DEF 14A of General Motors Co, Apr 24, 2024

DEF 14A of General Motors Co

Filed Apr 24, 2024 · FY20230001193125-24-108581

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  1. Snapshot of Your 2024 Board Nominees

    Snapshot of Your 2024 Board Nominees

  2. Snapshot of Your 2024 Board Nominees

    | Name | Principal Occupation | Age | Director Since | Independent | Committee Memberships | | Mary T. Barra | Chair and Chief Executive Officer, General Motors Company | 62 | 2014 | | - Executive (Chair) | | Wesley G. Bush | Retired Chairman and Chief Executive Officer, Northrop Grumman Corporation | 63 | 2019 | ✓ | - Audit - Compensation (Chair) - Executive - Finance | | Joanne C. Crevoiserat | Chief Executive Officer, Tapestry, Inc. | 60 | 2022 | ✓ | - Audit - Finance - Governance | | Linda R. Gooden | Retired Executive Vice President, Information Systems and Global Solutions, Lockheed Martin Corporation | 71 | 2015 | ✓ | - Audit - Executive - Risk and Cybersecurity (Chair) | | Joseph Jimenez | Co-Founder and Managing Director, Aditum Bio | 64 | 2015 | ✓ | - Compensation - Executive - Finance (Chair) - Risk and Cybersecurity | | Jonathan McNeill | Co-Founder and Chief Executive Officer, DVx Ventures | 56 | 2022 | ✓ | - Governance | | Judith A. Miscik | Senior Advisor, Lazard Geopolitical Advisory | 65 | 2018 | ✓ | - Finance - Risk and Cybersecurity | | Patricia F. Russo | Chair, Hewlett Packard Enterprise Company | 71 | 2009 | ✓ | - Compensation - Executive - Finance - Governance (Chair) | | Thomas M. Schoewe | Retired Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc. | 71 | 2011 | ✓ | - Audit (Chair) - Executive - Finance - Risk and Cybersecurity | | Mark A. Tatum | Deputy Commissioner and Chief Operating Officer, National Basketball Association | 54 | 2021 | ✓ | - Audit - Governance | | Jan E. Tighe | Retired Vice Admiral, U.S. Navy | 61 | 2023 | ✓ | - Audit - Risk and Cybersecurity | | Devin N. Wenig | Co-Founder and Chief Executive Officer, Symbolic.ai | 57 | 2018 | ✓ | - Compensation |

  3. Snapshot of Your 2024 Board Nominees

    | 2 | | PROXY SUMMARY |

  4. 2024 STIP and LTIP Design Changes

    2024 STIP and LTIP Design Changes As discussed in the Board’s letter to shareholders at the beginning of this Proxy Statement, we have enhanced our STIP and LTIP beginning with the 2024 performance year following an extensive review by the Compensation Committee, with the objective of strengthening the alignment of our plans with our evolving financial and strategic goals. The 2024 STIP performance measures will continue to include EBIT-adjusted (35% of STIP) and AAFCF (25% of STIP) as the primary financial measures to align with the performance of our ICE portfolio. In addition, the STIP will now incorporate EV (25% of STIP), Software & Services (“S&S”) (10% of STIP), and AV (5% of STIP) performance measures that align to the strategic pillars of our business. The 2024 LTIP structure will continue to include PSUs (75% of LTIP), and will now incorporate RSUs (25% of LTIP) in lieu of stock options to improve our ability to attract and retain critical talent and to more efficiently use the shares available in the equity plan. The 2024 LTIP PSU performance measures will include Cumulative AAOCF (30% of LTIP), EBIT-adjusted Margin (15% of LTIP), and Relative TSR (30% of LTIP). The redesigned LTIP continues to focus on driving shareholder value and Company profitability, while increasing the focus on cash generation during this critical period of transformation.

  5. 2024 STIP and LTIP Design Changes

    | PROXY SUMMARY | 2024 Proxy Statement | 5 |

  6. Director Nominee Biographies

    Director Nominee Biographies

  7. Director Nominee Biographies

    | Chair and CEO, General Motors Company Age: 62 Director since: 2014 Gender: Female Race/Ethnicity: White Committees: Executive (Chair) Favorite GM Vehicle: GMC Hummer EV Pickup | Mary T. Barra Experience: Ms. Barra is Chair and CEO of General Motors. She has served as Chair of the Board of Directors since January 2016 and has served as CEO since January 2014. Prior to becoming CEO, Ms. Barra served as GM’s Executive Vice President, Global Product Development, Purchasing and Supply Chain from 2013 to 2014; Senior Vice President, Global Product Development from 2011 to 2013; Vice President, Global Human Resources from 2009 to 2011; and Vice President, Global Manufacturing Engineering from 2008 to 2009. Ms. Barra began her career with GM in 1980. Reasons for Nomination: Ms. Barra has in-depth knowledge of the Company and the global automotive industry; extensive senior leadership, strategic planning, operational, and business experience; and a strong engineering background with experience in global product development. She has spearheaded many initiatives to align the Company’s culture with its transformation efforts and holds herself and the leadership team accountable for driving a culture of safety for customers, employees, and communities. Other Public Company Directorships: The Walt Disney Company Prior Public Company Directorships (2019-2024): None | | | | Skillset | | | | Q: | What actions is the Company taking to increase shareholder value? | | | A: | Building on what we learned last year, 2024 will be a year focused on our four strategic pillars as laid out in the Board’s letter to shareholders at the beginning of this Proxy Statement. I believe our execution will drive strong near-term financial results and long-term shareholder value while executing against our capital allocation framework by investing smartly in our future, maintaining a strong balance sheet, and continuing to return capital to shareholders. |

  8. Director Nominee Biographies

    | Chair, Hewlett Packard Enterprise Company Age: 71 Director since: 2009 Gender: Female Race/Ethnicity: White Committees: Compensation Executive Finance Governance (Chair) Favorite GM Vehicle: Cadillac Lyriq | Patricia F. Russo | Independent | | | Experience: Ms. Russo has served as the Chair of the Hewlett-Packard Enterprise Company’s (“HPE”) board of directors since her appointment in 2015. She also served as Lead Director of HPE from 2014 to 2015. Ms. Russo was GM’s Independent Lead Director from March 2010 to January 2014, and in 2021, she was re-appointed to that role. Ms. Russo served as CEO of Alcatel-Lucent S.A. from 2006 to 2008; Chairman and CEO of Lucent Technologies, Inc. from 2003 to 2006; and President and CEO of Lucent Technologies from 2002 to 2006. Reasons for Nomination: Ms. Russo has extensive senior leadership experience in corporate strategy, finance, sales and marketing, technology, and leadership development, as well as experience managing business-critical technology disruptions. Through her deep governance expertise – in particular, board governance – she works with management to develop enhanced disclosures and incorporate shareholder feedback. Other Public Company Directorships: Hewlett Packard Enterprise Company (Chair), KKR Management LLC, and Merck & Co. Inc. Prior Public Company Directorships (2019-2024): None | | | | Skillset | | | | Q: | GM has added three new directors since 2022, what does the Board look for in its searches? | | | A: | More diverse perspectives in the boardroom leads to more robust dialogue and drives better decisions. The Governance Committee has been focused on building the right mix of skills and perspectives on things like industry disruption, technology, artificial intelligence, and global competition. The key is to make sure our director recruitment criteria evolve alongside the business strategy and responds to market challenges. |

  9. Director Nominee Biographies

    | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS | 2024 Proxy Statement | 11 |

  10. Director Nominee Biographies

    | Retired Chairman and CEO, Northrop Grumman Corporation Age: 63 Director since: 2019 Gender: Male Race/Ethnicity: White Committees: Audit Compensation (Chair) Executive Finance Favorite GM Vehicle: Chevrolet Silverado | Wesley G. Bush | Independent | | | Experience: Mr. Bush served as Chairman of Northrop Grumman’s board of directors from 2011 to 2019. He also served as the CEO of Northrop Grumman from 2010 to 2018. Prior to that, Mr. Bush served in numerous leadership roles at Northrop Grumman, including President and Chief Operating Officer, CFO, and President of the company’s Space Technology sector. He also served in a variety of leadership positions at TRW, Inc., before it was acquired by Northrop Grumman in 2002. Reasons for Nomination: Mr. Bush has valuable experience in leading a manufacturing enterprise known for its advanced engineering and technology. He also has strong financial acumen gained through his finance leadership roles and has knowledge of key governance issues, including risk management and executive compensation plan design. Mr. Bush has also developed environmental experience as a member of the board of Conservation International. Other Public Company Directorships: Dow Inc. and Cisco Systems Inc. Prior Public Company Directorships (2019-2024): Norfolk Southern Corporation and Northrop Grumman Corporation | | | | Skillset | | | | Q: | How has the Board helped management attract new executive talent? | | | A: | When designing our executive compensation plans, the Board balances the need to develop existing executive bench strength with a recognition that fresh external perspectives can help support the Company’s transformation efforts. We believe the enhancements to GM’s short term and long-term compensations plans (described further in the CD&A starting on page 42 of this proxy statement) will help the Company offer attractive compensation plans to attract and retain the best talent in the world, and aligning that talent on executing our strategy. |

  11. Director Nominee Biographies

    | CEO, Tapestry, Inc. Age: 60 Director since: 2022 Gender: Female Race/Ethnicity: White Committees: Audit Finance Governance Favorite GM Vehicle: Cadillac Escalade | Joanne C. Crevoiserat | Independent | | | Experience: Since October 2020, Ms. Crevoiserat has been CEO and a member of the board of Tapestry, Inc. Prior to her appointment as interim CEO in July 2020, she served as the CFO. She also previously served in senior roles at Abercrombie & Fitch Co., Kohl’s Inc., Wal-Mart Stores, Inc., and May Department Stores. Reasons for Nomination: Ms. Crevoiserat has cultivated an extensive background in financial expertise and brand development. Her leadership capabilities demonstrated through her various senior leadership retail positions help the Company as it grows its global consumer brands through consumer-centric, digital, and data-driven initiatives. Ms. Crevoiserat also has social and environmental proficiency which she has gained through her experience in the retail industry and which allows her to provide unique oversight of supply chain governance and sustainable material sourcing. Other Public Company Directorships: Tapestry, Inc. Prior Public Company Directorships (2019-2024): At Home Group Inc. | | | | Skillset | | | | Q: | What have you learned about the auto industry since joining the Board? | | | A: | There are many similarities between the automotive industry and the clothes, accessory, and lifestyle brand space where I have spent most of my career. I’ve enjoyed the opportunity to be part of a Board that can help the Company pursue data-driven strategies to forge strong customer connections as it works to deepen the relationship between its customers and its historically strong brands during the transition to EVs and the adoption of other new technologies. |

