

  

STIP

 

   

 

—

 

 

 

   

 

1,281,250

 

 

 

   

 

—

 

 

 

   

 

1,319,688

 

 

 

   

 

1,319,688

 

 

 

   

 

1,281,250

 

 

 

  

LTIP

 

   

 

—

 

 

 

   

 

4,984,671

 

 

 

   

 

—

 

 

 

   

 

14,834,154

 

 

 

   

 

14,834,154

 

 

 

   

 

14,834,154

 

 

 

   

TOTAL

 

   

 

—

 

 

 

   

 

7,853,577

 

 

 

   

 

—

 

 

 

   

 

16,153,842

 

 

 

   

 

16,153,842

 

 

 

   

 

17,688,060

 

 

 

  Karl-Thomas Neumann(5)  

Cash

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

  

STIP

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

  

LTIP

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

TOTAL

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

 

(1)

Cash amounts shown for Executive Severance Program and Change in Control with Termination are based on the Executive Severance Program. Payments are 2X Base for the CEO and 1.5X Base for all other NEOs. Under the Executive Severance Program, the CEO is eligible for a cash payment equal to 24 months of COBRA premiums, and the other NEOs, 18 months of COBRA premiums. There are no cash payments due upon Full Career Status Retirement, Disability, or Death.

LOGO

FOR

 

(2)

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 Executive Severance Program and Change in Control with Termination reflect target-level performance. Executives forfeit STIP awards for Voluntary Separation or Termination for Cause.

(3)

LTIP amounts reflect the value of unvested RSU awards, PSU awards, and Stock Options that may vest upon termination. The value of the awards is based on GM’s closing stock price on December 29, 2017, of $40.99. For the Executive Severance Program, RSU awards and PSU awards are delivered in cash once vested; the value displayed reflects the value of awards that would be subject to payment based on awards outstanding as of December 31, 2017.

(4)

Only Ms. Barra and Mr. Stevens were eligible for retirement as of December 31, 2017.

(5)

Dr. Neumann left the Company on March 1, 2018. Dr. Neumann’s termination constituted a Voluntary Separation, and no payments were made, as reflected in the table.

 

LOGO

65
LOGO85 

EXECUTIVE COMPENSATION

u

CEO Pay Ratio

Our CEO, who leads our global workforce of 180,000 (103,000 are located in the United States and 77,000 arenon-U.S. employees) had $21,958,048 in Annual Total Compensation in 2017 as reported in the Summary Compensation Table.

To identify our median employee, we:

1.

Excluded all employees (7,519) in the following 26 countries under the SEC’s 5% de minimis exemption: Argentina (199), Belarus (2), Switzerland (26), Chile (215), China (802), Colombia (1,204), Germany (16), Ecuador (853), Egypt (837), Great Britain (57), Indonesia (52), Ireland (195), Israel (187), Italy (705), Japan (42), New Zealand (39), Peru (45), Philippines (277), Russia (117), Singapore (89), Taiwan (9), Uruguay (12), Uzbekistan (8), Venezuela (34), Vietnam (375), and South Africa (1,122)

2.

Calculated year-to-date payroll as of November 1, 2017 on all employees, excluding the CEO

3.

Identified the middle 51 employees using year-to-date payroll as a consistently applied compensation measure

4.

Calculated annual total compensation for the 51 middle employees based on the same SEC requirements that apply for determining total compensation of each NEO in the Summary Compensation Table

5.

Re-ranked all middle 51 employees and selected the median employee

Based on our calculation we can reasonably estimate that our median employee’s annual total compensation was $74,487 per year. The ratio of our CEO’s compensation to that of our median employee is estimated to be 295:1.

The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to calculate the median employee, exclude up to 5% of the workforce, and make reasonable estimates and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable with the pay ratio reported above. Other companies have different employee populations and compensation practices and the ability to utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

66

LOGO

EXECUTIVE COMPENSATION

Equity Compensation Plan Information

The following table provides information as of December 31, 2017, about the Company’s common stock that may be issued upon the exercise of options, warrants, and rights under all the Company’s existing equity compensation plans.

  Plan Category  

Number of Securities to

be Issued Upon Exercise

of Outstanding Options,

Warrants, and Rights

(A)

  

Weighted-Average Exercise

Price of Outstanding Options,

Warrants, and Rights

(B)

   

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation Plan

(excluding securities

reflected in column (A))

(C)

 

Equity compensation plans approved by security holders

 

    

 

43,700,545

 

(1)  

 

  

 

$32.04

 

 

 

   

 

43,807,105

 

 

 

Equity compensation plans not approved by security holders(2)

 

    

 

5,852,700

 

(3)  

 

  

 

—

 

 

 

   

 

15,187

 

 

 

Total

 

    

 

49,553,245

 

(4)  

 

  

 

$32.04

 

 

 

   

 

43,822,292

 

 

 

(1)

The number includes the following:

a.25,899,063 shares represent options.

b.13,894,395 shares represent PSU awards assuming performance is achieved at target. For performance above target, awards may be settled in common stock, cash, or a combination of both.

c.3,907,087 shares represent RSUs.

(2)

2016 Equity Incentive Plan, refer to Note 21 in our Annual Report on Form10-K for the fiscal year ended December 31, 2016.

(3)

Represents RSUs, restricted stock, and PSUs. PSUs may be issued upon achievement of performance conditions.

(4)

Excludes 3,301,608 stock based units that are required to be settled in cash pursuant to award agreements.

The following table provides information on share usage for awards granted and performance awards vested/earned during fiscal year 2017 under the Company’s equity compensation plans.

    Granted(1)   Performance Awards
Vested/Earned		 

RSUs

 

   

 

1,000,000

 

 

 

   

 

—

 

 

 

RSAs

 

  

 

 

 

 

—

 

 

 

 

   

 

—

 

 

 

PSUs

 

   

 

5,200,000

 

 

 

   

 

6,500,000

 

 

 

Time-Based Stock Options

 

  

 

 

 

 

6,500,000

 

 

 

 

  

 

 

 

 

—

 

 

 

 

Performance-Based Stock Options

 

   

 

—

 

 

 

   

 

—

 

 

 

(1)

Excludes 4,000,000 stock based units that are required to be settled in cash pursuant to award agreements.

LOGO

67

ITEM NO. 22:

 – APPROVAL OF,BOARD PROPOSAL TO APPROVE, ON
AN ADVISORY BASIS, NAMED
EXECUTIVE OFFICER COMPENSATION

Executive compensation is an important matter for our shareholders. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide you with the opportunity to vote to approve, on a nonbinding

Executive compensation is an important matter for our shareholders. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide you with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our NEOs, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC (sometimes referred to as “Say-on-Pay”). The Board has adopted a policy providing for an annual Say-on-Pay advisory vote.

The Compensation Committee has approved the compensation arrangements for our NEOs described in the Executive Compensation section beginning on page 41 and the accompanying compensation tables beginning on page 69 of our named executive officers, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC (sometimes referred to as“Say-on-Pay”).

The Compensation Committee has approved the compensation arrangements for our named executive officers described in our Compensation Discussion and Analysis beginning on page 35 and accompanying compensation tables beginning on page 57 in this Proxy Statement. We urge you to read the Compensation Discussion and Analysis for a more complete understanding of our executive compensation plans, including our compensation philosophy and objectives and the 2017 compensation of named executive officers.

complete understanding of our executive compensation plans, including our compensation philosophy, our objectives, and the 2020 compensation of our NEOs.

We are asking shareholders to vote in favor of the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables, and the related narrative discussion, is hereby APPROVED.

As an advisory vote, this proposal is nonbinding. Although the vote on this item is nonbinding,non-binding, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for named executive officers.NEOs.

The nextSay-on-Pay vote will occur at our 2019 Annual Meeting and the nextSay-on-Frequency vote will occur at our 2020 Annual Meeting.

 

 

Vote Required

The affirmative vote of a majority of the shares of our common stock present or represented by proxy and entitled to vote at the Annual Meeting is required for approval of this proposal. If you own shares through a broker, bank, or other nominee, you must instruct your broker, bank, or other nominee on how to vote your shares to ensure that your shares will be represented and voted on this proposal.

 

The Board of Directors recommends a voteFOR the advisory proposal to approve named executive officer compensation.

 

LOGO

FOR

6886 

LOGOLOGO

ITEM NO. 3

ITEM NO. 3: – RATIFICATION OF THE SELECTION OF  ERNST & YOUNG LLP AS THE COMPANY’S  INDEPENDENT REGISTERED  PUBLIC ACCOUNTING FIRM FOR 2018

BOARD PROPOSAL TO RATIFY THE
SELECTION OF ERNST & YOUNG LLP
AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2021

 

LOGO

The ProcessAudit Committee is directly responsible for the appointment, compensation, retention, and Scopeoversight of the RFP

The Committee conducted a competitive process to select the Company’s independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee evaluates the selection of the Company’s independent auditors each year and determines whether to reengage the current independent auditors or consider other firms. Following this process, the Audit Committee made the determination to re-engage Ernst & Young LLP as the Company’s independent auditors for the Company’s fiscal year ending December 31, 2018. The Committee invited several2021.

Criteria for Re-Engaging EY. EY has served as the Company’s independent registered public accounting firms to participate infirm since 2017 when the Audit Committee selected them as part of a competitive and comprehensive request for proposal (“RFP”) process. Through this process. TheRFP process, the Audit Committee evaluated the proposals of the independent registered public accounting firms and consideredbased on several key factors, including audit quality; the benefits of tenure versus fresh perspective; cultural fit and business acumen; innovation and technology; potential transition risks; auditor independence; and the appropriateness of fees relative to both efficiency and audit quality.

The Outcome of the RFP

Following review of the RFP proposals, These critical factors continue to drive the Audit Committee selected EY asCommittee’s priorities with respect to the selection and retention of the Company’s independent registered public accounting firm forauditors. Based on its annual review, the Company’s fiscal year ending December 31, 2018. The Audit Committee believes that the engagementcontinued

retention of EY as the Company’sour independent registered public accounting firm for 2018auditors is in the best interestinterests of our shareholders.

Shareholder Ratification of Our Selection of EY. As a matter of good corporate governance, the Board submits the selection of the Company and its shareholders. The Board of Directors recommends thatindependent auditors to our shareholders ratify the Audit Committee’s selection of EY as the Company’s independent registered public accounting firm for 2018.ratification. If the shareholders do not ratify the selection of EY, as the independent registered public accounting firm for the Company for 2018, theAudit Committee will reconsider whether to engage EY, but may ultimately determine to engage EY or another audit firm without resubmitting the matter to shareholders. Deloitte & Touche LLP (“Deloitte”) and its predecessor companies had been GM’s or General Motors Corporation’s auditors since 1918.