  12. Director Nominee Biographies

    | 12 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |

  13. Director Nominee Biographies

    | Retired Executive Vice President, Information Systems and Global Solutions, Lockheed Martin Corporation Age: 71 Director since: 2015 Gender: Female Race/Ethnicity: African American Committees: Audit Executive Risk and Cybersecurity (Chair) Favorite GM Vehicle: Cadillac CT5 | Linda R. Gooden | Independent | | | Experience: Ms. Gooden served as Executive Vice President, Information Systems and Global Solutions of Lockheed Martin Corporation from 2007 to 2013. She also served as Lockheed Martin’s Deputy Executive Vice President, Information and Technology Services from October to December 2006, and as its President, Information Technology from 1997 to December 2006. Reasons for Nomination: Ms. Gooden has strong leadership capabilities demonstrated through her various senior leadership positions at Lockheed Martin. She also has significant expertise in operations and strategic planning, as well as an extensive background in information technology and cybersecurity. Ms. Gooden serves as an effective advocate through the development of innovative software and oversight of software-defined transportation. Other Public Company Directorships: NeueHealth, Inc. (formerly Bright Health Group Inc.) Prior Public Company Directorships (2019-2024): The Home Depot, Inc. and Automatic Data Processing, Inc. | | | | Skillset | | | | Q: | What do you think is a key emerging risk for the Company? | | | A: | My career in the aerospace and the defense industries has helped me deeply appreciate the risks posed by new technologies. As Chair of the Risk and Cybersecurity Committee, I’ve helped the Board assess the key risks and opportunities posed by new key technologies. Recently, I’ve helped drive focus on artificial intelligence, which has the potential to provide companies with huge operational efficiencies, but also presents risks like enabling competitors and the need to comply with complex regulations emerging around the globe. |

  14. Director Nominee Biographies

    | Co-Founder and Managing Director, Aditum Bio Age: 64 Director since: 2015 Gender: Male Race/Ethnicity: Hispanic Committees: Compensation Executive Finance (Chair) Risk and Cybersecurity Favorite GM Model: GMC Hummer EV SUV | Joseph Jimenez | Independent | | | Experience: Since 2019, Mr. Jimenez has served as Co-Founder and Managing Partner of Aditum Bio, a biotechnology-focused venture capital firm. Prior to that, he served as CEO of Novartis AG from 2010 until his retirement in 2018. Mr. Jimenez led Novartis’ Pharmaceuticals Division from October 2007 to 2010 and its Consumer Health Division in 2007. From 2006 to 2007, he served as Advisor to the Blackstone Group L.P. Mr. Jimenez was also Executive Vice President, President, and CEO of Heinz Europe from 2002 to 2006; and President and CEO of H.J. Heinz Company North America from 1999 to 2002. Reasons for Nomination: Mr. Jimenez has served as the CEO of a global company with significant research and development and capital spending in a highly regulated environment. He also has significant experience in finance, strategic planning, and consumer branding and marketing. Other Public Company Directorships: The Procter & Gamble Co. and Century Therapeutics, Inc. Prior Public Company Directorships (2019-2024): Graphite Bio, Inc. | | | | Skillset | | | | Q: | How does the Finance Committee help shape the Company’s Capital Expenditure strategy? | | | A: | We regularly review GM’s key vehicle programs to ensure they continue to yield strong financial returns. We also oversee the Company’s Capital Allocation Framework to make sure we are delivering on our commitment to return excess cash to shareholders after we make smart investments in our business and balance sheet. This work led to the Company’s recent $10 billion accelerated share repurchase program. |

  15. Director Nominee Biographies

    | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS | 2024 Proxy Statement | 13 |

  16. Director Nominee Biographies

    | Co-Founder and CEO, DVx Ventures Age: 56 Director since: 2022 Gender: Male Race/Ethnicity: White Committees: Governance Favorite GM Model: Chevrolet Silverado EV | Jonathan McNeill | Independent | | | Experience: Since 2020, Mr. McNeill has served as CEO of DVx Ventures, a venture company focused on early-stage startups. Prior to founding DVx Ventures, he served as Chief Operating Officer of Lyft, Inc. from 2018 to 2019. From 2015 to 2018, he also served as President, global sales, delivery and service of Tesla, Inc., and led the team growing revenues from $2 billion to over $20 billion annually across 33 countries. In addition, in 2023, Mr. McNeill was appointed as Vice Chair of the Cruise Board. Reasons for Nomination: Mr. McNeill has deep experience as both an entrepreneur and as an executive at companies of significant scale. He is a demonstrated leader in the EV space with expertise in business models, software architecture, and cyber. Through his experience in positions of senior leadership, he has founded and scaled multiple technology and retail companies. In addition Mr. McNeill has GHG emissions, air quality, and product design and lifecycle management experience, which he has gained through driving EV adoption. Other Public Company Directorships: Lululemon Athletica Prior Public Company Directorships (2019-2024): None | | | | Skillset | | | | Q: | What do you think is the most important opportunity for GM? | | | A: | GM is positioned to lead in autonomous and software-defined vehicles. The Board is supporting these efforts by working closely with Cruise, GM’s AV subsidiary, where I serve as the Vice Chair of its board. The GM Board has deep experience scaling new technologies, start-ups, and we have shared it with the Cruise team as it works to enhance transparency and community engagement and rebuild trust with regulators. |

  17. Director Nominee Biographies

    | Senior Advisor, Lazard Geopolitical Advisory Age: 65 Director since: 2018 Gender: Female Race/Ethnicity: White Committees: Finance Risk and Cybersecurity Favorite GM Model: Chevrolet Blazer EV | Judith A. Miscik | Independent | | | Experience: Ms. Miscik is a Senior Advisor at Lazard Geopolitical Advisory. Previous to her current role, she served as CEO and Vice Chairman of Kissinger Associates, Inc. from 2017 to 2022 and before that in other senior leadership positions. Prior to joining Kissinger Associates, Ms. Miscik was the Global Head of Sovereign Risk at Lehman Brothers from 2005 to 2008; and from 2002 to 2005, she served as Deputy Director for Intelligence at the U.S. Central Intelligence Agency, where she worked from 1983 to 2005. Reasons for Nomination: Ms. Miscik has a unique and extensive background in intelligence, security, government affairs, and risk analysis, bringing valuable experience in assessing and mitigating geopolitical and macroeconomic risks in both the public and the private sectors. Other Public Company Directorships: Morgan Stanley and HP, Inc. Prior Public Company Directorships (2019-2024): None | | | | Skillset | | | | Q: | How does the Board stay current with respect to the geopolitical risks faced by the company? | | | A: | The Board’s Risk and Cybersecurity Committee regularly reviews management’s risk dashboards and annually reviews its enterprise risk profile, which includes geopolitical issues. Last year, the Board also received a briefing from the National Counterintelligence and Security Center focused on risks in international markets related to insider threats, cyber activities, and supply chain disruptions. This session generated important Board dialogue on the complex geopolitical dynamics in global supply chains. |

  18. Director Nominee Biographies

    | 14 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |

  19. Director Nominee Biographies

    | Retired Executive Vice President and CFO, Wal-Mart Stores, Inc. Age: 71 Director since: 2011 Gender: Male Race/Ethnicity: White Committees: Audit (Chair) Executive Finance Risk and Cybersecurity Favorite GM Model: Cadillac Lyriq | Thomas M. Schoewe | Independent | | | Experience: Mr. Schoewe served as Executive Vice President and CFO of Wal-Mart Stores, Inc. from 2000 to 2011. Prior to joining Wal-Mart, he held several senior roles at the Black & Decker Corporation, including CFO from 1993 to 1999. Before joining Black & Decker, Mr. Schoewe worked for Beatrice Companies where he was CFO and Controller of one of its subsidiaries, Beatrice Consumer Durables Inc. Reasons for Nomination: Mr. Schoewe has extensive financial experience acquired through positions held as the CFO of large public companies, as well as expertise in internal controls, risk management, and mergers and acquisitions. He also has significant international experience through his service as an executive of large public companies with substantial international operations and large-scale transformational installations of global enterprise information technologies. Mr. Schoewe leverages his service on the Audit Committee Leadership Network to advise on the implementation of rigorous controls around sustainability disclosures and compliance with new regulations. Other Public Company Directorships: Northrop Grumman Corporation Prior Public Company Directorships (2019-2024): KKR Management LLC | | | | Skillset | | | | Q: | How can the Board enhance the customer experience? | | | A: | During my time at Walmart, I learned that you need to focus on the human element to earn customers for life. With that in mind, the Board is a “customer advocate.” The Company is increasingly competing with upstart EV companies that are leveraging the flexibility of their direct-to-consumer sales models. We have provided our expertise to help management develop strategies to enhance the effectiveness of GM’s dealer network and use digital tools to drive retail sales. |

  20. Director Nominee Biographies

    | Deputy Commissioner and Chief Operating Officer, National Basketball Association Age: 54 Director since: 2021 Gender: Male Race/Ethnicity: Black, Asian Committees: Audit Governance Favorite GM Model: Cadillac Escalade IQ | Mark A. Tatum | Independent | | | Experience: Mr. Tatum joined the National Basketball Association (NBA) in 1999 and was appointed NBA Deputy Commissioner and Chief Operating Officer in 2014. Prior to that, he served in numerous leadership roles at the NBA, including Executive Vice President of Global Marketing Partnerships, Senior Vice President and Vice President of Business Development, Senior Director and Group Manager of Marketing Properties, and Director of Marketing Partnerships. Reasons for Nomination: Mr. Tatum has extensive senior leadership experience in marketing and sales strategy, managing media relationships, and global business operations. He also has significant experience driving customer engagement and operations globally through his leadership roles at the NBA. Other Public Company Directorships: None Prior Public Company Directorships (2019-2024): None | | | | Skillset | | | | Q: | How is the Board influencing the Company’s DEI strategy? | | | A: | An effective DEI strategy drives a company’s performance by attracting and retaining great talent and building positive connections with customers and the communities where companies operate. The Company has made great progress on DEI, and the Board works closely with the Company’s Chief People Officer to share its insights and helps GM prepare for and manage various DEI headwinds and engage effectively with its workforce. |

  21. Director Nominee Biographies

    | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS | 2024 Proxy Statement | 15 |