Even if the shareholders ratify the selection of EY, the Audit Committee may, in its sole discretion, terminate the engagement of EY and direct the appointment of another independent registered public accounting firm at any time during the year, although it has no current intention to do so.

The BoardWe Expect EY to Attend Our Annual Meeting. We expect that representatives of Directors recommendsEY will be present at the Annual Meeting. They will have an opportunity to make a voteFOR the proposalstatement if they so desire and are expected to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for GM and its subsidiaries for 2018.be available to respond to appropriate questions from shareholders.

WHAT IS THE AUDIT COMMITTEE’S FUNCTION RELATIVE TO THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM? The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. In 2017,For additional information concerning the Audit Committee conducted a comprehensive request for proposal (“RFP”) process, which resulted inand its activities with EY, see “Corporate Governance—Board Committees” on page 18 and the Audit“Audit Committee selecting a new independent registered public accounting firm for 2018 – Ernst & Young LLP (“EY”). For additional information about our change in independent registered public accounting firms, see Appendix B.Report” on pages 38 to 39 of this Proxy Statement.

The Board recommends a vote FOR the proposal to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for 2021.

LOGO

FOR

 

LOGO

LOGO		  6987 

ITEM NO. 3 – RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS

THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018

Audit Committee Report

The Audit Committee (the “Committee”) of the General Motors Board of Directors is a standing committee composed of four directors: Thomas M. Schoewe (Chair), Linda R. Gooden, Jane L. Mendillo, and Michael G. Mullen.

LOGO

LOGO

Purpose

The Committee’s core purposes are to assist the Board by providing oversight of:

u

The quality and integrity of GM’s financial statements;

u

GM’s compliance with legal and regulatory requirements; and

u

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

The Committee operates under a written charter adopted by the Committee and approved by the Board of Directors. The Committee’s charter is posted on our website atgm.com/investors/corporate-governance.The Committee’s charter is reviewed at least annually and updated as necessary

to address changes in regulatory requirements, authoritative guidance, evolving oversight practices, and shareholder feedback.

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

Required Disclosures

In 2017, the Committee met seven times and fulfilled all of its core charter obligations, spending a significant amount of time on completing a request for proposal process for independent audit services. The Committee conducted an extensive and competitive review involving a number of accounting firms and subsequently appointed EY as the Company’s independent registered public accounting firm for fiscal year 2018. EY will also providenon-audit services, including among others, cybersecurity and information technology assessment services and tax planning and advice and tax compliance, which are also areas of importance to the Committee. Deloitte was the Company’s independent registered public accounting firm for fiscal year 2017. The Committee has also reviewed and amended its charter and the Company’s Code of Conduct, “Winning with Integrity.”

Consistent with its charter responsibilities, the Committee met and held discussions with management and Deloitte regarding

the Company’s audited financial statements and internal controls for the year ended December 31, 2017. In this context, management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Committee reviewed and discussed the consolidated financial statements with management and the auditor and further discussed with the auditor the matters required to be discussed by the standards of the PCAOB.

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

Recommendation

Based upon the Committee’s discussions with management and the auditor as described in this report and the Committee’s review of the representation of management and the reports of the auditors to the Committee, the Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2017, as filed with the U.S. Securities and Exchange Commission on February 6, 2018.

Audit Committee

Thomas M. Schoewe (Chair)

Linda R. Gooden

Jane L. Mendillo

Michael G. Mullen

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

REASONS FOR SELECTION TO COMMITTEEWhen selecting directors to serve on the Committee, the Governance Committee and Board of Directors considers, among other factors: independence, financial literacy and expertise, and individual skills. FINANCIAL LITERACY AND EXPERTISE The Board has determined that all members of the Committee are financially literate and that Mr. Schoewe, Ms. Gooden, and Ms. Mendillo qualify as “audit committee financial experts” as defined by the SEC’s regulations.

70

LOGO

ITEM NO. 3 – RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS

THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018

Fees Paid to Independent Registered Public Accounting Firm

The Audit Committee retained Deloitte to audit the Company’s consolidated financial statements and the effectiveness of internal controls, as of and for the year ended December 31, 2017. The Company and its subsidiaries also retained Deloitte and certain of its affiliates, as well as other accounting and consulting firms, to provide various other services in 2017. Deloitte initially presented the proposed annual audit services and their related fees to the Audit Committee for approval on an audit-year basis.

The services performed by Deloitte in 2017 were preapproved in accordance with the preapproval policy and procedures established by the Committee. This policy requires that prior to the provision of services by the auditor, the Committee will be presented, for consideration, with a description of the types of Audit-Related, Tax, and All Other Services expected to be performed by the auditor during the fiscal year, with amounts budgeted for each category (Audit-Related, Tax, and All Other Services). Any requests for such services for $1 million or more not contemplated and approved by the Committee initially must thereafter be submitted to the Audit Committee (or the Chair of the Committee in an urgent case) for specific preapproval. Requests for services less than $1 million individually can be approved by management based on the amounts approved for each category. Management must report actual spending for each category to the full Audit Committee periodically during the year.

These services are actively monitored (both spending and work content) by the Committee to maintain the appropriate objectivity and independence in Deloitte’s core work, which is the audit of the Company’s consolidated financial statements and internal controls. The Committee determined that all services provided by Deloitte in 2017 were compatible with maintaining the independence of Deloitte.

The following table summarizes Deloitte fees billed or expected to be billed in connection with 2017 services. For comparison purposes, actual billings for 2016 services are also displayed.

  Type of Fees  

2017

($ in millions)

   

2016

($ in millions)

 

 

Audit

 

  

 

 

 

 

26

 

 

 

 

  

 

 

 

 

33

 

 

 

 

 

Audit-Related

 

  

 

 

 

 

6

 

 

 

 

  

 

 

 

 

6

 

 

 

 

 

Tax

 

  

 

 

 

 

5

 

 

 

 

  

 

 

 

 

5

 

 

 

 

 

Subtotal

 

  

 

 

 

 

37

 

 

 

 

  

 

 

 

 

44

 

 

 

 

 

All Other Services

 

  

 

 

 

 

6

 

 

 

 

  

 

 

 

 

6

 

 

 

 

 

TOTAL

 

  

 

 

 

 

43

 

 

 

 

  

 

 

 

 

50

 

 

 

 

Audit Fees – Includes fees for the integrated audit of the Company’s annual consolidated financial statements and attestation of the effectiveness of the Company’s internal controls over financial reporting, including reviews of the interim financial statements contained in the Company’s Quarterly Reports on Form10-Q and audits of statutory financial statements.

Audit-Related Fees – Includes fees for assurance and related services that are traditionally performed by the independent registered public accounting firm. More specifically, these services include employee benefit plan audits, comfort letters in connection with funding transactions, other attestation services, and consultation concerning financial accounting and reporting standards.

Tax Fees – Includes fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.

All Other Fees – Includes fees for other advisory services related to risk management, contract compliance activities, and product-related data enhancement.

LOGOITEM NO. 4:

  71SHAREHOLDER PROPOSAL
REGARDING SHAREHOLDER
WRITTEN CONSENT

ITEM NO. 4 – SHAREHOLDER PROPOSAL REGARDING  INDEPENDENT BOARD CHAIRMAN

James Dollinger, 6193 Stonegate Parkway, Flint, MI 48532, ownerWe will provide the name, address, and share ownership of approximately 50 sharesthe shareholders who submitted this Rule 14a-8 shareholder proposal upon a shareholder’s request. The shareholder proponents are responsible for the content of GM common stock, has given notice that he intends to presentthe proposal for action at the annual meeting the following shareholder proposal:

Shareholders requestwhich we and our Board of Directors to adopt as policy, and amend our governing documents as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. The Board would have the discretion to phase in this policy for the next CEO transition, implemented so it does not violate any existing agreement.

If the Board determines that a Chairman who was independent when selected isaccept no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chairman. This proposal requests that all the necessary steps be taken to accomplish the above.

Caterpillar is an example of a company recently changing course and naming an independent board chairman. Caterpillar

had strongly opposed a shareholder proposal for an independent board chairman as recently as its 2016 annual meeting. Wells Fargo also changed course and named an independent board chairman in 2016.

It was reported that 53% of the Standard & Poors 1,500 firms separate these 2 positions (2015 report): Chairman and CEO. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix.

Having a board chairman who is independent of management is a practice that will promote greater management accountability to shareholders and lead to a more objective evaluation of management. This is of the utmost importance since the automobile industry is undergoing the greatest change since 1900. GM cannot afford to get it wrong.

This proposal topic won impressive 41%-support at our 2017 annual meeting. This 41%-support would have been higher (perhaps 45%) if small shareholders had the same access to corporate governance information as large shareholders.

Please vote to enhance the oversight of our CEO:Independent Board Chairman – Proposal 4.

The Board of Directors recommends a voteAGAINST this proposal for the following reasons:

u  The Board should have the flexibility and is in the best position  to decide who should serve as its Chairman.

u  Ms. Barra’s service as Chairman provides a clear and unified  strategic vision for GM that fosters a nimble and responsive  Board.

u  GM’s strong Independent Lead Director and commitment to  governance best practices already ensure management  accountability to shareholders by independent directors.

Your Board should have the flexibility and is in the best position to determine who should serve as Chairman – whether that person is an independent director or CEO.responsibility.

GM operates in a very competitive and fast-changing industry. Your Board and management must constantly assess industry change and disruption. Your Board is composed of directors with diverse backgrounds, experience, perspectives, andin-depth knowledge about the Company. With this expertise, it is uniquely positioned to evaluate the Company’s key challenges and needs, including the optimal Board leadership structure.

It is critical that your Board have the flexibility to choose the best person to serve as Chairman and not be arbitrarily constrained by aone-size-fits-all policy that has been empirically shown to have little relation to long-term shareholder value. The proposal would remove the Board’s current flexibility to determine the

leadership structure that it believes serves the best interests of the Company and its shareholders.

Your Board evaluates its leadership structure annually. This review will also occur in connection with any future CEO transition. Although your Board has in the past, and may again in the future, determine that separating the roles of Chairman and CEO would best serve shareholders, your Board presently believes that a combined role, coupled with a strong Independent Lead Director and other governance best practices, is in the best interests of shareholders at this time.

Your Board believes that Mary Barra’s service as Chairman and CEO has provided, and continues to provide, a clear and unified strategic vision for GM during this time of unprecedented industry change.

Your Board supports Ms. Barra’s service as both Chairman and CEO. Her dual service provides the Company with a clear and unified strategic vision, which fosters a more strategically focused Board that is responsive to industry trends and shareholder demands. During Ms. Barra’s tenure, GM has taken bold, strategic actions to grow long-term shareholder value, strengthened its core business and invested to lead in the future of mobility. More recently, with the Board’s full support, she has articulated GM’s vision for zero crashes, zero emissions, and zero congestion, outlined anall-electric future, and announced plans to deploy self-driving vehicles in a dense urban environment in 2019.

72

LOGO

ITEM NO. 4 – SHAREHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN

 

 

 

Ms. Barra’s Board leadership is complementedProposal 4 – Shareholder Right to Act by a strong Independent Lead Director.

While Ms. Barra’sin-depth knowledge of our businesses and understanding ofday-to-day operations brings focused leadership to your Board, the independent directors also recognize the importance of strong independent leadership.    As the Independent Lead Director, Mr. Solso provides leadership and oversight for shareholders, including focus on strategic risk management, compliance, governance, and CEO succession planning. He regularly provides specific input on Board and Committee agendas and attends each Committee meeting. The specific duties of the Independent Lead Director are discussed on page 22 in this Proxy Statement. In addition, Mr. Solso maintains an office at our headquarters in Detroit, where he regularly provides mentorship and counsel to Ms. Barra and other members of senior management.

GM’s strong corporate governance practices reinforce Board independence and management accountability.

The Board has established and maintains numerousbest-in-class governance practices to reinforce and facilitate management accountability and provide meaningful independent oversight, including:

Annual election of directors;

Annual evaluation of CEO performance and compensation bynon-management directors;

Executive sessions held at most Board and Committee meetings without management present;

Six of our seven standing Committees, including the Executive Compensation Committee, are composed entirely of independent directors; and

Directors have unrestricted access to management and independent, outside advisors.

Your Board routinely engages directly with shareholders, reinforcing management accountability.

Since implementing the Director-Shareholder Engagement Policy in 2016, directors have conducted over a dozen individual meetings with our largest shareholders, representing approximately 30% of our outstanding common stock. These

engagements help shape the Board’s perspective on many issues, such as Board leadership, succession planning, and refreshment; executive compensation, including the link between corporate strategy and executive compensation; and corporate responsibility, environmental, social, and other current and emerging issues so that your Board and management can understand and address the issues that are important to our shareholders. Examples of the Board incorporating feedback include proactively adopting proxy access (2016) and making significant changes to our compensation programs (2017). In addition, in connection with last year’s proxy contest with Greenlight Capital, your Board utilized engagement opportunities to discuss its director nominees and strategy for creating long-term shareholder value with investors, which led to an overwhelming victory for GM at the 2017 Annual Meeting.    Your Board’s engagement efforts demonstrate its commitment to ensuring that management and your Board are accountable to shareholders.

Your Board’s current leadership structure is consistent with the practices of the largest U.S. public companies.

According to Shearman & Sterling’s 2017 Corporate Governance & Executive Compensation Survey of the 100 largest

U.S. public companies, only 12 companies have a policy that requires separate individuals to serve as chairman and CEO, while the overwhelming majority of corporate policies provide boards with the flexibility to separate or combine the positions. Contrary to the proponent’s statements, your Board’s flexible approach to its leadership structure does not make it an outlier among its peers.

Therefore, your Board of Directors recommends a voteAGAINST this shareholder proposal.

LOGO

73

ITEM NO. 5 – SHAREHOLDER PROPOSAL REGARDING  SHAREHOLDER RIGHT TO ACT BY  WRITTEN CONSENTWritten Consent

 

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, owner of approximately 100 shares of GM common stock, has given notice that he intends to present for action at the annual meeting the following shareholder proposal:

LOGO

Shareholders request that our board of directors undertaketake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with givinggive shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any appropriate topic for written consent consistent with applicable law.consent.

This proposal topic won majority shareholder95%-support at Dover Corporation and 88%-support at AT&T. It also won our 40% support at 13 major companies inour 2019 annual meeting. The 40% support was likely close to majority support from shareholders who have access to independent proxy voting advice.

It is particularly important to have a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder actionright to act by written consent.consent due to our lame right to call for a special shareholder meeting. It takes 32% of the shares, that typically cast a GM ballot, to call a shareholder special meeting.

A shareholder right to act by written consent affords GM management strong protection for management resistance to modernization during the current rapidly changing business environment. Due to the low shareholder participation in annual meeting elections any action taken by written consent would still need more than 65% supermajority approval from the shares that normally cast ballots at the GM annual meeting to equal a majority from the GM shares outstanding.

A cornerstone of the 2020 management argument regarding written consent was that with special shareholder meetings shareholders can “express their views” on important shareholder proposals. This has been completely blown out of the water in 2019 when GM switched to online meetings before there was even a pandemic. Now in order to be sure of speaking at a GM annual meeting one must submit a proposal like this proposal 5-months in advance.

With the near universal use of tightly controlled online annual shareholder meetings, which can be only 10-minutes of stilted formalities, shareholders are severely restricted in deliberating and making their views known because all challenging questions and comments can be screened out by management.

For instance the Goodyear online shareholder meeting was spoiled by a trigger-happy management mute button for shareholders that was used to quash constructive criticism. AT&T, with 3000 institutional shareholders, did not even allow shareholders to speak at its online shareholder meeting.

Taking action by written consent in lieuplace of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder rightcycle like the election of a new director.

For instance Ms. Patricia Russo, who chaired the GM Governance Committee, received the most negative director votes in 2020—6-times the negative votes received by Ms. Linda Gooden. Plus Ms. Russo seems to act by

be unaware that written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management andcan be structured so that all shareholders outside the annual meeting cycle. More than 100 Fortune 500 companies provide for shareholders to call special meetings and to act by written consent.receive notice.

General Motors shareholders have no right to act by written consent. Shareholders of companies incorporated in Delaware, like General Motors, automatically have the right to act by written consent. However, the GM charter specifically takes away this important right. GM shareholders also do not have the full right to call a special meeting that is available under Delaware law.

This proposal could receive a substantial supporting vote at the 2018 GM annual meeting. It might get a still higher vote if small shareholders would have the advantage of the same access to independent corporate governance recommendations as large shareholders.

Please vote to improve director accountability to shareholders:yes:Shareholder Right to Act by Written Consent –— Proposal 5.4

 

 

7488 

LOGOLOGO

ITEM NO. 5 – SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT

The Board of Directors recommends a voteAGAINST this proposal for the following reasons:

 

GM’s shareholders already have the ability to advance concerns outside the annual meeting process through special meetings.

u  The proposal would significantly limit the right of ALL  shareholders to consider and be heard on important matters.

Shareholders that are able to demonstrate the requisite level of support can call for a special meeting of shareholders in order to advance their concerns and request shareholder action on a matter. Shareholders may call a special meeting with just 25% of shares that would be entitled to vote on a matter — not the 32% the proponent asserts and much less than the 50% threshold that would be needed to take most actions by written consent. The Board believes that this mechanism is preferable to a simple majority written consent provision because all shareholders have the opportunity to assess, discuss, deliberate, and vote on pending actions.

u  The right to call for a special meeting is a preferred, fair, and  transparent mechanism for shareholders to consider  important matters.

A simple-majoritysimple majority written consent provision is NOTnot in the best interests of all shareholders, because it would significantly limit the righteach of ALL shareholderswhom deserves a chance to consider and be heardparticipate on important matters.pending actions.

YourThe Board believes that all shareholders –— not just a simple majority –— should have an opportunity to hear about and express their views on important shareholder proposals. Because there is no requirement that a written consent need not be distributed to all shareholders entitled to vote on a matter, actions permitted to be taken by the written consent of a simple majority of shareholders could deprive many shareholders of the critical opportunity to assess, discuss, deliberate, and vote on pending actions. Notice of any such action by written consent after the fact similarly inhibits this important shareholder right.

Further, a simple-majoritysimple majority written consent provision caters particularly to special and short-term interests. The proposal would permit theseshareholders with special and short-term interests to bypass our existing procedural protections and marginalize smaller shareholders. MultipleIt could also result in multiple shareholder groups could solicitsoliciting written consents simultaneously, some of which may be duplicative or contradictory. In addition, the Board would not have the opportunity to consider the merits of the proposed action and provide its recommendation for shareholder consideration.

The concerns are not merely theoretical. Just last year, GM shareholders overwhelmingly voted against a flawed, high-riskGM’s virtual annual meetings enhance shareholder proposal to create a dual-class of common stock. However, had that proposal been more universally supported it

is not inconceivable that with a simple-majority written consent provision the proponent could have forced adoption of its proposal without resortingparticipation while maintaining transparency and access to the open proxy voting process.Board.

The proponent argues that the proposal is particularly important due to GM’s transition to a virtual annual meeting in 2019 — suggesting shareholders alreadyno longer have a preferable, fair,an opportunity to address their fellow shareholders and transparent mechanism to advance their concerns outsideconcerns. To the contrary, many more shareholders are attending our meetings than ever before. In 2019, the first year we held a virtual annual meeting, attendance more than tripled that of the prior five-year average at in-person meetings, and attendance at our 2020 meeting further increased by nearly 50%. In addition, GM’s virtual annual meetings permit shareholders an opportunity to speak and ask questions live during the meeting process: special meetings.(via telephone and in writing), resulting in a more meaningful experience for our shareholders. A replay of our 2020 Annual Meeting of Shareholders and a summary of the shareholder questions we received (as well as GM’s responses) are available at investor.gm.com/shareholder.

Shareholders that are ableFurther, contrary to demonstrate a relatively modest levelthe proponent’s assertion, GM’s decision to hold virtual annual meetings does not affect the ability of support (25% of shares that would be entitledshareholders to vote) for their concerns can call for a special meeting, of shareholders. Your Board believes that this mechanism is preferable to a simple-majority written consent provision because it is much more fair and transparent to ALL shareholders.GM does not screen out appropriate questions and commentary offered by shareholders at our annual meetings.

GM’s commitment to shareholder engagement and other governance best practices enhances Board accountability and preservesprovides a meaningful voice for shareholders.

The Board has also adopted a variety of other practices and policies that enhance Board accountability to shareholders, including:

•

Annual election of directors;

•

Proxy access rights;

•

Active shareholder engagement process, including a Director-Shareholder Engagement Policy; and

•

Direct line of communication from shareholdersincluding the annual election of directors, proxy access rights, an active shareholder engagement program, and an established channel for shareholder communication with the Board. See pages 27 to 28 of this Proxy Statement for more information regarding GM’s shareholder engagement practices and how you can contact the Board.