  22. Director Nominee Biographies

    | Retired Vice Admiral U.S. Navy Age: 61 Director since: 2023 Gender: Female Race/Ethnicity: White Committees: Audit Risk and Cybersecurity Favorite GM Model: Chevrolet Corvette | Jan E. Tighe | Independent | | | Experience: Vice Admiral Tighe retired from the U.S. Navy in 2018, having served as the Deputy Chief of Naval Operations for Information Warfare and Director of Naval Intelligence. Her prior Flag Officer assignments include command of the Navy’s Fleet Cyber Command, President of the Naval Postgraduate School, and Deputy Director of Operations at U.S. Cyber Command. Reasons for Nomination: Vice Admiral Tighe cultivated her operational experience in complex cybersecurity matters, including operational technologies, information systems technology, technology risk management, and strategic assessments, while serving in global operations roles for the U.S. Navy and the National Security Agency. Her more than 20 years of senior military leadership experience during a critical period of transformation in the U.S. Navy also provides critical human capital insights as the Company transforms its workforce to deploy its EV and AV technologies. Other Public Company Directorships: The Goldman Sachs Group, Inc. and Huntsman Corporation Prior Public Company Directorships (2019-2024): The Progressive Corporation and IronNet Inc. | | | | Skillset | | | | Q: | How did the new director orientation enhance your understanding of the Company? | | | A: | During my GM director orientation last year, I had the opportunity to visit the Flint Assembly Manufacturing Plant and the Detroit Hamtramck Factory Zero Assembly Center. Walking the floor and engaging with the workforce provided great insight into GM’s advanced manufacturing capabilities. At the Flint plant, I also met with the Company’s veterans’ group and the UAW Local 598 Veterans Committee, who support veteran programs in the area. I left impressed by the impact GM has on the local communities where it operates. These experiences helped lay a strong foundation for my understanding of the Company. |

  23. Director Nominee Biographies

    | Co-Founder and CEO, Symbolic.ai Age: 57 Director since: 2018 Gender: Male Race/Ethnicity: White Committees: Compensation Favorite GM Model: Chevrolet Silverado EV | Devin N. Wenig | Independent | | | Experience: Since 2023, Mr. Wenig has served as Co-Founder and CEO of Symbolic.ai, a platform and application with advanced AI capabilities for publishers and professional writers in news, research, and communications. Previously, he served as President and CEO of eBay Inc. and as a member of its board of directors from July 2015 to August 2019. Mr. Wenig also served as President of eBay’s Marketplaces business from September 2011 to July 2015. Prior to joining eBay, Mr. Wenig was CEO of Thomson Reuters Corporation’s largest division, Thomson Reuters Markets, from 2008 to 2011; Chief Operating Officer of Reuters Group plc from 2006 to 2008; and President of Reuters’ business divisions from 2003 to 2006. Reasons for Nomination: Mr. Wenig has extensive senior leadership experience in software and technology, global operations, and strategic planning. He also has significant expertise leading both high-growth companies from the start-up phase and large, complex organizations. Other Public Company Directorships: None Prior Public Company Directorships (2019-2024): eBay Inc. | | | | Skillset | | | | Q: | Can you discuss how the Company’s software capabilities have evolved during your time on the Board? | | | A: | I’ve watched the Company evolve its software capabilities in everything the customer touches, both in the vehicle and through other digital interfaces like Shop.Click.Drive. I’m confident GM’s future in software will continue to grow and enhance the customer experience. Software can drive important advancements in safety, driver assistance, and autonomous technologies – not to mention future software-defined vehicle capabilities. |

  24. Director Nominee Biographies

    | 16 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |

  25. Non-Employee Director Compensation

    Non-Employee Director Compensation Our non-employee directors receive cash compensation as well as equity compensation in the form of GM Deferred Share Units for their Board service under the Company’s Director Compensation Plan. Compensation for our non-employee directors is set annually by the Board at the recommendation of the Governance Committee.

  26. Annual Review Process

    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 in 2023, the Governance Committee benchmarked the current compensation structure against the executive compensation peer group described in the “Peer Group for Compensation Benchmarking” section of this Proxy Statement. Based on this review, the Governance Committee recommended, and the Board approved, maintaining the current level of compensation and stock ownership requirements for 2024. Non-employee director compensation for 2024 is set forth in detail below. The Board believes this structure aligns the non-employee director compensation program with shareholder interests through greater stock ownership.

  27. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table The table below shows the compensation that each non-employee director received for their 2023 Board and committee service.

  28. 2023 Non-Employee Director Compensation Table

    | Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Aneel Bhusri | 130,000 | 208,228 | 17,407 | 355,635 | | Wesley G. Bush | 185,000 | 208,228 | 27,344 | 420,572 | | Joanne C. Crevoiserat | 130,000 | 208,228 | 25,990 | 364,218 | | Linda R. Gooden | 155,000 | 208,228 | 15,490 | 378,718 | | Joseph Jimenez | 155,000 | 208,228 | 46,051 | 409,279 | | Jonathan McNeill | 145,900 | 208,228 | 13,219 | 367,347 | | Judith A. Miscik | 130,000 | 208,228 | 14,698 | 352,926 | | Patricia F. Russo | 255,000 | 208,228 | 8,969 | 472,197 | | Thomas M. Schoewe | 165,000 | 208,228 | 42,907 | 416,135 | | Carol M. Stephenson(4) | 61,100 | 97,882 | 30,078 | 189,060 | | Mark A. Tatum | 130,000 | 208,228 | 38,391 | 376,619 | | Jan E. Tighe(5) | 68,900 | 110,382 | 15,769 | 195,051 | | Devin N. Wenig | 160,000 | 208,228 | 32,428 | 400,656 |

  29. 2023 Non-Employee Director Compensation Table

    | (1) As described above, a director may elect to defer all or a portion of their annual cash retainer into DSUs. This column reflects director compensation eligible to be paid in cash, which consists of 60 percent (for 2023) of the annual Board retainer and any applicable fees for committee chairs, the Independent Lead Director, and in the case of Mr. Bush, Mr. McNeil, and Mr. Wenig, for service on the GM Cruise Holdings LLC board of directors. 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. Bhusri — $130,000; Mr. Bush — $185,000; Ms. Crevoiserat — $130,000; Mr. Jimenez — $155,000; Mr. McNeill — $145,900; Ms. Russo — $255,000; Ms. Tighe — $68,900; and Mr. Wenig — $160,000. |

  30. 2023 Non-Employee Director Compensation Table

    | (2) Reflects aggregate grant date fair value of DSUs granted in 2023, 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, 2023, which was $35.92. The holders of DSUs may 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. |

  31. 2023 Non-Employee Director Compensation Table

    | (3) The amounts included in the All Other Compensation column are described in the table below. |

  32. 2023 Non-Employee Director Compensation Table

    | Director | Company Vehicle Program(a) ($) | Other(b) ($) | Total ($) | | Aneel Bhusri | 17,167 | 240 | 17,407 | | Wesley G. Bush | 27,104 | 240 | 27,344 | | Joanne C. Crevoiserat | 25,750 | 240 | 25,990 | | Linda R. Gooden | 15,250 | 240 | 15,490 | | Joseph Jimenez | 45,811 | 240 | 46,051 | | Jonathan McNeill | 12,979 | 240 | 13,219 | | Judith A. Miscik | 14,458 | 240 | 14,698 | | Patricia F. Russo | 8,729 | 240 | 8,969 | | Thomas M. Schoewe | 42,667 | 240 | 42,907 | | Carol M. Stephenson(4) | 29,958 | 120 | 30,078 | | Mark A. Tatum | 38,151 | 240 | 38,391 | | Jan E. Tighe(5) | 15,649 | 120 | 15,769 | | Devin N. Wenig | 32,188 | 240 | 32,428 |

  33. 2023 Non-Employee Director Compensation Table

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

  34. 2023 Non-Employee Director Compensation Table

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

  35. 2023 Non-Employee Director Compensation Table

    | (4) Ms. Stephenson retired from the Board on June 20, 2023. |

  36. 2023 Non-Employee Director Compensation Table

    | (5) Ms. Tighe joined the Board on June 20, 2023. |

  37. 2023 Non-Employee Director Compensation Table

    | 20 | | ITEM NO. 1: ANNUAL ELECTION OF DIRECTORS |

  38. 2023 Non-Employee Director Compensation Table

    Corporate Governance

  39. Cybersecurity Risk Oversight

    | • | cybersecurity budget and resource allocation, including industry benchmarking and economic modeling of various potential cybersecurity events. |

  40. Policy for Approval of Audit and Permitted Non-Audit Services

    | • | Our STIP performance measures will continue to link to the Company’s annual financial goals and will be supplemented with strategic goals representing critical milestones that the Company needs to achieve in 2024. While EBIT-adjusted and AAFCF will remain the primary financial performance measures under the 2024 STIP, the plan will also incorporate specific performance measures mapped to our four strategic areas of focus (i.e., ICE, EV, AV, and Software and Services). This alignment in metrics for variable compensation will apply to all GM salaried employees and incentivize them to execute with greater accountability and a broader enterprise perspective. |

  41. Policy for Approval of Audit and Permitted Non-Audit Services

    | • | Our LTIP performance measures will continue to focus on creating long-term shareholder value and Company profitability, while increasing the focus on cash generation. Our new LTIP measures will include a performance measure mix of Cumulative Adjusted Automotive Operating Cash Flow, EBIT-adjusted Margin, and Relative TSR. These metrics directly link our leaders to our long-term transformation strategy and share price performance. |

  42. Policy for Approval of Audit and Permitted Non-Audit Services

    | • | To remain competitive in acquiring the talent we need and to efficiently utilize the shares available in the equity plan, our new LTIP structure will now incorporate RSUs in lieu of stock options, while retaining at risk compensation with PSUs representing 75% of each LTIP grant. |

  43. 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 to align with the interests of our shareholders | | ✓ Engage with shareholders and other stakeholders on various topics with members of management and directors, including our Compensation Committee and our Independent Lead Director | | ✓ 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 that is reviewed by the Audit Committee | | WHAT WE DON’T DO | | × Provide gross-up payments to cover personal income taxes or excise taxes pertaining to executive severance benefits | | × Pay above-market interest on deferred compensation in retirement plans | | × Allow any director or employee to engage in hedging or pledging of GM securities | | × Reward executives for excessive, imprudent, inappropriate, or unnecessary risk-taking | | × Allow the repricing, spring-loading, or backdating of equity awards |

  44. 2024 STIP and LTIP Design Changes

    2024 STIP and LTIP Design Changes Heading into 2024, the Compensation Committee undertook an extensive review of our STIP and LTIP designs with the objective of strengthening the alignment of our plans with our evolving financial and strategic goals. Following this review, we have enhanced our STIP and LTIP beginning with the 2024 performance year. The 2024 STIP performance measures will continue to include EBIT-adjusted (35% of STIP) and AAFCF (25% of STIP) as the primary financial measures to align with the performance of our ICE portfolio. In addition, the STIP will now incorporate EV (25% of STIP), Software & Services (“S&S”) (10% of STIP), and AV (5% of STIP) performance measures that align to the strategic pillars of our business. The final STIP payout will also be subject to an individual performance modifier not to exceed 110% of the STIP payout amount generated by Company performance. The final STIP payout will not exceed 200% of target. Recognizing the focus on strategy execution and the dynamic nature of the evolving markets for EV and AV technologies, the Committee decided it was more appropriate for the EV, AV, and S&S metrics to be in the STIP than in the LTIP to better align with the pace of the Company’s transformation strategy. The 2024 LTIP structure will continue to include PSUs (75% of LTIP), and will now incorporate RSUs (25% of LTIP) in lieu of stock options to improve our ability to attract and retain critical talent and to more efficiently use the shares available in the equity plan. The PSUs will continue to follow a three-year cliff vesting, and RSUs will vest ratably over three years. The 2024 LTIP PSU performance measures will include Cumulative AAOCF (30% of LTIP), EBIT-adjusted Margin (15% of LTIP), and Relative TSR (30% of LTIP). Relative TSR performance payout will continue to be capped at target if GM’s TSR is negative over the performance period. The redesigned LTIP continues to focus on driving shareholder value and Company profitability, while increasing the focus on cash generation during this critical period of transformation.

  45. 2023 STIP and LTIP Overview

    2023 STIP and LTIP Overview The 2023 STIP was designed to focus our leaders on key financial measures (75% of STIP) and strategic goals (25% of STIP). The total payout for the STIP ranges from 0 to 200 percent based on performance against pre-established targets. The Compensation Committee determines performance to strategic goals using a rigorous assessment process that evaluates final results against pre-established operational goals, safety results, and other measures, including sustainability outcomes. The payout for strategic goals performance occurs only if threshold performance of at least one financial measure is met. The 2023 LTIP design features stock options (25% of LTIP) to align our senior leaders with shareholders’ interest in stock price appreciation and PSUs (75% of LTIP) with performance measures that drive long-term results. PSU performance measures include EBIT-adjusted Margin (30% of LTIP), Relative TSR (30% of LTIP), and GMNA EV Measures (15% of LTIP). Relative TSR performance payout is capped at target if GM’s TSR is negative over the performance period.

  46. 2023 STIP and LTIP Overview

    | COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 47 |

  47. 2023 STIP and LTIP Overview

    Focusing 2023 performance on EBIT-adjusted, AAFCF, and strategic goals in the short term, combined with the PSU performance measures described above in the long term, provides direct alignment of our executive compensation program with the interests of our shareholders, and links the long-term compensation of our executives to the long-term strategy of the Company.

  48. Peer Group for 2023–2025 LTIP Performance

    Peer Group for 2023–2025 LTIP Performance The Compensation Committee uses the following OEMs in the Dow Jones Automobiles & Parts Titans 30 Index to measure relative performance for the Relative TSR measure in the 2023–2025 PSU awards, as they represent our global competition and are subject to similar macroeconomic forces.

  49. Peer Group for 2023–2025 LTIP Performance

    | Dow Jones Automobiles & Parts Titans 30 Index – OEM Peer Group(1) | | | | Bayerische Motoren Werke AG | Mercedes-Benz Group AG | Suzuki Motor Corporation | | Ford Motor Company | Nissan Motor Co., Ltd. | Tesla, Inc. | | Honda Motor Co., Ltd. | Renault SA | Toyota Motor Corporation | | Hyundai Motor Company | Stellantis NV | Volkswagen AG | | Kia Corporation | Subaru Corporation | |

  50. Peer Group for 2023–2025 LTIP Performance

    | (1) GM is a member of the Dow Jones Automobiles & Parts Titans 30 Index. Our performance is determined on a continuous ranking for performance relative to the OEM peer group. |

  51. Peer Group for Compensation Benchmarking

    Peer Group for Compensation Benchmarking The Compensation Committee annually reviews the peer group for compensation benchmarking comparisons and makes updates as needed to align with the established criteria and the Company’s strategy. We use the peer group to gather competitive market data on executive pay levels, executive compensation program design, and evolving trends in pay practices. 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.

  52. Peer Group for Compensation Benchmarking

    | 48 | | COMPENSATION DISCUSSION AND ANALYSIS |

  53. Peer Group for Compensation Benchmarking

    The Compensation Committee considered the following factors when selecting the peer group used to help establish 2023 target compensation levels for our NEOs:

  54. How We Use Benchmarking Data to Assess Compensation

    How We Use Benchmarking 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 and competitive data to benchmark 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. We review each element of total direct compensation (base salary, STIP, and LTIP) compared with the market. An individual element or an individual’s total direct compensation may be positioned above or below the market due to a variety of considerations, such as specific responsibilities, experience, performance in role, and pay positioning required to attract and retain top talent needed to execute on our vision during this critical period of transformation.

  55. How We Use Benchmarking Data to Assess Compensation

    | COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 49 |

  56. Compensation Structure

    | (2) Relative TSR is capped at target if GM’s TSR is negative over the performance period. |

  57. 2023 Target Compensation

    | | | | | | LTIP | | | | Name | Base Salary ($) | STIP (%) | STIP ($) | Total Target Cash Compensation ($) | PSUs(1) ($) | Stock Options ($) | Total Target Direct Compensation ($) | | Mary T. Barra | 2,100,000 | 200% | 4,200,000 | 6,300,000 | 14,625,000 | 4,875,000 | 25,800,000 | | Paul A. Jacobson | 1,000,000 | 125% | 1,250,000 | 2,250,000 | 6,187,500 | 2,062,500 | 10,500,000 | | Mark L. Reuss | 1,350,000 | 125% | 1,687,500 | 3,037,500 | 10,471,875 | 3,490,625 | 17,000,000 | | Michael Abbott(2) | 800,000 | 125% | 1,000,000 | 1,800,000 | 7,650,000 | 2,550,000 | 12,000,000 | | Craig B. Glidden | 1,100,000 | 125% | 1,375,000 | 2,475,000 | 4,898,400 | 1,632,800 | 9,006,200 |

  58. 2023 Target Compensation

    | (1) The number of PSUs awarded is determined by using the target PSU value divided by the closing stock price on the date of grant for the EBIT-adjusted Margin and EV Measures portions of the award, and the results of the Monte Carlo analysis for the Relative TSR portion of the award. |

  59. 2023 Target Compensation

    | (2) As discussed on page 60, Mr. Abbott was awarded a new hire equity grant in the form of RSUs to align his compensation in the year of hire with his target compensation levels approved by the Compensation Committee. Upon Mr. Abbott’s resignation described on page 60, the entirety of the new hire equity award was subsequently forfeited. |

  60. Performance Measures

    Performance Measures

  61. 2023 STIP Performance Measures

    2023 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 our shareholders’ interests.

  62. 2023 STIP Performance Measures

    | 52 | | COMPENSATION DISCUSSION AND ANALYSIS |

  63. 2023 STIP Performance Measures

    STIP awards, if any, are determined based on final Company financial performance and the Compensation Committee’s assessment of performance to strategic goals for each NEO. 2023 STIP targets were aligned to the Company’s business plan, which is reviewed and approved by the Board each year. The Compensation Committee set the 2023 STIP targets for EBIT-adjusted and AAFCF below the prior year’s results due to (i) moderation in the pricing environment based on industry supply normalization and softening overall macroeconomic conditions; (ii) normalization of GM Financial EBT performance; (iii) lower pension income driven by increasing interest rates; and (iv) increased investment in EVs and growth initiatives. The table below describes each STIP performance measure – its weight, its target, and the leadership behavior each measure drives.

  64. 2023 STIP Performance Measures

    | STIP Performance Measure | Weight | Target | Leadership Behaviors | | EBIT-adjusted ($B)(1) | 50% | $14.4 | Focus on operating results and driving strong profitability | | AAFCF ($B)(2) | 25% | $6.3 | Focus on driving strong cash flow to invest in the business and returning capital to shareholders | | Strategic Goals | 25% | 25 pts. | Focus on performance that aligns to the Company vision, our broad social responsibilities, and drives business results |

  65. 2023 STIP Performance Measures

    | (1) Measure adjusted for incentive purposes and excludes the impact of Cruise. For a description of how EBIT-adjusted is calculated, see Appendix A. |

  66. 2023 STIP Performance Measures

    | (2) Measure adjusted for incentive purposes and excludes payments related to certain recall-related expenses attributable to events occurring in 2014. For a description of how AAFCF is calculated, see Appendix A. |

  67. 2023 STIP Performance Measures

    Strategic goals are approved by the Compensation Committee and align to delivering on our long-term Company strategy and objectives. Strategic goals cover the following five areas: Our People – Attracting, retaining, and engaging our people by providing the best employee experience that supports and invests in DE&I, while promoting values and behaviors that return people home safely every day. Products, Software, and Services – Creating leading technologies and innovations that deliver customer value, and executing launch excellence with best-in-class product quality to achieve our vision of a world of zero crashes, zero emissions, and zero congestion. Citizenship – Prioritizing actions that are inclusive for the communities in which we live and work, including implementation of our plan to be carbon neutral in our global products and operations by 2040 and to eliminate tailpipe emissions from new U.S. light-duty vehicles by 2035. Enterprise – Maximizing our EV opportunity through scale and cost optimization by expanding manufacturing capabilities and operational excellence, while exceeding our financial and structural cost objectives. Customer Experience – Reimagining the customer experience, while in pursuit of EV leadership and enhancing human experiences across the GM ecosystem. Following the performance period, the Compensation Committee uses a scorecard to assess individual performance results to the strategic goals above and makes final compensation decisions as discussed beginning on page 42. The potential payout for each Company performance measure and for the strategic goals ranges from 0 to 200 percent of target based on actual Company performance and performance to strategic goals. The payout for threshold performance is 25 percent for both EBIT-adjusted and AAFCF; performance below threshold results in a 0 percent payout. Final STIP awards are calculated as follows:

  68. 2023 STIP Performance Measures

    | COMPENSATION DISCUSSION AND ANALYSIS | 2024 Proxy Statement | 53 |

  69. 2023–2025 LTIP Performance Measures

    2023–2025 LTIP Performance Measures Grants made under the LTIP are intended to link the financial interests of NEOs with the long-term interests of shareholders. When determining grant amounts, the Compensation Committee considers factors such as individual responsibilities, experience, and performance. In addition, the Compensation Committee factors relevant market compensation comparison data and input provided by its independent compensation consultant. The structure includes 75 percent PSUs and 25 percent stock options. PSUs cliff-vest following a three-year performance period and stock options vest ratably over three years. PSUs are based on EBIT-adjusted Margin performance, Relative TSR performance against our OEM peer group shown on page 48, and EV performance measures. Relative TSR performance payout is capped at target if GM’s TSR is negative over the performance period. The PSU performance measures align our executive compensation program with our all-electric future and direct additional focus on Company growth and sustainability performance, while continuing to focus on delivering shareholder returns. The table below describes each PSU performance measure — its weight, its target, and the leadership behavior each measure drives.