In addition, on an annual basis, the Governance Committee reviews GM’s governance program, discusses best practices, and considers shareholder feedback. For a detailed discussion of our governance best practices, see “Proxy Statement Summary—Governance Highlights” on page 3 and “Corporate Governance” on page 20.

Therefore, yourthe Board of Directors recommends a voteAGAINST this shareholder proposal.

 

 

 

LOGO

LOGO		  7589 

ITEM NO. 5:

SHAREHOLDER PROPOSAL REGARDING
A REPORT ON GREENHOUSE GAS
EMISSIONS TARGETS AS A
PERFORMANCE ELEMENT OF
EXECUTIVE COMPENSATION

We will provide the name, address, and share ownership of the shareholders who submitted this Rule 14a-8ITEM NO. 6 shareholder proposal upon a shareholder’s request. The shareholder proponents are responsible for the content of the proposal for which we and our Board accept no responsibility. – SHAREHOLDER PROPOSAL REGARDING  REPORT ON GREENHOUSE GAS EMISSIONS  AND CAFE STANDARDS

 

Whereas: Global action onThe increasing rate and number of climate-related disasters affecting society is causing alarms to be raised within the executive,1 legislative,2 and judicial3 branches of government, making the corporate sector’s contribution to climate mitigation a significant policy issue;

The Commodity Futures Trading Commission recently issued a report4 finding that climate change is accelerating. The Paris Agreement’s goalposes a significant risk to, and could impair the productive capacity of, keeping global temperature rise below 2 degrees Celsius is already shaping global, national,the U.S. economy;

Shareholders are increasingly concerned about material climate risk to both their companies and local policy decisions.their portfolios and seek clear and consistent disclosures from the companies in which they invest;

Transportation accounts forIn response to material climate risk, the steering committee of the Climate Action 100+ initiative (CA100+), a coalition of more than 23 percent of global500 investors with $52 trillion in assets, issued a Net Zero Company Benchmark (Net Zero Benchmark) calling on the largest carbon dioxide emissions; this sector will needemitting companies — including our Company — to deliver major emissions cuts for countries to achieve the Paris goal. (WEO 2017). In the U.S., a recent study found thatwork toward reducing greenhouse gas (GHG) reductions beyond those achievable fromemissions to net zero, improving climate governance, and providing specific climate related financial disclosures;5

An important indicator of company alignment with the Paris Agreement’s 1.5 degree goal is Sub- indicator 8.2, which seeks disclosure on whether the company’s executive remuneration scheme incorporates climate change performance elements (“Executive Remuneration Indicator”);

Indicator 8.2 criteria include: (1)The company’s CEO and/or at least one other senior executive’s remuneration arrangements specifically incorporate climate change performance as a KPI determining performance-linked compensation (reference to ‘ESG’ or ‘sustainability performance’ are insufficient) and (2) that the company’s CEO and/or at least one other senior executive’s remuneration arrangements incorporate progress towards achieving the company’s GHG reduction targets as a KPI determining performance-linked compensation (requires meeting relevant long, medium, and short term targets for Scope 1 — 3 emissions, consistent with net zero emissions by 2050 or sooner).

While GM has set GHG reduction targets,6 it has not reported a remuneration structure that links compensation awards with progress in achieving such targets — a governance best practice for reducing climate risk. Since executive compensation is an effective way to incentivize achievement of performance targets, disclosing relevant metrics can assure investors that management is setting and effectively implementing policies aligned with achieving the Paris 1.5 degree goal. GM’s current vehicle emission reduction standards will be necessary by 2025trajectory is well above 2 degrees,7 and it has continued to meet global climate goals.1

Globally, governments are adopting transportation policies requiring significant fuel economy increases, and are beginning to promote low carbon vehicle technology standards. China will require 40 percent of cars sold by 2030 to be electric and intends to ban vehicles with internal combustion engines. Other countries and cities have announced, and California is considering, similar measures.

Many automakers have announced plans in line with this decarbonizing transportation market. Volvo committed that, by 2019, all new models will be electrified. BMW committed to sell 100,000 electrified vehicles in 2017 and that 20 to 25 percentincrease the size of its sales will beplug-inlarge SUVs and trucks. hybrids or EVs by 2025. General Motors will need to undertake aggressive action to compete successfully in this transition to low carbon transportation.

In 2012, the U.S. issued light duty vehicle rules strengthening GHG emission reduction standards and improving corporate average fuel economy standards (collectively “CAFE standards”). These rules are being challenged by General Motors (GM) and other automakers. 2

The proposed weakening of CAFE standards will lead to additional greenhouse gas emissions, regulatory uncertainty,

and significant reputational risk for automakers. A public, grassroots campaign was recently launched demanding that automakers end their advocacy for rollback of CAFE standards.3

Although over 243,000 GM vehicles with electrification features have been sold as of 2016, this is a very small percentage of the company’s overall fleet sales. GM has announced a decision to accelerate and expand electrification of its global fleet, but has not specified sales targets, percentages of planned electric drive vehicles, or what percentage of its fleet will have electrification features. Coupled with lobbying to weaken CAFE standards, serious questions exist as to whether the company will retreat in reducing fleetwide GHG emissions, especially through 2025, a critical window of opportunity for the industry to meet climate goals. This uncertainty exposes the company to reputational harm, public controversy, and the potential to quickly lose global competitiveness.

General Motors’ actions have created investor concern about the alignment of its fleet emissions with an increasingly low carbon global vehicle market.

Resolved:Resolved: Shareholders request that General Motors, withthe Board oversight, publishof Directors issue a report, at reasonable cost, describingexpense and excluding confidential information, evaluating and disclosing if and how the company has met the criteria of the Executive Remuneration Indicator, or whether our company’s fleet GHG emissions through 2025 will increase, givenit intends to revise its policies to be fully responsive to such Indicator and, if so, when it intends to do so.

Supporting Statement: Proponents suggest, at Company discretion, the industry’s proposed weakening of CAFE standards or, conversely, how GM plansreport also include any rationale for a decision not to retain emissions consistentset and disclose goals in line with current CAFE standards,the Executive Remuneration Indicator decision not to ensure its products are sustainableset and disclose goals in a rapidly decarbonizing vehicle market.

line with the Executive Remuneration Indicator.

 

1 

http:https://ns.umich.edu/new/releases/25157-beyond-epa-s-clean-power-decision-climate-action-window-could-close-as-early-as-2023www.cnn.com/2020/11/11/politics/climate-executive-actions-joe-biden/index.html

2 

https://www.nytimes.com/2017/02/22/business/energy-environment/automakers-pruitt-mileage-rules.html?_r=0www.govtrack.us/congress/bills/subjects/climate_change_and_greenhouse_gases/6040#sort=-introduced date

3 

https://www.sierraclub.org/press-releases/2017/10/go-forward-not-backward-environmental-and-consumer-groups-launch-campaignwww.nature.com/articles/d41586-020-00175-5

4

https://www.cftc.gov/sites/default/files/2020-09/9-9- 20%20Report%20of%20the%20Subcommittee%20on%20Climate- Related%20Market%20Risk%20-%20Managing%20Climate%20 Risk%20in%20the%20U.S.%20Financial%20System%20for%20 posting.pdf

5

https://www.climateaction100.org/wp-content/uploads/2020/12/Net-Zero-Benchmark-Indicators-12.15.20.pdf

6

https://www.gmsustainability.com/_pdf/cdp/Climate_Change_2020_Information_Request-General_Motors_Company.pdf

7

https://2degrees-investing.org/leading-car-company-production-plans-set-to-miss-key-climate-target/

 

 

7690 

LOGOLOGO

ITEM NO. 6 – SHAREHOLDER PROPOSAL REGARDING REPORT ON GREENHOUSE GAS EMISSIONS AND CAFE STANDARDS

The Board of Directors recommends a voteAGAINST this proposal for the following reasons:

 

GM has committed to carbon neutrality in its products and operations.

GM takes the challenge of climate change seriously. In January 2021, we announced plans to be carbon neutral in our global products and operations by 2040. We have also committed to the Business Ambition Pledge for 1.5° and announced that we aspire to eliminate tailpipe emissions from new light-duty vehicles by 2035. GM also plans to source renewable energy to power 100% of its U.S. sites by 2030 and of its global sites by 2035, which represents a five-year acceleration of the Company’s previously announced global goal.

These carbon reduction commitments build upon our announcement in November 2020 that we increased our financial commitment to EVs and AVs to $27 billion through 2025 — up from $20 billion. We also announced that we intend to offer 30 all-electric models globally by mid-decade and that 40% of the Company’s U.S. models will be battery electric by the end of 2025.

GM’s executive compensation practices are aligned with our all-electric future.

As discussed in the Executive Compensation section beginning on page 41 of this Proxy Statement, the Board believes it has the right plans in place to motivate, retain, and drive leaders to deliver results that are aligned with our vison of a future with zero emissions. Our fully independent Executive Compensation Committee works closely with its independent advisor each year to set appropriate metrics for the Company’s incentive compensation programs. The Committee has designed the Company’s short-term incentive plan to incentivize our executive officers to deliver on GM’s key strategic initiatives, many of which are expected to reduce GM’s greenhouse gas (“GHG”) emissions, including executing GM’s EV growth strategy, pursuing science-based targets for carbon reduction, and achieving GHG emissions compliance in all global markets.

The STIP awards build upon the Committee’s established practice of evaluating the performance of each executive based on how he or she performs relative to pre-established strategic goals, which focus on both operational and sustainability results. As a result, sustainability performance on matters such as

GHG emissions targets has impacted our executives’ individual compensation decisions since 2017. We have highlighted our executives’ key 2020 ESG achievements with a leaf in the “Our Company Performance” section on page 42 and the “Performance Results and Compensation Decisions” section beginning on page 54 of this Proxy Statement. In addition, our Sustainability Report, available at gmsustainability.com, provides detailed information on our ESG results and a listing of our ESG-related policies.

GM has a demonstrated track record of taking actions designed to reduce GHG emissions.

Our commitment to a future with zero emissions has been reinforced and demonstrated by our actions:

 

• 

u  GM believes climate change isreal and advocates for climate  action.

u  GM is committed to zero emissions, and we are changing our   business model to succeed in a carbon-constrained world.

uImproved Fuel Efficiency Performance:We are confident that GM’simproved our fleet average GHG emissions will  NOT  increasefrom 331 grams to 314 grams per mile, equivalent to 26.8 to 28.3 miles per gallon, over model years 2012 through 2025.2019.

 

u  GM already provides transparent GHG emissions disclosure.