  70. 2023–2025 LTIP Performance Measures

    | PSU Performance Measure | Weight | Target(1) | Leadership Behaviors | | EBIT-adjusted Margin | 40% | — | Focus on pursuing profitable growth opportunities and driving higher margins on existing revenue bases | | Relative TSR | 40% | 50th Percentile(3) | Focus on delivering shareholder returns that outperform our OEM peer group | | EV Measures(2) | 20% | — | Focus on executing our commitment to an all-electric future |

  71. 2023–2025 LTIP Performance Measures

    | (1) The performance targets for EBIT-adjusted Margin and EV Measures are not being provided at this time as providing this information will allow competitors insight into our business that could substantially harm our growth strategy. |

  72. 2023–2025 LTIP Performance Measures

    | (2) EV Measures are comprised of GMNA EV Volume, GMNA EV Launch Timing, and GMNA EV Launch Quality (modifier). |

  73. 2023–2025 LTIP Performance Measures

    | (3) Relative TSR is capped at target if GM’s TSR is negative over the performance period. |

  74. 2023–2025 LTIP Performance Measures

    The 2023–2025 PSUs vest and deliver following the completion of the three-year performance period beginning January 1, 2023, and can be earned at a level between 0 and 200 percent of target. Final PSU awards are calculated as follows:

  75. 2023–2025 LTIP Performance Measures

    | (1) EV Measures are comprised of GMNA EV Volume, GMNA EV Launch Timing, and GMNA EV Launch Quality (modifier). |

  76. 2023–2025 LTIP Performance Measures

    | 54 | | COMPENSATION DISCUSSION AND ANALYSIS |

  77. Summary of Outstanding Performance Awards

    Summary of Outstanding Performance Awards Each PSU award features a three-year performance period resulting in overlapping awards that, in aggregate, cover a five-year period. The potential payout for each PSU award ranges from 0 to 200 percent. The table below illustrates the performance period for the three outstanding PSU awards as of the filing date of this Proxy Statement, and the corresponding performance measures and weights.

  78. Summary of Outstanding Performance Awards

    | (1) The performance of each PSU award will be measured and determined at the end of the performance period. |

  79. Summary of Outstanding Performance Awards

    | (3) Relative TSR is capped at target if GM’s TSR is negative over the performance period. |

  80. 2023 STIP Results

    2023 STIP Results The Company financial performance portion of the 2023 STIP award was calculated based on the Company’s achievement of EBIT-adjusted and AAFCF performance measures. The Company achieved above target results for both of these performance measures driven by (i) continued strength of core auto performance driven by strong demand for the Company’s vehicles and its ability to maintain sales allowances at below-industry averages; (ii) implementation of a fixed cost reduction program; and (iii) strong GM Financial performance. These strong results were achieved despite tightening economic conditions and unanticipated headwinds related to policy, warranty, and other one-time supplier-related developments that were not contemplated in the Company’s business plan when the Compensation Committee set the 2023 STIP targets. The Company’s 2023 financial results and key business highlights are detailed in the “Our Company Performance” section on page 43. In addition to the Company’s financial measures, a portion of each NEO’s STIP evaluates their performance against pre-established strategic goals. Final 2023 STIP performance approved by the Compensation Committee is displayed below.

  81. 2023 STIP Results

    | STIP Measure | Weight | Threshold 25% | 50% | Target 100% | 150% | Maximum 200% | Performance Result | | EBIT-adjusted ($B)(1) | 50% | $8.5 | $12.4 | $14.4 | $16.4 | $17.4 | $15.1 | | AAFCF ($B)(2) | 25% | $0.4 | $4.3 | $6.3 | $8.3 | $9.3 | $8.4 | | Strategic Goals(3) | 25% | 0 pts. | — | 25 pts. | — | 50 pts. | 25-35 pts. | | Performance Payout(4) | 125%—135% of Target | | | | | | |

  82. 2023 STIP Results

    | (1) Measure adjusted for incentive purposes and excludes the impact of Cruise. For a description of how EBIT-adjusted is calculated, see Appendix A. |

  83. 2023 STIP Results

    | (2) This measure is adjusted for incentive compensation purposes to add certain recall-related expenses attributable to events occurring in 2014. In addition, at the recommendation of management, and with the approval of the Compensation Committee, this measure was adjusted downward for events that impacted EBIT-adjusted in 2023, but will impact cash flows in future periods. For a description of how AAFCF is calculated, see Appendix A. |

  84. 2023 STIP Results

    | (3) Performance results to strategic goals are discussed beginning on page 52. |

  85. 2023 STIP Results

    | (4) Performance payout includes two percentage points for strong safety results per the plan. |

  86. 2021–2023 LTIP Results

    2021–2023 LTIP Results The 2021-2023 PSUs vested on February 18, 2024, based on Company performance for the three-year performance period beginning January 1, 2021 and ending December 31, 2023, against pre-established performance targets for Relative ROIC-adjusted and Relative TSR. Final LTIP performance approved by the Compensation Committee is displayed below.

  87. 2021–2023 LTIP Results

    | | | Percentile | | | | | LTIP Measure | Weight | Threshold | Target | Maximum | Performance Result | | Relative ROIC-adjusted | 50% | 35th | 60th | 100th | 79th Percentile | | Relative TSR | 50% | 25th | 50th | 75th | Below Threshold | | Performance Payout | | | | | 74% of Target |

  88. 2021–2023 LTIP Results

    | 56 | | COMPENSATION DISCUSSION AND ANALYSIS |

  89. Chair and Chief Executive Officer

    Represents Sustainability Results Long-Term Incentive – In February 2023, awarded an annual LTIP grant of $19.5 million, consisting of 75 percent PSUs and 25 percent stock options. Total awarded compensation for 2023, including salary, STIP, and LTIP, is displayed below.

  90. Chair and Chief Executive Officer

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Only Fixed Pay Element | $2,100,000 | | STIP | Performance to Metrics | $5,250,000 | | PSUs | Performance to Metrics and Stock Price | $14,625,000 | | Stock Options | Performance to Stock Price | $4,875,013 | | TOTAL | | $26,850,013 |

  91. Executive Vice President and Chief Financial Officer

    Represents Sustainability Results Long-Term Incentive – In February 2023, awarded an annual LTIP grant of $8.25 million, consisting of 75 percent PSUs and 25 percent stock options. Total awarded compensation for 2023, including salary, STIP, and LTIP, is displayed below.

  92. Executive Vice President and Chief Financial Officer

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Only Fixed Pay Element | $1,000,000 | | STIP | Performance to Metrics | $1,687,500 | | PSUs | Performance to Metrics and Stock Price | $6,187,500 | | Stock Options | Performance to Stock Price | $2,062,503 | | TOTAL | | $10,937,503 |

  93. President

    Represents Sustainability Results Long-Term Incentive – In February 2023, awarded an annual LTIP grant of $13.96 million, consisting of 75 percent PSUs and 25 percent stock options. Total awarded compensation for 2023, including salary, STIP, and LTIP, is displayed below.

  94. President

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Only Fixed Pay Element | $1,350,000 | | STIP | Performance to Metrics | $2,109,400 | | PSUs | Performance to Metrics and Stock Price | $10,471,875 | | Stock Options | Performance to Stock Price | $3,490,634 | | TOTAL | | $17,421,909 |

  95. Executive Vice President, Software

    Represents Sustainability Results New Hire Equity Award – In July 2023, awarded a new hire RSU grant of $17.0 million, vesting ratably on each anniversary of the grant date in 2024 and 2025. This award is reflective of the Company’s aim to attract and retain top talent that is critical to achieve the Company’s long-term strategy, and the competitive market against which we are competing for top technology talent. This award was intended to align Mr. Abbott’s compensation in the year of hire with his target compensation levels approved by the Compensation Committee. Upon Mr. Abbott’s resignation described above, the entirety of the new hire equity award was subsequently forfeited. Total awarded compensation for 2023, including salary, one-time cash payment, STIP, and LTIP, is displayed below.

  96. Executive Vice President, Software

    | (2) Upon Mr. Abbott’s resignation, the entirety of the new hire equity award was subsequently forfeited. |

  97. Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary

    Represents Sustainability Results Long-Term Incentive – In February 2023, awarded an annual LTIP grant of $6.53 million, consisting of 75 percent PSUs and 25 percent stock options. One-Time Equity Award – In December 2023, awarded a one-time RSU grant of $2.0 million in recognition of Mr. Glidden’s appointment as Co-President and Chief Administrative Officer of Cruise, in addition to continuing in his role with GM as Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary. The award vests in full on the second anniversary of the grant date in 2025. Total awarded compensation for 2023, including salary, STIP, and LTIP, is displayed below.

  98. Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Only Fixed Pay Element | $893,750 | | STIP | Performance to Metrics | $1,856,300 | | PSUs | Performance to Metrics and Stock Price | $4,898,400 | | Stock Options | Performance to Stock Price | $1,632,807 | | RSUs | Performance to Stock Price | $2,000,006 | | TOTAL | | $11,281,263 |

  99. Compensation Risk Assessment

    Compensation Risk Assessment Annually, the Compensation Committee reviews the potential impact of our compensation programs on organizational risk. The Compensation Committee discusses the compensation programs and risk mitigation features when evaluating whether the programs encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk-taking. The Compensation Committee also confirms the alignment of the compensation programs to the Company’s sustainability risks and opportunities. The annual risk review, completed in December 2023, with assistance from our human resources, audit, and legal organizations, as well as our independent compensation consultant, involved analyzing our current compensation programs in relation to organizational risk. Our analysis concluded that our compensation programs include the following risk mitigation features: Mix of Pay Elements – Base salary, STIP, PSUs, and stock options are included in the executive compensation program. Short-Term and Long-Term Plans – The mix of our short-term and long-term compensation plans appropriately reward employees while balancing risk through the delayed payment of long-term awards. Adjustments to Compensation – Maximum payout caps are in place for incentive compensation, and the Compensation Committee has the ability to apply negative discretion. Compensation Committee Oversight – Our Compensation Committee reviews plan performance and approves all executive compensation plans and payouts. Multiple Performance Measures – Multiple performance measures work together to balance risk in our incentive compensation plans. Stock Ownership Requirements – All senior leaders are subject to stock ownership requirements of at least one times their salary, as described above.

  100. Policy on Recoupment of Incentive Compensation

    | | 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 other executives under the purview of the Compensation Committee | Approximately 250 senior leaders | All employees that receive awards through STIP or LTIP | | Event Applicable | Following employee misconduct that causes specified financial or reputational damage, a materially inaccurate performance calculation, or an accounting restatement, as defined by the policy | Employee violates non-compete or non-solicitation terms | Employee engages in conduct deemed detrimental to the Company | | Awards Subject to Cancellation, Forfeiture, and/or Recoupment | STIP, PSUs, RSUs, and Stock Options | PSUs, RSUs, and Stock Options | STIP, PSUs, RSUs, and Stock Options |

  101. Compensation Committee and Consultant Independence

    | • | Fees paid as a percentage of the compensation consultants’ total revenue; |

  102. Compensation Committee and Consultant Independence

    | • | Any business or personal relationships between members of the Compensation Committee and the compensation consultant; |

  103. Compensation Committee and Consultant Independence

    | • | GM stock ownership by employees of the compensation consultant; and |

  104. Compensation Committee and Consultant Independence

    | • | Any business or personal relationships between GM and the compensation consultant. |

  105. Summary Compensation Table

    Summary Compensation Table

  106. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Nonequity Incentive Plan Compensation(5) ($) | Change in Pension Value and NQ Deferred Compensation Earnings(6) ($) | All Other Compensation(7) ($) | Total ($) | | Mary T. Barra Chair and Chief Executive Officer | 2023 | 2,100,000 | — | 14,625,000 | 4,875,013 | 5,250,000 | — | 997,392 | 27,847,405 | | | 2022 | 2,100,000 | — | 14,625,000 | 4,875,010 | 6,258,000 | — | 1,121,560 | 28,979,570 | | | 2021 | 2,100,000 | — | 14,582,198 | 3,937,507 | 7,644,000 | — | 873,075 | 29,136,780 | | Paul A. Jacobson Executive Vice President and Chief Financial Officer | 2023 | 1,000,000 | — | 6,187,500 | 2,062,503 | 1,687,500 | — | 186,421 | 11,123,924 | | | 2022 | 1,000,000 | — | 5,362,500 | 1,787,513 | 1,862,500 | — | 223,425 | 10,235,938 | | | 2021 | 1,000,000 | — | 4,860,724 | 1,312,502 | 2,250,000 | — | 155,422 | 9,578,648 | | Mark L. Reuss President | 2023 | 1,350,000 | — | 10,471,875 | 3,490,634 | 2,109,400 | 22,215 | 522,168 | 17,966,292 | | | 2022 | 1,350,000 | — | 7,471,875 | 2,490,626 | 2,598,800 | — | 438,250 | 14,349,551 | | | 2021 | 1,300,000 | — | 6,180,076 | 1,668,752 | 3,038,800 | — | 348,119 | 12,535,747 | | Michael Abbott Executive Vice President, Software | 2023 | 488,889 | 1,500,000 | 17,000,001 | — | 1,350,000 | — | 49,197 | 20,388,087 | | Craig B. Glidden Executive Vice President, Legal, Policy, Cybersecurity, and Corporate Secretary | 2023 | 893,750 | — | 6,898,406 | 1,632,807 | 1,856,300 | — | 221,674 | 11,502,937 |

  107. Summary Compensation Table

    | (1) Titles reflect position as of December 31, 2023. Mr. Abbott and Mr. Glidden were not NEOs in 2022 or 2021. |

  108. Summary Compensation Table

    | (2) Reflects first installment of Mr. Abbott’s new hire cash payment. Upon his resignation (effective April 2, 2024), the second installment of the new hire cash payment will not be paid. |

  109. Summary Compensation Table

    | (3) Stock Awards displays the grant date fair values of PSUs and RSUs issued under the LTIP, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. PSUs will vest based on GM’s performance against EBIT-adjusted Margin, Relative TSR, and EV Measures. The assumptions used for the Monte Carlo valuation of the Relative TSR portion of the PSUs are summarized below: |

  110. Summary Compensation Table

    | Grant Date | Stock Price | Implied Volatility | Risk-Free Interest Rate | Valuation Price | Valuation Price as a Percent of Target | | 2/7/2023 | $41.40 | 34% | 4.15% | $53.12 | 128.3% |

  111. Summary Compensation Table

    | There is no dividend yield, as dividends are assumed to be reinvested for the TSR calculation. The maximum award for PSUs for the 2023–2025 performance period is 200% of PSUs granted. If the maximum level of performance is achieved, the grant date fair values for the 2023 PSUs would be $29,250,000 (Ms. Barra), $12,375,000 (Mr. Jacobson), $20,943,750 (Mr. Reuss), and $9,796,800 (Mr. Glidden). Upon his resignation, Mr. Abbott forfeited the new hire RSU award in its entirety. |

  112. Summary Compensation Table

    | (4) 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: |

  113. Summary Compensation Table

    | Grant Date | Dividend Yield | Implied Volatility | Risk-Free Interest Rate | Expected Option Life | Grant Date Fair Value | | 2/7/2023 | 1.90% | 34% | 3.70% | 6.00 years | $13.27 |

  114. Summary Compensation Table

    | (5) All NEOs were eligible for a payment under the STIP for 2023 performance based on the Company’s achievement of annual performance goals and individual performance. Individual performance decisions for each NEO are determined by the Compensation Committee; results are discussed beginning on page 57. |

  115. Summary Compensation Table

    | (6) These amounts represent the actuarial change in the present value of the NEO’s accrued benefit for 2023 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 70. The Company does not credit interest at above-market rates to any deferred retirement accounts, and no interest amounts are included in these totals. In 2023, the actuarial present value decreased in the amount of $51,638 (Ms. Barra). Messrs. Jacobson, Abbott, and Glidden are not eligible to participate in DB pension plans based on their date of service. |

  116. Summary Compensation Table

    | (7) The amounts included as All Other Compensation are described in the table below. |

  117. Summary Compensation Table

    | 66 | | EXECUTIVE COMPENSATION TABLES |

  118. Grants of Plan-Based Awards

    Grants of Plan-Based Awards STIP awards for the 2023 performance year were made under the terms of the General Motors Company 2017 Short-Term Incentive Plan. Equity awards granted to each NEO were made under the terms of the General Motors Company 2020 Long-Term Incentive Plan. PSUs vest and deliver at the end of the performance period and can be earned at a level between 0 and 200 percent of target. PSUs are based on the achievement of performance conditions relating to EBIT-adjusted Margin, Relative TSR, and EV Measures over a three-year performance period from January 1, 2023, to December 31, 2025. Stock options vest ratably over a three-year period. The RSUs granted to Mr. Abbott on July 3, 2023, will vest in fifty percent tranches on July 3, 2024, and July 3, 2025. The RSUs granted to Mr. Glidden on December 13, 2023, will vest in full on December 13, 2025.

  119. Grants of Plan-Based Awards

    | | | | | 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 | 1/1/2023 | 12/5/2022 | 262,500 | 4,200,000 | 8,400,000 | | | | | | | | | | Options | 2/7/2023 | 12/5/2022 | | | | | | | | 367,371 | 41.40 | 4,875,013 | | | PSU | 2/7/2023 | 12/5/2022 | | | | 32,209 | 322,085 | 644,170 | | | | 14,625,000 | | Paul A. Jacobson | STIP | 1/1/2023 | 12/5/2022 | 78,125 | 1,250,000 | 2,500,000 | | | | | | | | | | Options | 2/7/2023 | 12/5/2022 | | | | | | | | 155,426 | 41.40 | 2,062,503 | | | PSU | 2/7/2023 | 12/5/2022 | | | | 13,627 | 136,267 | 272,534 | | | | 6,187,500 | | Mark L. Reuss | STIP | 1/1/2023 | 12/5/2022 | 105,469 | 1,687,500 | 3,375,000 | | | | | | | | | | Options | 2/7/2023 | 12/5/2022 | | | | | | | | 263,047 | 41.40 | 3,490,634 | | | PSU | 2/7/2023 | 12/5/2022 | | | | 23,062 | 230,621 | 461,242 | | | | 10,471,875 | | Michael Abbott | STIP | 5/22/2023 | 4/21/2023 | 62,500 | 1,000,000 | 2,000,000 | | | | | | | | | | RSU(2) | 7/3/2023 | 4/21/2023 | | | | | | | 436,345 | | | 17,000,001 | | Craig B. Glidden | STIP | 1/1/2023 | 12/7/2023 | 85,938 | 1,375,000 | 2,750,000 | | | | | | | | | | Options | 2/7/2023 | 12/5/2022 | | | | | | | | 123,045 | 41.40 | 1,632,807 | | | PSU | 2/7/2023 | 12/5/2022 | | | | 10,788 | 107,877 | 215,754 | | | | 4,898,400 | | | RSU | 12/13/2023 | 12/7/2023 | | | | | | | 58,841 | | | 2,000,006 |

  120. Grants of Plan-Based Awards

    | (1) This column shows the aggregate grant date fair value of equity awards granted to the NEOs in 2023. 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. |

  121. Grants of Plan-Based Awards

    | (2) Upon his resignation, Mr. Abbott forfeited the new hire RSU award in its entirety. |

  122. Grants of Plan-Based Awards

    | 68 | | EXECUTIVE COMPENSATION TABLES |

  123. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  124. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Mary T. Barra | 2/7/2023 | — | 367,371(2) | 41.40 | 2/7/2033 | | | 322,085(8) | 11,569,293(10) | | | 2/8/2022 | 92,752 | 185,502(3) | 49.46 | 2/8/2032 | | | 286,926(9) | 10,306,382(11) | | | 2/18/2021 | 129,758 | 64,879(4) | 52.16 | 2/18/2031 | 167,586(5) | 6,019,689 | | | | Paul A. Jacobson | 2/7/2023 | — | 155,426(2) | 41.40 | 2/7/2033 | | | 136,267(8) | 4,894,711(10) | | | 2/8/2022 | 34,009 | 68,018(3) | 49.46 | 2/8/2032 | | | 105,207(9) | 3,779,035(11) | | | 2/18/2021 | 43,253 | 21,626(4) | 52.16 | 2/18/2031 | 55,862(5) | 2,006,563 | | | | Mark L. Reuss | 2/7/2023 | — | 263,047(2) | 41.40 | 2/7/2033 | | | 230,621(8) | 8,283,906(10) | | | 2/8/2022 | 47,387 | 94,772(3) | 49.46 | 2/8/2032 | | | 146,590(9) | 5,265,513(11) | | | 2/18/2021 | 54,993 | 27,496(4) | 52.16 | 2/18/2031 | 71,025(5) | 2,551,218 | | | | Michael Abbott | 7/3/2023 | | | | | 436,345(6) | 15,673,512 | | | | Craig B. Glidden | 12/13/2023 | | | | | 58,841(7) | 2,113,569 | | | | | 2/7/2023 | — | 123,045(2) | 41.40 | 2/7/2033 | | | 107,877(8) | 3,874,942(10) | | | 2/8/2022 | 23,931 | 47,862(3) | 49.46 | 2/8/2032 | | | 74,030(9) | 2,659,158(11) | | | 7/1/2021 | 9,047 | 4,523(4) | 59.11 | 2/18/2031 | 7,981(5) | 286,678 | | | | | 2/18/2021 | 24,716 | 12,358(4) | 52.16 | 2/18/2031 | 31,922(5) | 1,146,638 | | |

  125. Outstanding Equity Awards at Fiscal Year-End

    | (1) The awards are valued based on the closing price of GM common stock on the NYSE on December 29, 2023, which was $35.92. |

  126. Outstanding Equity Awards at Fiscal Year-End

    | (2) Stock options granted on February 7, 2023, vest ratably each February 7 of 2024, 2025, and 2026. |

  127. Outstanding Equity Awards at Fiscal Year-End

    | (3) Stock options granted on February 8, 2022, vest ratably each February 8 of 2023, 2024, and 2025. |

  128. Outstanding Equity Awards at Fiscal Year-End

    | (4) Stock options granted on February 18, 2021, and July 1, 2021, vest ratably each February 18 of 2022, 2023, and 2024. |