• 

Reduced GHG Emissions: We achieved a 20% reduction in metric tons of CO2e per vehicle manufactured between 2010 and 2020 — three years ahead of schedule.

• 

Transforming Mobility:We partnered with Cruise and Honda to develop and introduce the Cruise Origin, an all-electric AV that has the ability to reduce the number of vehicles on the road through deployment in ride-sharing platforms.

•

Delivering Goods with a Reduced Carbon Footprint: In January 2021, we announced the launch of BrightDrop, a growth business that will offer an all-electric fleet combined with first-to-last-mile delivery products to reduce emissions in delivery fleets.

GM believes that climate change is real and advocates for climate action.Our executive compensation arrangements already address the objectives of this proposal.

GM acknowledged long ago that climate change is real, and we have consistently advocated – in public forums – for climate action and awareness. GM is a founding member of the Climate Leadership Council, the only automaker to have signed the Ceres BICEP Climate Declaration and one of the first companies to sign the American Business Act on Climate Pledge. In addition, GM supported the goal of a decarbonized transportation sector through a World Economic Forum Auto Governors letter.

We agree with the proponent that aggressive action is required to complete the transition to low-carbon transportation. Effectively addressing a complex challenge like climate change requires collaboration among various stakeholders from both inside and outside the auto industry. To that end, we frequently engage stakeholders in a variety of ways, with the goal of creating a meaningful dialogue to develop effective ways to combat climate change. A critical part ofBecause our strategy is regular engagement with an external sustainability stakeholder advisory group – which we have invited the proponent to join – that is coordinated through Ceres, a nonprofit organization advocating for corporate sustainability leadership. This group, now in its eighth year, consists of nongovernmental organizations, socially conscious investors, academics, a peer company, a fleet customer, and a supplier, to help inform our sustainability strategy as well as provide feedback about opportunities and challenges.

GM is committed to zero crashes, zero emissions, and zero congestion, and we are changing our business to succeed in a carbon-constrained world.

We believe that the convergence of connectivity, electric and other alternative propulsion systems, autonomous vehicles and the sharing economy will truly enable us to stretch the boundaries of what is possible in addressing climate change and developing vehicles that are safer, smarter, cleaner, and more energy-efficient than ever before. To advance our vision of a zero emissions world, we will introduce 20 newall-electric vehicles by 2023. In addition, we are also pursuing a variety of strategies to

improve the fuel efficiency of our internal combustion engine vehicles, including light-weighting, improved aerodynamics, shifting to downsized turbo engines, and incorporating stop/start technology in more of our vehicles. Although a zero emissions future won’t arrive overnight, GMexecutive compensation is already loweringlinked to GM’s ongoing efforts to reduce GHG emissions from itsour products and facilities – GM has committed to using 100% renewable energy in its operations, preparation of the report requested by 2050. These actions and others make us confident that GM’s fleet average GHG emissions will NOT increase through 2025.

Regardlessproponents is neither necessary nor a good use of any changes to U.S. CAFE standards, GM’s commitment to zero emissions will not change.Company resources.

We support one national set of standards that comprehends new technologies and shared and autonomous electric vehicles, and we remain committed to improving fuel economy, reducing emissions, and an all-electric future. Regardless of any proposals relative to CAFE standards for cars and light trucks for model years 2022–2025, our overall commitment to zero emissions and our strategy to achieve that commitment will not change. Nothing showcases this commitment more than our leadership in electric vehicles and the Chevrolet Bolt EV – the first EV for everyone with 238 miles of range on a single charge and a price of less than $30,000 after tax incentives.

GM already provides transparent GHG emissions disclosure.

GM’s annual Sustainability Report (available atgmsustainability.com) discloses GM’s progress on our products’ fuel efficiency and emissions goals as well as our approach to fuel economy regulations around the world. GM also annually discloses our GHG emissions performance in its CDP Climate Change Report (formerly known as the Carbon Disclosure Project), which is publicly available through our Sustainability Report.

We look forward to working with all parties, including the proponent, on modernized standards that achieve better fuel economy for our customers and a better environment for everyone.

“Our commitment on an all-electric, zero-emissions future is unwavering regardless of any modifications to future fuel economy standards, especially in the United States.”

–  Mary Barra, Chairman & CEO, at the Bank of America Merrill Lynch 2018 New York Auto Summit on March 28, 2018

Therefore, yourthe Board of Directors recommends a voteAGAINST this shareholder proposal.

 

 

LOGO

LOGO		  7791 

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Voting and Meeting Information

 

u 

VotingBoard Recommendations and Meeting InformationVote Requirements*

Vote requirements and Board recommendations

 

 Agenda 

 Item

  Description 

Board

Recommendation

  Vote Requirement for
Approval		 

Effect of

Abstentions

 

Effect of

Broker

Non-VoteNon-Votes

1

  Board Proposal Regarding Election of Directors(1) FOR  Majority of votes cast No effect No effect

2

  Approval of,Board Proposal to Approve, on an Advisory Basis, NEO compensationNamed Executive Officer Compensation FOR  

Majority of shares present

(in person or by proxy)

and entitled to vote

 

Counted as


“AGAINST”

 No effect

3

  Ratification of

Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 20182021

 FOR 

Counted as


“AGAINST”

 Discretionary Votevote

4

  

Shareholder Proposal Regarding Independent Board ChairmanShareholder Written Consent

 AGAINST 

Counted as


“AGAINST”

 No effect

5

  

Shareholder Proposal Regarding Shareholder Right to Act by Written Consenta Report on Greenhouse Gas Emissions Targets as a Performance Element of Executive Compensation

 AGAINST 

Counted as


“AGAINST”

No effect

6

Shareholder Proposal Regarding Report on Greenhouse Gas and CAFE StandardsAGAINST

Counted as

“AGAINST”

 No effect

 

(1)*

Each person electedSee sections 1.7 and 2.2(c) of the General Motors Company Amended and Restated Bylaws as director will serveof August 14, 2018, (the “Bylaws”) for a description of the vote requirements and the impact of abstentions and broker one-yearnon-votes term and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. If any nominee becomes unable to serve, proxies will be voted foron the election of such other person as the Board may designate, unless the Board chooses to reduce the number of directors.meeting agenda items listed above.

Other matters to be presented

u

Other Matters to Be Presented at the Annual Meeting

We do not know of any matters to be voted on by shareholders at the Annual Meeting other than those included in this Proxy Statement. If any matter, other matterthan the election of the Board’s nominees for director or Items 2 through 5 in this Proxy Statement, is properly presented at the meeting, your executed proxy gives the Proxies (as defined below) discretionary authority to vote your shares in accordance with itstheir best judgment with respect to the matter.

Attending the Annual Meeting

Only shareholders and authorized guests of the Company may attend the Annual Meeting, and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification). If you hold your shares in street name (i.e., through a bank or broker), you must also provide proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement.

Large bags, backpacks and packages, suitcases, briefcases, personal communication devices (e.g., cell phones, smartphones, and tablets), cameras, recording equipment, and other electronic devices will not be permitted in the meeting, and attendees will be subject to security inspections.

Quorum

The presence of the holders of a majority of the outstanding shares of our common stock, in person or by proxy, will constitute a quorum for transacting business at the Annual Meeting. Abstentions and brokernon-votes are counted as present for purposes of establishing a quorum at the meeting.

Proxies

The Board appointed the following executive officers to act as proxies: Mary T. Barra, Daniel Ammann, and Charles K. Stevens, III (collectively, the “Proxies”). If you sign and return your proxy card or voting instruction form with voting instructions, one or more of the Proxies will vote your shares as you direct on the matters described in this Proxy Statement. If you sign and return your proxy card or voting instruction form without voting instructions, one or more of the Proxies will vote your shares as recommended by the Board.

Who can vote

Holders of record of our common stock as of the close of business on April 16, 2018, are entitled to vote at the Annual Meeting. On that date, the Company had 1,409,441,782 shares of common stock outstanding and entitled to vote. Each share of our common stock entitles the holder to one vote.matter presented.

 

7892 

LOGOLOGO

u

Attending the Virtual Annual Meeting

GENERAL INFORMATION ABOUT THE ANNUAL MEETINGGM currently expects that its Annual Meeting will be held via a live video webcast; however, as of the date of this mailing, COVID-19

Voting without attending continues to spread throughout the United States, including Michigan. If it becomes necessary due to public health considerations or the need to comply with federal, state, and local restrictions on gatherings and movement, we may need to conduct the Annual Meeting

When you timely submit your proxy or voting instructions in the proper form, your shares will be voted according to your instructions. You may give instructions to vote for or against or abstain from voting for the election of all the Board of Directors’ nominees or any individual nominee and to vote for or against or abstain from voting upon, each of the other matters submitted for voting.an audio-only format. If you sign, date, and return the proxy card or voting instruction form without specifying how you wish to cast your vote, your shares will be voted by the Proxies according to the recommendations ofthis occurs, the Board of Directors and certain members of management will dial in to the webinar from remote locations and will not be present in person.

How to Participate in the Annual Meeting Online

1.  Visit virtualshareholdermeeting.com/GM2021; and

2. Enter the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials (“Notice”), on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials.

You may begin to log into the meeting platform beginning at 12:45 p.m. Eastern Time on June 14, 2021. The meeting will begin promptly at 1:00 p.m. Eastern Time.

How to Participate in the Annual Meeting Without Internet Access

Call (877) 328-2502 (toll free) or (412) 317-5419 (international) to listen to the meeting proceedings. You will not be able to vote your shares during the meeting.

How to Participate in the Annual Meeting Without a 16-digit Control Number

Visit virtualshareholdermeeting.com/GM2021 and register as a guest. You will not be able to vote your shares or ask questions during the meeting.

For Help with Technical Difficulties

Call (800) 586-1548 (U.S.) or (303) 562-9288 (international) for assistance. If you need additional shareholder support, please e-mailshareholder.relations@gm.com or call (313) 667-1432 for assistance.

Additional Questions

Email GM Shareholder Relations at shareholder.relations@gm.com or call (313) 667-1432.

u

Submitting Questions for Our Online Meeting

Submitting Questions

Before the Meeting

1. Log in to proxyvote.com;

2.  Enter your 16-digit control number; and

3.  Once past the login screen, click on “Questions for Management,” type in your question, and click “Submit.”

Submitting Questions

During the Meeting

1. Log into the online meeting platform at
virtualshareholdermeeting.com/GM2021, type your question into the “Ask a Question” field, and click “Submit”; or

2.  Call (877) 328-2502 (toll free) or (412) 317-5419 (international) and press *1 when we announce the question and answer session has opened.