  129. Outstanding Equity Awards at Fiscal Year-End

    | (5) 2021-2023 PSU awards granted on February 18, 2021, and July 1, 2021, cliff-vested on February 18, 2024, upon determination of results for the performance period January 1, 2021–December 31, 2023. The final performance of the 2021–2023 PSU award was 74% and is discussed on page 56. |

  130. Outstanding Equity Awards at Fiscal Year-End

    | (6) RSU awards granted to Mr. Abbott on July 3, 2023, vest ratably each July 3 of 2024 and 2025, which were subsequently forfeited upon his resignation. |

  131. Outstanding Equity Awards at Fiscal Year-End

    | (7) RSU awards granted to Mr. Glidden on December 13, 2023, vest in full on December 13, 2025. |

  132. Outstanding Equity Awards at Fiscal Year-End

    | (8) 2023-2025 PSU awards granted on February 7, 2023, cliff-vest on February 7, 2026, upon determination of results for the performance period January 1, 2023–December 31, 2025. |

  133. Outstanding Equity Awards at Fiscal Year-End

    | (9) 2022-2024 PSU awards granted on February 8, 2022, cliff-vest on February 8, 2025, upon determination of results for the performance period January 1, 2022–December 31, 2024. |

  134. Outstanding Equity Awards at Fiscal Year-End

    | (10) Assumes target-level payout of PSU awards. The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2023–2025 PSUs granted on February 7, 2023, outstanding as of December 31, 2023, for Ms. Barra is 644,170 ($23,138,586); for Mr. Jacobson is 272,534 ($9,789,421); for Mr. Reuss is 461,242 ($16,567,813); and for Mr. Glidden is 215,754 ($7,749,884). |

  135. Outstanding Equity Awards at Fiscal Year-End

    | (11) Assumes target-level payout of PSU awards. The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2022–2024 PSUs granted on February 8, 2022, outstanding as of December 31, 2023, for Ms. Barra is 573,852 ($20,612,764); for Mr. Jacobson is 210,414 ($7,558,071); for Mr. Reuss is 293,180 ($10,531,026); and for Mr. Glidden is 148,060 ($5,318,315). |

  136. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  137. Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mary T. Barra | — | — | 440,618 | 18,219,554 | | Paul A. Jacobson | — | — | 76,976 | 2,931,444 | | Mark L. Reuss | — | — | 174,779 | 7,227,112 | | Michael Abbott | — | — | — | — | | Craig B. Glidden | — | — | 82,432 | 3,408,563 |

  138. Option Exercises and Stock Vested

    | (1) The aggregate dollar value realized upon exercise is computed by multiplying the number of shares at exercise by the difference between the market price of GM common stock and the exercise price of the options. |

  139. Option Exercises and Stock Vested

    | (2) The aggregate dollar value realized upon vesting is computed by multiplying the number of shares vested by the closing price of GM common stock on the vesting date. |

  140. Option Exercises and Stock Vested

    | EXECUTIVE COMPENSATION TABLES | 2024 Proxy Statement | 69 |

  141. Pension Benefits

    Pension Benefits

  142. GM Salaried Retirement Plan

    GM Salaried Retirement Plan Eligibility and Vesting: The GM Salaried Retirement Plan (“SRP”) is a funded, tax-qualified retirement plan 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 percent of the employee’s eligible earnings up to the IRS-prescribed limits for tax-qualified plans. The 1.25 percent accruals were frozen September 30, 2012. Service from January 1, 2001, to December 31, 2006: 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, 2023, Ms. Barra and Mr. Reuss were eligible for early retirement. The plan also provides Social Security supplements for those hired prior to 1988. For employees hired on 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 percent lump sum option. For employees hired from January 1, 2001, to December 31, 2006, the plan provides a single-life annuity, a contingent annuitant optional form of payment, or a 100 percent lump sum option. Tax Code Limitations on Benefits: Section 415(b)(1)(A) of the IRC limits the benefits payable under the SRP. For 2023, the maximum single life annuity an NEO could have received under these limits was $265,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution, and actual retirement dates.

  143. GM Executive Retirement Plan

    tual 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 plan 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 equals the greater of (a) 2 percent of the average monthly base salary multiplied by all years of contributory service less the sum of all benefits payable under the SRP plus the maximum Social Security benefit as of January 2007 multiplied by all years of contributory service or (b) 1.5 percent of the average monthly base salary plus STIP 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 percent of the maximum Social Security benefit as of January 2007. In both cases, the base salary and STIP 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 equals 1.25 percent of 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 u

  144. GM Executive Retirement Plan

    ng the same factors as are utilized for e

  145. GM Executive Retirement Plan

    ly retirement | 70 | | EXECUTIVE COMPENSATION TABLES | under the SRP. As of December 31, 2023, Ms. Barra and Mr. Reuss 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. The table below reflects pension benefits

  146. GM Executive Retirement Plan

    of December 31, 2023, provided by the respective plans. | Name | Plan Name | Number of Years of Eligible Credited Service as of December 31, 2023(1) | Present Value of Accumulated Benefits(2) ($) | Payments During Last Fiscal Year ($) | | Mary T. Barra | SRP | 41.3 | 1,191,304 | — | | | DB ERP | 41.3 | 917,126 | — | | Paul A. Jacobson(3) | — | — | — | — | | Mark L. Reuss | SRP | 36.8 | 954,156 | — | | | DB ERP | 36.8 | 630,925 | — | | Michael Abbott(3)

  147. GM Executive Retirement Plan

    — | — | — | — | | Craig B. Glidden(3) | — | — | — | — | | (1) Eligible service recognizes credited service under the frozen qualified SRP in additi

  148. GM Executive Retirement Plan

    to future service to determine retirement eligibility. | | (2) The present value of the SRP benefit amount shown takes into consideration the ability to elect a joint and survivor annuity form of 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, 2023, FASB ASC Topic 715, “Compensation-Retirement Benefits,” except where needed to meet proxy statement requirements. The discount rates used for calculations as of December 3

  149. GM Executive Retirement Plan

    2023, for the SRP is 5.18% and for the DB ERP is 5.07%. | | (3) Messrs. Jacobson, Abbott, and Glidden are only eligible to participate in DC ERP

  150. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan We maintain certain deferred compensation programs and arrangements for executives. The Defined Contribution Executive Retirement Plan (“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 made 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 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 percent lump sum upon the retirement of the executive. The table below reflects December 31, 2023, balances for the nonqualified deferred compensation plan and any contributions, earnings, or withdrawals during the year.

  151. Nonqualified Deferred Compensation Plan

    | Name | Plan | Executive Contributions in the Last Fiscal Year ($) | Registrant Contributions in the Last Fiscal Year(1) ($) | Aggregate Earnings in the Last Fiscal Year(2) ($) | Aggregate Withdrawals and Distributions ($) | Aggregate Balance at 2023 Fiscal Year End(3) ($) | | Mary T. Barra | DC ERP | — | 567,980 | 698,647 | — | 6,002,924 | | Paul A. Jacobson | DC ERP | — | 134,633 | 46,847 | — | 375,149 | | Mark L. Reuss | DC ERP | — | 278,794 | 369,988 | — | 2,806,034 | | Michael Abbott | DC ERP | — | 12,711 | 669 | — | 13,380 | | Craig B. Glidden | DC ERP | — | 126,067 | 122,341 | — | 1,108,530 |

  152. Nonqualified Deferred Compensation Plan

    | (1) The amounts shown are included in All Other Compensation in the Summary Compensation Table. |

  153. Nonqualified Deferred Compensation Plan

    | (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. |

  154. Nonqualified Deferred Compensation Plan

    | (3) The following amounts have been included in the Summary Compensation Table in prior years: $3,772,324 (Ms. Barra), $215,021 (Mr. Jacobson), $1,763,928 (Mr. Reuss), and $120,793 (Mr. Glidden). |

  155. Nonqualified Deferred Compensation Plan

    | EXECUTIVE COMPENSATION TABLES | 2024 Proxy Statement | 71 |

  156. Potential Payments Upon Termination

    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, 2023, 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 respective 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 70 and the aggregate balance due to each NEO that is shown in the Nonqualified Deferred Compensation Plan table above. For purposes of the following table, the Company describes these terminations and potential payments: 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 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 reaches the age of 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 retirement date in the performance year and once final performance has been determined. RSUs granted in the year of the retirement date are prorated based on the retirement date, and continue to vest in accordance with the vesting schedule. RSUs granted prior to the year of the retirement date will continue to vest in accordance with the vesting schedule. PSUs granted in the year of the retirement date are prorated based on the retirement date, and will be adjusted for final Company performance and be settled following approval of such performance. PSUs granted prior to the year of the retirement date 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 in the year of the retirement date are prorated based on the retirement date, and continue to vest in accordance with the vesting schedule. Stock options granted prior to the year of the retirement date will continue to vest in accordance with the 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 will continue to vest in accordance with the vesting schedule. PSUs will remain outstanding until the end of the performance period, at which time they will be adjusted for final Company performance and be settled following approval of such performance. Stock options will continue to vest in accordance with the vesting schedule. Death — Following the death of an executive, the beneficiary of the executive is eligible to receive the full-year STIP award subject to adjustment for final Company performance. RSUs immediately vest in full and are settled within 90 days of death. PSUs will remain outstanding until the end of the performance period, at which time they will be adjusted for final Company performance and be settled following approval of such performance. Stock options immediately vest upon death.

  157. Potential Payments Upon Termination

    | 72 | | EXECUTIVE COMPENSATION TABLES |

  158. Potential Payments Upon Termination

    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, 2023.

  159. Potential Payments Upon Termination

    | Name | Compensation Element(1)(2)(3) | Voluntary Separation or Termination for Cause ($) | Executive Severance Program ($) | Retirement(4) ($) | Disability ($) | Death ($) | Change in Control with Termination ($) | | Mary T. Barra | Cash | — | 4,253,798 | — | — | — | 4,238,798 | | | STIP | — | 4,200,000 | 5,250,000 | 5,250,000 | 5,250,000 | 4,200,000 | | | LTIP | — | 6,019,689 | 27,895,364 | 27,895,364 | 27,895,364 | 27,895,364 | | | TOTAL | — | 14,473,487 | 33,145,364 | 33,145,364 | 33,145,364 | 36,334,162 | | Paul A. Jacobson | Cash | — | 1,534,820 | — | — | — | 1,519,820 | | | STIP | — | 1,250,000 | — | 1,562,500 | 1,562,500 | 1,250,000 | | | LTIP | — | 2,006,563 | — | 10,680,309 | 10,680,309 | 10,680,309 | | | TOTAL | — | 4,791,383 | — | 12,242,809 | 12,242,809 | 13,450,129 | | Mark L. Reuss | Cash | — | 2,069,099 | — | — | — | 2,054,099 | | | STIP | — | 1,687,500 | 2,109,400 | 2,109,400 | 2,109,400 | 1,687,500 | | | LTIP | — | 2,551,218 | 16,100,637 | 16,100,637 | 16,100,637 | 16,100,637 | | | TOTAL | — | 6,307,817 | 18,210,037 | 18,210,037 | 18,210,037 | 19,842,236 | | Michael Abbott | Cash | — | 1,244,099 | — | — | — | 1,229,099 | | | STIP | — | 1,000,000 | — | 1,250,000 | 1,250,000 | 1,000,000 | | | LTIP | — | 7,836,774 | — | 15,673,512 | 15,673,512 | 15,673,512 | | | TOTAL | — | 10,080,873 | — | 16,923,512 | 16,923,512 | 17,902,611 | | Craig B. Glidden | Cash | — | 1,686,999 | — | — | — | 1,671,999 | | | STIP | — | 1,375,000 | 1,718,800 | 1,718,800 | 1,718,800 | 1,375,000 | | | LTIP | — | 1,433,316 | 10,080,985 | 10,080,985 | 10,080,985 | 10,080,985 | | | TOTAL | — | 4,495,315 | 11,799,785 | 11,799,785 | 11,799,785 | 13,127,984 |

  160. Potential Payments Upon Termination

    | (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 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, Retirement, Disability, or Death. |

  161. Potential Payments Upon Termination

    | (2) STIP amounts shown under Retirement, Disability, and Death are based on final Company performance. 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. |

  162. Potential Payments Upon Termination

    | (3) LTIP amounts shown reflect the value of any unvested RSU awards, PSU awards, and stock options that may vest upon termination. The value of the awards is based on the closing price of GM common stock on December 29, 2023, of $35.92. Under the Executive Severance Program, structure equity 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, 2023. |

  163. Potential Payments Upon Termination

    | (4) Ms. Barra, Mr. Reuss, and Mr. Glidden were eligible for full career status retirement as of December 31, 2023. |

  164. Potential Payments Upon Termination

    | EXECUTIVE COMPENSATION TABLES | 2024 Proxy Statement | 73 |

  165. CEO Pay Ratio

    CEO Pay Ratio Our CEO, who leads our global workforce of 163,000 employees (99,000 located in the United States and 64,000 non-U.S. employees) as of December 31, 2023, earned $27,847,405 in total compensation in 2023 as reported in the Summary Compensation Table. To identify our new median employee for 2023, we:

  166. CEO Pay Ratio

    | 1. | Excluded all employees (7,595) in the following 28 countries under the SEC’s 5 percent de minimis exemption: Argentina (1,468), Australia (173), Chile (222), China (1,041), Colombia (952), Ecuador (396), Egypt (599), Germany (102), India (352), Indonesia (8), Ireland (480), Israel (812), Italy (1), Japan (38), New Zealand (14), Norway (1), Peru (37), Philippines (488), Singapore (3), South Africa (4), Sweden (4), Switzerland (111), Taiwan (9), Thailand (45), United Arab Emirates (185), United Kingdom (37), Uruguay (8), and Uzbekistan (5); |

  167. CEO Pay Ratio

    | 2. | Calculated year-to-date payroll as of November 1, 2023, for all employees excluding the CEO; |

  168. CEO Pay Ratio

    | 3. | Identified the middle 51 employees using year-to-date payroll converted to U.S. dollars as a consistently applied compensation measure; |

  169. CEO Pay Ratio

    | 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 |

  170. CEO Pay Ratio

    | 5. | Re-ranked all middle 51 employees and selected the median employee. |

  171. CEO Pay Ratio

    At GM, we believe that fair and equitable pay is an essential element of any successful organization, and we invest in our employees with market-competitive pay and benefits. We compensate our employees to create alignment with the short-term and long-term goals tied to the success of the Company and with our vision of zero crashes, zero emissions, and zero congestion. Based on our calculation, we can reasonably estimate that our median employee earned $91,778 in 2023. The ratio of our CEO’s compensation to that of our median employee is estimated to be 303:1. The rules outlined by the SEC for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to calculate the median employee, excluding up to 5 percent of the workforce, and make reasonable estimates and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Other companies have different employee populations, compensation practices, and the ability to utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  172. CEO Pay Ratio

    | 74 | | EXECUTIVE COMPENSATION TABLES |

  173. Pay Versus Performance

    Pay Versus Performance Pursuant to Item 402(v) of Regulation S-K, we are providing the following information about the relationship between Compensation Actually Paid (“CAP”) for the Company’s CEO and non-CEO NEOs and certain aspects of the financial performance of the Company. The CAP values disclosed do not reflect the actual amount of compensation paid to our NEOs during the applicable year. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For information regarding compensation decisions made by our Compensation Committee, refer to the “Compensation Discussion and Analysis” section beginning on page 42.

  174. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO (1) ($) | CAP to CEO (3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs (2) ($) | Average CAP to Non-CEO NEOs (3) ($) | TSR (4) ($) | Peer Group TSR (5) ($) | Net Income (6) ($B) | EBIT- adjusted (7) ($B) | | 2023 | 27,847,405 | 21,715,743 | 15,245,310 | 12,490,596 | 102 | 170 | 9.840 | 12.357 | | 2022 | 28,979,570 | (16,991,516) | 10,539,930 | (2,724,335) | 94 | 128 | 9.708 | 14.474 | | 2021 | 29,136,780 | 76,096,506 | 9,982,519 | 19,443,928 | 164 | 188 | 9.945 | 14.295 | | 2020 | 23,657,987 | 45,185,399 | 6,632,869 | 5,817,820 | 116 | 151 | 6.321 | 9.710 |

  175. Pay Versus Performance

    | (1) Ms. Barra served as our CEO in 2023, 2022, 2021, and 2020. |

  176. Pay Versus Performance

    | (2) Non-CEO NEOs in 2023 included Messrs. Jacobson, Reuss, Abbott, and Glidden. Non-CEO NEOs in 2022 and 2021 included Mr. Jacobson, Mr. Reuss, Mr. Douglas Parks (Former Executive Vice President, Global Product Development, Purchasing and Supply Chain), and Mr. Stephen Carlisle (Former Executive Vice President and President, North America). Non-CEO NEOs in 2020 included Messrs. Jacobson, Reuss, Parks, and Carlisle, Ms. Dhivya Suryadevara (Former Executive Vice President and Chief Financial Officer), Mr. John Stapleton (Vice President and Chief Financial Officer, North America and Former Acting Chief Financial Officer), and Mr. Barry Engle (Former Executive Vice President and President, North America). |

  177. Pay Versus Performance

    | (3) Reflects CAP values computed in accordance with Item 402(v) of Regulation S-K and FASB ASC Topic 718. |

  178. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | SCT Total | 27,847,405 | 15,245,310 | 28,979,570 | 10,539,930 | 29,136,780 | 9,982,519 | 23,657,987 | 6,632,869 | | Less: Change in Actuarial Present Value Reported in the “Change in Pension Value and NQ Deferred Compensation Earnings” Column of the SCT | — | (5,554) | — | — | — | — | (423,608) | (141,675) | | Plus: Service Cost for Pension Plans | — | — | — | — | — | — | — | 149 | | Less: Amount Reported in the “Stock Awards” Column of the SCT | (14,625,000) | (10,139,445) | (14,625,000) | (5,470,294) | (14,582,198) | (5,069,059) | (13,093,722) | (3,793,686) | | Plus: Year-end Fair Value of Outstanding and Unvested Stock Awards Granted in the Covered Year | 11,941,185 | 8,866,850 | 8,629,590 | 3,227,799 | 18,914,281 | 6,574,982 | 18,050,565 | 3,545,877 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years | (5,416,604) | (1,411,612) | (25,258,220) | (7,683,634) | 25,646,494 | 5,307,302 | 10,087,483 | 768,879 | | Change in Fair Value of Stock Awards that Vested in the Covered Year | 3,397,165 | 583,155 | (4,942,601) | (732,230) | 5,626,432 | 646,960 | (847,866) | (1,522) | | Less: Fair Value of Stock Awards Forfeited During the Covered Year | — | — | — | — | — | — | — | (1,617,289) | | Less: Amount Reported in the “Option Awards” Column of the SCT | (4,875,013) | (1,796,486) | (4,875,010) | (1,823,438) | (3,937,507) | (1,368,752) | (3,750,002) | (974,378) |

  179. Pay Versus Performance

    | EXECUTIVE COMPENSATION TABLES | 2024 Proxy Statement | 75 |

  180. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | Plus: Year-end Fair Value of Outstanding and Unvested Option Awards Granted in the Covered Year | 3,155,717 | 1,162,910 | 2,584,980 | 966,880 | 3,694,210 | 1,284,177 | 10,379,470 | 1,434,466 | | Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Years | (774,417) | (213,916) | (5,055,582) | (1,267,702) | 6,628,520 | 1,281,139 | 2,881,004 | 231,707 | | Change in Fair Value of Option Awards that Vested in the Covered Year | 1,065,305 | 199,384 | (2,429,243) | (481,646) | 4,969,494 | 804,660 | (1,755,912) | (177,797) | | Less: Fair Value of Option Awards Forfeited During the Covered Year | — | — | — | — | — | — | — | (89,780) | | CAP Total | 21,715,743 | 12,490,596 | (16,991,516) | (2,724,335) | 76,096,506 | 19,443,928 | 45,185,399 | 5,817,820 |

  181. Pay Versus Performance

    | (4) Represents the cumulative TSR of the Company of an initial investment of $100 for the measurement period beginning December 31, 2019, and ending December 31, 2023, 2022, 2021, or 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K as required under Item 402(v) of Regulation S-K. |

  182. Pay Versus Performance

    | (5) Represents the cumulative TSR of the Dow Jones Automobiles & Parts Titans 30 Index (the “Peer Group TSR”) of an initial investment of $100 for the measurement period beginning December 31, 2019, and ending December 31, 2023, 2022, 2021, or 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K as required under Item 402(v) of Regulation S-K. |

  183. Pay Versus Performance

    | (6) Reflects net income as shown in the Company’s Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020. |

  184. Pay Versus Performance

    | (7) Reflects EBIT-adjusted, the company-selected measure for 2023 and 2022, as shown in the Company’s Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020. Refer to Appendix A for a reconciliation of EBIT-adjusted to its closest comparable GAAP measure. Please note EBIT-adjusted may not have been the company-selected measure for 2021 and 2020, and we may determine a different measure to be the company-selected measure in future years. |

  185. Pay Versus Performance

    | Tabular List of Most-Important Measures | | EBIT-adjusted | | EBIT-adjusted Margin | | Relative TSR |

  186. Relationship Between CAP Disclosed in the Pay Versus Performance Table and Other Table Elements

    Relationship Between CAP Disclosed in the Pay Versus Performance Table and Other Table Elements

  187. Relationship Between CAP Disclosed in the Pay Versus Performance Table and Other Table Elements

    | 76 | | EXECUTIVE COMPENSATION TABLES |