Only shareholders with a valid control number will be allowed to ask questions.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. If there are questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, management will post answers to a representative set of such questions at investor.gm.com/shareholder. The questions and answers will be available as indicated above. Internetsoon as practicable after the meeting and telephone votingwill remain available until GM’s 2022 Proxy Statement is available 24 hours a day, through 11:59 p.m. Eastern time on Monday, June 11, 2018.filed.

LOGO93

u

Voting at the Annual Meeting

Shareholders of record and beneficial owners will be able to vote their shares electronically during the Annual Meeting. However, even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy so that your votes will be counted if you later decide not to participate in the Annual Meeting.

u

You may vote yourQuorum

The presence of the holders of a majority of the outstanding shares of our common stock, in person or by proxy, will constitute a quorum for transacting business at the Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of establishing a quorum at the meeting.

u

Proxies

The Board appointed the following officers to act as proxies: Mary T. Barra, Craig B. Glidden, and Ann Cathcart Chaplin (collectively, the “Proxies”). If you sign and return your proxy card or voting instruction form with voting instructions, one or more of the Proxies will vote your shares as you direct on the matters described in this Proxy Statement. If you sign and return your proxy card or voting instruction form without voting instructions, one or more of the Proxies will vote your shares as recommended by the Board.

u

Who Can Vote

If you are a holder of the Company’s common stock as of the close of business on April 15, 2021, or you hold a valid proxy, you are entitled to vote at the Annual Meeting. On that date, the Company had 1,451,247,770 shares of common stock outstanding and entitled to vote. Each share of our common stock entitles the holder to one vote.

u

Voting Without Attending the Annual Meeting by completing a ballot at the meeting. If you are a registered holder (i.e., you hold shares in your name), you must present a valid

To vote your shares without attending the meeting, please follow the instructions for voting provided on the Notice, on your proxy card, or on the voting instructions form. When you timely submit your proxy or voting instructions in the proper form, your shares will be voted according to your instructions. If you sign, date, and return the proxy card or voting instructions form without specifying how you wish to cast your vote, your shares will be voted by the Proxies according to the recommendations of the Board of Directors, as indicated above. Internet and telephone voting are available 24 hours a day, through 11:59 p.m. Eastern Time on Sunday, June 13, 2021.

u

Revoking Your Proxy

After you have submitted your proxy or voting instructions by Internet, telephone, or mail, you may revoke it at any time until it is voted at the Annual Meeting. Participation in the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request.

94

LOGO

To revoke your proxy, follow the instructions below.

Shareholders of ID (such as a government-issued form of photo identification) to vote at the meeting. If you are a beneficial shareholder and want to vote your shares in person at the Annual Meeting, you must bring a signed legal proxy form from your broker, bank, or other nominee giving you the right to vote the shares and submit that legal proxy with your ballot at the meeting. We encourage you to vote your shares in advance of the meeting, even if you plan to attend. Your vote at the meeting will supersede any prior vote by you.Record

Street Name Shareholders

Revoking your proxy

After you have submitted your proxy or voting instructions by Internet, telephone, or mail, you may revoke your proxy at any time until it is voted at the Annual Meeting. If you are a shareholder of record, you may do this by voting subsequently by Internet or telephone, submitting•   Grant a new proxy card withbearing a later date sending(which automatically revokes the earlier proxy);

•   Send a written notice of revocation to the General Motors Company Corporate Secretary at Mail Code482-C24-A68,482-C25-A36, 300 Renaissance Center, Detroit, Michigan 48265;

•   E-mail the General Motors Company Corporate Secretary at shareholder.relations@gm.com; or

•   Participate in the Annual Meeting and vote your shares electronically during the meeting.

•   Notify your broker, bank, or nominee in accordance with that entity’s procedures for revoking your voting instructions; or

•   Participate in the Annual Meeting and vote your shares electronically during the meeting.

u

Annual Meeting Voting Results

Our independent inspector of elections, Broadridge Financial Services, Inc., will tabulate the vote at the Annual Meeting. We will provide voting results on our website and in a Current Report on Form 8-K filed with the SEC.

u

“Shareholder of Record” and “Beneficial Shareholder”

If your shares are owned directly in your name in an account with GM’s stock transfer agent, Computershare Trust Company, N.A., you are considered the “shareholder of record” of those shares in your account. If your shares are held in an account with a broker, bank, or other nominee as custodian on your behalf, you are considered a “beneficial shareholder” of those shares, which are held in street name. The broker, bank, or other nominee is considered the shareholder of record for those shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, you must provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee. If you do not provide voting instructions to your broker, bank, or other nominee, whether your shares can be voted on your behalf depends on the type of item being considered for vote. Under NYSE rules, brokers are permitted to exercise discretionary voting authority only on “routine” matters. Therefore, your broker may vote on Item No. 3 (“Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2021”) even if you do not provide voting instructions because it is considered a routine matter. Your broker is not permitted to vote on the other agenda Items if you do not provide voting instructions because those items involve matters that are considered nonroutine.

u

Householding

SEC rules permit companies to send a single Proxy Statement and Annual Report or Notice to two or more shareholders that share the same address, subject to certain conditions. Each shareholder will continue to receive a separate proxy card or voting instruction form, and it will include the unique 16-digit control number that is needed to vote those shares and to access and vote during the Annual Meeting. This “householding” rule will benefit both the shareholders and GM by reducing the volume of duplicate information shareholders receive and reducing GM’s printing and mailing costs.

If one set of these documents was sent to your household for the use of all GM shareholders in your household and one or more of you would prefer to receive additional sets or if multiple copies of these documents were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at 866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

LOGO95

If a broker, bank, or other nominee holds your shares, please contact your broker, bank, or other nominee directly if you have questions about delivery of materials, require additional copies of the Proxy Statement or Annual Report, or wish to receive multiple copies of proxy materials, which would require you to state that you do not consent to householding.

u

Shareholder Proposals and Director Nominations for the 2022 Annual Meeting

Type of Proposal

Rule 14a-8 Proposals by Shareholders

for Inclusion in Next Year’s Proxy Statement

Director Nominees for

Inclusion in Next Year’s

Proxy Statement

(Proxy Access)

Other Proposals or

Nominees for

Representation at Next Year’s Annual Meeting

Rules/Provisions

SEC rules and our Bylaws permit shareholders to submit proposals for inclusion in our Proxy Statement if the shareholder and the proposal meet the requirements specified in SEC Rule 14a-8.Our Bylaws permit a shareholder or group of shareholders (up to 20) who have owned a significant amount of common stock (at least 3%) for a significant amount of time (at least three years) to submit director nominees (up to 20% of the Board or two directors, whichever is greater) for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws.Our Bylaws require that any shareholder proposal, including a director nomination, that is not submitted for inclusion in next year’s Proxy Statement (either under SEC Rule 14a-8 or our proxy access bylaw), but is instead sought to be presented directly at next year’s annual meeting must be received at our principal executive offices no earlier than 180 days and no later than 120 days before the first anniversary of this year’s Annual Meeting.

Deadline for Submitting These Proposals

Proposals must be received at our principal executive offices no later than 11:59 p.m. Eastern Time on December 31, 2021.Proposals must be received at our principal executive offices no earlier than December 16, 2021, and no later than 11:59 p.m. Eastern Time on February 14, 2022.

Where to Send These Proposals

Mail proposals to our Corporate Secretary at Mail Code 482-C25-A36, 300 Renaissance Center, Detroit, Michigan 48265 or send proposals bye-mail toshareholder.relations@gm.com.

What to Include

Proposals must conform to and include the information required by SEC Rule 14a-8.

If youProposals must include information required by our Bylaws, which are a beneficial shareholder, you may subsequently vote by Internet or telephone, or you may revoke your vote through your broker, bank, or other nominee in accordance with their instructions.

Annual Meeting voting results

Our independent inspector of elections, Broadridge Financial Services, will tabulate the vote at the Annual Meeting. We will provide voting resultsavailable on our website and in a Current Report on Form8-K filed with the SEC.at

“Shareholder of record” and “Beneficial shareholder”investor.gm.com/resources.

96

If your shares are owned directly in your name in an account with GM’s stock transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the “shareholder of record” of those shares in your account. If your shares are held in an account with a broker, bank, or other nominee as custodian on your behalf, you are considered a “beneficial” shareholder of those shares, which are held in “street name.” The broker, bank, or other nominee is considered the shareholder of record for those shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, youmust provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee. If you do not provide voting instructions to your broker, bank, or other nominee, whether your shares can be voted on your behalf depends on the type of item being considered for vote. Under NYSE rules, brokers are permitted to exercise discretionary voting authority only on “routine” matters. Therefore, your broker may vote on Item No. 3 (“Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2018”) even if you do not provide voting instructions, because it is considered a routine matter.Your broker is not permitted to vote on the other Agenda Items if you do not provide voting instructions because those items involve matters that are consideredLOGO

non-routine.u

Householding

SEC rules permit companies to send a single Proxy Statement and Annual Report on Form10-K or Notice to two or more shareholders that share the same address, subject to certain conditions. Each shareholder will continue to receive a separate proxy card, voting instruction form, or Notice, and it will include the uniqueOther Investor Materials

You may download a copy of our 2020 Annual Report and Proxy Statement at investor.gm.com/shareholder. Our other SEC filings are available at investor.gm.com/sec-filings. Alternatively, you may request a printed copy of these publications by writing to Shareholder Relations at General Motors Company, Mail Code 482-C25-A36, 300 Renaissance Center, Detroit, Michigan 48265 or by e-mail to shareholder.relations@gm.com.

16-digitu control number that is needed to vote those shares and to access and vote during the Annual Meeting. This “householding” rule will benefit both the shareholders and GM by reducing the volume

Cost of duplicate information shareholders receive and reducing GM’s printing and mailing costs.

If one set of these documents was sent to your household for the use of all GM shareholders in your household and one or more of you would prefer to receive additional sets or if multiple copies of these documents were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If a broker, bank, or other nominee holds your shares, please contact your broker, bank, or other nominee directly if you have questions about delivery of materials, require additional copies of the Proxy Statement or Annual Report on Form10-K,Solicitation

We will pay our cost for soliciting proxies for the Annual Meeting. The Company will distribute proxy materials and follow-up reminders, if any, by mail and electronic means. We have engaged Alliance Advisors, LLC (“Alliance”), a professional proxy solicitation firm located at 200 Broadacres Drive, Bloomfield, New Jersey 07003, to assist with the solicitation of proxies and to provide related advice and informational support for a service fee, plus customary disbursements. We expect to pay Alliance an aggregate fee, including reasonable out-of-pocket expenses, of up to $20,000, depending on the level of services actually provided. GM directors, officers, and employees may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation for their services.

GM will provide copies of these proxy materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. As usual, we will reimburse brokers, banks, and other nominees for their reasonable expenses in forwarding proxy materials to beneficial owners.

LOGO97

APPENDIX A:NON-GAAP FINANCIAL MEASURES

Return on Equity or wish to receive multiple copies of proxy materials by stating that you do not consent to householding.

 

We define Return on Equity (“ROE”) as Net income attributable to stockholders for the trailing four quarters divided by Average equity for the same

period. Management uses Average equity to provide comparable amounts in the calculation of ROE. The following table summarizes the calculation of ROE:

  

($B)

  

2020

 

Net Income Attributable to Stockholders

  

$

6.4

 

Average equity(1)

  

$

43.3

 

ROE

  

 

14.9

% 

 

LOGO
(1)

Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income (loss) attributable to stockholders.

Non-GAAP Reconciliations

Our Company reports its financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, management believes that certain non-GAAP financial measures provide users with additional meaningful financial information.

Our non-GAAP measures presented in this Proxy Statement include: (i) earnings before interest and taxes (“EBIT”)–adjusted, presented net of noncontrolling interests, (ii) earnings per share (“EPS”)–diluted–adjusted, and (iii) return on invested capital (“ROIC”)-adjusted. These measures relate to our continuing operations and not our discontinued operations. Our calculation

of these non-GAAP measures may not be comparable with similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for related GAAP measures. See our 2020 Form 10-K and our subsequent filings with the SEC for additional information about the non-GAAP measures presented herein, including a description of the use of such measures. The numbers in the tables below may not sum due to rounding.

  

($B)

  

2020

 

Net Income Attributable to Stockholders

  

$

6.4

 

Income Tax Expense

  

 

1.8

 

Automotive Interest Expense

  

 

1.1

 

Automotive Interest Income

  

 

(0.2

) 

Adjustments:

   

 

 

 

 

 

GM International (“GMI”) restructuring(1)

  

 

0.7

 

Ignition switch recall and related legal matters(2)

  

 

(0.1

) 

Cadillac dealer strategy(3)

  

 

0.1

 

Total Special items

  

 

0.7

 

EBIT-adjusted

  

$

9.7

 

79
(1)

This adjustment was excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. The adjustment primarily consists of dealer restructurings, asset impairments, inventory provisions, and employee separation charges in Australia, New Zealand, Thailand, and India.

LOGOA-1 

(2)

GENERAL INFORMATION ABOUT THE ANNUAL MEETINGThis adjustment was excluded because of the unique events associated with the ignition switch recall, which included various investigations, inquiries, and complaints from constituents.

 

(3)

u

Shareholder Proposals and Director NominationsThis adjustment was excluded because it relates to strategic activities to transition certain Cadillac dealers from the network as part of Cadillac’s electric vehicle strategy.

 

Type of Proposal

Rule14a-8 Proposals by Shareholders

for Inclusion in Next Year’s Proxy Statement

  

$ per Share

  

2020

 

Diluted Earnings per Common Share

  

$

4.33

 

Adjustments(1)

  

 

0.46

 

Tax effect of adjustments(2)

  

 

(0.05

) 

Tax adjustments(3)

  

 

0.16

 

EPS-diluted-adjusted

  

$

4.90

 

 

Director Nominees for

Inclusion in Next Year’s

Proxy Statement

(Proxy Access)
(1)

Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted on page A-1 of this Proxy Statement for adjustment details.

 

Other Proposals or

Nominees for

Representation at Next

Year’s Annual Meeting
(2)

The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.

 

Rules/Provisions

SEC rules and our Bylaws permit shareholders to submit proposals for inclusion in our Proxy Statement if the shareholder and the proposal meet the requirements specified in SEC Rule14a-8.

Our Bylaws permit a shareholder or group of shareholders (up to 20) who have owned a significant amount of common stock (at least 3%) for a significant amount of time (at least three years) to submit director nominees (up to 20% of the Board or two directors, whichever is greater) for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws.

Our Bylaws require that any shareholder proposal, including a director nomination, that is not submitted for inclusion in next year’s Proxy Statement (either under SEC Rule14a-8 or our proxy access bylaw), but is instead sought to be presented directly at the next year’s Annual Meeting must be received at our principal executive offices no earlier than 180 days and no later than 120 days before the first anniversary of this year’s Annual Meeting.

When to send these proposals

Must be received at our principal executive offices no later than 11:59 p.m. Eastern Time onDecember 28, 2018.

No earlier thanDecember 14, 2018, and no later than 11:59 p.m. Eastern time onFebruary 12, 2019.

Where to send these proposals

Mail to our Corporate Secretary at Mail Code482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265, or bye-mail toshareholder.relations@gm.com.

What to include

Must conform to and include the information required by SECRule 14a-8.

Must include information required by our Bylaws, which are available on our website at

gm.com/investors/corporate-governance.
(3)

This adjustment consists of tax expense related to the establishment of a valuation allowance against deferred tax assets in Australia and New Zealand. This adjustment was excluded because significant impacts of valuation allowances are not considered part of our core operations.

 

  

($B)

  

2020

 

EBIT-adjusted(1)

  

$

9.7

 

Average equity(2)

  

 

43.3

 

Add: Average automotive debt and interest liabilities (excluding capital leases)

  

 

27.8

 

Add: Average automotive net pension and other post-retirement benefits liabilities

  

 

17.6

 

Less: Average automotive net income tax asset

  

 

(24.0

) 

ROIC-adjusted average net assets

  

 

64.7

 

ROIC-adjusted

  

 

15.0

% 

u

Annual Report on Form10-K and Other Investor Materials

You may download a copy of our 2017 Annual Report on Form10-K by visiting the “Investors Contacts” section of our website atgm.com/investors.(1)

Other publications available for download at this website include our Proxy Statement, quarterly reports and our code of conduct,“Winning with Integrity.”Alternatively, you may request a printed copy of these publications by writing to Shareholder Relations at General Motors Company, Mail Code:482-C23-A68, 300 Renaissance Center, Detroit, Michigan 48265 or by e-mail toshareholder.relations@gm.com.

u

Cost of Proxy Solicitation

We will pay our cost for soliciting proxies for the Annual Meeting. The Company will distribute proxy materials andfollow-up reminders, if any, by mail and electronic means. We have engaged Morrow Sodali, LLC (“Morrow”), a professional proxy solicitation firm, located at 470 West Avenue, Stamford, Connecticut 06902 to assist with the solicitation of proxies and to provide related advice and informational support for a service fee, plus customary disbursements. We expect to pay Morrow an aggregate fee, including reasonableout-of-pocket expenses, of up to $25,000, depending on the level of services actually provided. GM directors, officers, and employees may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation for their services.

General Motors will provide copies of these proxy materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materialsRefer to the beneficial owners. As usual, we will reimburse brokers, banks, and other nominees for their reasonable expenses in forwarding proxy materialsreconciliation of Net income attributable to beneficial owners.

80

LOGO

APPENDIX A: RECONCILIATION OFstockholders under U.S. GAAP AND

to EBIT-adjusted on page NON-GAAPA-1 FINANCIAL MEASURES

Our Company reports its financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, management believes that certainnon-GAAP financial measures provide users with additional meaningful financial information.

Ournon-GAAP measures presented inof this Proxy Statement include earnings before interest and taxes (“EBIT”)-adjusted, presented netStatement.

(2)

Includes equity of noncontrolling interests where the corresponding earnings per share (“EPS”)-diluted-adjusted and adjusted automotive free cash flow. These measures relate to our continuing operations and not our discontinued operations or our assets and liabilities held

for sale. Our calculation of thesenon-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companiesare included in the method of calculation. As a result, the use of thesenon-GAAPEBIT-adjusted. measures has limitations and should not be considered superior to, in isolation from, or as a substitute for related GAAP measures. See our Annual Report on Form10-K for the fiscal year ended December 31, 2017, and our subsequent filings with the SEC for additional information about thenon-GAAP measures presented herein, including a description of the use of such measures. The numbers in the tables below may not sum due to rounding.

A-2

LOGO

Adjusted Automotive Free Cash Flow

In the section titled “Executive Compensation,” we present one of our incentive compensation measures, adjusted automotive free cash flow, which is not prepared in accordance with GAAP. Below is a reconciliation of adjusted automotive

free cash flow (as calculated for incentive compensation purposes) to Net automotive cash provided by operating activities, its nearest GAAP measure.

 

 

  

($B)

  

2020

 

Net Automotive Cash Provided by Operating Activities

  

$

7.5

 

Less: Capital expenditures

  

 

(5.3

) 

Adjustments:

     

Add: GMI restructuring

  

 

0.4

 

Add: Cadillac dealer strategy

  

 

—  

 

Less: GM Brazil indirect tax recoveries

  

 

(0.1

) 

Add: Incentive compensation adjustments(1)

  

 

0.1

 

Total adjustments

  

 

0.4

 

Adjusted Automotive Free Cash Flow (for incentive compensation purposes)

  

$

2.7

 

(1)

Reflects certain recall-related expenses attributable to events occurring in 2014.

($B, except Margin)

Note: Amounts may not sum due to rounding.

 

2017

Net income attributable to stockholders

(3.9

) 

Income from discontinued operations, net of tax

4.2

Subtract:

Automotive Interest Expense

(0.6

) 

Automotive Interest Income

0.3

Income Tax (Expense)

(11.5

) 

Add Back Special Items1:

Ignition switch recall and related legal matters

0.1

Venezuela related matters

0.1

GMI restructuring

0.5

Total Special items

0.7

EBIT-adjusted

12.8

Net Revenue

146

EBIT-adjusted Margin

8.8

% 

1

Additional information on adjustments available in our Annual Report on Form10-K for the year ended December 31, 2017.

2017

Diluted earnings (loss) per common share

(2.60

) 

Diluted loss per common share – discontinued operations

2.82

Adjustments(a)

0.44

Tax effect of adjustments(b)

(0.14

) 

Tax adjustments(c)

6.10

EPS-diluted-adjusted

$

6.62

(a)

Refer to the reconciliation of EBIT-adjusted on a continuing operations basis above for adjustment details.

(b)

The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.

(c)

In the year ended December 31, 2017, these adjustments consist of the tax expense of $7.3 billion related to U.S. tax reform legislation and the establishment of a valuation allowance against deferred tax assets of $2.3 billion that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements. These adjustments were excluded because impacts of tax legislation and valuation allowances are not considered part of our core operations.

LOGO

A-1
LOGOA-3 

2017

LOGO

Net automotive cash provided by operating activities – continuing operations

13.9

Less: capital expenditures – continuing operations

(8.4

) 

Adjustments1

U.K. pension plan contribution

0.2

GM Financial dividend

(0.6

) 

Total adjustments

(0.4

) 

Adjusted automotive free cash flow – continuing operations

5.2

Net automotive cash used in operating activities – discontinued operations

—

Less: capital expenditures – discontinued operations

(0.7

) 

Adjusted automotive free cash flow

4.5

1

Additional information on adjustments available in our Annual Report on Form10-K for the year ended December 31, 2017.

A-2

LOGO

APPENDIX B:ADDITIONAL INFORMATION

                         REGARDING CHANGE OF INDEPENDENT

                         REGISTERED PUBLIC ACCOUNTING FIRMS

As reported on the Company’s Current Report on Form8-K, dated September 25, 2017, and amended on February 12, 2018, the Audit Committee approved the engagement of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018. Deloitte & Touche LLP (“Deloitte”) continued as the Company’s independent registered public accounting firm for the year ending December 31, 2017. On February 6, 2018, when the Company filed its Annual Report on Form10-K for the fiscal year ended December 31, 2017, with the U.S. Securities and Exchange Commission, Deloitte completed its audit of the Company’s consolidated financial statements for such fiscal year, and the Company’s retention of Deloitte as our independent registered public accounting firm with respect to the audit of Company’s consolidated U.S. GAAP financial statements ended as of that date.LOGO

 

u

GENERAL MOTORS COMPANY

GENERAL MOTORS GLOBAL HEADQUARTERS

MAIL CODE 482-C25-A36

300 RENAISSANCE CENTER

DETROIT, MI 48265

 

Deloitte’s reports on our consolidated financial statements as of and for the fiscal years ended December 31, 2016 and 2017, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

 

u

During the fiscal years ended December 31, 2016 and 2017, and the subsequent interim period through February 6, 2018 (the effective date of Deloitte’s dismissal) there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of RegulationS-K and the related instructions between the Company and Deloitte on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of RegulationS-K.

    LOGO

 

u

During the fiscal years ended December 31, 2016 and 2017 and the subsequent interim period through February 6, 2018 (the effective date of Deloitte’s dismissal), neither the Company nor anyone on its behalf has consulted with EY regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of RegulationS-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of RegulationS-K.

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on Sunday, June 13, 2021. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

u

GM has been advised by each of EY and Deloitte that they will each have a representative present at the Annual Meeting and that such representatives will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

During The Meeting - Go to www.virtualshareholdermeeting.com/GM2021

You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

 

LOGO

B-1

VOTE BY TELEPHONE - 1-800-690-6903

LOGO

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on Sunday, June 13, 2021. Have your proxy card in hand when you call and then follow the instructions.

G E N E R A L   M O T O R S

If you vote by internet or telephone, do not mail this proxy card.

 

GENERAL MOTORS COMPANY

GENERAL MOTORS GLOBAL HEADQUARTERS

MAIL CODE 482-C24-A68

300 RENAISSANCE CENTER

DETROIT, MI 48265

LOGO

VOTE BY TELEPHONE OR INTERNET OR MAIL

24 Hours a Day, 7 Days a Week

VOTE BY INTERNET - www.proxyvote.com or scan the QR code above

Use the Internet to transmit your voting instructions up until 11:59 p.m. Eastern Time on Monday, June 11, 2018. Have this proxy card available when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY TELEPHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on Monday, June 11, 2018. Have this proxy card available when you call and then follow the instructions.

VOTE IN PERSON

If you are a registered shareholder (that is, you hold these shares in your name), you must present valid identification to vote at the meeting. If you are a beneficial shareholder (that is, these shares are held in the name of a broker, bank or other holder of record), you will also need to obtain a “legal proxy” from the holder of record to vote at the meeting.

If you vote by Internet or telephone or in person, do not mail this proxy card.

VOTE BY MAIL

Mark, sign, and date this proxy card and promptly return it in the enclosed postage-paid envelope or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D50099-P53774             KEEP THIS PORTION FOR YOUR RECORDS

— — — — — —— — — — — — — —  — — — — —  — — — — — — — — — — — — — — —  — — — — — — — —— — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

To reduce our future postage and printing expenses, and the impact on the environment, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To enroll for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in the future.

 

  GENERAL MOTORS COMPANY

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E44393-P05180                 KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — — —

        DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.                        

GENERAL MOTORS COMPANY

If you wish to vote in accordance with the Board of Directors’ recommendations, you need only sign, date, and return this proxy card.

The Board of Directors recommends a voteFOR ALL

Board nominees listed in Item 1.

    1.Election of Directors.
    For    Against  Abstain  

Nominees:

1a.  Mary T. Barra

1b.  Linda R. Gooden

1c.  Joseph Jimenez

1d.  Jane L. Mendillo

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

The Board of Directors recommends a voteFOR Board Items 2 and 3.

2.   Approval of, on an Advisory Basis, Named Executive Officer Compensation

3.   Ratification of the Selection of Ernst & Young LLP as GM’s Independent Registered Public Accounting Firm for 2018

For

☐

☐

Against

☐

☐

Abstain

☐

☐

1e.  Michael G. Mullen

1f.   James J. Mulva

1g.  Patricia F. Russo

1h.  Thomas M. Schoewe

1i.   Theodore M. Solso

1j.   Carol M. Stephenson

1k.  Devin N. Wenig

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

The Board of Directors recommends a voteAGAINST shareholder Items 4 through 6.

4.   Shareholder Proposal Regarding Independent Board Chairman

5.   Shareholder Proposal Regarding Shareholder Right to Act by Written Consent

6.   Shareholder Proposal Regarding Report on Greenhouse Gas Emissions and CAFE Standards

For

☐

☐

☐

Against

☐

☐

☐

Abstain

☐

☐

☐

NOTE:Please sign exactly as your name(s) appear(s) hereon. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, guardian, trustee, custodian, or in any other representative capacity, give full title as such. Corporations should provide the full name of corporation and name and title of the authorized officer signing the proxy card.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

                    

The Board of Directors recommends you vote FOR each Board

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:nominee listed in Item 1.

The Proxy Statement, Notice of 2018 Annual Meeting of Shareholders and Annual Report

are available atwww.proxyvote.com.

 

PLEASE VOTE TODAY!

SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE

— — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — — —

E44394-P05180

G E N E R A L  M O T O R S

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder(s)1.  Election of General Motors Company authorize(s) Directors

For Against Abstain
Nominees:
1a.Mary T. Barra Daniel Ammann, and Charles K. Stevens, III, and each of them as proxies with full power of substitution, to vote the common stock of the undersigned in the manner specified on this proxy card and in their discretion upon all other matters that may come before the 2018 Annual Meeting of Shareholders of General Motors Company, to be held at 9:30 a.m. Eastern Time on June 12, 2018 or any adjournment or postponement thereof. ☐☐☐
1b.Wesley G. Bush☐☐☐
1c.Linda R. Gooden☐☐☐
1d.Joseph Jimenez☐☐☐
1e.Jane L. Mendillo☐☐☐
1f.Judith A. Miscik☐☐☐
1g.Patricia F. Russo☐☐☐
1h.Thomas M. Schoewe☐☐☐
1i.Carol M. Stephenson☐☐☐
1j.Mark A. Tatum☐☐☐
1k.Devin N. Wenig☐☐☐
1l.Margaret C. Whitman☐☐☐

The undersigned hereby revokes all proxies previously given.

On matters for which you do not specify a choice, the shares will be voted in accordance with the recommendation of the Board of Directors; therefore, if no direction is made, this proxy will be voted Directors recommends you vote FORALL of General Motors Company’s director nominees in Item 1; FORBoard Items 2 and 3; and 3.

For Against Abstain

2.

Advisory Approval of Named Executive Officer Compensation

☐☐☐

3.

Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2021

☐☐☐

The Board of Directors recommends you vote AGAINST shareholder Items 4 through 6.and 5.

ForAgainstAbstain

4.

Shareholder Proposal Regarding Shareholder Written Consent

☐☐☐

5.

Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions Targets as a Performance Element of Executive Compensation

☐☐☐

NOTE: Please sign exactly as your name(s) appear(s) hereon. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, guardian, trustee, custodian, or in any other representative capacity, give full title as such. Corporations should provide the full name of corporation and name and title of the authorized officer signing the proxy card.

Signature [PLEASE SIGN WITHIN BOX]Date            Signature (Joint Owners)Date            

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

The Proxy Statement, Notice of 2021 Annual Meeting of Shareholders and 2020 Annual Report

are available at www.proxyvote.com.

YOUR VOTE IS VERY IMPORTANTMeeting Information

Meeting Type:              Annual Meeting

For holders as of:         April 15, 2021

Date:    June 14, 2021        Time:1:00 p.m. Eastern Time

Location:     Meeting live via the internet only - PLEASE VOTE TODAYplease visit

Please see      www.virtualshareholdermeeting.com/GM2021.

The company will be hosting the meeting live via the internet only this year. To attend the meeting via the internet please visit www.virtualshareholdermeeting.com/GM2021 and be sure to have the information that is printed in the box marked by the arrowLOGO (located on the reverse side for Internet, telephone and in person voting instructions.of this proxy card).

(Continued and to be marked, signed, and dated on the reverse side)

PLEASE VOTE TODAY!

SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE

— — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — —  — — —  — — — — — — — — — — — — — — — 

D50100-P53774            

LOGO

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder(s) of General Motors Company authorize(s) Mary T. Barra, Craig B. Glidden, and Ann Cathcart Chaplin, and each of them, as proxies with full power of substitution, to vote the common stock of the undersigned in the manner specified on this proxy card and in their discretion upon all other matters (including on the election of any nominees for director that are not identified on this proxy) that may come before the 2021 Annual Meeting of Shareholders of General Motors Company, to be held at 1:00 p.m. Eastern Time on June 14, 2021, or any adjournment or postponement thereof. The undersigned hereby revokes all proxies previously given.

On matters for which you do not specify a choice, the shares will be voted in accordance with the recommendation of the Board of Directors; therefore, if no direction is made, this proxy will be voted FOR General Motors Company’s director nominees in Item 1; FOR Items 2 and 3; and AGAINST Items 4 and 5.

YOUR VOTE IS VERY IMPORTANT - PLEASE VOTE TODAY

Please see the reverse side for internet, mail, and telephone voting instructions.

(Continued and to be marked, signed, and dated on the reverse side)